0001213900-22-016309.txt : 20220331 0001213900-22-016309.hdr.sgml : 20220331 20220330200400 ACCESSION NUMBER: 0001213900-22-016309 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 77 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220331 DATE AS OF CHANGE: 20220330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANUFACTURED HOUSING PROPERTIES INC. CENTRAL INDEX KEY: 0001277998 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 510482104 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51229 FILM NUMBER: 22788640 BUSINESS ADDRESS: STREET 1: 136 MAIN STREET CITY: PINEVILLE STATE: NC ZIP: 28134 BUSINESS PHONE: 704-869-2500 MAIL ADDRESS: STREET 1: 136 MAIN STREET CITY: PINEVILLE STATE: NC ZIP: 28134 FORMER COMPANY: FORMER CONFORMED NAME: Manufacturing Housing Properties Inc. DATE OF NAME CHANGE: 20180307 FORMER COMPANY: FORMER CONFORMED NAME: Stack-It Storage, Inc. DATE OF NAME CHANGE: 20150720 FORMER COMPANY: FORMER CONFORMED NAME: Caprock Oil, Inc. DATE OF NAME CHANGE: 20140317 10-K 1 f10k2021_manufactured.htm ANNUAL REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: December 31, 2021

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to _____________

 

Commission File No. 000-51229

 

MANUFACTURED HOUSING PROPERTIES INC.
(Exact name of registrant as specified in its charter)

 

Nevada   51-0482104

(State or other jurisdiction of

incorporation or organization)

   (I.R.S. Employer
Identification No.)
     
136 Main Street, Pineville, North Carolina   28134
(Address of principal executive offices)   (Zip Code)

 

(980) 273-1702
(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐ Accelerated Filer ☐
Non-Accelerated Filer ☒ Smaller reporting company     ☒
    Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☐

 

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐  No ☒

 

As of June 30, 2021 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the shares of the registrant’s common stock held by non-affiliates (based upon the closing price of such shares as reported on OTC Pink Market) was approximately $1,647,522. Shares of the registrant’s common stock held by each executive officer and director and by each person who owns 10% or more of the outstanding common stock have been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

As of March 29, 2022, there were a total of 12,403,680 shares of common stock of the registrant issued and outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

 

 

 

Manufacturing Housing Properties Inc.

 

Annual Report on Form 10-K

Year Ended December 31, 2021

 

TABLE OF CONTENTS

 

  Page 
   
  PART I  
     
Item 1. Business 1
Item 1A. Risk Factors 6
Item 1B. Unresolved Staff Comments 15
Item 2. Properties 16
Item 3. Legal Proceedings 17
Item 4. Mine Safety Disclosures 17
     
PART II
   
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 18
Item 6. [Reserved] 19
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 29
Item 8. Financial Statements and Supplementary Data 29
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 29
Item 9A. Controls and Procedures 29
Item 9B. Other Information 31
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 31
     
PART III
   
Item 10. Directors, Executive Officers and Corporate Governance 32
Item 11. Executive Compensation 36
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 39
Item 13. Certain Relationships and Related Transactions, and Director Independence 40
Item 14. Principal Accounting Fees and Services 42
     
PART IV
   
Item 15. Exhibits, Financial Statement Schedules 43
Item 16. Form 10-K Summary 48

 

i

 

 

INTRODUCTORY NOTES

 

Use of Terms

 

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “our” and “our company” refer to Manufactured Housing Properties Inc., a Nevada corporation, and its consolidated subsidiaries and variable interest entities, or VIE’s.

 

Special Note Regarding Forward Looking Statements

 

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation: statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; statements regarding our financing plans or growth strategies; statements concerning litigation or other matters; and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

 

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith beliefs as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to:

 

  ● the impact of the coronavirus pandemic on our business;

 

  ● changes in the real estate market 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 rental rates and occupancy levels;

 

  ● changes in market rates of interest;

 

  ● 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;

 

ii

 

 

  ● our ability to maintain internal controls and processes to ensure all transactions are accounted for properly, all relevant disclosures and filings are timely made in accordance with all rules and regulations, and any potential fraud or embezzlement is thwarted or detected;

 

  ● 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; and

 

  ● those risks and uncertainties referenced under Item 1A. “Risk Factors” included in this annual report.

 

Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Potential investors should not make an investment decision based solely on our company’s projections, estimates or expectations.

 

The specific discussions herein about our company include financial projections and future estimates and expectations about our company’s business. The projections, estimates and expectations are presented in this report only as a guide about future possibilities and do not represent actual amounts or assured events. All the projections and estimates are based exclusively on our management’s own assessment of our business, the industry in which we operate and the economy at large and other operational factors, including capital resources and liquidity, financial condition, fulfillment of contracts and opportunities. The actual results may differ significantly from the projections.

 

iii

 

 

PART I

 

ITEM 1. BUSINESS.

 

Overview

 

We are a self-administered, self-managed, vertically integrated owner and operator of manufactured housing communities. We earn income from leasing manufactured home sites to tenants who own their own manufactured home and the rental of company-owned manufactured homes to residents of the communities.

 

We own and operate forty-three manufactured housing communities containing approximately 2,037 developed sites and 1,045 company-owned manufactured homes. Our communities are located in Georgia, North Carolina, South Carolina and Tennessee. See Item 2. “Properties” for a description of these manufactured housing communities.

 

Our Corporate History and Structure

 

We originally incorporated in the State of Nevada as Frontier Staffing, Inc. on September 3, 2003. Since our incorporation, we have experienced several name changes and have engaged in several different business endeavors. On October 12, 2017, Mobile Home Rental Holdings LLC, a North Carolina limited liability company, which engaged in acquiring and operating manufactured housing properties, merged with and into our company. In connection with the merger, the name of our company was changed to Manufactured Housing Properties Inc., the former business and management of Mobile Home Rental Holdings became the business and management, respectively, of our company at that time.

 

In connection with our acquisitions of manufactured housing communities, we have established various limited liability companies and VIEs to hold the acquired properties. Following is a summary of our subsidiaries and VIEs. All intercompany transactions and balances have been eliminated in consolidation. We do not have a majority or minority interest in any other company, either consolidated or unconsolidated.

 

Name of Subsidiary   State of Formation   Date of Formation   Ownership
Pecan Grove MHP LLC   North Carolina   October 12, 2016   100%
Azalea MHP LLC   North Carolina   October 25, 2017   100%
Holly Faye MHP LLC   North Carolina   October 25, 2017   100%
Chatham Pines MHP LLC   North Carolina   October 31, 2017   100%
Maple Hills MHP LLC   North Carolina   October 31, 2017   100%
Lakeview MHP LLC   South Carolina   November 1, 2017   100%
MHP Pursuits LLC   North Carolina   January 31, 2019   100%
Mobile Home Rentals LLC   North Carolina   September 30, 2016   100%
Hunt Club MHP LLC   South Carolina   March 8, 2019   100%
B&D MHP LLC   South Carolina   April 4, 2019   100%
Crestview MHP LLC   North Carolina   June 28, 2019   100%
Springlake MHP LLC   Georgia   October 10, 2019   100%
ARC MHP LLC   South Carolina   November 13, 2019   100%
Countryside MHP LLC   South Carolina   March 12, 2020   100%
Evergreen MHP LLC   Tennessee   March 17, 2020   100%
Golden Isles MHP LLC   Georgia   March 16, 2021   100%
Anderson MHP LLC   South Carolina   June 2, 2021   100%
Capital View MHP LLC   South Carolina   August 6, 2021   100%
Hidden Oaks MHP LLC   South Carolina   August 6, 2021   100%
North Raleigh MHP LLC   North Carolina   September 16, 2021   100%
Carolinas 4 MHP LLC   North Carolina   November 30, 2021   100%
Charlotte 3 Park MHP LLC   North Carolina   December 10, 2021   100%
Sunnyland MHP LLC*   Georgia   January 2, 2022   100%
Warrenville MHP LLC*   South Carolina   February 15, 2022   100%
Gvest Finance LLC   North Carolina   December 11, 2018   VIE
Gvest Homes I LLC   Delaware   November 9, 2020   VIE
Brainerd Place LLC   Delaware   February 24, 2021   VIE
Bull Creek LLC   Delaware   April 13,2021   VIE
Gvest Anderson Homes LLC   Delaware   June 22, 2021   VIE
Gvest Capital View Homes LLC   Delaware   August 6, 2021   VIE
Gvest Hidden Oaks Homes LLC   Delaware   August 6, 2021   VIE
Gvest Springlake Homes LLC   Delaware   September 24, 2021   VIE
Gvest Carolinas 4 Homes LLC   Delaware   November 13, 2021   VIE
Gvest Sunnyland Homes LLC*   Delaware   January 6, 2022   VIE
Gvest Warrenville Homes LLC*   Delaware   February 14, 2022   VIE

 

* During the year ended December 31, 2021, there was no activity in Sunnyland MHP LLC, Warrenville MHP LLC, Gvest Sunnyland Homes LLC and Gvest Warrenville Homes LLC.

 

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In December 2020, we entered into a property management agreement with Gvest Finance LLC, a company owned and controlled by our parent company, Gvest Real Estate Capital LLC, an entity whose sole owner is Raymond M. Gee, our chairman and chief executive officer, and have subsequently entered into property management agreements with Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, Gvest Sunnyland Homes LLC, and Gvest Warrenville Homes LLC, which are wholly owned subsidiaries of Gvest Finance LLC. Under the property management agreements, we manage homes owned by the VIEs and the VIEs remit to our company all income, less any sums paid out for debt service plus 5% of the debt service payment.

 

Additionally, during 2021, we formed two entities, Brainerd Place LLC and Bull Creek LLC, for the purpose of exploring opportunities to develop mobile home communities. We own 49% of these entities and Gvest Real Estate LLC, an entity whose sole owner is Raymond M. Gee, our chairman and chief executive officer, owns 51%. We also executed operating agreements with these entities which designate Gvest Capital Management LLC, a company owned and controlled by Gvest Real Estate Capital LLC, as manager with the authority, power, and discretion to manage and control the entities’ business decisions. The operating agreements require us to make cash contributions to the entities to fund their activities, operations, and existence, if we approve the contribution requests from the manager, which ultimately provides us with power to direct the economically significant activities of these entities.

 

Pursuant to U.S. generally accepted accounting principles, or GAAP, a company with interests in a VIE must consolidate the entity if the company is deemed to be the primary beneficiary of the VIE; that is, if it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Such a determination requires management to evaluate circumstances and relationships that may be difficult to understand and to make a significant judgment, and to repeat the evaluation at each subsequent reporting date. Primarily due to our common ownership by Mr. Gee, our power to direct the activities of these entities that most significantly impact their economic performance, and the fact that we have the obligation to absorb losses or the right to receive benefits from these entities that could potentially be significant to these entities, the entities listed above are considered to be VIEs in accordance with applicable GAAP.

 

2021 Acquisitions

 

During 2021, we acquired twenty-four manufactured housing communities via newly formed subsidiaries and VIEs consisting of 806 total sites for an aggregate purchase price of $25,975,000:

 

●On March 31, 2021, we purchased a manufactured housing community located in Brunswick, Georgia consisting of 113 sites on approximately 17 acres for a total purchase price of $2,325,000. Our subsidiary Golden Isles MHP LLC purchased the land and land improvements and our VIE, Gvest Finance LLC, purchased the homes.

 

●On July 20, 2021, we purchased ten manufactured housing communities located in Anderson County, South Carolina consisting of 178 sites on approximately 50 acres and for a total purchase price of $5,200,000. Our subsidiary Anderson MHP LLC purchased the land and land improvements and Gvest Anderson Homes LLC, a wholly owned subsidiary of Gvest Finance LLC, purchased the homes.

 

●On September 10, 2021, we purchased a manufactured housing community located in Lexington County, South Carolina consisting of 32 sites on approximately 10 acres a total purchase price of $1,450,000. Our subsidiary Capital View MHP LLC purchased the land and land improvements and Gvest Capital View Homes LLC, a wholly owned subsidiary of Gvest Finance LLC, purchased the homes.

 

●On September 16, 2021, we purchased a manufactured housing community located in Lexington County, South Carolina consisting of 44 sites on approximately 9 acres for a total purchase price of $1,550,000. Our subsidiary Hidden Oaks MHP LLC purchased the land and land improvements and Gvest Hidden Oaks Homes LLC, a wholly owned subsidiary of Gvest Finance LLC, purchased the homes.

 

●On October 25, 2021, our subsidiary North Raleigh MHP LLC purchased five manufactured housing communities located in Franklin and Granville Counties, North Carolina, consisting of 137 sites on approximately 135 acres for a total purchase price of $7,450,000.

 

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●On December 21, 2021, our subsidiary Charlotte 3 Park MHP LLC purchased three manufactured housing communities located in Charlotte, North Carolina and nearby cities of Kings Mountain, North Carolina and York, South Carolina consisting of 157 sites on approximately 78 acres for a total purchase price of $2,500,000.

 

●On December 29, 2021, we purchased a manufactured housing community located in Morganton, North Carolina consisting of 61 sites on approximately 31 acres for a total purchase price of $2,750,000. Our subsidiary Carolinas 4 MHP LLC purchased the land and land improvements and Gvest Carolinas 4 Homes LLC, a wholly owned subsidiary of Gvest Finance LLC, purchased the homes.

 

●On December 29, 2021, we purchased two manufactured housing communities located in Asheboro, North Carolina consisting of 84 sites on approximately 45 acres for a total purchase price of $2,750,000. Carolinas 4 MHP LLC purchased the land and land improvements, and Gvest Carolinas 4 Homes LLC purchased the homes.

 

The Manufactured Housing Community Sector

 

Manufactured housing communities are residential developments designed and improved for the placement of detached, single-family manufactured homes that are produced off-site and installed on residential sites within the community. The owner of a manufactured home leases the site on which it is located or the lessee of a manufactured home leases both the home and site on which the home is located.

 

We believe that manufactured housing is one of the only non-subsidized affordable housing options in the U.S. and that manufactured housing is an economically attractive alternative to traditional single-family and multi-family housing, as it provides a housing alternative that has characteristics of single-family housing (no shared walls, dedicated parking and a yard), yet is more attainable than single-family while being competitively priced to multi-family. Demand for housing affordability continues to increase, but supply of manufactured housing remains virtually static, as there are not many new manufactured housing communities being developed, and many are redeveloped to higher and better uses. We are committed to providing this affordable housing option and an improved level of service to our residents, while producing an attractive and stable risk adjusted return to our investors.

 

A manufactured housing community is a land-lease community designed and improved with home sites for the placement of manufactured homes and includes related improvements and amenities. Each homeowner in a manufactured housing community leases from the community a site on which a home is located. The manufactured housing community owner owns the underlying land, utility connections, streets, lighting, driveways, common area amenities, and other capital improvements and is responsible for enforcement of community guidelines and maintenance of the community. Generally, each homeowner is responsible for the maintenance of his or her home and upkeep of his or her leased site. In some cases, customers may rent homes with the community owner’s maintaining ownership and responsibility for the maintenance and upkeep of the home. This option provides flexibility for customers seeking a more affordable housing option and enables the community owner to meet a broader demand for housing and improve occupancy and cash flow.

 

We believe that manufactured housing communities have several characteristics that make them an attractive investment when compared to certain other types of real estate, particularly multifamily, including:

 

  ● Significant Barriers to Entry. We believe that the supply of new manufactured housing communities will be constrained due to significant barriers to entry in the industry, including: (i) various zoning restrictions and negative zoning biases against manufactured housing communities; (ii) substantial upfront costs associated with the development of infrastructure, amenities and other offsite improvements required by various governmental agencies; and (iii) a significant length of time before lease-up and revenues can commence.

 

  ● Diminishing Supply. Supply is decreasing due to redevelopment of older parks.

 

  ● Large Demographic Group of Potential Customers. We consider households earning between $25,000 and $50,000 per year to be our core customer base. In 2020, this demographic group represented 19.7% of all full-time workers, according to the U.S. Census Bureau’s ‘Income and Poverty in the United States: 2020’.

 

  ● Stable Resident Base. We believe that manufactured housing communities tend to achieve and maintain a stable rate of occupancy, due to the following factors: (i) residents generally own their own homes; (ii) moving a manufactured home from one community to another involves substantial cost and effort and often results in the abandonment of on-site improvements made by the resident such as decks, garages, carports, and landscaping; and (iii) residents enjoy a sense of community inherent in manufactured housing communities similar to residential subdivisions.

 

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  ● Fragmented Ownership of Communities. Manufactured housing community ownership in the United States is highly fragmented, with most manufactured housing communities owned by individuals. We estimate that the top five manufactured housing community owners control approximately 9% of manufactured housing community home sites.

 

  ● Low Recurring Capital Requirements. Although manufactured housing community owners are responsible for maintaining the infrastructure of the community, each homeowner is responsible for the upkeep of his or her own home and home site, thereby reducing the manufactured housing community owner’s ongoing maintenance expenses and capital requirements. For the homes we own and lease to our customers, we conduct periodic unit inspections and experience less turnover than typical multi-family rentals, both of which keep our overall expense ratio lower than typical multi-family expense ratios.

 

  ● Affordable Homeowner Lifestyle. Manufactured housing communities offer a lifestyle typically unavailable in apartments, including lack of common walls, a yard for each resident, the ability to park by the front door, and a sense of community.

 

Competition

 

There are numerous private companies, but only three U.S. publicly traded real estate investment trusts, or REITs, which compete in the manufactured housing industry. Many of the private companies and one of the REITs, UMH Properties, Inc., may compete with us for acquisitions of manufactured housing communities. Many of these companies have larger operations and greater financial resources than we do. The number of competitors, however, is increasing as new entrants discover the benefits of the manufactured housing asset class. We believe that due to the fragmented nature of ownership within the manufactured housing sector, there are still many attractive investment opportunities that remain; and despite new entrants into our sector, there is still less competitions than in other commercial real estate sectors.

 

Competitive Strengths

 

We believe that the following competitive strengths enable us to compete effectively:

 

  ● Deal Sourcing. Our deal sourcing consists of marketed deals, pocket listings, and off market deals. Marketed deals are properties that are listed with a broker who exposes the property to the largest pool of buyers possible. Pocket listings are properties that are presented by brokers to a limited pool of buyers. Off market deals are ones that are not marketed.

 

  ● Centralized Operations. We have centralized many operational tasks, including accounting, marketing, lease administration, and accounts payable. The use of professional staff and technology at a corporate level allows us to scale efficiently and operate properties profitably by reducing tasks otherwise completed at the property level. 

 

  ● Deal Size. Due to the relatively small size of our total capitalization, non-institutional deals of less than 150 sites are accretive to our balance sheet. These smaller properties typically do not attract the larger institutional buyers and are at a lower basis and have less bidders than larger properties. We can profitably operate these smaller properties through our centralized operations.

 

  ● Creating Value. Our underwriting expertise enables us to identify acquisition prospects to provide attractive risk adjusted returns. Our operational team has the experience, skill and resources to create this value through physical and/or operational property improvements.

 

Our Investment Strategy

 

Our primary investment strategy is acquiring both stabilized and non-stabilized manufactured housing properties with current income and enhancing value through our internal asset and property management.

 

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Our investment mission on behalf of our stockholders is to deliver an attractive risk-adjusted return with a focus on value creation, capital preservation, and growth.

 

We may acquire unimproved property and develop manufactured housing sites or may acquire newly developed sites. We are focused on acquiring or developing communities located in markets where there is a shortage of affordable housing and at a basis that provides both short and long-term capital appreciation. We evaluate property investments nationwide, but to date we have concentrated in the Southeast portion of the United States.

 

We are one of four U.S. public companies in the manufactured housing sector, but we are the only one not organized as a REIT, thereby giving us flexibility to focus on growth through reinvestment of income and employing higher leverage upon acquisition than REITs traditionally use of 50-60%. Additionally, due to our small size, we can focus on smaller deals that are not accretive to institutional buyers but where potential risk-adjusted returns are greater.

 

Regulation

 

Federal, State and/or Local Regulatory Compliance

 

We are subject to a variety of federal, state, and/or local statutes, ordinances, rules, and regulations covering the purchase, development, and operation of real estate assets. These regulatory requirements include zoning and land use, worksite safety, traffic, and other matters, such as local rules that may impose restrictive zoning and developmental requirements. We are subject to various licensing, registration, and filing requirements in connection with the development and operation of certain real estate assets. Additionally, state and/or local governments retain certain rights with respect to eminent domain which could enable them to restrict or alter the use of our property. These requirements may lead to increases in our overall costs. The need to comply with these requirements may significantly delay development or purchase of properties or lead us to alter our plans regarding certain real estate assets. Some requirements, on a property-by-property evaluation, may lead to a determination that development of a particular property would not be economically feasible, even if any or all necessary governmental approvals were obtained.

 

We have all material required operating permits and approvals required for each of our communities.

 

Environmental Regulatory Compliance

 

Under various federal, state and/or local laws, ordinances, and regulations, a current or previous owner or operator of a property may be required to investigate and/or clean-up hazardous or toxic substances released at that property. That owner or operator also may be held liable to third parties for bodily injury or property damage (investigation and/or clean-up costs) incurred by those parties in connection with the contamination at that site. These laws often impose liability without regard to whether the owner or operator knew of or otherwise caused the release of the hazardous or toxic substances. In addition, persons who arrange for the disposal or treatment of hazardous substances or other regulated materials also may be liable for the costs of removal or remediation of such substances at a disposal or treatment facility, whether such facility is owned or operated by such persons.

 

The costs of remediation or removal of hazardous or toxic substances can be substantial, and the presence of contamination, or the failure to remediate contamination discovered, at a property we own or operate may adversely affect our ability to develop, sell, lease, or borrow upon that property. Current and former tenants at a property we own may have, or may have involved, the use of hazardous materials or generated hazardous wastes, and those situations could result in our incurring liabilities to remediate any resulting contamination if the responsible party is unable or unwilling to do so.

 

In addition, our properties may be exposed to a risk of contamination originating from other sources. While a property owner generally is not responsible for remediating contamination that has migrated on-site from an off-site source, the contaminant’s presence could have adverse effects on our ability to develop, construct on, operate, sell, lease, or borrow upon that property. Certain environmental laws may create a lien on a contaminated site in favor of the government for damages and costs the government may incur to remediate that contamination. Moreover, if contamination is discovered on a property, environmental laws may impose restrictions on the way that property may be used, or how businesses may be operated on that property, thus reducing our ability to maximize our investment in that property. Our properties have been subjected to varying degrees of environmental assessment at various times; however, the identification of new areas of contamination, a change in the extent or known scope of contamination, or changes in environmental regulatory standards and/or cleanup requirements could result in significant costs to us.

 

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Insurance and Property Maintenance and Improvement Policies

 

Our properties are insured against risks that may cause property damage and business interruption including events such as fire, business interruption, general liability and if applicable, flood. Our insurance policies contain deductible requirements, coverage limits and particular exclusions. It is our policy to maintain adequate insurance coverage on all our properties; and, in the opinion of our management, all our properties are adequately insured. We also obtain title insurance insuring fee title to the properties in an aggregate amount which we believe to be adequate.

 

It is also our policy to properly maintain, modernize, expand, and make improvements to its properties when required.

 

Employees

 

As of December 31, 2021, we had 33 employees, including officers, all but one of whom are full-time employees.

 

ITEM 1A. RISK FACTORS.

 

An investment in our Common Stock involves a high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information contained or referred to in this report, before making an investment decision with respect to our Common Stock or our company. If any of the following events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected. In that event, the market price of our Common Stock could decline, and you could lose all or part of your investment.

 

Risks Related to our Business and Industry

 

The coronavirus pandemic may cause a material adverse effect on our business.

 

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. On March 11, 2020, the World Health Organization declared the outbreak a pandemic, and on March 13, 2020, the United States declared a national emergency.

 

Some states and cities, including where some our properties are located, have reacted by instituting quarantines, restrictions on travel, mask-mandates, “stay at home” rules and restrictions on the types of businesses that may continue to operate and in what capacity, as well as guidance in response to the pandemic and the need to contain it.

 

The rules and restrictions put in place have had a negative impact on the economy and business activity and may adversely impact the ability of our tenants, many of whom may be restricted in their ability to work, to pay their rent as and when due. In addition, our property managers may be limited in their ability to properly maintain our properties. Enforcing our rights as landlord against tenants who fail to pay rent or otherwise do not comply with the terms of their leases may not be possible as many jurisdictions, including those where are properties are located, have established rules and/or regulations preventing us from evicting tenants for certain periods in response to the pandemic. If we are unable to enforce our rights as landlords, our business would be materially affected.

 

If the current pace of the pandemic does not continue to slow and the spread of the virus is not contained, our business operations could be further delayed or interrupted. We expect that government and health authorities may announce new or extend existing restrictions, which could require us to make further adjustments to our operations in order to comply with any such restrictions. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs.

 

The extent to which the pandemic may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic, and capital markets environment present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.

 

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We may not be able to obtain adequate cash to fund our business.

 

Our business requires access to adequate cash to finance our operations, distributions, capital expenditures, debt service obligations, development and redevelopment costs and property acquisition costs, if any. We expect to generate the cash to be used for these purposes primarily with operating cash flow, borrowings under secured and unsecured loans, proceeds from sales of strategically identified assets and, when market conditions permit, through the issuance of debt and equity securities from time to time. We may not be able to generate sufficient cash to fund our business, particularly if we are unable to renew leases, lease vacant space or re-lease space as leases expire according to our expectations.

 

General economic conditions and the concentration of our properties in Georgia, North Carolina, South Carolina, and Tennessee may affect our ability to generate sufficient revenue.

 

The market and economic conditions in our current markets may significantly affect manufactured housing occupancy or rental rates. Occupancy and rental rates, in turn, may significantly affect our revenues, and if our communities do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, current cash flow and ability to pay or refinance our debt obligations could be adversely affected. As a result of the current geographic concentration of our properties in Georgia, North Carolina, South Carolina, and Tennessee, we are exposed to the risks of downturns in the local economy or other local real estate market conditions that could adversely affect occupancy rates, rental rates, and property values in these markets.

 

Other factors that may affect general economic conditions or local real estate conditions include:

 

  ● the national and local economic climate which may be adversely affected by, among other factors, plant closings, and industry slowdowns;

 

  ● local real estate market conditions such as the oversupply of manufactured home sites or a reduction in demand for manufactured home sites in an area;

 

  ● the number of repossessed homes in a particular market;

 

  ● the lack of an established dealer network;

 

  ● the rental market which may limit the extent to which rents may be increased to meet increased expenses without decreasing occupancy rates;

 

  ● the safety, convenience and attractiveness of our properties and the neighborhoods where they are located;

 

  ● zoning or other regulatory restrictions;

 

  ● competition from other available manufactured housing communities and alternative forms of housing (such as apartment buildings and single-family homes);

 

  ● our ability to provide adequate management, maintenance and insurance;

 

  ● increased operating costs, including insurance premiums, real estate taxes and utilities; and

 

  ● the enactment of rent control laws or laws taxing the owners of manufactured homes.

 

Our income would also be adversely affected if tenants were unable to pay rent or if sites were unable to be rented on favorable terms. If we were unable to promptly renew the leases for a significant number of sites, or if the rental rates upon such renewal were significantly lower than expected rates, then our business and results of operations could be adversely affected. In addition, certain expenditures associated with each property (such as real estate taxes and maintenance costs) generally are not reduced when circumstances cause a reduction in income from the property.

 

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We face risks generally associated with our debt.

 

We finance a portion of our investments in properties through debt. As of December 31, 2021, our total indebtedness for borrowed money was $58,958,134. We are subject to the risks normally associated with debt financing, including the risk that our cash flow will be insufficient to meet required payments of principal and interest. In addition, debt creates other risks, including:

 

  ● failure to repay or refinance existing debt as it matures, which may result in forced disposition of assets on disadvantageous terms;

 

  ● refinancing terms less favorable than the terms of existing debt; and

 

  ● failure to meet required payments of principal and/or interest.

 

We face risks related to “balloon payments” and re-financings.

 

Certain of our mortgages and lines of credit will have significant outstanding principal balances on their maturity dates, commonly known as “balloon payments.” As of December 31, 2021, our total future minimum principal payments were $58,958,133. There can be no assurance that we will be able to refinance the debt on favorable terms or at all. To the extent we cannot refinance debt on favorable terms or at all, we may be forced to dispose of properties on disadvantageous terms or pay higher interest rates, either of which would have an adverse impact on our financial performance and ability to service debt and make distributions.

 

We may become more highly leveraged, resulting in increased risk of default on our obligations and an increase in debt service requirements that could adversely affect our financial condition and results of operations and our ability to pay distributions.

 

We have incurred, and may continue to incur, indebtedness in furtherance of our activities. We could become more highly leveraged, resulting in an increased risk of default on our obligations and in an increase in debt service requirements, which could adversely affect our financial condition and results of operations and our ability to pay distributions to stockholders.

 

Covenants in our credit agreements could limit our flexibility and adversely affect our financial condition.

 

The terms of our various credit agreements and other indebtedness require us to comply with a number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we had satisfied our payment obligations. If we were to default under our credit agreements, our financial condition would be adversely affected.

  

A change in the United States government policy regarding to the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac) could impact our financial condition.

 

Fannie Mae and Freddie Mac are a major source of financing for the manufactured housing real estate sector. We could depend on Fannie Mae and Freddie Mac to finance growth by purchasing or guarantying manufactured housing community loans. In February 2011, the Obama Administration released a report to Congress that included options, among others, to gradually shrink and eventually shut down Fannie Mae and Freddie Mac. We do not know when or if Fannie Mae or Freddie Mac will restrict their support of lending to our real estate sector or to us. A final decision by the government to eliminate Fannie Mae or Freddie Mac or reduce their acquisitions or guarantees of our mortgage loans, may adversely affect interest rates, capital availability and our ability to refinance our existing mortgage obligations as they come due and obtain additional long-term financing for the acquisition of additional communities on favorable terms or at all.

 

We face risks relating to the property management services that we provide.

 

There are inherent risks in our providing property management services to the manufactured housing communities on the properties that we own. The more significant of these risks include:

 

  ● our possible liability for personal injury or property damage suffered by our employees and third parties, including our tenants, that are not fully covered by our insurance;

 

  ● our possible inability to keep our manufactured housing communities at or near full occupancy;

 

  ● our possible inability to attract and keep responsible tenants;

 

  ● our possible inability to expediently remove “bad” tenants from our communities;

 

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  ● our possible inability to timely and satisfactorily deal with complaints of our tenants;

 

  ● our possible inability to locate, hire and retain qualified property management personnel; and

 

  ● our possible inability to adequately control expenses with respect to our properties.

 

We may not be able to integrate or finance our acquisitions and our acquisitions may not perform as expected.

 

We acquire and intend to continue to acquire manufactured housing communities on a select basis. Our acquisition activities and their success are subject to the following risks:

 

  ● we may be unable to acquire a desired property because of competition from other well capitalized real estate investors, including both publicly traded REITs and institutional investment funds;

 

  ● even if we enter into an acquisition agreement for a property, it is usually subject to customary conditions for closing, including completion of due diligence investigations to our satisfaction, which may not be satisfied;

 

  ● even if we are able to acquire a desired property, competition from other real estate investors may significantly increase the purchase price;

 

  ● we may be unable to finance acquisitions on favorable terms;

 

  ● acquired properties may fail to perform as expected;

 

  ● acquired properties may be located in new markets where we face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area and unfamiliarity with local governmental and permitting procedures; and

 

  ● we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations.

 

If any of the above were to occur, our business and results of operations could be adversely affected.

 

In addition, we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities. As a result, if a liability were to be asserted against us based on ownership of those properties, we might have to pay substantial sums to settle it, which could adversely affect our cash flow.

 

New acquisitions may fail to perform as expected and the intended benefits may not be realized, which could have a negative impact on our operations.

 

We intend to continue to acquire manufactured housing communities. However, newly acquired properties may fail to perform as expected and could pose risks for our ongoing operations including the following:

 

  ● integration may prove costly or time-consuming and may divert management’s attention from the management of daily operations;

 

  ● difficulties or an inability to access capital or increases in financing costs;

 

  ● we may incur costs and expenses associated with any undisclosed or potential liabilities;

 

  ● unforeseen difficulties may arise in integrating an acquisition into our portfolio;

 

  ● expected synergies may not materialize; and

 

  ● we may acquire properties in new markets where we face risks associated with lack of market knowledge such as understanding of the local economy, the local governmental and/or local permit procedures.

 

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As a result of the foregoing, we may not accurately estimate or identify all costs necessary to bring an acquired manufactured housing communities up to standards established for our intended market position. As such, we cannot provide assurance that any acquisition that we make will be accretive to us in the near term or at all. Furthermore, if we fail to realize the intended benefits of an acquisition, it may have a negative impact on our operations.

 

Development and expansion properties may fail to perform as expected and the intended benefits may not be realized, which could have a negative impact on our operations.

 

We may periodically consider development and expansion activities, which are subject to risks such as construction costs exceeding original estimates and construction and lease-up delays resulting in increased construction costs and lower than expected revenues. Additionally, there can be no assurance that these properties will operate better as a result of development or expansion activities due to various factors, including lower than anticipated occupancy and rental rates causing a property to be unprofitable or less profitable than originally estimated.

 

We regularly expend capital to maintain, repair and renovate our properties, which could negatively impact our financial condition and results of operations.

 

We may, or we may be required to, from time to time make significant capital expenditures to maintain or enhance the competitiveness of our manufactured housing communities. There can be no assurances that any such expenditures would result in higher occupancy or higher rental rates.

 

We may be unable to sell properties when appropriate because real estate investments are illiquid.

 

Real estate investments generally cannot be sold quickly and, therefore, will tend to limit our ability to vary our property portfolio promptly in response to changes in economic or other conditions. The inability to respond promptly to changes in the performance of our property portfolio could adversely affect our financial condition and ability to service our debt and make distributions to our stockholders.

 

We may be unable to compete with our larger competitors, which may in turn adversely affect our profitability.

 

The real estate business is highly competitive. We compete for manufactured housing community investments with numerous other real estate entities, such as individuals, corporations, REITs, and other enterprises engaged in real estate activities. In many cases, the competing concerns may be larger and better financed than we are, making it difficult for us to secure new manufactured housing community investments. Competition among private and institutional purchasers of manufactured housing community investments has led to increases in the purchase prices paid for manufactured housing communities and consequent higher fixed costs. To the extent we are unable to effectively compete in the marketplace, our business may be adversely affected.

 

Actions by our competitors may decrease or prevent increases in the occupancy and rental rates of our properties which could adversely affect our business.

 

We compete with other owners and operators of manufactured housing community properties, some of whom own properties similar to ours in the same submarkets in which our properties are located. The number of competitive manufactured housing community properties in a particular area could have a material adverse effect on our ability to lease sites and increase rents charged at our properties or at any newly acquired properties. In addition, other forms of multi-family residential properties, such as private and federally funded or assisted multi-family housing projects and single-family housing, provide housing alternatives to potential tenants of manufactured housing communities. If our competitors offer housing at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose potential tenants, and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants’ leases expire. As a result, our financial condition, cash flow, cash available for distribution, and ability to satisfy our debt service obligations could be materially adversely affected.

 

Losses in excess of our insurance coverage or uninsured losses could adversely affect our cash flow.

 

We generally maintain insurance policies related to our business, including casualty, general liability and other policies covering business operations, employees and assets. However, we may be required to bear all losses that are not adequately covered by insurance. In addition, there are certain losses that are not generally insured because it is not economically feasible to insure against them, including losses due to riots or acts of war. If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of our properties, then we could lose the capital we invested in the properties, as well as the anticipated profits and cash flow from the properties and, in the case of debt that carries recourse to us, we would remain obligated for any mortgage debt or other financial obligations related to the properties. Although we believe that our insurance programs are adequate, no assurance can be given that we will not incur losses in excess of its insurance coverage, or that we will be able to obtain insurance in the future at acceptable levels and reasonable cost.

 

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Costs associated with taxes and regulatory compliance may reduce our revenue.

 

We are subject to significant regulation that inhibits our activities and may increase our costs. Local zoning and use laws, environmental statutes and other governmental requirements may restrict expansion, rehabilitation and reconstruction activities. These regulations may prevent us from taking advantage of economic opportunities. Legislation such as the Americans with Disabilities Act may require us to modify our properties at a substantial cost and noncompliance could result in the imposition of fines or an award of damages to private litigants. Future legislation may impose additional requirements. We cannot predict what requirements may be enacted or amended or what costs we will incur to comply with such requirements. Costs resulting from changes in real estate laws, income taxes, service or other taxes may adversely affect our funds from operations and our ability to pay or refinance our debt. Similarly, changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures, which would adversely affect our business and results of operations.

 

Rent control legislation may harm our ability to increase rents.

 

State and local rent control laws in certain jurisdictions may limit our ability to increase rents and to recover increases in operating expenses and the costs of capital improvements. We may purchase additional properties in markets that are either subject to rent control or in which rent-limiting legislation exists or may be enacted.

 

Environmental liabilities could affect our profitability.

 

Under various federal, state and local laws, as well as local ordinances and regulations, an owner or operator of real estate is liable for the costs of removal or remediation of certain hazardous substances at, on, under or in such property, as well as certain other potential costs relating to hazardous or toxic substances. Such laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous substances. A conveyance of the property, therefore, does not relieve the owner or operator from liability. As a current or former owner and operator of real estate, we may be required by law to investigate and clean up hazardous substances released at or from the properties we currently own or operate or have in the past owned or operated. We may also be liable to the government or to third parties for property damage, investigation costs and cleanup costs. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and costs the government incurs in connection with the contamination. Contamination may adversely affect our ability to sell or lease real estate or to borrow using the real estate as collateral. Persons who arrange for the disposal or treatment of hazardous substances also may be liable for the costs of removal or remediation of such substances at a disposal or treatment facility owned or operated by another person. In addition, certain environmental laws impose liability for the management and disposal of asbestos-containing materials and for the release of such materials into the air. These laws may provide for third parties to seek recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials. In connection with the ownership, operation, management, and development of real properties, we may be considered an owner or operator of such properties and, therefore, are potentially liable for removal or remediation costs, and also may be liable for governmental fines and injuries to persons and property. When we arrange for the treatment or disposal of hazardous substances at landfills or other facilities owned by other persons, we may be liable for the removal or remediation costs at such facilities. We are not aware of any environmental liabilities relating to our investment properties that would have a material adverse effect on our business, assets, or results of operations. However, we cannot assure you that environmental liabilities will not arise in the future and that such liabilities will not have a material adverse effect on our business, assets or results of operation.

 

Of the forty-three manufactured housing communities we currently operate, twelve are on well systems and twenty-five are on septic systems. At these locations, we are subject to compliance with monthly, quarterly and yearly testing for contaminants as outlined by each state’s Department of Environmental Protection Agencies. Currently, we are not subject to radon or asbestos monitoring requirements.

 

Additionally, in connection with the management of the properties or upon acquisition or financing of a property, we authorize the preparation of Phase I or similar environmental reports (which involves general inspections without soil sampling or ground water analysis) completed by independent environmental consultants. Based on such environmental reports and our ongoing review of its properties, as of the date of this report, we are not aware of any environmental condition with respect to any of our properties that we believe would be reasonably likely to have a material adverse effect on our financial condition or results of operations. These reports, however, cannot reflect conditions arising after the studies were completed, and no assurances can be given that existing environmental studies reveal all environmental liabilities, that any prior owner or operator of a property or neighboring owner or operator did not create any material environmental condition not known to us, or that a material environmental condition does not otherwise exist with respect to any one property or more than one property.

 

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Our failure or the failure of third-party service providers to protect our sites, networks and systems against security breaches, or otherwise to protect our confidential information, could damage our reputation and brand and substantially harm our business and operating results.

 

We collect, maintain, transmit and store data about our tenants, employees, contractors, suppliers, vendors and others, including credit card information and personally identifiable information, as well as other confidential and proprietary information. We also employ third-party service providers that store, process and transmit certain proprietary, personal and confidential information on our behalf. We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit, encrypt, anonymize or pseudonymize certain confidential and sensitive information, including credit card numbers. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction and personal data or other confidential and sensitive information from being breached or compromised. Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to hack our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, ransom-ware, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our sites, networks and systems or that we or our third-party service providers otherwise maintain, including payment card systems and human resources management platforms. We and our service providers may not anticipate, discover or prevent all types of attacks until after they have already been launched, and techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers. In addition, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships.

 

Breaches of our security measures or those of our third-party service providers or cyber security incidents could result in unauthorized access to our sites, networks and systems; unauthorized access to and misappropriation of personal information, including tenants’ and employees’ personally identifiable information, or other confidential or proprietary information of ourselves or third parties; limited or terminated access to certain payment methods or fines or higher transaction fees to use such methods; viruses, worms, spyware or other malware being served from our sites, networks or systems; deletion or modification of content or the display of unauthorized content on our sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment or training of additional personnel and protection technologies, responses to governmental investigations and media inquiries and coverage; engagement of third-party experts and consultants; litigation, regulatory action and other potential liabilities. If any of these breaches of security occur, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches and we could be exposed to a risk of loss, litigation or regulatory action and possible liability. In addition, any party who is able to illicitly obtain a tenant’s password could access that tenant’s personal information. Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data security and other laws, and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have a material adverse effect on our business.

 

We are subject to risks arising from litigation.

 

We may become involved in litigation. Litigation can be costly, and the results of litigation are often difficult to predict. We may not have adequate insurance coverage or contractual protection to cover costs and liability in the event we are sued, and to the extent we resort to litigation to enforce our rights, we may incur significant costs and ultimately be unsuccessful or unable to recover amounts we believe are owed to us. We may have little or no control of the timing of litigation, which presents challenges to our strategic planning.

 

We are dependent on key personnel.

 

Our executive and other senior officers have a significant role in our success. Our ability to retain our management group or to attract suitable replacements should any members of the management group leave depends on the competitive nature of the employment market. The loss of services from key members of the management group or a limitation in their availability could adversely affect our financial condition and cash flow. Further, such a loss could be negatively perceived in the capital markets.

 

Our management is inexperienced in running a public entity.

 

Except for Michael Z. Anise, our president, chief financial officer and a director, our management does not have prior experience with the operation and management of a public entity. As a result, they will be learning as they proceed and may be forced to rely more heavily on the expertise of outside professionals than they might otherwise, which in turn could lead to higher legal and accounting costs and possible securities law compliance issues.

 

We have one stockholder that can single-handedly control our company.

 

Our largest stockholder is Gvest Real Estate Capital LLC, an entity whose sole owner is Raymond M. Gee, our chairman and chief executive officer. At present, Mr. Gee beneficially owns approximately 68.69% of our total issued and outstanding Common Stock. Under Nevada law, this ownership position provides Mr. Gee with the almost unrestricted ability to control the business, management and strategic direction of our company. If Mr. Gee chooses to exercise this control, his decisions regarding our company could be detrimental to, or not in the best interests of our company and its other stockholders.

 

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We have identified material weaknesses in our internal control over financial reporting. If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results and prevent fraud. As a result, current and potential stockholders could lose confidence in our financial statements, which would harm the trading price of our Common Stock.

 

Companies that file reports with the Securities and Exchange Commission, or the SEC, including us, are subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404. SOX 404 requires management to establish and maintain a system of internal control over financial reporting and annual reports on Form 10-K filed under the Exchange Act to contain a report from management assessing the effectiveness of a company’s internal control over financial reporting. Separately, under SOX 404, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, public companies that are large accelerated filers or accelerated filers must include in their annual reports on Form 10-K an attestation report of their regular auditors attesting to and reporting on management’s assessment of internal control over financial reporting. Non-accelerated filers and smaller reporting companies, like us, are not required to include an attestation report of their auditors in annual reports.

 

A report of our management is included under Item 9A. “Controls and Procedures.” We are a smaller reporting company and, consequently, are not required to include an attestation report of our auditor in our annual report. However, if and when we become subject to the auditor attestation requirements under SOX 404, we can provide no assurance that we will receive a positive attestation from our independent auditors.

 

During its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2021, management identified material weaknesses. These material weaknesses were associated with (i) our lack of proper segregation of duties due to the limited number of employees within the accounting department and (ii) our lack of effective closing procedures. We are undertaking remedial measures, which measures will take time to implement and test, to address these material weaknesses. There can be no assurance that such measures will be sufficient to remedy the material weaknesses identified or that additional material weaknesses or other control or significant deficiencies will not be identified in the future. If we continue to experience material weaknesses in our internal controls or fail to maintain or implement required new or improved controls, such circumstances could cause us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements, or adversely affect the results of periodic management evaluations and, if required, annual auditor attestation reports. Each of the foregoing results could cause investors to lose confidence in our reported financial information and lead to a decline in our stock price.

 

Risks Related Ownership of Our Common Stock

 

Our Common Stock is eligible for quotation on the Pink Market but few quotations have been made and limited trading has occurred in our Common Stock. Due to the lack of an active trading market for our securities, you may have difficulty selling any shares you purchase, which could result in the loss of your investment.

 

Our Common Stock is eligible for quotation on the Pink Market operated by OTC Markets Group Inc. The Pink Market is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The Pink Market is not an issuer listing service, market or exchange. The requirements for quotation on the Pink Market are considerably lower and less regulated than those of an exchange. Because of this, it is possible that fewer brokers or dealers will be interested in making a market in our Common Stock because the market for such securities is more limited, the stocks are more volatile, and the risk to investors is greater, which may impact the liquidity of our Common Stock. Even if an active market begins to develop in our Common Stock, the quotation of our Common Stock on the Pink Market may result in a less liquid market available for existing and potential stockholders to trade Common Stock, could depress the trading price of our Common Stock and could have a long-term adverse impact on our ability to raise capital in the future. If an active market is never developed for our Common Stock, it will be difficult or impossible for you to sell any Common Stock you purchase.

 

We cannot predict the extent to which an active public trading market for our Common Stock will develop or be sustained. If an active public trading market does not develop or cannot be sustained, you may be unable to liquidate your investment in our Common Stock.

 

At present, there is minimal public trading in our Common Stock. We cannot predict the extent to which an active public market for our Common Stock will develop or be sustained due to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares of Common Stock until such time as we became more seasoned and viable. Consequently, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on stock price. We cannot give you any assurance that an active public trading market for our Common Stock will develop or be sustained. If such a market cannot be sustained, you may be unable to liquidate your investment in our Common Stock.

 

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Our Common Stock may be subject to significant price volatility which may have an adverse effect on your ability to liquidate your investment in our Common Stock.

 

The market for our Common Stock may be characterized by significant price volatility when compared to seasoned issuers, and we expect that our stock price will be more volatile than a seasoned issuer for the indefinite future. The potential volatility in our stock price is attributable to a number of factors. First, our shares of Common Stock may be sporadically and/or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously if a large number of our shares of Common Stock are sold on the market without commensurate demand, as compared to a seasoned issuer that could better absorb those sales without adverse impact on its stock price. Secondly, an investment in us is a speculative or “risky” investment due to our lack of meaningful profits to date and uncertainty of future profits. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer.

 

We may be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our Common Stock.

 

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our Common Stock is a “penny stock” and is subject to Rule 15g-9 under the Exchange Act. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market, thus possibly making it more difficult for us to raise additional capital.

 

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

 

There can be no assurance that our Common stock will qualify for exemption from this rule. In any event, even if our Common Stock were exempt from this rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

 

We have never paid cash dividends on our Common Stock and do not intend to pay dividends for the foreseeable future.

 

We have paid no cash dividends on our Common Stock to date, and we do not anticipate paying cash dividends on our Common Stock in the near term. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our Common Stock. Accordingly, investors must be prepared to rely on sales of their Common Stock after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our Common Stock. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.

 

Our Preferred Stock have liquidation preferences senior to our Common Stock.

 

Our Series A Cumulative Convertible Preferred Stock, which we refer to as our Series A Preferred Stock, Series B Cumulative Redeemable Preferred Stock, which we refer to as our Series B Preferred Stock, and Series C Cumulative Redeemable Preferred Stock, which we refer to as our Series C Preferred Stock, have liquidation preferences that get paid prior to any payment on our Common Stock. As a result, if we were to dissolve, liquidate, merge with another company or sell our assets, the holders of our Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock would have the right to receive up to approximately $24,185,165 as of December 31, 2021, plus any unpaid dividends, before any amount is paid to the holders of our Common Stock. The payment of the liquidation preferences could result in common stockholders not receiving any consideration if we were to liquidate, dissolve or wind up, either voluntarily or involuntarily. The existence of the liquidation preferences may also reduce the value of our Common Stock, make it harder for us to sell shares of Common Stock in offerings in the future, or prevent or delay a change of control.

 

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We may issue additional debt and equity securities that are senior to our Common Stock as to distributions and in liquidation, which could materially adversely affect the value of the Common Stock.

 

In the future, we may attempt to increase our capital resources by entering into additional debt or debt-like financing that is secured by all or up to all of our assets, or issuing debt or equity securities, which could include issuances of commercial paper, medium-term notes, senior notes, subordinated notes or shares. In the event of our liquidation, our lenders and holders of our debt securities would receive a distribution of our available assets before distributions to our stockholders. Any additional preferred securities, if issued by our company, may have a preference with respect to distributions and upon liquidation that is senior to the preference of our Common Stock, which could further limit our ability to make distributions to our stockholders. Because our decision to incur debt and issue securities in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings and debt financing.

 

Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future. Thus, you will bear the risk of our future offerings reducing the value of your Common Stock. In addition, we can change our leverage strategy from time to time without approval of holders of our Common Stock, which could materially adversely affect the value of our Common Stock.

 

Our articles of incorporation, bylaws and Nevada law have anti-takeover provisions that could discourage, delay or prevent a change in control, which may cause our stock price to decline.

 

Our articles of incorporation, bylaws and Nevada law contain provisions which could make it more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our stockholders. We are currently authorized to issue up to 5,000,000 shares of “blank check” Preferred Stock. This Preferred Stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors without further action by stockholders. The terms of any series of Preferred Stock may include voting rights (including the right to vote as a series on particular matters), preferences as to dividend, liquidation, conversion and redemption rights and sinking fund provisions. The issuance of any Preferred Stock could materially adversely affect the rights of the holders of our Common Stock, and therefore, reduce the value of our Common Stock. For example, specific rights granted to future holders of Preferred Stock could be used to restrict our ability to merge with, or sell our assets to, a third party and thereby preserve control by current management.

 

Provisions of our articles of incorporation, bylaws and Nevada law also could have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. Specifically, our articles of incorporation, bylaws and Nevada law, among other things, provide our board of directors with the ability to alter our bylaws without stockholder approval, and provide that vacancies on our board of directors may be filled by a majority of directors in office, although less than a quorum.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

Not applicable.

 

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ITEM 2. PROPERTIES.

 

As of December 31, 2021, we owned the following manufactured housing properties.

 

  ● Pecan Grove – a 82 lot, all-age community situated on 10.71 acres and located in Charlotte, North Carolina. The average occupancy was 100%.

 

  ● Azalea Hills – a 41 lot, all-age community situated on 7.46 acres and located in Gastonia, North Carolina, a suburb of Charlotte, North Carolina. The average occupancy was 97%.

 

  ● Holly Faye – a 35 lot all-age community situated on 8.01 acres and located in Gastonia, North Carolina, a suburb of Charlotte North Carolina. The average occupancy was 99%.

 

  ● Lakeview – a 84 lot all-age community situated on 17.26 acres in Spartanburg, South Carolina. The average occupancy was 97%.

 

  ● Chatham Pines – a 49 lot all-age community situated on 23.57 acres and located in Chapel Hill, North Carolina. The average occupancy was 100%.

 

  ● Maple Hills – a 74 lot all-age community situated on 21.20 acres and located in Mills River, North Carolina, which is part of the Asheville, North Carolina, Metropolitan Statistical Area. The average occupancy was 93%

 

  ● Hunt Club Forest – a 79 lot all-age community situated on 13.02 acres and located in the Columbia, South Carolina metro area. The average occupancy was 99%.
     
● B&D – a 95 lot all-age community situated on 17.75 acres and located in Chester, South Carolina. The average occupancy was 89%.
     
  ● Crestview – a 113 lot all age community situated on 17.1 acres and located in the Asheville, North Carolina, Metropolitan Statistical Area. The average occupancy was 95%.
     
  ● Springlake – three all-age communities with 224 lots situated on 72.7 acres and located in Warner Robins, Georgia. The average occupancy was 88%.
     
  ● ARC – five all-age communities with 180 lots situated on 39.34 acres and located in Lexington, South Carolina. The average occupancy was 88%.
     
  ● Countryside – a 110 lot all-age community situated on 35 acres and located in Lancaster, North Carolina. The average occupancy was 90%.

 

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  ● Evergreen – a 65 lot all-age community situated on 28.4 acres and located in Dandridge, Tennessee. The average occupancy was 97%
     
  ● Golden Isles – a 113 lots all-age community situated on 16.76 acres and located in Brunswick, Georgia. The average occupancy was 75%.
     
  ● Anderson – ten all-age communities with 178 lots situated on 50 acres and located in Anderson, South Carolina. The average occupancy was 95%.
     
  ● Capital View – a 32 lot all-age community situated on 9.84 acres and located in Gaston, South Carolina. The average occupancy was 97%.
     
  ● Hidden Oaks - a 44 lot all-age community situated on 8.96 acres and located in West Columbia, South Carolina. The average occupancy was 93%.
     
  ● North Raleigh – five all-age communities with 137 lots situated on 135 acres and located in Franklin and Granville Counties, North Carolina. The average occupancy was 93%.
     
  ● Dixie – a 37 lot all-age community situated on 3.43 acres and located in Kings Mountain, North Carolina. The average occupancy was 91%.
     
  ● Driftwood – a 26 lot all-age community situated on 34.92 acres and located in Charlotte, North Carolina. The average occupancy was 88%.
     
  ● Meadowbrook – a 94 lot all-age community situated on 40.1 acres and located in York, South Carolina. The average occupancy was 100%.
     
  ● Morganton – a 61 lot all-age community situated on 31.29 acres and located in Morganton, North Carolina. The average occupancy was 100%.
     
  ● Asheboro – a 84 lot all-age community situated on 45.4 acres and located in Asheboro, North Carolina. The average occupancy was 95%.

 

The average occupancy rates above represent an average of total monthly occupancy rates from January 1, 2021 (or date of acquisition) through December 31, 2021. For the year ended December 31, 2021, our total portfolio weighted average occupancy rate was 93%. We do not include vacant, undeveloped lots in our average occupancy rate calculations above.  

 

ITEM 3. LEGAL PROCEEDINGS.

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Market Information

 

Our Common Stock is eligible for quotation on the Pink Market under the symbol “MHPC.” The following table sets forth, for the periods indicated, the high and low closing prices of our Common Stock. These prices reflect inter-dealer prices, without retain mark-up or commission, and may not represent actual transactions.

 

   Closing Prices 
   High   Low 
Fiscal Year Ended December 31, 2020          
1st Quarter  $2.71   $0.40 
2nd Quarter   3.15    0.20 
3rd Quarter   6.00    1.75 
4th Quarter    5.00    2.50 
           
Fiscal Year Ended December 31, 2021          
1st Quarter  $3.00   $1.99 
2nd Quarter    3.00    2.25 
3rd Quarter    6.00    0.84 
4th Quarter   3.90    2.80 

 

Approximate Number of Holders of Our Common Stock

 

As of March 29, 2022, there were approximately 24 registered holders of our Common Stock. This number excludes the shares owned by stockholders holding shares under nominee security position listings.

 

Dividend Policy

 

Dividends on our Series A Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of our Series A Preferred Stock are entitled to receive cumulative dividends in the amount of $0.017 per share each month, which is equivalent to the rate of 8% of the $2.50 liquidation preference per share. Dividends on shares of our Series A Preferred Stock will continue to accrue even if any of our agreements prohibit the current payment of dividends, or we do not have earnings.

 

Dividends on our Series B Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of our Series B Preferred Stock are entitled to receive cumulative dividends in the amount of $0.067 per share each month, which is equivalent to the annual rate of 8% of the $10.00 liquidation preference per share; provided that upon an event of default (generally defined as our failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall be increased to $0.083 per month, which is equivalent to the annual rate of 10% of the $10.00 liquidation preference per share. Dividends on shares of our Series B Preferred Stock will continue to accrue even if any of our agreements prohibit the current payment of dividends or we do not have earnings.

 

Dividends on our Series C Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of our Series C Preferred Stock are entitled to receive cumulative dividends in the amount of $5.83 per share each month, which is equivalent to the annual rate of 7% of the $1,000.00 liquidation preference per share. Dividends on shares of our Series C Preferred Stock will continue to accrue even if any of our agreements prohibit the current payment of dividends or we do not have earnings.

 

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We have never declared dividends or paid cash dividends on our Common Stock. Our board of directors will make any future decisions regarding dividends. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the near future. Our board of directors has complete discretion on whether to pay dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. See also Item 1.A. “Risk Factors—Risks Related to Ownership of Our Common Stock—We have never paid cash dividends on our Common Stock and do not intend to pay dividends for the foreseeable future.”

 

Securities Authorized for Issuance under Equity Compensation Plans

 

See Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

 

Recent Sales of Unregistered Securities

 

We have not sold any securities during the 2021 fiscal year that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K that was filed during the 2021 fiscal year.

 

Purchases of Equity Securities

 

We did not repurchase any shares of our Common Stock during fiscal year 2021.

 

ITEM 6. [RESERVED]

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following selected financial information is derived from our historical financial statements should be read in conjunction with such financial statements and notes thereto set forth elsewhere herein and the “Special Note Regarding Forward Looking Statements” explanation included in the “Introductory Notes” above.

 

Overview

 

We are a self-administered, self-managed, vertically integrated owner and operator of manufactured housing communities. We earn income from leasing manufactured home sites to tenants who own their own manufactured home and the rental of company-owned manufactured homes to residents of the communities.

 

We own and operate forty-three manufactured housing communities containing approximately 2,037 developed sites and 1,045 company-owned manufactured homes. The communities are located in Georgia, North Carolina, South Carolina and Tennessee. See Item 2. “Properties” for a description of these manufactured housing communities.

 

Recent Developments

  

Additional Closings of Regulation A Offering

 

Subsequent to December 31, 2021, the Company sold an aggregate of 4,293 shares of Series C Preferred Stock in additional closings of the Regulation A offering described below for total gross proceeds of $4,289,440. After deducting a placement fee, we received net proceeds of approximately $3,996,130.

 

Warrenville Purchase and Sale Agreement

 

On November 11, 2021, MHP Pursuits LLC entered into a purchase and sale agreement with R&S Properties, LLC for the purchase of a manufactured housing community located in Warrenville, South Carolina consisting of 85 lots and 61 homes on approximately 45 acres for a total purchase price of $3,050,000. On March 9, 2022, the agreement was amended to extend the closing date to March 31, 2022. As of the date of this report, acquisition of this community has not yet occurred.

 

Spaulding Purchase and Sale Agreement

 

On January 19, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with Spaulding Enterprises, Inc. for the purchase of a manufactured housing community located in Brunswick, Georgia consisting of 72 sites and 28 homes on approximately 17 acres for a total purchase price of $2,000,000. As of the date of this report, acquisition of this community has not yet occurred.

 

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Sunnyland Acquisition

 

On November 3, 2021, MHP Pursuits LLC entered into a purchase and sale agreement with Billie Jean Faust for the purchase of a manufactured housing community located in Byron, Georgia consisting of 73 sites on approximately 18.57 acres and an adjacent parcel of undeveloped land containing 15.09 acres for a total purchase price of $2,200,000. On January 27, 2022, MHP Pursuits assigned its rights and obligations in the purchase agreement to Sunnyland MHP LLC and Gvest Sunnyland Homes LLC pursuant to an assignment of purchase and sale agreement. On January 31, 2022, closing of the acquisition was completed and Sunnyland MHP LLC purchased the land and land improvements, and Gvest Sunnyland Homes LLC purchased the buildings.

 

In connection with the closing of the acquistion, on January 31, 2022, Sunnyland MHP LLC entered into a loan agreement with Vanderbilt Mortgage and Finance, Inc. for a loan in the principal amount of $1,760,000 and issued a promissory note to the lender for the same amount.

 

Interest on the disbursed and unpaid principal balance accrues as follows: (a) from the date funds are first disbursed at a rate of 5.37% per annum, interest only for the first thirty-six months, and (b) on February 10, 2025, interest on the disbursed and unpaid principal balance accrues at a rate 5.21% per annum until maturity. Interest is calculated on the basis of a 360-day year and the actual number of calendar days elapsed. Payments began on March 10, 2022 and continue the 10th of every month until maturity on February 10, 2027. Sunnyland MHP LLC may prepay the note in part or in full at any time if it pays a prepayment premium calculated in accordance with the loan agreement.

 

The note is secured by a first priority security interest in the property and is guaranteed by Raymond M. Gee. The loan agreement and note contain customary financial and other covenants and events of default for a loan of its type.

 

Clyde Purchase and Sale Agreement

 

On February 10, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with Harold and Brenda Allen for the purchase of a manufactured housing community located in Clyde, North Carolina, a part of the Asheville Metropolitan Statistical Area, consisting of 51 sites and homes on approximately 9 acres for a total purchase price of $3,050,000. As of the date of this report, acquisition of this community has not yet occurred.

 

Solid Rock Purchase and Sale Agreement

 

On February 25, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with K10 Enterprises LLC for the purchase of a manufactured housing community located in Leesville, South Carolina, consisting of 39 sites and homes on approximately 11 acres for a total purchase price of $1,700,000. As of the date of this report, acquisition of this community has not yet occurred.

 

Charlotte 3 Park Note Repayment

 

On February 28, 2022, our company borrowed $700,000 from Gvest Real Estate Capital, LLC, increasing the outstanding balance on the revolving promissory note described below. On March 1, 2022, proceeds from the revolving promissory note were used to repay the Charlotte 3 Park MHP LLC $1,500,000 note payable upon its maturity.

 

Impact of Coronavirus Pandemic

 

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. On March 11, 2020, the World Health Organization declared the outbreak a pandemic, and on March 13, 2020, the United States declared a national emergency.

 

Most states and cities, including where our properties are located, have reacted by instituting quarantines, restrictions on travel, “stay at home” rules and restrictions on the types of businesses that may continue to operate, as well as guidance in response to the pandemic and the need to contain it.

 

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The rules and restrictions put in place have had a negative impact on the economy and business activity and may adversely impact the ability of our tenants, many of whom may be restricted in their ability to work, to pay their rent as and when due.  In addition, our property managers may be limited in their ability to properly maintain our properties.  Enforcing our rights as landlord against tenants who fail to pay rent or otherwise do not comply with the terms of their leases may not be possible as many jurisdictions, including those where are properties are located, have established rules and/or regulations preventing us from evicting tenants for certain periods in response to the pandemic. If we are unable to enforce our rights as landlords, our business would be materially affected. 

 

If the current pace of the pandemic does not continue to slow and the spread of the virus is not contained, our business operations could be further delayed or interrupted. We expect that government and health authorities may announce new or extend existing restrictions, which could require us to make further adjustments to our operations in order to comply with any such restrictions. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs.

 

The extent to which the pandemic may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic and capital markets environment present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows. See also Item 1A. “Risk Factors” above.

 

Results of Operations

 

The following table sets forth key components of our results of operations during the years ended December 31, 2021 and 2020.

 

   Year Ended December 31,   Increase (Decrease) 
   2021   2020   Amount   Percent 
Revenue        (As Revised)           
Rental and related income  $8,328,294   $6,380,515   $1,947,779    30.53%
Homes sales   33,983    -    33,983    100.00%
Total revenues   8,362,277    6,380,515    1,981,762    31.06%
Community operating expenses                    
Repair and maintenance   529,899    390,140    139,759    35.82%
Real estate taxes   463,148    315,061    148,087    47.00%
Utilities   691,830    571,182    120,648    21.12%
Insurance   125,159    158,672    (33,513)   (21.12)%
General and administrative expense   821,234    198,425    622,809    313.88%
Total community operating expenses   2,631,270    1,633,480    997,790    61.08%
Corporate payroll and overhead   3,013,810    1,581,807    1,432,003    90.53%
Depreciation and amortization expense   2,060,882    1,652,509    408,373    24.71%
Interest expense   2,243,876    1,961,843    282,033    14.38%
Refinancing costs   110,691    464,568    (353,877)   (76.17)%
Total expenses   10,060,529    7,294,207    2,766,322    37.92%
Other income   139,300    -    139,300    100.00%
Gain on sale of property   -    761,978    (761,978)   (100.00)%
Net loss  $(1,558,952)  $(151,714)   (1,407,238)   927.56%
Net loss attributable to non-controlling interest                    
Variable interest entity share of net loss   (460,609)   451,876    (912,485)   (201.93)%
Net income (loss) attributable to our company   (1,098,343)   (603,590)   (494,753)   81.97%
Preferred stock dividends and put option value accretion   2,175,472    1,850,860    324,612    17.54%
Net loss attributable to common shareholders  $(3,273,815)  $(2,454,450)  $(819,365)  $33.38%

 

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Revenues. For the year ended December 31, 2021, we earned total revenues of $8,362,277, as compared to $6,380,515 for the year ended December 31, 2020, an increase of $1,981,762, or 31.06%. The increase was primarily due to $1,308,447 of rental income from the acquisition of twenty-four manufactured housing communities during 2021 and a complete year of rental income totaling $241,099 related to two properties acquired during the first quarter of 2020. The remaining increase was due to an average 2% increase in occupancy along with rental rate increases.

 

Community Operating Expenses. For the year ended December 31, 2021, we incurred total community operating expenses of $2,631,270, as compared to $1,633,480 for the year ended December 31, 2020, an increase of $997,790, or 61.08%. The increase in community operating expenses was primarily due to additional expenses associated with the twenty-four properties acquired throughout 2021. We incurred additional repairs and maintenance, insurance, and real estate tax expenses as expected and we hired additional on-site maintenance staff at several of our new parks to help us to increase efficiencies and decrease contract labor costs as we expanded into new markets this year, including in the Raleigh, Anderson, and Columbia metropolitan areas, among others. Community operating expenses as a percentage of revenues were 31.47% and 25.60% during 2021 and 2020, respectively.

 

Corporate Payroll and Overhead Expenses. For the year ended December 31, 2021, we incurred corporate payroll and overhead expenses of $3,013,810, as compared to $1,581,807 for the year ended December 31, 2020, an increase of $1,432,003, or 90.53%. This increase was primarily due to increased payroll including corporate salaries and benefits expense of $481,180 due to hiring additional personnel to support our growth and an increase in employee bonuses of $306,870. Additionally, we incurred increased audit and legal fees of approximately $45,000 largely driven by the volume of 2021 acquisitions, increased rent expense for our corporate office space by $96,000, and approximately $200,000 of additional marketing and travel expenses. Corporate payroll and overhead expenses as a percentage of revenue were 36.04% and 24.79% during 2021 and 2020, respectively.

 

Depreciation and Amortization Expense. For the year ended December 31, 2021, we recorded depreciation expense and amortization of acquisition costs of $2,060,882, as compared to $1,652,509 for the year ended December 31, 2020, an increase of $408,373, or 24.71%. The increase in depreciation and amortization was driven by approximately $260,000 related to the acquisition of depreciable assets in twenty-four manufactured housing communities during 2021 and an increase of $88,628 from a complete year of depreciation expense related to the two properties acquired during 2020. The remaining increase was due to capital improvement projects completed during the year ended December 31, 2021, such as home renovations and new home installations.

 

Interest Expense. For the year ended December 31, 2021, we incurred interest expense of $2,243,876, as compared to $1,961,843 for the year ended December 31, 2020, an increase of $282,033, or 14.38%. The increase was primarily related to the increase in interest expense of $296,274 on additional debt incurred to acquire new properties in 2021 and an increase of $76,252 from dividends to preferred stockholders, which are included in interest expense given the liability treatment of the mandatorily redeemable Series C Preferred Stock, offset by decreases due to the payoff of our Butternut mortgage in 2020 upon selling the community. Interest expense as a percentage of revenues was 26.83% and 30.75% during 2021 and 2020, respectively, which continues to improve as we refinance and pay down our existing debt and obtain new loans for acquisitions with more favorable terms.

 

Refinancing Costs. For the year ended December 31, 2021, we recognized $110,691 of refinancing costs, as compared to $464,568 for the year ended December 31, 2020, a decrease of $353,877, or 76.17%. The 2021 expense related to the refinancing of three loans connected to our Springlake communities for a new loan with one lender. Upon the refinance, we wrote off unamortized debt issuance costs connected with the original debt. During the year ended December 31, 2020, we refinanced notes payable related to five of our communities.

 

Other Income. During the year ended December 31, 2021, we recognized other income of $139,300 upon forgiveness of our Paycheck Protection Program loan by the Small Business Administration in June 2021, compared to $0 for the year ended December 31, 2021.

 

Gain on Sale of Property. We did not sell any of our communities during the year ended December 31, 2021. We recognized a gain on the sale of our Butternut community equal to $761,978 during the year ended December 31, 2020.

 

Net Loss. The factors described above resulted in a net loss of $1,558,952 for the year ended December 31, 2021, as compared to a net loss of $151,714 for the year ended December 31, 2020, an increase of $1,407,238, or 927.56%.

 

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Liquidity and Capital Resources

 

As of December 31, 2021, we had cash and cash equivalents of $2,106,329, including restricted cash of $705,195. In addition to cash generated through operations, we use a variety of sources to fund our cash needs, including acquisitions and sales of properties. We intend to continue to increase our real estate investments. Our business plan includes acquiring communities that yield more than our cost of funds and then investing in physical improvements, including adding rental homes onto otherwise vacant sites. Our ability to continue acquiring communities are dependent on our ability to raise capital. There is no guarantee that any of these additional opportunities will materialize or that we will be able to take advantage of such opportunities. The growth of our real estate portfolio depends on the availability of suitable properties which meet our investment criteria and appropriate financing.

 

We will require additional funding to finance the growth of our current and expected future operations as well as to achieve our strategic objectives. We believe that our current available cash along with anticipated revenues is sufficient to meet our cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to us, if at all.

 

We plan to meet our short-term liquidity requirements for the next twelve months, generally through available cash as well as net cash provided by operating activities and with funds available to us under the existing $1.5 million revolving note described below.

 

Summary of Cash Flow

 

The following table provides detailed information about our net cash flow for years ended December 31, 2021 and 2020:

 

Cash Flow

 

   Year Ended December 31, 
   2021   2020 
Net cash provided by operating activities  $2,265,991   $1,278,907 
Net cash used in investing activities   (9,125,195)   (200,195)
Net cash provided by (used in) financing activities   6,976,676    (3,237,266)
Net increase (decrease) in cash and cash equivalents   117,472    (2,158,554)
Cash and cash equivalents at beginning of year   1,988,857    4,147,411 
Cash and cash equivalent at end of year  $2,106,329   $1,988,857 

 

Net cash provided by operating activities was $2,265,991 for the year ended December 31, 2021, as compared to $1,278,907 for the year ended December 31, 2020. For the year ended December 31, 2021, the net loss of $1,558,952, offset by depreciation and amortization in the amount of $2,060,882, increase in accrued liabilities of $747,559, increase in tenant security deposits of $366,043, and increase in accounts payable of $241,869 were the primary drivers of the net cash provided by operating activities. For the year ended December 31, 2020, the net loss of $151,714, offset by depreciation and amortization in the amount of $1,652,509, and write off mortgage costs totaling $464,569, were the primary drivers of the net cash provided by operating activities.

 

Net cash used in investing activities was $9,125,195 for the year ended December 31, 2021, as compared to $200,195 for the year ended December 31, 2020. Net cash used in investing activities for the year ended December 31, 2021 consisted of purchases of investment properties in the amount of $6,617,000 and $481,781 paid for acquisition costs, as well as capital improvements of $2,026,414, while net cash used in investing activities for the year ended December 31, 2020 consisted of purchases of investment properties in the amount of $1,001,000 and capital improvements of $1,299,195, offset by proceeds of $2,100,000 from the sale of the Butternut community.

 

Net cash provided by financing activities was $6,976,676 for the year ended December 31, 2021, as compared to $3,237,266 net cash used in financing activities for the year ended December 31, 2020. For the year ended December 31, 2021, net cash provided by financing activities consisted primarily of proceeds from issuance of preferred stock of $6,809,884 and proceeds from notes payable and lines of credit in the amount of $9,396,731, offset by repayment of notes payable of $4,909,168, repayment of VIE lines of credit of $1,732,599, and capitalized debt issuance costs of $1,526,376. For the year ended December 31, 2020, net cash used in financing activities consisted primarily of repayment of related party note and line of credit of $2,608,867, repayment of notes payable $18,555,939, capitalized financing cost of $1,230,680, and preferred share dividends of $811,143, offset by proceeds from issuance of preferred stock of $2,151,250 and proceeds from note payables of $16,960,969.

 

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Prior Regulation A Offering

 

On November 1, 2019, we launched an offering under Regulation A of Section 3(6) of the Securities Act for Tier 2 offerings, pursuant to which we offered up to 1,000,000 shares of Series B Preferred Stock at an offering price of $10.00 per share, for a maximum offering amount of $10,000,000. In addition, we offered bonus shares to early investors in this offering, whereby the first 400 investors received, in addition to Series B Preferred Stock, 100 shares of Common Stock, regardless of the amount invested, for a total of 40,000 shares of Common Stock. This offering terminated on March 30, 2021.

 

In total, we sold an aggregate of 758,551 shares of Series B Preferred Stock for total gross proceeds of $7,585,510. After deducting a placement fee and other expenses, we received net proceeds of $7,185,717. We issued 29,000 shares of Common Stock to holders of Series B Preferred Stock.

 

Current Regulation A Offering

 

On June 11, 2021, we launched a new offering under Regulation A of Section 3(6) of the Securities Act for Tier 2 offerings, pursuant to which we are offering up to 47,000 shares of Series C Preferred Stock at an offering price of $1,000 per share for a maximum offering amount of $47 million.

 

During the year ended December 31, 2021, we sold an aggregate of 5,734.4 shares of Series C Preferred Stock for total gross proceeds of $5,734,400. After deducting a placement fee and other expenses, we received net proceeds of $5,345,207. The Company capitalized an additional $159,515 of issuance costs associated with the offering which, net of amortization expense, offset with the net proceeds on the balance sheet.

 

Promissory Notes

 

We have issued promissory notes payable to lenders related to the acquisition of manufactured housing communities and mobile homes. The interest rates on these promissory notes range from 3.310% to 5.875% with 5 to 30 years principal amortization. Two of the promissory notes have an initial 6 month, two had an initial 12 month, seven have an initial 24 month, one has an initial 60 month, and one promissory note has a 180-month period of interest only payments. The promissory notes are secured by the real estate assets and $36,554,126 for eighteen loans were guaranteed by Raymond M. Gee.

 

On May 1, 2020, we received a $139,300 Paycheck Protection Program, or PPP, loan from the United States Small Business Administration, or the SBA, under provisions of the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act. The PPP loan had a two-year term and bore interest at a rate of 1.0% per annum.  The PPP provides that loans may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. We used the proceeds from the PPP loan for qualifying expenses and applied for forgiveness of the PPP loan in accordance with the terms of the CARES Act. The loan was forgiven by the SBA on June 7, 2021.

 

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As of December 31, 2021, the outstanding balance on these notes was $50,955,777. The following are the terms of these notes:

 

    Maturity
Date		     Interest
Rate		     Balance
12/31/21		     Balance
12/31/20		  
Pecan Grove MHP LLC     02/22/29       5.250 %     2,969,250       3,037,625  
Azalea MHP LLC     03/01/29       5.400 %     790,481       810,741  
Holly Faye MHP LLC     03/01/29       5.400 %     579,825       579,825  
Chatham MHP LLC     04/01/24       5.875 %     1,698,800       1,734,828  
Lakeview MHP LLC     03/01/29       5.400 %     1,805,569       1,832,264  
B&D MHP LLC     05/02/29       5.500 %     1,779,439       1,818,303  
Hunt Club MHP LLC     01/01/33       3.430 %     2,398,689       2,445,011  
Crestview MHP LLC     12/31/30       3.250 %     4,682,508       4,800,000  
Maple Hills MHP LLC     12/01/30       3.250 %     2,341,254       2,400,000  
Springlake MHP LLC     11/14/21       3.310 %     -       4,000,000  
Springlake MHP LLC*     12/10/26       4.750 %     4,016,250       -  
ARC MHP LLC     01/01/30       5.500 %     3,809,742       3,885,328  
Countryside MHP LLC     03/20/50       5.500 %     1,684,100       1,700,000  
Evergreen MHP LLC     04/01/32       3.990 %     1,115,261       1,135,502  
Golden Isles MHP LLC     03/31/26       4.000 %     787,500       -  
Anderson MHP LLC*     07/10/26       5.210 %     2,153,807       -  
Capital View MHP LLC*     09/10/26       5.390 %     817,064       -  
Hidden Oaks MHP LLC*     09/10/26       5.330 %     823,440       -  
North Raleigh MHP LLC     11/01/26       4.750 %     5,304,409       -  
Charlotte 3 Park MHP LLC (Dixie, Driftwood, Meadowbrook)(1)     03/01/22       5.000 %     1,500,000       -  
Carolinas 4 MHP LLC*     01/10/27       5.300 %     3,105,070          
Gvest Finance LLC (B&D homes)     05/01/24       5.000 %     657,357       694,640  
Gvest Finance LLC (Countryside homes)     03/20/50       5.500 %     1,287,843       1,300,000  
Gvest Finance LLC (Golden Isles homes)     03/31/36       4.000 %     787,500       -  
Gvest Anderson Homes LLC*     07/10/26       5.210 %     2,006,193       -  
Gvest Capital View Homes LLC*     09/10/26       5.390 %     342,936       -  
Gvest Hidden Oaks Homes LLC*     09/10/26       5.330 %     416,560       -  
Gvest Carolinas 4 Homes LLC (Asheboro, Morganton)*     01/10/27       5.300 %     1,294,930          
PPP Loan - MHP     05/01/22       1.000 %     -       139,300  
Total Note Payables                     50,955,777       32,313,367  
Discount Direct Lender Fees                     (2,064,294 )     (1,096,629 )
Total Net of Discount                   $ 48,891,483     $ 31,216,738  

 

(1)We repaid the Charlotte 3 Park MHP LLC note payable of $1,500,000 on March 1, 2022.
*The notes indicated above are subject to certain financial covenants.

 

During the year ended December 31, 2021, we refinanced our Springlake MHP LLC note payable totaling $4,000,000 to a new note with a different lender totaling $4,016,000. As of December 31, 2021, we recognized refinancing cost expense totaling $87,985 and capitalized $75,141 of debt issuance costs related to the new note. Also during the year ended December 31, 2021, Gvest Finance LLC paid off a note payable totaling $309,271 that was originally used to purchase new homes that were integrated into our Springlake community. This note was repaid with proceeds from the Springlake New Home Facility described below. Gvest Finance LLC recognized refinance cost totaling $6,204 related to this repayment.

 

During the year ended December 31, 2020, we refinanced a total of $16,374,007 from loans payable to $15,245,000 of new notes payable from five of the communities. We used the additional loans payable proceeds from the refinance to retire the related party note payable described below. As of December 31, 2020, we recognized refinancing cost expense totaling $464,568 and capitalized $640,895 of mortgage costs related to the refinancing.

 

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Metrolina Promissory Note

 

On October 22, 2021, we issued a promissory note to Metrolina Loan Holdings, LLC, or Metrolina, a significant stockholder, in the principal amount of $1,500,000. This related party note bears interest at a rate of 18% per annum and matures on April 1, 2023. During the first six months of the note, any prepayment would require us to pay a yield maintenance fee equal to six months of interest. Thereafter, the loan may be prepaid at any time without penalty or fee. The note is guaranteed by Mr. Gee. As of December 31, 2021, the balance on this note was $1,500,000, and interest expense for the year totaled $51,780.

 

Gvest Revolving Promissory Note

 

On December 27, 2021, we issued a revolving promissory note to Raymond M. Gee, our chief executive officer, pursuant to which we may borrow up to $1,500,000 from Mr. Gee on a revolving basis for working capital or acquisition purposes. On the same date, we borrowed $150,000. This note has a five-year term and is interest-only based on an 15% annual rate through the maturity date. As of December 31, 2021, the outstanding balance on this note was $150,000.

 

Line of Credit – ARC, Crestview, and Maple Occupied Home Facility

 

On December 24, 2020, Gvest Homes I LLC entered into a loan agreement with a lender for a commitment amount of up to $20,000,000, provided that only up to $8,500,000 is to be used for used homes within our ARC, Crestview, and Maple communities. The agreement requires the maintenance of certain financial ratios and other affirmative and negative covenants.

  

On December 24, 2020, the lender agreed to advance $3,348,967 to us. During the first quarter of 2021, the lender agreed to increase this amount to $3,422,260. As of December 2021, $850,000 was still due from the lender. On December 17, 2021, the lender advanced $838,000 under the Multi-Community Rental Financing Facility discussed below and the funds were used to pay us the outstanding balance owed from the 2020 sale of ARC homes to Gvest Homes I LLC. Subsequently, Gvest Homes I LLC reduced the line of credit balance of the ARC, Crestview, and Maple Occupied Home Facility to the total amount funded to date. As of December 31, 2021 and 2020, the outstanding balance on this line of credit was $2,517,620 and $3,348,967, respectively, presented on the balance sheet net of discount direct lender fees of $95,221 and $134,051, respectively.

 

The line of credit bears interest at 8.375% and maturity date of the loan is January 1, 2030. During the years ended December 31, 2021 and 2020, interest expense totaled $168,770 and $587, respectively. Pursuant to the agreement, we are obligated to pay a fee to the lender equal to 1% of the amount of each advance which funding fee shall be deducted from the then available commitment amount. The line of credit is guaranteed by Raymond M. Gee.

 

Lines of Credit – Multi-Community Floorplan and Rental Financing Facilities

 

On July 26, 2021, Gvest Finance LLC entered into a floorplan credit agreement, rental homes credit agreement, and a credit and security supplemental agreement pursuant to which the lender has agreed to make available to Gvest Finance LLC a secured credit facility with a joint, aggregate credit limit of $5,000,000, consisting of (i) a credit limit of up to $1,000,000 under a floorplan line to be used to finance the acquisition of manufactured homes for retail sale and (ii) a credit limit of up to $4,000,000 under a rental line to finance the acquisition of rental homes. The lender subsequently agreed to extend the credit limit for the floorplan line to $2,000,000. 

 

On November 12, 2021, Gvest Finance LLC repaid the outstanding balance on the floorplan line as of that date totaling $1,676,634 using funds advanced from the Springlake New Home Facility discussed below. As of December 31, 2021, the balance on the floorplan line of credit was $1,104,255 as Gvest Finance LLC borrowed additional funds of $1,104,255 after the initial repayment which is presented on the balance sheet net of discount direct lender fees of $1,612.

 

The floorplan line of credit interest is calculated at a schedule as follows: (i) Day 1-360: LIBOR plus 6% per annum; (ii) Day 361-720: LIBOR plus 7% per annum; and (iii) Day 721+: LIBOR plus 8% per annum. Interest shall also accrue at the lesser of (a) the “LIBOR Rate”, plus 10% per annum and (b) the maximum lawful rate of interest permitted under applicable law. During the year ended December 31, 2021, total interest expense was $23,933.

 

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The maturity date of the of the floorplan line of credit will vary based on each statement of financial transaction, or SOFT, a report identifying the funded homes and the applicable financial terms. Gvest Finance LLC promises to repay each floor plan advance as follows: (i) Gvest Finance LLC shall pay a principal amount in an amount equal to the original principal amount of such advance multiplied by the percentage specified in the applicable SOFT, commencing on the 15th day of the first full month after the first anniversary of any advance and continuing on the 15th day of each month thereafter; (ii) interest shall be payable monthly, in arrears, and shall be due and payable on or before the 15th day of the month following the month in which such interest accrues; and (iii) Gvest Finance LLC will pay to lender an amount equal to the original invoice price of such homes inventory, less all principal payments made with respect to such inventory pursuant to (ii) above, plus all billed and unpaid interest and any applicable fees, upon the sale of inventory financed or refinanced by lender.

 

The rental line of credit bears interest at the greater of 3.25% or the highest prime rate of interest published in the Wall Street Journal on either (A) the date when the lender advances the loan or (B) the last day of the 60th month following the month of the date when the lender advances the loan, plus 375 basis points in either case. The rental line of credit matures ten years after the date of each advance. During the year ended December 31, 2021, total interest expense was $2,409. As of December 31, 2021, the balance on the rental line was $838,000, presented on the balance sheet net of discount direct lender fees of $35,000. The proceeds were used to purchase used homes in the ARC community as discussed above.

 

The floorplan and rental lines of credit are guaranteed by Raymond M. Gee. Gvest Finance LLC is subject to certain financial covenants as set out in the loan agreement.

 

Line of Credit – Springlake Home Facility

 

On November 12, 2021, Gvest Springlake Homes LLC, a wholly owned subsidiary of Gvest Finance LLC, entered into a loan and security agreement for a line of credit in the principal amount of $2,000,000 to be used to purchase homes for our Springlake community. The immediate advance of funds from the line of credit totaling $1,892,481 was used to pay off Gvest Finance LLC’s preexisting note totaling $309,271 and the outstanding balance of the Line of Credit – Multi-Community Floor Plan and Rental Financing Facility totaling $1,676,634. The credit limit on this facility was increased on March 28, 2022 to $3,300,000.

 

The line of credit bears interest at the lesser of the Wall Street Journal prime rate plus one percent or 6.75% per annum and matures five years after each advance. As of December 31, 2021, the balance due on this line of credit was $1,892,481, presented on the balance sheet net of discount direct lender fees of $19,916. Interest expense related to this facility for the year ended December 31, 2021 totaled $20,936. The line of credit is guaranteed by Raymond M. Gee. Gvest Springlake Homes LLC is subject to certain financial covenants as set out in the loan agreement.

 

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Off-Balance Sheet Arrangements

 

As of December 31, 2021, we had no off-balance sheet arrangements.

 

Critical Accounting Policies

 

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with 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 our consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.

 

Critical accounting policies are defined as those that involve significant judgment and potentially could result in materially different results under different assumptions and conditions. Management believes the following critical accounting policies are affected by our more significant judgments and estimates used in the preparation of our consolidated financial statements.

 

Revenue Recognition. Mobile home rental and related income is generated from lease agreements for our sites and homes. The lease component of these agreements is accounted for under Topic 842 of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for leases.

 

Under ASC 842, we must assess on an individual lease basis whether it is probable that we will collect the future lease payments. We consider the tenant’s payment history and current credit status when assessing collectability. When collectability is not deemed probable, we write-off the tenant’s receivables, including straight-line rent receivable, and limit lease income to cash received.

 

Our revenues primarily consist of rental revenues and tenant fee income. We have the following revenue sources and revenue recognition policies:

 

  ● Rental revenues include revenues from the leasing land lot or a combination of both, the mobile home and land at our properties to tenants.

 

  ○ Revenues from the leasing of land lot or a combination of both, the mobile home and land at our properties to tenants include (i) lease components, including land lot or a combination of both, the mobile home and land, and (ii) reimbursement of utilities and account for the components as a single lease component in accordance with ASC 842.

 

  ○ Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease. We commence rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of utilities are generally recognized in the same period as the related expenses are incurred. Our leases are month-to-month.

  

Acquisitions. We account for acquisitions as asset acquisitions in accordance with ASC 805, “Business Combinations,” and allocate 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. We allocate the purchase price of an acquired property generally determined by internal evaluation as well as third-party appraisal of the property obtained in conjunction with the purchase.

 

Variable Interest Entities. In December 2020, we entered into a property management agreement with Gvest Finance LLC, a company owned and controlled by our parent company, Gvest Real Estate Capital LLC, an entity whose sole owner is Raymond M. Gee, our chairman and chief executive officer, and have subsequently entered into property management agreements with Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, Gvest Sunnyland Homes LLC and Gvest Warrenville Homes LLC, which are wholly owned subsidiaries of Gvest Finance LLC. Under the property management agreements, we manage the homes owned by the VIEs and the VIEs remit to our company all income, less any sums paid out for debt service plus 5% of the debt service payment.

 

Additionally, during 2021, we formed two entities, Brainerd Place LLC and Bull Creek LLC, for the purpose of exploring opportunities to develop mobile home communities. We own 49% of these entities and Gvest Real Estate LLC, an entity whose sole owner is Raymond M. Gee, our chairman and chief executive officer, owns 51%. We also executed operating agreements with these entities which designate Gvest Capital Management LLC, a company owned and controlled by Gvest Real Estate Capital LLC, as manager with the authority, power, and discretion to manage and control the entities’ business decisions. The operating agreements require us to make cash contributions to the entities to fund their activities, operations, and existence, if we approve the contribution requests from the manager, which ultimately provides us with power to direct the economically significant activities of these entities.

 

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A company with interests in a VIE must consolidate the entity if the company is deemed to be the primary beneficiary of the VIE; that is, if it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Such a determination requires management to evaluate circumstances and relationships that may be difficult to understand and to make a significant judgment, and to repeat the evaluation at each subsequent reporting date. Primarily due to our common ownership by Mr. Gee, our power to direct the activities of these entities that most significantly impact their economic performance, and the fact that we have the obligation to absorb losses or the right to receive benefits from these entities that could potentially be significant to these entities, the entities listed above are considered to be VIEs in accordance applicable U.S. generally accepted accounting principles, or GAAP.

 

Investment Property and Depreciation. Investment property, including property and equipment, is carried at cost. Depreciation for Sites and Building is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 15 to 25 years). Depreciation of Improvements to Sites and Buildings, Rental Homes and Equipment and Vehicles is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 3 to 25 years). 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 expense as incurred and improvements are capitalized. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statement and any gain or loss is reflected in the current period’s results of operations.

 

Impairment Policy. We apply FASB ASC 360-10, “Property, Plant & Equipment,” 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 the carrying value under 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. After the date we determine a property is held for disposition, depreciation expense is not recorded. There was no impairment during the years ended December 31, 2021 and 2020.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

The full text of our audited consolidated financial statements begins on page F-1 of this annual report.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

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As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31, 2021. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that, because of the material weaknesses described below, our disclosure controls and procedures were not effective.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and principal financial and accounting officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that:

 

  (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

  (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

 

  (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Our management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this evaluation, management used the framework established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on our evaluation, we determined that, as of December 31, 2021, our internal control over financial reporting was not effective due to the following material weaknesses.

 

  ● We lack proper segregation of duties due to the limited number of employees within the accounting department.

 

  ● We lack effective closing procedures.

 

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

 

To cure the foregoing material weakness, we have taken or plan to take the following remediation measures:

  

  ● We have added and plan to continue to add additional employees to assist in the financial closing procedures.

 

  ● As necessary, we will continue to engage consultants or outside accounting firms to ensure proper accounting for our consolidated financial statements.

 

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We intend to complete the remediation of the material weaknesses discussed above as soon as practicable, but we can give no assurance that we will be able to do so. Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken and intend to take may not fully address the material weaknesses that we have identified, and material weaknesses in our disclosure controls and procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation, as needed.

 

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Changes in Internal Controls over Financial Reporting

 

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.


During the year ended December 31, 2021, we hired a new vice president of finance who assists with the functions of the accounting department. This hire has led to more segregation of duties and levels of review in our day-to-day accounting functions, reporting, and closing procedures which historically have been material weaknesses for us in internal controls.

 

Other than in connection with the implementation of the remedial measures described above, there were no changes in our internal controls over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION.

 

We have no information to disclose that was required to be disclosed in a report on Form 8-K during fourth quarter of fiscal year 2021 but was not reported.

 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 

Not applicable. 

 

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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

The following sets forth information about our directors and executive officers as of the date of this report:

 

Name  Age   Position
Raymond M. Gee   61   Chairman of the Board and Chief Executive Officer
Michael Z. Anise   45   President, Chief Financial Officer and Director
Andrew Coatley   40   Chief Operating Officer
Adam A. Martin   50   Chief Investment Officer
Chelsea H. Gee   29   Vice President of Finance
William H. Carter   73   Director
Richard M. Gee   29   Director
James L. Johnson   55   Director
Terry Robertson   78   Director

 

Raymond M. Gee. Mr. Gee has served as chairman of our board of directors and chief executive officer of our company since October 2017 as a result of the merger of Mobile Home Rental Holdings LLC with our company. Mr. Gee has 30 years of experience in commercial real estate, development, and structured finance. He has also served as the chief executive officer of Gvest Capital LLC, which provides management and administrative services to various investment and asset ownership entities, since 2012. Prior to forming Gvest Capital LLC, he was the head of real estate and structured products for Royal & Sun Alliance and oversaw a multi-billion-dollar diversified portfolio. Previously he headed the Latin American real estate practice for Arthur Andersen in Mexico City. Mr. Gee is a graduate of the University of Oklahoma with a BBA in finance/real estate. Mr. Gee was selected to serve on our board of directors due to his management experience in our industry.

 

Michael Z. Anise. Mr. Anise has served as our chief financial officer and as a member of our board of directors since September 2017 and has served as our president since August 2019. From 2011 to 2017, Mr. Anise was chief financial officer of Crossroads Financial, a commercial finance company. Mr. Anise earned his BS degree in accounting, with a minor in finance, from Florida Atlantic University. Mr. Anise was selected to serve on our board of directors due to finance experience.

 

Andrew Coatley. Mr. Coatley has served as our chief operating officer since October 2019. From 2014 to October 2019, he was the executive property director for Bainbridge Companies providing operational leadership. Mr. Coatley earned a BS degree in education from The Defiance of Ohio.

 

Adam A. Martin. Mr. Martin has served as our chief investment officer since October 2017. From 2009 to September 2017, he was CIO of Gvest Capital LLC, a company that provides management and administrative services to various investment and asset ownership entities. Mr. Martin earned is BA degree in finance and master’s degree in land economics and real estate from Texas A&M University.

 

Chelsea H. Gee. Mrs. Gee has served as our vice president of finance since January 2021. Mrs. Gee is a licensed Certified Public Accountant in North Carolina and Texas. Prior to joining us, she worked for Ernst and Young, LLP for five and half years as a tax accountant where she advised privately owned businesses and high net worth individuals with tax compliance, planning, and financial reporting, specializing in clients with flow through investments and within the real estate sector. In 2015, Mrs. Gee received her master’s degree in accounting from Southern Methodist University and was valedictorian. She also received her BBA degree with a focus in accounting and BA degree in philosophy from Southern Methodist University in 2014.

 

William H. Carter. Mr. Carter has served as a member of our board of directors since March 2018. He has served as president of The Carter Land Company for the past 15 years. The Carter Land Company has provided brokerage services with respect to 144 manufactured housing communities in the Southeast. The firm presently manages apartments, single family houses, commercial warehouses, mobile home parks, self-storage facilities and retail buildings. Mr. Carter was selected to serve on our board of directors due to his experience in our industry.

 

Richard M. Gee. Mr. Gee has served as a member of our board of directors since October 2020. He has served as a Vice President of Gvest Capital LLC since 2018. He specializes in acquisitions and development. Prior to joining Gvest Capital LLC, he was a Policy Analyst in the Texas Senate for two years working for a senator. He is a graduate of the University of North Carolina School of Law and received his BA degree in political science from Southern Methodist University. Mr. Gee was selected to serve on the board of directors due to his real estate development experience.

 

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James L. Johnson. Mr. Johnson has served as a member of our board of directors since March 2018. He is the founder of Carpet South Design Inc., where he has served as its CEO since 2013. He also owns a majority interest in Piedmont Stair Works Design LLC. The operations of both companies target the real estate improvements industry. Mr. Johnson earned his BS degree in business management from the University of Phoenix. Mr. Johnson was selected to serve on our board of directors due to experience in the real estate industry.

 

Terry Robertson. Dr. Robertson has served as a member of our board of directors since December 2018. Since 2007, Mr. Robertson has served as consultant at ROBERTSON Appraisal & Consulting, a real estate appraisal and consulting firm that he founded. Prior to that, he worked at Carroll & Carroll Real Estate Appraisers. Dr. Robertson earned his BBA degree in finance and his PhD from the University of Georgia and is Professor Emeritus of Price College of Business of the University of Oklahoma. Mr. Robertson is an author of articles and books relating to corporate financial structure, real estate valuation and regional economic development. Dr. Robertson was selected to serve on our board of directors due to finance and real estate investment background.

 

Directors and executive officers are elected until their successors are duly elected and qualified. There are no arrangements or understandings known to us pursuant to which any director or executive officer was or is to be selected as a director (or director nominee) or executive officer.

 

Family Relationships

 

Raymond M. Gee and Richard M. Gee are father and son. Richard M. Gee and Chelsea H. Gee are married. There are no other family relationships between any of our directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, except as described below, none of our directors or executive officers has, during the past ten years:

 

  ● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

 

  ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

 

  ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 

  ● been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

  ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

33

 

 

  ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

  

Corporate Governance

 

Our current board of directors is comprised of six members: Raymond M. Gee, Michael Z. Anise, William H. Carter, Richard M. Gee, James L. Johnson and Terry Robertson. Our board of directors has determined that Messrs. Robertson, Johnson and Carter are independent directors as that term is defined in the rules of the Nasdaq Stock Market.

 

Our board of directors currently has two standing committees, an audit committee and a compensation committee, which perform various duties on behalf of and report to the board of directors. Each of the standing committees is comprised of a majority of independent directors. From time to time, the board of directors may establish other committees.

 

Governance Structure

 

Currently, our chief executive officer is also our chairman. Our board of directors believes that, at this time, having a combined chief executive officer and chairman is the appropriate leadership structure for our company. In making this determination, the board of directors considered, among other matters, Mr. Raymond M. Gee’s experience and tenure, and believed that he is highly qualified to act as both chairman and chief executive officer due to his experience, knowledge, and personality. Among the benefits of a dual chief executive officer and chairman role is this structure promotes clearer leadership and direction for our company and allows for a single, focused chain of command to execute our strategic initiatives and business plans.

 

The Board’s Role in Risk Oversight

 

Our board of directors plays an active role, as a whole and at the committee level, in overseeing management of our risks and strategic direction. Our board of directors regularly reviews information regarding our liquidity and operations, as well as the risks associated with each. Our audit committee oversees the process by which our senior management and relevant employees assess and manage our exposure to, and management of, financial risks. Our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors is regularly informed about such risks.

 

Audit Committee

 

Our audit committee currently consists of Messrs. Robertson, Anise and Carter, with Mr. Robertson serving as chairman. Our board of directors has determined that each member of our audit committee is able to read and understand fundamental financial statements and has substantial business experience that results in such member’s financial sophistication. Our board of directors further determined that Mr. Robertson possesses the accounting or related financial management experience that qualifies him as financially sophisticated within the meaning of the rules of the Nasdaq Stock Market and that he is an “audit committee financial expert” as defined by the rules and regulations of the SEC.

 

The primary purposes of our audit committee are to assist our board of directors in fulfilling its responsibility to oversee the accounting and financial reporting processes of our company and audits of our financial statements, including (i) retaining and overseeing our independent accountants; (ii) assisting the board in its oversight of the integrity of our financial statements, the qualifications, independence and performance of our independent auditors and our compliance with legal and regulatory requirements; (iii) reviewing and approving the plan and scope of the internal and external audit; (iv) pre-approving any audit and non-audit services provided by our independent auditors; (v) approving the fees to be paid to our independent auditors; (vi) reviewing with our chief executive officer and chief financial officer and independent auditors the adequacy and effectiveness of our internal controls; (vii) preparing the audit committee report to be filed with the SEC; (viii) reviewing hedging transactions; and (ix) reviewing and assessing annually the audit committee’s performance and the adequacy of its charter. The role and responsibilities of our audit committee are more fully set forth in a written charter adopted by our board of directors, which is available on our website at www.mhproperties.com.

 

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Compensation Committee

 

Our compensation committee currently consists of Messrs. Johnson, Raymond Gee and Robertson, with Mr. Johnson serving as chairman. The primary purposes of our compensation committee are to assist our board of directors in fulfilling its responsibility to determine the compensation of our executive officers and directors and to approve and evaluate the compensation policies and programs of our company, including (i) reviewing from time to time and approving our corporate goals and objectives relevant to compensation and our executive compensation structure and compensation range; (ii) evaluating the chief executive officer’s performance in light of the goals and objectives and determining and approving the chief executive officer’s compensation based on this evaluation; (iii) determining and approving the compensation paid to our chief financial officer and any other executive officers; (iv) determining the compensation of our independent directors; (v) granting rights to indemnification and reimbursement of expenses to any officers, employees or directors; (vi) making recommendations to the board regarding equity-based and incentive compensation plans, policies and programs; and (vii) reviewing and assessing annually the compensation committee’s performance and the adequacy of its charter. The role and responsibilities of our compensation committee are more fully set forth in a written charter adopted by our board of directors, which is available on our website at www.mhproperties.com.

 

The policies underlying our compensation committee’s compensation decisions are designed to attract and retain the best-qualified management personnel available. We routinely compensate our executive officers through salaries. At our discretion, we may reward executive officers and employees through bonus programs based on profitability and other objectively measurable performance factors. Additionally, we use stock options and other incentive awards to compensate our executives and other key employees to align the interests of our executive officers with the interests of our stockholders. In establishing executive compensation, our compensation committee will evaluate compensation paid to similar officers employed at other companies of similar size in the same industry and the individual performance of each officer as it impacts our overall performance with particular focus on an individual’s contribution to the realization of operating profits and the achievement of strategic business goals. Our compensation committee will further attempt to rationalize a particular executive’s compensation with that of other executive officers of our company in an effort to distribute compensation fairly among the executive officers. Although the components of executive compensation (salary, bonus and incentive grants) will be reviewed separately, compensation decisions will be made based on a review of total compensation.

 

Material Changes to Director Nomination Procedures

 

There have been no material changes to the procedures by which stockholders may recommend nominees to our board of directors since such procedures were last disclosed.

 

Code of Ethics

 

We have adopted a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. Such code of ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, and reporting of violations of the code.

 

We are required to disclose any amendment to, or waiver from, a provision of our code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. We intend to use our website as a method of disseminating this disclosure, as permitted by applicable SEC rules. Any such disclosure will be posted to our website within four business days following the date of any such amendment to, or waiver from, a provision of our code of ethics.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our directors and executive officers and beneficial holders of more than 10% of our Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. None of our current directors and executive officers have properly filed these reports. We are working with our directors and executive officers to file the proper forms.

 

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ITEM 11. EXECUTIVE COMPENSATION.

 

Summary Compensation Table – Years Ended December 31, 2021 and 2020

 

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. 

 

Name and Principal Position  Year   Salary
($)		   Bonus
($)		   Stock
Awards
($)(1)		   Other
($)		   Total
($)		 
Raymond M. Gee, Chief Executive Officer   2021    -    -    -    750,000 (3)   750,000 
    2020    -         6,500    380,000 (2)(3)   386,500 
Michael Z. Anise, President and Chief Financial Officer   2021    170,000    150,000    -    20,000 (2)   340,000 
    2020    150,000    100,000    6,500    10,000 (2)   266,500 
Adam A. Martin, Chief Investment Officer   2021    150,000    150,000    -         300,000 
    2020    130,000    100,000    -         230,000 

 

(1)The amount is equal to the aggregate grant-date fair value with respect to the awards, computed in accordance with FASB ASC Topic 718.

 

(2)Includes compensation earned as a member of our board of directors.

 

(3)Includes guarantee fees accrued or paid to Mr. Gee during the years ended December 31, 2021 and 2020 of $750,000 and $370,000, respectively.

 

Outstanding Equity Awards at Fiscal Year End

 

The following table includes certain information with respect to the value of all unexercised options and unvested shares of restricted stock previously awarded to the executive officers named above at the fiscal year ended December 31, 2021.

 

    Option Awards  
Name   Number of Securities
Underlying Unexercised Options (#) Exercisable		     Number of Securities
Underlying Unexercised
Options (#)
Unexercisable		    

Equity
Incentive Plan Awards:
Number of Securities
Underlying Unexercised
Unearned

Options (#)

     Option Exercise Price ($)     Option Expiration Date  
Michael Z. Anise     231,000               -             -     $ 0.01     12/11/2027  
Michael Z. Anise     87,000       -       -     $ 0.01     12/30/2029  
Adam A. Martin     240,000       -       -     $ 0.01     12/12/2027  

 

Additional Narrative Disclosure

 

Retirement Benefits

 

We have not maintained, and do not currently maintain, a defined benefit pension plan or nonqualified deferred compensation plan. We currently make available a retirement plan intended to provide benefits under Section 401(k) of the Internal Revenue Code of 1986, as amended, or the Code, pursuant to which employees, including the executive officers named above, can make voluntary pre-tax contributions.

 

Potential Payments Upon Termination or Change in Control

 

None of the named executive officers listed above are entitled to severance or other payments upon termination or a change in control of our company.

 

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Director Compensation

 

The table below sets forth our non-executive officer directors’ compensation during the fiscal year ended December 31, 2021.

 

Name  Fees
Earned or
Paid in
Cash
($)		   Total
($)		 
William H. Carter   20,000    20,000 
Richard M. Gee   20,000    20,000 
James L. Johnson   20,000    20,000 
Terry Robertson   20,000    20,000 

  

Stock Compensation Plan

 

In December 2017, our board of directors, with the approval of a majority of stockholders, adopted the Manufactured Housing Properties Inc. Stock Compensation Plan, or the Plan. Awards that may be granted include stock options, stock appreciation rights and restricted stock awards. These awards offer our directors, officers, employees, advisers and consultants the possibility of future value, depending on the long-term price appreciation of our Common Stock and the award holder’s continuing service with our company.

 

The following is a summary of certain significant features of the Plan. The information which follows is subject to, and qualified in its entirety by reference to, the Plan document itself, which is filed as an exhibit to this report.

 

Purposes of Plan: The purpose of the Plan is to provide directors, officers, employees, advisers and consultants of our company and its subsidiaries with an increased incentive to make significant and extraordinary contributions to the long-term performance and growth of our company, to join the interests of directors, officers, employees, advisers and consultants with the interests of our stockholders through the opportunity for increased stock ownership and to attract and retain directors, officers, employees, advisers and consultants of exceptional abilities. The Plan is further intended to provide flexibility to us in structuring long-term incentive compensation to best promote the foregoing objectives.

 

Administration of the Plan: The Plan is administered by our compensation committee. Among other things, the administrator has the authority to select persons who will receive awards, determine the types of awards and the number of shares to be covered by awards, and to establish the terms, conditions, performance criteria, restrictions and other provisions of awards. The administrator has authority to establish, amend and rescind rules and regulations relating to the Plan.

 

Eligible Recipients: Persons eligible to receive awards under the Plan will be those directors, officers, employees, advisers and consultants of our company and its subsidiaries who are selected by the administrator.

 

Shares Available Under the Plan: The maximum number of shares of our Common Stock that may be delivered to participants under the Plan is 1,000,000, subject to adjustment for certain corporate changes affecting the shares, such as stock splits. Shares subject to an award under the Plan for which the award is canceled, forfeited or expires again become available for grants under the Plan. Shares subject to an award that is settled will not again be made available for grants under the Plan.

 

Stock Options:

 

General. Stock options give the option holder the right to acquire from us a designated number of shares of Common Stock at a purchase price that is fixed upon the grant of the option. Stock options granted may be either tax-qualified stock options (so-called “incentive stock options”) or non-qualified stock options. Subject to the provisions of the Plan, the administrator has the authority to determine all grants of stock options. That determination will include: (i) the number of shares subject to any option; (ii) the exercise price per share; (iii) the expiration date of the option; (iv) the manner, time and date of permitted exercise; (v) other restrictions, if any, on the option or the shares underlying the option; and (vi) any other terms and conditions as the administrator may determine.

 

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Option Price. The exercise price for stock options will be determined at the time of grant. Normally, the exercise price will not be less than the fair market value on the date of grant. As a matter of tax law, the exercise price for any incentive stock option awarded may not be less than the fair market value of the shares on the date of grant. However, incentive stock option grants to any person owning more than 10% of our voting stock must have an exercise price of not less than 110% of the fair market value on the grant date.

 

Exercise of Options. An option may be exercised only in accordance with the terms and conditions for the option agreement as established by the administrator at the time of the grant. The exercise price shall be payable in cash or, if the administrator consents, in shares of Common Stock (including Common Stock to be received upon a simultaneous exercise) or other consideration substantially equivalent to cash. The administrator may from time to time authorize payment of all or a portion of the exercise price in the form of a promissory note or other deferred payment installments according to such terms as the administrator may approve. The board may restrict or suspend the power of the administrator to permit such loans and may require that adequate security be provided.

 

Expiration or Termination. Options, if not previously exercised, will expire on the expiration date established by the administrator at the time of grant. Such term cannot exceed ten years provided that in the case of incentive stock options granted to holders of more than 10% of our voting stock, such term cannot exceed five years. Options will terminate before their expiration date if the holder’s service with our company or a subsidiary terminates before the expiration date. The option may remain exercisable for specified periods after certain terminations of employment, including terminations as a result of death, disability or retirement, with the precise period during which the option may be exercised to be established by the administrator and reflected in the grant evidencing the award.

 

Incentive and Non-Qualified Options. As described elsewhere in this summary, an incentive stock option is an option that is intended to qualify under certain provisions of the Code, for more favorable tax treatment than applies to non-qualified stock options. Any option that does not qualify as an incentive stock option will be a non-qualified stock option. Under the Code, certain restrictions apply to incentive stock options. For example, the exercise price for incentive stock options may not be less than the fair market value of the shares on the grant date and the term of the option may not exceed ten years. In addition, an incentive stock option may not be transferred, other than by will or the laws of descent and distribution, and is exercisable during the holder’s lifetime only by the holder. In addition, no incentive stock options may be granted to a holder that is first exercisable in a single year if that option, together with all incentive stock options previously granted to the holder that also first become exercisable in that year, relate to shares having an aggregate fair market value in excess of $100,000, measured at the grant date.

 

Stock Appreciation Rights: Stock appreciation rights, or SARs, which may be granted alone or in tandem with options, have an economic value similar to that of options. When a SAR for a particular number of shares is exercised, the holder receives a payment equal to the difference between the market price of the shares on the date of exercise and the exercise price of the shares under the SAR. Again, the exercise price for SARs normally is the market price of the shares on the date the SAR is granted. Under the Plan, holders of SARs may receive this payment – the appreciation value – either in cash or shares of Common Stock. The form of payment will be determined by us. Essentially, a holder of a SAR benefits when the market price of the Common Stock increases, to the same extent that the holder of an option does, but, unlike an option holder, the SAR holder need not pay an exercise price upon exercise of the award.

 

Stock Awards: Restricted shares are shares of Common Stock awarded to participants at no cost. Restricted shares can take the form of awards of restricted stock, which represent issued and outstanding shares of our Common Stock subject to vesting criteria, or restricted stock units, which represent the right to receive shares of our Common Stock subject to satisfaction of the vesting criteria. Restricted shares are forfeitable and non-transferable until the shares vest. The vesting date or dates and other conditions for vesting are established when the shares are awarded. Those may include requirements for continuous service and/or the achievement of specified performance goals.

 

Other Material Provisions: Awards will be evidenced by a written agreement, in such form as may be approved by the administrator. In the event of various changes to the capitalization of our company, such as stock splits, stock dividends and similar re-capitalizations, an appropriate adjustment will be made by the administrator to the number of shares covered by outstanding awards or to the exercise price of such awards. In the event of a change in control of our company (as defined in the Plan) then, unless the administrator or the board otherwise determines with respect to one or more awards, all outstanding awards shall become immediately fully vested and nonforfeitable. Except as otherwise determined by the administrator at the date of grant, awards will not be transferable, other than by will or the laws of descent and distribution. Our board also has the authority, at any time, to discontinue the granting of awards. The board also has the authority to alter or amend the Plan or any outstanding award or may terminate the Plan as to further grants, provided that no amendment will, without the approval of our stockholders, to the extent that such approval is required by law or the rules of an applicable exchange, increase the number of shares available under the Plan, change the persons eligible for awards under the Plan, extend the time within which awards may be made, or amend the provisions of the Plan related to amendments. No amendment that would adversely affect any outstanding award made under the Plan can be made without the consent of the holder of such award.

 

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

Security Ownership of Certain Beneficial Owners and Management

 

The following table sets forth information regarding beneficial ownership of our Common Stock as of March 29, 2022 by (i) each of our officers and directors; (ii) all of our officers and directors as a group; and (iii) each person who is known by us to beneficially own more than 5% of our Common Stock. Unless otherwise specified, the address of each of the persons set forth below is in care of our company, 136 Main Street, Pineville, NC 28134.

 

Name and Address of Beneficial Owner  Title of Class  Amount and
Nature of Beneficial
Ownership(1)		   Percent of
Class(2)		 
Raymond M. Gee, Chairman and Chief Executive Officer (3)  Common Stock      8,520,000    68.69%
Michael Z. Anise, President, Chief Financial Officer and Director (4)  Common Stock   338,000    2.66%
Andrew Coatley, Chief Operating Officer (5)  Common Stock   20,000    * 
Adam A. Martin, Chief Investment Officer (6)  Common Stock   240,000    1.90%
Chelsea H. Gee, Vice President of Finance (7)  Common Stock   33,334    * 
William H. Carter, Director  Common Stock   20,000    * 
Richard M. Gee, Director  Common Stock   -    - 
James L. Johnson, Director  Common Stock   20,000    * 
Terry Robertson, Director  Common Stock   20,000    * 
All officers and directors as a group (9 persons named above)  Common Stock   9,211,334    74.16%
Michael P. Kelly (8)  Common Stock   2,145,000    17.29%
Joseph Jackson (9)  Common Stock   1,254,506    10.11%

 

*Less than 1%

 

(1)Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Except as set forth below, each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our Common Stock.

 

(2) A total of 12,403,680 shares of our Common Stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1) as of March 29, 2022. For each beneficial owner above, any options exercisable within 60 days have been included in their denominator.

 

(3)Includes 20,000 shares of Common Stock held directly and 8,500,000 shares of Common Stock held by Gvest Real Estate Capital LLC. Raymond M. Gee is the Managing Member of Gvest Real Estate Capital LLC and has voting and investment control over the shares held by it.

 

(4)Includes 20,000 shares of Common Stock held directly and 318,000 shares of Common Stock which Mr. Anise has the right to acquire within 60 days through the exercise of vested options.

 

(5)Consists of 20,000 shares of Common Stock which Mr. Coatley has the right to acquire within 60 days through the exercise of vested options.

 

(6) Consists of 240,000 shares of Common Stock which Mr. Martin has the right to acquire within 60 days through the exercise of vested options.
   
(7) Consists of 33,334 shares of Common Stock which Mrs. Gee has the right to acquire within 60 days through the exercise of vested options.

 

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(8) Represents shares held by The Raymond M. Gee Irrevocable Trust and the Mariana Vega Ortega Irrevocable Trust. Michael P. Kelly is the Trustee of both trusts and has voting and investment control over the shares held by them.

 

(9) Represents shares held by Metrolina Loan Holdings, LLC. Joseph Jackson is the Managing Member of Metrolina Loan Holdings, LLC and has voting and investment control over the shares held by it. The address of Metrolina Loan Holdings, LLC is 108 Gateway Blvd, Suite 104, Mooresville, NC 28117.

 

Changes in Control

 

We do not currently have any arrangements which if consummated may result in a change of control of our company.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

The following table sets forth certain information about the securities authorized for issuance under our incentive plans as of December 31, 2021.

 

Plan Category 

Number of
securities
to be issued
upon
exercise of
outstanding
options,
warrants
and rights

(a)

  

Weighted-
average exercise
price of outstanding options, warrants
and rights

(b)

  

Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))

(c)

 
Equity compensation plans approved by security holders   706,175   $0.01    293,825 
Equity compensation plans not approved by security holders   -    -    - 
Total   706,175   $0.01    293,825 

 

In December 2017, our board of directors, with the approval of a majority of stockholders, adopted the Plan as described above. The Plan provides for grants stock options and other forms of incentive compensation to officers, employees, directors, advisors or consultants of our company or its subsidiaries. We are authorized to issue up to 1,000,000 shares of Common Stock under this plan.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

Transactions with Related Persons

 

The following includes a summary of transactions since the beginning of our 2020 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under Item 11 “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

 

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  ● On October 1, 2017, we issued a revolving promissory note to Raymond M. Gee, our chairman and chief executive officer, pursuant to which we may borrow up to $1,500,000 from Mr. Gee on a revolving basis for working capital purposes. This note has a five-year term with no annual interest and principal payment is deferred until the maturity date. This note was terminated in 2021. As of December 31, 2021 and 2020, the outstanding balance on this note was $0.

 

  ● On May 8, 2017, we issued a promissory note to Metrolina in the principal amount of $3,000,000. The note is interest only payment based on 8%, and 10% deferred until maturity to be paid with principal balance. This note was to mature in May of 2023. In September 2020, we paid off the full balance and terminated the note. This related party note was guaranteed by Mr. Gee. As of December 31, 2021 and 2020, the balance on this note was $0.

   

  ● During the years ended December 31, 2021 and 2020, Mr. Gee received fees totaling $500,000 and $370,000, respectively, for his personal guaranty on certain promissory notes relating to the refinancing and acquisitions of mobile home communities owned by us. During the year ended December 31, 2021, we also accrued $250,000 for personal guaranty fees owed to Mr. Gee in relation to the Asheboro and Morganton acquisitions that occurred at the end of December which were paid in January 2022.

 

  ● In August 2019, we entered into an office lease agreement with 136 Main Street LLC, an entity whose sole owner is Gvest Real Estate LLC, whose sole owner is Mr. Gee, for the lease of our offices. The lease is $12,000 per month and is on a month-to-month term. During the years ended December 31, 2021 and 2020, we paid $144,000 and $48,000, respectively, of rent expense to 136 Main Street LLC.

 

  ● In December 2020, we sold 305 park owned homes in four communities to Gvest Finance LLC and Gvest Homes 1 LLC for a total of $4,648,967. In December 2020 we also entered into a property management agreement with Gvest Finance LLC, a company owned and controlled by our parent company, Gvest Real Estate Capital LLC, an entity whose sole owner is Raymond M. Gee, and have subsequently entered into property management agreements with Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, Gvest Sunnyland Homes LLC and Gvest Warrenville Homes LLC, which are wholly owned subsidiaries of Gvest Finance LLC.  Under the property management agreements, we manage homes owned by the VIEs and the VIEs remit to our company all income, less any sums paid out for debt service plus 5% of the debt service payment.

 

●On October 22, 2021, we issued a promissory note to Metrolina, a significant stockholder, in the principal amount of $1,500,000. The note bears interest at a rate of 18% per annum and matures on April 1, 2023. During the first six months of the note, any prepayment would require us to pay a yield maintenance fee equal to six months of interest. Thereafter, the loan may be prepaid at any time without penalty or fee. The note is guaranteed by Raymond M. Gee, our chairman and chief executive officer. As of December 31, 2021, the balance on this note was $1,500,000 and interest expense for the year totaled $51,780.

 

●On December 27, 2021, we issued a revolving promissory note to Gvest Real Estate Capital LLC, pursuant to which we may borrow up to $1,500,000 on a revolving basis for working capital or acquisition purposes. On the same date, we borrowed $150,000. This note has a five-year term and is interest-only based on an 15% annual rate through the maturity date. As of December 31, 2021, the outstanding balance on this note was $150,000. On February 28, 2022, we borrowed an additional $700,000.

 

Parent Company

 

As of December 31, 2021, Gvest Real Estate Capital LLC holds approximately 68.53% of our issued and outstanding voting securities.

 

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Director Independence

 

Our board of directors has determined that Terry Robertson, James L. Johnson and William H. Carter are independent directors as that term is defined in the applicable rules of the Nasdaq Stock Market.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 

Independent Auditors’ Fees

 

The following is a summary of the fees billed to us for professional services rendered for the fiscal years ended December 31, 2021 and 2020:

 

   Year Ended
December 31,		 
   2021   2020 
Audit Fees  $168,710   $64,698 
Audit-Related Fees   11,800    39,500 
Tax Fees   15,079    13,000 
All Other Fees   -    - 
TOTAL  $195,589   $172,468 

 

All fees during 2021 and 2020 related to Friedman LLP except $25,468 of audit related fees during 2020 were related to Liggett & Webb, P.A.

 

“Audit Fees” consisted of fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Form 10-K and 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.

 

“Audit-Related Fees” consisted of fees billed for assurance and related services by the principal accountant that were reasonably related to the performance of the audit or review of our financial statements and are not reported under the paragraph captioned “Audit Fees” above.

 

“Tax Fees” consisted of fees billed for professional services rendered by the principal accountant for tax returns preparation.

 

“All Other Fees” consisted of fees billed for products and services provided by the principal accountant, other than the services reported above under other captions of this Item 14.

 

Pre-Approval Policies and Procedures

 

Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by our auditors must be approved in advance by our board of directors to assure that such services do not impair the auditors’ independence from us. In accordance with its policies and procedures, our board of directors pre-approved the audit service performed by Friedman LLP for our financial statements as of and for the year ended December 31, 2021.

 

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PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

(a)List of Documents Filed as a Part of This Report:

 

(1)Index to Financial Statements:

 

Report of Independent Registered Public Accounting Firm(PCAOB ID 711)   F-2
Consolidated Balance Sheets as of December 31, 2021 and 2020   F-3
Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020   F-4
Consolidated Statement of Changes in Deficit for the Years Ended December 31, 2021 and 2020   F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020   F-6
Notes to Consolidated Financial Statements   F-7

 

(2)Index to Financial Statement Schedules:

 

All schedules have been omitted because the required information is included in the financial statements or the notes thereto, or because it is not required.

 

(3)Index to Exhibits:

 

See exhibits listed under Part (b) below.

 

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(b)Exhibits:

 

Exhibit No.   Description
3.1   Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed on April 19, 2018)
3.2   Certificate of Designation of Series A Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 2.2 to the Offering Statement on Form 1-A filed on May 9, 2019)
3.3   Certificate of Designation of Series B Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 5, 2019)
3.4   Amended and Restated Certificate of Designation of Series C Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.4 to the Quarterly Report on Form 10-Q filed on November 15, 2021)
3.5   Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 10 filed on April 19, 2018)
4.1*   Description of Registrant’s Securities
10.1    Form of Subscription Agreement for Series C Preferred Stock Offering (incorporated by reference to Exhibit 4.1 to the Amended Offering Statement on Form 1-A/A filed on June 11, 2021)
10.2*   Form of Property Management Agreement for Mobile Homes
10.3*   Form of Property Management Agreement for Lots
10.4    Purchase and Sale Agreement, dated February 11, 2021, between Gilmer and Sons Mobile Homes Sales and Rentals, Inc. and MHP Pursuits LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 30, 2021)
10.5    Assignment of Purchase and Sale Agreement, dated July 16, 2021, between MHP Pursuits LLC and Anderson MHP LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 30, 2021)
10.6    Purchase and Sale Agreement, dated May 17, 2021, between Sandlapper Hidden Acres LLC and MHP Pursuits LLC (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on October 8, 2021)
10.7    Assignment of Purchase and Sale Agreement, dated September 14, 2021, among MHP Pursuits LLC, Hidden Oaks MHP LLC and Gvest Hidden Oaks Homes LLC (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on October 8, 2021)
10.8    Purchase and Sale Agreement, dated May 18, 2021, between JMC Enterprise Inc. and MHP Pursuits LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 8, 2021)
10.9    Assignment of Purchase and Sale Agreement, dated September 9, 2021, among MHP Pursuits LLC, Capital View MHP LLC and Gvest Capital View Homes LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 8, 2021)
10.10    Purchase and Sale Agreement, dated July 1, 2021, between MHP Pursuits LLC and Truman Properties LLC, Birdsong Properties LLC, CCE Properties LLC, and Youngsville MHP LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 27, 2021)
10.11    Assignment of Purchase and Sale Agreement, dated October 22, 2021, between MHP Pursuits LLC and North Raleigh MHP LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 8, 2021)
10.12    Purchase and Sale Agreement, dated October 19, 2021, between MHP Pursuits LLC and CHR VIII-PCP MHC Charlotte Dixie, L.L.C., CHR VIII-PCP MHC Charlotte Meadowbrook, L.L.C., and CHR VIII-PCP MHC Charlotte Driftwood, L.L.C. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 19, 2022)
10.13    Notice Regarding Commercial Purchase and Sale Agreement, dated November 19, 2021, between MHP Pursuits LLC and CHR VIII-PCP MHC Charlotte Dixie, L.L.C., CHR VIII-PCP MHC Charlotte Meadowbrook, L.L.C., and CHR VIII-PCP MHC Charlotte Driftwood, L.L.C. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 19, 2022)
10.14    Reinstatement and First Amendment to Purchase and Sale Agreement, dated December 7, 2021, between MHP Pursuits LLC and CHR VIII-PCP MHC Charlotte Dixie. L.L.C., CHR VIII-PCP MHC Charlotte Dixie Owner, L.L.C., CHR VIII-PCP MHC Charlotte Driftwood, L.L.C., CHR VIII-PCP MHC Charlotte Driftwood Owner, L.L.C., CHR VIII-PCP MHC Charlotte Meadowbrook, L.L.C. and CHR VIII-PCP MHC Charlotte Meadowbrook Owner, L.L.C. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on January 19, 2022)
10.15    Second Amendment to Purchase and Sale Agreement, dated December 16, 2021, between MHP Pursuits LLC, Charlotte 3 Park MHP LLC, CHR VIII-PCP MHC Charlotte Dixie. L.L.C., CHR VIII-PCP MHC Charlotte Dixie Owner, L.L.C., CHR VIII-PCP MHC Charlotte Driftwood, L.L.C., CHR VIII-PCP MHC Charlotte Driftwood Owner, L.L.C., CHR VIII-PCP MHC Charlotte Meadowbrook, L.L.C. and CHR VIII-PCP MHC Charlotte Meadowbrook Owner, L.L.C. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on January 19, 2022)

 

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10.16    Purchase and Sale Agreement, dated October 20, 2021, between MHP Pursuits LLC and Gary Coffey (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on January 19, 2022)
10.17    Assignment of Purchase and Sale Agreement, dated December 16, 2021, between MHP Pursuits LLC, Carolinas 4 MHP LLC, and Gvest Carolinas 4 Homes LLC (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on January 19, 2022)
10.18    Purchase and Sale Agreement, dated October 22, 2021, between MHP Pursuits LLC and Alterri Properties LLC (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on January 19, 2022)
10.19    First Amendment to Purchase and Sale Agreement, dated December 9, 2021, between MHP Pursuits LLC and Alterri Properties LLC (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed on January 19, 2022)
10.20    First Amendment to Purchase and Sale Agreement, dated December 20, 2021, between MHP Pursuits LLC and Alterri Properties LLC (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed on January 19, 2022)
10.21    Assignment of Purchase and Sale Agreement, dated December 22, 2021, between MHP Pursuits LLC, Carolinas 4 MHP LLC, and Gvest Carolinas 4 Homes LLC (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K filed on January 19, 2022)
10.22    Purchase and Sale Agreement, dated November 3, 2021, between MHP Pursuits LLC and Billie Jean Faust  (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 30, 2022)
10.23    Assignment of Purchase and Sale Agreement, dated January 27, 2022, between MHP Pursuits LLC, Sunnyland MHP LLC and Gvest Sunnyland Homes LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 30, 2022)
10.24    Promissory Note issued by Pecan Grove MHP LLC to Carolina Trust Bank on October 28, 2016 (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form 10 filed on April 19, 2018)
10.25    Promissory Note issued by Azalea MHP LLC to Carolina Trust Bank on November 10, 2017 (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form 10 filed on April 19, 2018)
10.26    Promissory Note issued by Chatham Pines MHP LLC to The Capitol Life Insurance Company on November 12, 2017 (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form 10 filed on April 19, 2018)
10.27    Promissory Note issued by Lakeview MHP LLC to The Capitol Life Insurance Company on November 17, 2017 (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form 10 filed on April 19, 2018)
10.28    Loan Agreement, dated April 1, 2019, between The Capitol Life Insurance Company and Hunt Club MHP LLC (incorporated by reference to Exhibit 6.22 to the Amended Offering Statement on Form 1-A/A filed on October 15, 2019)
10.29    Promissory Note issued by B&D MHP LLC to Carolina Trust Bank on May 2, 2019 (incorporated by reference to Exhibit 6.24 to the Amended Offering Statement on Form 1-A/A filed on October 15, 2019)
10.30    Promissory Note issued by Crestview MHP LLC to Liberty Bankers Life Insurance Company on July 31, 2019 (incorporated by reference to Exhibit 6.26 to the Amended Offering Statement on Form 1-A/A filed on October 15, 2019)
10.31    Loan Agreement, dated December 20, 2019, between ARC MHP LLC and Liberty Bankers Life Insurance Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 27, 2019)
10.32    Promissory Note issued by ARC MHP LLC to Liberty Bankers Life Insurance Company on December 20, 2019 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 27, 2019)
10.33    Loan Agreement, dated March 17, 2020, between Evergreen MHP LLC and Hunt Mortgage Capital, LLC (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on March 27, 2020)
10.34    Promissory Note issued by Evergreen MHP LLC to Hunt Mortgage Capital, LLC on March 17, 2020 (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on March 27, 2020)
10.35    Business Loan Agreement, dated November 9, 2020, between Maple Hills MHP LLC and Charlotte Metro Federal Credit Union (incorporated by reference to Exhibit 6.15 to the Offering Statement on Form 1-A filed on January 21, 2021)
10.36    Promissory Note issued by Maple Hills MHP LLC to Charlotte Metro Federal Credit Union on November 9, 2020 (incorporated by reference to Exhibit 6.16 to the Offering Statement on Form 1-A filed on January 21, 2021)
10.37    Business Loan Agreement, dated November 9, 2020, between Crestview MHP LLC and Charlotte Metro Federal Credit Union (incorporated by reference to Exhibit 6.22 to the Offering Statement on Form 1-A filed on January 21, 2021)
10.38    Promissory Note issued by Crestview MHP LLC to Charlotte Metro Federal Credit Union on November 9, 2020 (incorporated by reference to Exhibit 6.23 to the Offering Statement on Form 1-A filed on January 21, 2021)

 

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10.39    Amended and Restated Promissory Note issued by Countryside MHP LLC to J & A Real Estate, LLC on December 17, 2020 ($1,700,000) (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on March 31, 2021)
10.40    Amended and Restated Promissory Note issued by Countryside MHP LLC to J & A Real Estate, LLC on December 17, 2020 ($1,300,000) (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on March 31, 2021)
10.41    Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated March 12, 2020, between Countryside MHP LLC and J & A Real Estate LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 27, 2020)
10.42    Loan Agreement, dated December 21, 2020, between Orix Real Estate Capital, LLC and Hunt Club MHP LLC (incorporated by reference to Exhibit 6.19 to the Offering Statement on Form 1-A filed on January 21, 2021)
10.43    Loan Agreement, dated December 24, 2020, between Gvest Homes I LLC and Camargo Investments III, LLC (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on March 31, 2021)
10.44    Supplement No. 1 to Loan Agreement, dated December 31, 2020, between Gvest Homes I LLC and Camargo Investments III, LLC (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on March 31, 2021)
10.45    Promissory Note issued by Gvest Homes I LLC to Camargo Investments III, LLC on December 24, 2020 (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on March 31, 2021)
10.46    Security Agreement, dated December 24, 2020, between Gvest Homes I LLC and Camargo Investments III, LLC (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on March 31, 2021)
10.47    Promissory Note issued by Golden Isles MHP LLC to William Howard O’Quinn and Mary W. O’Quinn on March 31, 2021 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on May 17, 2021)
10.48    Promissory Note issued by Gvest Finance LLC to William Howard O’Quinn on March 31, 2021 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on May 17, 2021)
10.49    Loan Agreement, dated July 20, 2021, between Anderson MHP LLC and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on July 30, 2021)
10.50    Promissory Note issued by Anderson MHP LLC to Vanderbilt Mortgage and Finance, Inc. on July 20, 2021 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on July 30, 2021)
10.51    Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated July 16, 2021, between Anderson MHP LLC and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on July 30, 2021)
10.52    Security Agreement and Assignment of Rents, dated July 20, 2021, between Gvest Anderson Homes LLC and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on July 30, 2021)
10.53    Guaranty, dated July 20, 2021, between Gvest Anderson Homes LLC and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on July 30, 2021)
10.54    Floorplan Credit and Security Agreement, dated July 26, 2021, between Gvest Finance LLC and Triad Financial Services, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 27, 2021)
10.55    Community Rental Homes Credit and Security Agreement, dated July 26, 2021, between Gvest Finance LLC and Triad Financial Services, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on August 27, 2021)
10.56    Credit and Security Supplemental Agreement, dated July 26, 2021, between Gvest Finance LLC and Triad Financial Services, Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on August 27, 2021)
10.57    Loan Agreement, dated September 10, 2021, among Capital View MHP LLC, Gvest Capital View Homes LLC and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on October 8, 2021)
10.58    Promissory Note issued by Capital View MHP LLC and Gvest Capital View Homes LLC to Vanderbilt Mortgage and Finance, Inc. dated September 10, 2021 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on October 8, 2021)
     
10.59    Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated September 9, 2021, between Capital View MHP LLC and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on October 8, 2021)
10.60    Loan Agreement, dated September 16, 2021, among Hidden Oaks MHP LLC, Gvest Hidden Oaks Homes LLC and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on October 8, 2021)

 

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10.61    Promissory Note issued by Hidden Oaks MHP LLC and Gvest Hidden Oaks Homes LLC to Vanderbilt Mortgage and Finance, Inc. dated September 16, 2021 (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on October 8, 2021)
10.62    Security Agreement and Assignment of Rents, dated September 16, 2021, among Hidden Oaks MHP LLC, Gvest Hidden Oaks Homes LLC and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on October 8, 2021)
10.63    Loan Agreement, dated October 25, 2021, between North Raleigh MHP LLC and Liberty Bankers Life Insurance Company (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on November 8, 2021)
10.64    Promissory Note issued by North Raleigh MHP LLC to Liberty Bankers Life Insurance Company on October 25, 2021 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on November 8, 2021)
10.65    Assignment of Leases, Rents, and Profits, dated October 25, 2021, between North Raleigh MHP LLC and Liberty Bankers Life Insurance Company (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on November 8, 2021)
10.66    Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents, dated October 25, 2021, between North Raleigh MHP LLC and Liberty Bankers Life Insurance Company (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on November 8, 2021)
10.67    Limited Guaranty, dated October 25, 2021, between Manufactured Housing Properties Inc. and Liberty Bankers Life Insurance Company (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on November 8, 2021)
10.68    Loan Agreement, dated October 22, 2021, between Manufactured Housing Properties Inc. and Metrolina Loan Holdings LLC (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on November 8, 2021)
10.69    Promissory Note issued by Manufactured Housing Properties Inc. to Metrolina Loan Holdings LLC on October 22, 2021 (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on November 8, 2021)
10.70    Loan Agreement, dated November 12, 2021, between Springlake MHP LLC and FirstBank (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 22, 2021)
10.71    Promissory Note issued by Springlake MHP LLC to FirstBank on November 12, 2021 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 22, 2021)
10.72    Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated November 12, 2021, by Springlake MHP LLC in favor of FirstBank (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on November 22, 2021)
10.73    Assignment of Management Agreement, dated November 12, 2021, among Mobile Homes Rentals LLC, Springlake MHP LLC and FirstBank (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on November 22, 2021)
10.74    Assignment of Ownership Interests, dated November 12, 2021, by Manufactured Housing Properties Inc. in favor of FirstBank (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on November 22, 2021)
10.75    Guaranty, dated November 12, 2021, by Manufactured Housing Properties Inc. in favor of FirstBank (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on November 22, 2021)
10.76    Loan and Security Agreement, dated November 12, 2021, among Gvest Springlake Homes LLC, Gvest Finance LLC, Raymond M. Gee and FirstBank (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on November 22, 2021)
10.77    Promissory Note issued by Gvest Springlake Homes LLC to FirstBank on November 12, 2021 (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on November 22, 2021)
10.78    Assignment of Management Agreement, dated November 12, 2021, among Mobile Homes Rentals LLC, Gvest Springlake Homes LLC and FirstBank (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on November 22, 2021)
10.79    Assignment of Ownership Interests, dated November 12, 2021, by Gvest Finance LLC in favor of FirstBank (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on November 22, 2021)
     
10.80    Guaranty, dated November 12, 2021, by Gvest Finance LLC in favor of FirstBank (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on November 22, 2021)
10.81    Promissory Note issued by Charlotte 3 Park MHP LLC to Pacific Current Partners LLC on December 21, 2021 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on January 19, 2022)
10.82    Deed of Trust, Assignment of Leases and Rents, Fixture Filing and Security Agreement, dated December 21, 2021, between Charlotte 3 Park MHP LLC and Pacific Current Partners LLC (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on January 19, 2022)

 

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10.83    Deed of Trust, Assignment of Leases and Rents, Fixture Filing and Security Agreement, dated December 21, 2021, between Charlotte 3 Park MHP LLC and Pacific Current Partners LLC (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on January 19, 2022)
10.84    Mortgage and Security Agreement, dated December 21, 2021, between Charlotte 3 Park MHP LLC and Pacific Current Partners LLC (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on January 19, 2022)
10.85*   Revolving Promissory Note, dated December 27, 2021, between Manufactured Housing Properties Inc and Gvest Real Estate Capital LLC
10.86*   Loan Agreement, dated December 29, 2021, between Carolinas 4 MHP LLC and Vanderbilt Mortgage and Finance Inc.
10.87    Promissory Note issued by Carolinas 4 MHP LLC to Vanderbilt Mortgage and Finance Inc. on December 29, 2021 (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed on January 19, 2022)
10.88    Deed of Trust, dated December 29, 2021, between Carolinas 4 MHP LLC and Vanderbilt Mortgage and Finance Inc. (incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K filed on January 19, 2022)
10.89    Security Agreement and Assignment of Rents, dated December 29, 2021, between Carolinas 4 MHP LLC and Vanderbilt Mortgage and Finance Inc. (incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K filed on January 19, 2022)
10.90    Assignment of Ownership Interests, dated December 29, 2021, between Carolinas 4 MHPC LLC and Vanderbilt Mortgage and Finance Inc. (incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K filed on January 19, 2022)
10.91    Loan Agreement, dated January 31, 2022, between Sunnyland MHP LLC and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 30, 2022)
10.92    Promissory Note issued by Sunnyland MHP LLC to Vanderbilt Mortgage and Finance, Inc. on January 31, 2022 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on March 30, 2022)
10.93    Deed of Trust, dated December 29, 2021, between Sunnyland MHP LLC and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on March 30, 2022)
10.94    Security Agreement and Assignment of Rents, dated January 31, 2022, between Gvest Sunnyland Homes LLC and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on March 30, 2022)
10.95    Assignment of Ownership Interests, dated January 31, 2022, between Manufactured Housing Properties Inc. and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on March 30, 2022)
10.96†   Manufactured Housing Properties Inc. Stock Compensation Plan (incorporated by reference to Exhibit 6.21 to the Offering Statement on Form 1-A filed on May 9, 2019)
14.1   Code of Ethics and Business Conduct (incorporated by reference to Exhibit 15.1 to the Offering Statement on Form 1-A filed on May 9, 2019)
21.1*   List of subsidiaries of the registrant
31.1*   Certifications of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Certifications of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*   Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*   Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*Filed herewith

 

†Executive compensation plan or arrangement

 

ITEM 16. FORM 10-K SUMMARY.

 

None.

 

48

 

 

FINANCIAL STATEMENTS

 

    Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID 711)   F-2
Consolidated Balance Sheets as of December 31, 2021 and 2020   F-3
Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020   F-4
Consolidated Statement of Changes in Deficit for the Years Ended December 31, 2021 and 2020   F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020   F-6
Notes to Consolidated Financial Statements   F-7

 

F-1

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors of

Manufactured Housing Properties Inc.

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of Manufactured Housing Properties Inc. (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, changes in deficit, and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

Acquisitions

 

Description of the Matter

 

As described in Note 1 of the consolidated financial statements, the Company accounts for acquisitions as asset acquisitions in accordance with ASC 805, “Business Combinations,” and allocates the purchase price based on the fair value of the assets acquired, which generally consist of land, site and land improvements, buildings improvements, and rental homes. As described in Note 5, during 2021, the Company acquired approximately $26.5 million of real estate properties that were accounted for as asset acquisitions. Upon an asset acquisition, the purchase price is allocated to land, building, and land improvements. We identified the evaluation of the measurement of the fair values used in purchase price allocation of acquisitions as a critical audit matter because it involves a high degree of subjectivity in evaluating the reasonableness of management's estimates and the assumptions used in estimates.

 

How We Addressed the Matter in Our Audit

 

We obtained agreements and supporting files related to the acquisitions and purchase price allocations, reviewed management analysis and applicable documents supporting capitalized costs associated with the acquisitions. With the assistance of our valuation specialist, we compared the significant assumptions to observable market data and published industry resources.

 

/s/ Friedman LLP 

  
   
We have served as the Company’s auditor since 2020.  
Marlton, New Jersey  
March 30, 2022  

 

F-2

 

 

MANUFACTURED HOUSING PROPERTIES INC.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2021 AND 2020

 

   2021   2020 
Assets      (As Revised) 
Investment Property        
Land  $18,854,760   $11,770,605 
Site and Land Improvements   35,133,079    22,029,975 
Buildings and Improvements   14,666,296    6,437,251 
Construction in Process   3,030,456    7,092 
Total Investment Property   71,684,591    40,244,923 
Accumulated Depreciation & Amortization   (4,832,300)   (2,779,201)
Net Investment Property   66,852,291    37,465,722 
Cash and Cash Equivalents, including restricted cash of $705,195 and $339,152, respectively   2,106,329    1,988,857 
Accounts Receivable, net   175,955    46,952 
Other Assets   913,205    2,895,221 
Total Assets  $70,047,780   $42,396,752 
           
Liabilities          
Accounts Payable  $477,484   $236,992 
Notes Payable, net of $2,064,294 and $1,096,629 debt discount   48,891,483    31,216,738 
Line of Credit – Variable Interest Entity, net of $151,749 and $134,051 debt discount, respectively   6,200,607    3,214,916 
Note Payable – Line of Credit Related Party   150,000    - 
Note Payable – Related Party   1,500,000    - 
Accrued Liabilities including amounts due to related parties of $250,000 and $0, respectively   1,235,001    237,442 
Tenant Security Deposits   705,195    339,152 
Series C Redeemable Preferred Stock, par value $0.01 per share; 47,000 and 0 shares authorized; 5,734 and 0 shares issued and outstanding; redemption value $5,734,400 and $0 as of December 31, 2021 and 2020, respectively   5,214,370    
-
 
Total Liabilities   64,374,140    35,245,240 
           
Commitments and Contingencies (See note 7)   
 
      
           
Redeemable Preferred Stock – subject to redemption   
 
    
 
 
Series A Cumulative Redeemable Convertible Preferred Stock, par value $0.01 per share; 4,000,000 shares authorized; 1,886,000 and 1,890,000 shares issued and outstanding; redemption value $7,072,500 and $7,087,500 as of December 31, 2021 and 2020, respectively   5,841,771    5,381,500 
Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share; 1,000,000 shares authorized; 758,551 and 641,254 shares issued and outstanding; redemption value $11,378,265 and $9,618,810 as of December 31, 2021 and 2020, respectively   8,518,594    6,692,076 
           
Deficit          
Common Stock, par value $0.01 per share; 200,000,000 shares authorized; 12,403,680 and 12,398,580 shares are issued and outstanding as of December 31, 2021 and 2020, respectively   124,037    124,016 
Additional Paid in Capital   (3,160,712)   (1,052,611)
Accumulated Deficit   (4,672,537)   (3,574,194)
Total Manufactured Housing Properties Inc. Deficit   (7,709,212)   (4,502,789)
Non-controlling interest in Variable Interest Entities   (977,513)   (419,275)
Total Deficit   (8,686,725)   (4,922,064)
TOTAL LIABILITIES AND DEFICIT  $70,047,780   $42,396,752 

 

See accompanying notes to consolidated financial statements

 

F-3

 

 

MANUFACTURED HOUSING PROPERTIES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

   2021   2020 
Revenue        
Rental and related income  $8,328,294   $6,380,515 
Property sales   33,983    
-
 
Total revenues   8,362,277    6,380,515 
           
Community operating expenses          
Repair and maintenance   529,899    390,140 
Real estate taxes   463,148    315,061 
Utilities   691,830    571,182 
Insurance   125,159    158,672 
General and administrative expense   821,234    198,425 
Total community operating expenses   2,631,270    1,633,480 
           
Corporate payroll and overhead   3,013,810    1,581,807 
Depreciation and amortization expense   2,060,882    1,652,509 
Interest expense   2,243,876    1,961,843 
Refinancing costs   110,691    464,568 
Total Expenses   10,060,529    7,294,207 
Other income   139,300    
 
 
Gain on sale of property   
-
    761,978 
Net loss before provision for income taxes   (1,558,952)   (151,714)
Provision for income taxes   
-
    
-
 
Net loss  $(1,558,952)  $(151,714)
           
           
Net income (loss) attributable to non-controlling interest variable interest entity share of net income   (460,609)   451,876 
Net income (loss) attributable to Manufactured Housing Properties Inc.   (1,098,343)   (603,590)
Preferred stock dividends and put option value accretion          
Series A preferred dividends   384,864    377,353 
Series A preferred put option value accretion   472,271    472,500 
Series B preferred dividends   579,303    433,790 
Series B preferred put option value accretion   739,034    567,217 
Total preferred stock dividends and put option value accretion  $2,175,472   $1,850,860 
Net loss attributable to common stockholders  $(3,273,815)  $(2,454,450)
           
Weighted average shares – basic and fully diluted   13,058,917    12,896,448 
           
Net loss per share – basic and fully diluted  $(0.25)  $(0.19)

  

See accompanying notes to consolidated financial statements

 

F-4

 

 

MANUFACTURED HOUSING PROPERTIES INC.

CONSOLIDATED STATEMENT OF CHANGES IN DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

   COMMON STOCK   ADDITIONAL       TOTAL
MANUFACTURED
HOUSING		   NON     
   SHARES   PAR
VALUE		   PAID IN
CAPITAL		   ACCUMULATED
DEFICIT		   PROPERTIES
INC.		   CONTROLLING
INTEREST		   DEFICIT 
Balance at January 1, 2020   12,336,080   $123,361   $759,849   $(3,840,085)   (2,956,875)  $25,707   $(2,931,168)
Stock option expense   -    
-
    2,370    
-
    2,370    
-
    2,370 
Common stock issuance to board of directors   50,000    500    32,000    
 
    32,500    
 
    32,500 
Preferred shares Series A dividends   -    
-
    (377,353)   
-
    (377,353)   
-
    (377,353)
Preferred shares Series A put option value accretion   -    -    (472,500)   -    (472,500)   
-
    (472,500)
Preferred shares Series B dividends   -    
-
    (433,790)   
-
    (433,790)   
-
    (433,790)
Preferred shares Series B put option value accretion   -    
-
    (567,217)   
-
    (567,217)   
-
    (567,217)
Common Stock issuance to preferred share holders   12,500    155    4,030    
-
    4,185    
-
    4,185 
Distributions from VIE                            (27,377)   (27,377)
Deemed dividend – Sale to VIE                  869,481    869,481    (869,481)   
-
 
Net income (loss)   -    
-
    
-
    (603,590)   (603,590)   451,876    (151,714)
Balance at December 31, 2020 (As Revised)   12,398,580   $124,016   $(1,052,611)  $(3,574,194)   (4,502,789)  $(419,275)  $(4,922,064)
Stock option expense   -    
-
    66,015    
-
    66,015    
-
    66,015 
Preferred shares Series A dividends   -    
-
    (384,864)   
-
    (384,864)   
-
    (384,864)
Preferred shares Series A put option value accretion   -    
-
    (472,271)   
-
    (472,271)   
-
    (472,271)
Preferred shares Series B dividends   -    
-
    (579,303)   
-
    (579,303)   
-
    (579,303)
Preferred shares Series B put option value accretion   -    
-
    (739,034)   
-
    (739,034)   
-
    (739,034)
Common Stock issuance to preferred share holders   5,100    21    1,356    
-
    1,377    
-
    1,377 
Contributions to VIE   -    
-
    
-
    
-
    
-
    12,371    12,371 
Distributions from VIE   -    
-
    
-
    
-
    
-
    (110,000)   (110,000)
Net loss   -    
-
    
-
    (1,098,343)   (1,098,343)   (460,609)   (1,558,952)
Balance at December 31, 2021   12,403,680   $124,037   $(3,160,712)  $(4,672,537)   (7,709,212)  $(977,513)  $(8,686,725)

 

See accompanying notes to consolidated financial statements

 

F-5

 

 

MANUFACTURED HOUSING PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

   2021   2020 
Cash Flows from Operating Activities:        
Net loss  $(1,558,952)  $(151,714)
Adjustments to reconcile net loss to net cash provided by operating activities:          
Gain on sale of property   
-
    (761,978)
Stock option expense   66,015    2,370 
Stock compensation expense   
-
    32,500 
Amortization of debt issuance costs   230,173    133,190 
Write off debt issuance costs recorded as debt discount   135,339    464,569 
Gain on debt extinguishment   (139,300)   
-
 
Loss on disposal of homes   127,057    - 
Depreciation and amortization   2,060,882    1,652,509 
Changes in operating assets and liabilities:          
Accounts receivable   (129,003)   (11,715)
Other assets   118,309    215,650 
Accounts payable   241,869    4,820 
Tenant security deposits   366,043    28,039 
Accrued liabilities   747,559    (329,333)
Net Cash Provided by Operating Activities   2,265,991    1,278,907 
Cash Flows from Investing Activities:          
Capital improvements   (2,026,414)   (1,299,195)
Purchases of investment properties   (6,617,000)   (1,001,000)
Proceeds from sale of properties   
-
    2,100,000 
Payment of acquisition costs   (481,781)   - 
Net Cash Used in Investing Activities   (9,125,195)   (200,195)
Cash Flows from Financing Activities:          
Proceeds from notes payable – related party   1,650,000    - 
Repayment of notes payable – related party   
-
    (2,608,867)
Proceeds from notes payable   4,325,522    16,960,969 
Repayment of notes payable   (4,909,168)   (18,555,939)
Proceeds from lines of credit – VIE   3,421,209    880,336 
Repayment of lines of credit – VIE   (1,732,599)   - 
Proceeds from issuance of common stock   
-
    4,185 
Proceeds from issuance of preferred stock   6,809,884    2,151,250 
Payment of debt and Series C Preferred Stock costs recorded as debt discount   (1,526,376)   (1,230,680)
Preferred shares dividends   (964,167)   (811,143)
Contribution to VIE   12,371    
-
 
Distribution from VIE   (110,000)   (27,377)
Net Cash Provided by (Used in) Financing Activities   6,976,676    (3,237,266)
           
Net Change in Cash and Cash Equivalents   117,472    (2,158,554)
Cash and cash equivalents at beginning of the year   1,988,857    4,147,411 
Cash and cash equivalents at end of the year  $2,106,329   $1,988,857 
           
Cash, cash equivalents and restricted cash consist of the following:          
End of year          
Cash and cash equivalents  $1,401,134   $1,649,705 
Restricted cash   705,195    339,152 
Total  $2,106,329   $1,988,857 
Cash, cash equivalents and restricted cash consist of the following:          
Beginning of year          
Cash and cash equivalents  $1,649,705   $3,831,376 
Restricted cash   339,152    316,035 
Total  $1,988,857   $4,147,411 
           
Cash paid for:          
Income taxes  $
-
   $639 
Interest  $2,184,891   $1,679,114 
           
Non-Cash Investing and Financing Activities          
Notes and lines of credit related to acquisitions and capital improvements  $22,449,312   $4,150,000 
Line of credit related to acquisitions  $-   $2,468,631 
Non-cash preferred stock accretion  $1,211,305   $1,039,717 
Stock issued in connection with Series B Preferred Stock issuance  $1,377   $
-
 
Debt issuance costs included in accounts payable  $250,000   $- 

 

See accompanying notes to consolidated financial statements

 

F-6

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

Organization

 

Manufactured Housing Properties Inc. (the “Company”) is a Nevada corporation whose principal activities are to acquire, own, and operate manufactured housing communities.

 

Basis of Presentation

 

The Company prepares its consolidated financial statements under the accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest and any other entities in which the Company has a controlling financial interest. The Company consolidates variable interest entities (“VIEs”) where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

 

The Company’s formation of all subsidiaries and VIE’s date of consolidation are as follows:

 

Name of Subsidiary   State of Formation   Date of Formation   Ownership
Pecan Grove MHP LLC   North Carolina   October 12, 2016   100%
Azalea MHP LLC   North Carolina   October 25, 2017   100%
Holly Faye MHP LLC   North Carolina   October 25, 2017   100%
Chatham Pines MHP LLC   North Carolina   October 31, 2017   100%
Maple Hills MHP LLC   North Carolina   October 31, 2017   100%
Lakeview MHP LLC   South Carolina   November 1, 2017   100%
MHP Pursuits LLC   North Carolina   January 31, 2019   100%
Mobile Home Rentals LLC   North Carolina   September 30, 2016   100%
Hunt Club MHP LLC   South Carolina   March 8, 2019   100%
B&D MHP LLC   South Carolina   April 4, 2019   100%
Crestview MHP LLC   North Carolina   June 28, 2019   100%
Springlake MHP LLC   Georgia   October 10, 2019   100%
ARC MHP LLC   South Carolina   November 13, 2019   100%
Countryside MHP LLC   South Carolina   March 12, 2020   100%
Evergreen MHP LLC   Tennessee   March 17, 2020   100%
Golden Isles MHP LLC   Georgia   March 16, 2021   100%
Anderson MHP LLC   South Carolina   June 2, 2021   100%
Capital View MHP LLC    South Carolina    August 6, 2021   100%
Hidden Oaks MHP LLC   South Carolina   August 6, 2021   100%
North Raleigh MHP LLC   North Carolina   September 16, 2021   100%
Carolinas 4 MHP LLC   North Carolina   November 30, 2021   100%
Charlotte 3 Park MHP LLC   North Carolina   December 10, 2021   100%
Gvest Finance LLC   North Carolina   December 11, 2018   VIE
Gvest Homes I LLC   Delaware   November 9, 2020   VIE
Brainerd Place LLC   Delaware   February 24, 2021   VIE
Bull Creek LLC   Delaware   April 13,2021   VIE
Gvest Anderson Homes LLC   Delaware   June 22, 2021   VIE
Gvest Capital View Homes LLC   Delaware   August 6, 2021   VIE
Gvest Hidden Oaks Homes LLC   Delaware   August 6, 2021   VIE
Gvest Springlake Homes LLC   Delaware   September 24, 2021   VIE
Gvest Carolinas 4 Homes LLC   Delaware   November 13, 2021   VIE

 

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.

 

F-7

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

Revenue Recognition

 

Mobile home rental and related income is generated from lease agreements for our sites and homes. The lease component of these agreements is accounted for under Topic 842 of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for leases.

 

Under ASC 842, the Company must assess on an individual lease basis whether it is probable that we will collect the future lease payments. The Company considers the tenant’s payment history and current credit status when assessing collectability. When collectability is not deemed probable, the Company will write-off the tenant’s receivables, including straight-line rent receivable, and limit lease income to cash received.

 

The Company’s revenues primarily consist of rental revenues and fee and other income. The Company has the following revenue sources and revenue recognition policies:

 

  ● Rental revenues include revenues from the leasing of land lot or a combination of both, the mobile home and land at our properties to tenants.

 

  ○ Revenues from the leasing of land lot or a combination of both, the mobile home and land at the Company’s properties to tenants include (i) lease components, including land lot or a combination of both, the mobile home and land, and (ii) reimbursement of utilities and account for the components as a single lease component in accordance with ASC 842.

 

  ○ Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease. The Company commences rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of utilities are generally recognized in the same period as the related expenses are incurred. The Company’s leases are month-to-month.

 

Accounts Receivable

 

Accounts receivable consist primarily of amounts currently due from residents. Accounts receivables are reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for losses. The Company records an allowance for bad debt when receivables are over 90 days old.

 

Acquisitions

 

The Company accounts for acquisitions as asset acquisitions in accordance with ASC 805, “Business Combinations,” and 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 internal evaluation as well as third-party appraisal of the property obtained in conjunction with the purchase.

 

Variable Interest Entities

 

In December 2020, the Company entered into a property management agreement with Gvest Finance LLC, a company owned and controlled by the Company’s parent company, Gvest Real Estate Capital LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, and has subsequently entered into property management agreements with Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, which are wholly owned subsidiaries of Gvest Finance LLC. Under the property management agreements, the Company manages the homes owned by the VIEs and the VIEs remit to the Company all income, less any sums paid out for debt service plus 5% of the debt service payment.

 

F-8

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

Additionally, during 2021, the Company formed two entities, Brainerd Place LLC and Bull Creek LLC, for the purpose of exploring opportunities to develop mobile home communities. The Company owns 49% of these entities and Gvest Real Estate LLC, an entity whose sole owner is Raymond M. Gee, owns 51%. The Company also executed operating agreements with these entities which designate Gvest Capital Management LLC, a company owned and controlled by Gvest Real Estate Capital LLC, as manager with the authority, power, and discretion to manage and control the entities’ business decisions. The operating agreements require the Company to make cash contributions to the entities to fund their activities, operations, and existence, if the Company approves the contribution requests from the manager, which ultimately provides the Company with power to direct the economically significant activities of these entities.

 

A company with interests in a VIE must consolidate the entity if the company is deemed to be the primary beneficiary of the VIE; that is, if it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Such a determination requires management to evaluate circumstances and relationships that may be difficult to understand and to make a significant judgment, and to repeat the evaluation at each subsequent reporting date. Primarily due to the Company’s common ownership by Mr. Gee, its power to direct the activities of these entities that most significantly impact their economic performance, and the fact that the Company has the obligation to absorb losses or the right to receive benefits from these entities that could potentially be significant to these entities, the entities listed above are considered to be VIEs in accordance applicable GAAP.

 

Net Income (Loss) Per Share

 

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding, including vested stock options during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. For the year ended December 31, 2021, the potentially dilutive penny options for the purchase of 656,175 shares of Common Stock were included in basic loss per share. Total dilutive securities outstanding as of December 31, 2021 totaled 50,000 stock options, 1,886,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Stock for a total of 1,866,000 shares, which are not included in dilutive loss per share as the effect would be anti-dilutive. For the year ended December 31, 2020, the potentially dilutive penny options for the purchase of 519,675 shares of Common Stock were included in basic loss per share. Total dilutive securities outstanding as of December 31, 2020 totaled 136,500 stock options, 1,890,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Shares for a total of 1,890,000, which are not included in dilutive loss per share as the effect would be anti-dilutive.

 

Use of Estimates

 

The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

 

Investment Property and Depreciation

 

Investment property, including property and equipment, is carried at cost. Depreciation for Sites and Building is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 15 to 25 years). Depreciation of Improvements to Sites and Buildings, Rental Homes and Equipment and Vehicles is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 3 to 25 years). 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 expense as incurred and improvements are capitalized. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statement and any gain or loss is reflected in the current period’s results of operations.

 

F-9

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

Impairment Policy

 

The Company applies FASB ASC 360-10, “Property, Plant & Equipment,” 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 the carrying value under 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. After the date we determine that a property is held for disposition, depreciation expense is not recorded. There was no impairment during the years ended December 31, 2021 and 2020.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents.

 

The Company maintains cash balances at banks and deposits at times may exceed federally insured limits. Management believes that the financial institutions that hold the Company’s cash are financially secure and, accordingly, minimal credit risk exists. At December 31, 2021 and 2020, the Company had approximately $763,000 and $641,000 above the FDIC-insured limit, respectively, including restricted cash held for tenant security deposits of $705,195 and $339,152, respectively.

 

Stock Based Compensation

 

All stock based payments to employees, nonemployee consultants, and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period in accordance with FASB ASC Topic 718. Stock based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are nonforfeitable the measurement date is the date the award is issued. The Company recorded stock option expense of $66,015 and $2,370 during the years ended December 31, 2021 and 2020, respectively.

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Most of the Company’s financial assets do not have a quoted market value. Therefore, estimates of fair value are necessarily based on a number of significant assumptions (many of which involve events outside the control of management). Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties, future expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent estimates only and, therefore, cannot be compared to the historical accounting model. Use of different assumptions or methodologies is likely to result in significantly different fair value estimates.

 

F-10

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

The fair value of cash and cash equivalents, accounts receivables, and accounts payable approximates their current carrying amounts since all such items are short-term in nature. The fair value of variable and fixed rate mortgages payable and lines of credit approximate their current carrying amounts on the balance sheet since such amounts payable are at approximately a weighted average current market rate of interest.

 

Reclassifications

 

Certain amounts in the prior period presentation have been reclassified to conform with the current presentation. For the year ended December 31, 2020, the Company reclassed approximately $7,000 from buildings to breakout separately as construction in process on the balance sheet to enable comparison to the current period.

 

Income Taxes

 

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

 

The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

 

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

 

The Company recognizes interest and penalties, if any, with income tax expense in the accompanying consolidated statement of operations. As of December 31, 2021, and December 31, 2020, there were no such accrued interest or penalties.

 

Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2022. The Company is currently evaluating the potential impact this standard may have on the consolidated financial statements.

 

In May 2020, the Securities and Exchange Commission adopted amendments to the financial disclosure requirements in Regulation S-X relating to the acquisition and disposition of businesses by registrants. The amendments, including Rule 3-05, Financial Statements of Businesses Acquired or to Be Acquired; Rule 3-14, Special Instructions for Real Estate Operations to Be Acquired; and Article 11, Pro Forma Financial Information, focus on the financial information required to be disclosed in connection with the acquisition and disposition of businesses, real estate operations, and investment companies and generally increased the thresholds at which acquisitions are deemed significant and require additional disclosures. The amendments are effective for fiscal years beginning after December 31, 2020. The Company has evaluated the impact this standard had on the consolidated financial statements and determined that it had no impact on the consolidated financial statements. However, the Company will integrate these amendments in evaluating the significance and required additional disclosures upon acquisitions in future periods as necessary.

 

F-11

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements.

 

Impact of Coronavirus Pandemic

 

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. On March 11, 2020, the World Health Organization declared the outbreak a pandemic, and on March 13, 2020, the United States declared a national emergency.

 

Some states and cities, including some where the Company’s properties are located, have reacted by instituting quarantines, restrictions on travel, “stay at home” rules and restrictions on the types of businesses that may continue to operate and in what capacity, as well as guidance in response to the pandemic and the need to contain it.

 

The rules and restrictions put in place have had a negative impact on the economy and business activity and may adversely impact the ability of the Company’s tenants, many of whom may be restricted in their ability to work, to pay their rent as and when due. In addition, the Company’s property managers may be limited in their ability to properly maintain the Company’s properties. Enforcing the Company’s rights as landlord against tenants who fail to pay rent or otherwise do not comply with the terms of their leases may not be possible as many jurisdictions, including those where are properties are located, have established rules and/or regulations preventing the Company from evicting tenants for certain periods in response to the pandemic. If the Company is unable to enforce its rights as landlords, its business would be materially affected

 

If the current pace of the pandemic does not continue to slow and the spread of the virus is not contained, the Company’s business operations could be further delayed or interrupted. The Company expects that government and health authorities may announce new or extend existing restrictions, which could require the Company to make further adjustments to its operations in order to comply with any such restrictions. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect the Company’s ability to operate its business and result in additional costs.

 

The extent to which the pandemic may impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic, and capital markets environment present material uncertainty and risk with respect to the Company’s performance, financial condition, results of operations and cash flows. 

 

NOTE 2 – REVISION OF PRIOR YEAR IMMATERIAL MISSTATEMENT

 

Immaterial Misstatement – Springlake Purchase Price Allocation

 

During the year ended December 31, 2021, the Company identified an error in the allocation of the purchase price of its Springlake community acquired in November 2019 that overstated the value of buildings and understated the value of land improvements and land on the balance sheet.

 

The Company assessed the materiality of this error considering both qualitative and quantitative factors and determined that for the quarters ended December 31, 2019 through September 30, 2021, the error was material to the individual line items on the balance sheet, but immaterial to the balance sheet in total since the correction only requires a reclassification.

 

The Company determined that for the quarters ended December 31, 2019 through September 30, 2021, the error was immaterial to the consolidated statement of operations, consolidated statement of changes in deficit, and consolidated statement of cash flows, so the impact to these statements is not presented below.

 

The Company has decided to correct this error as a revision to its previously issued consolidated balance sheet for the quarters ended December 31, 2019 through September 30, 2021. To correct this error, the Company reclassified $1,105,863 from buildings to land improvements and $476,787 from buildings to land in accordance with a third-party appraisal of the property.

 

Immaterial Misstatement – 2020 Homes Sale to Gvest VIEs

 

During the year ended December 31, 2021, the Company identified an error in the recording of the December 2020 related party sale of mobile homes to Gvest Finance LLC and Gvest Homes I LLC. The Company recorded the sale of all 364 park owned homes within the ARC, Countryside, Crestview, and Maple communities, but only 305 park owned homes were sold. The Company retained ownership of the remaining homes located within the ARC, Crestview, and Maple communities.

 

F-12

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

The Company assessed the materiality of this error considering both qualitative and quantitative factors and determined that for the year ended December 31 2020, the error was immaterial to the consolidated balance sheet, and consolidated statement of changes in deficit in total, but material to the amounts attributable to VIEs versus attributable to Manufactured Housing Properties Inc.

 

The Company has decided to correct this error as a revision to its previously issued consolidated balance sheet and statement of changes in deficit for the year and quarters ended December 31, 2020 through September 30, 2021 and has reclassified $869,481 from accumulated Manufactured Housing Properties Inc. deficit instead to non-controlling interest in VIE.

 

The Company determined for the quarters ended December 31, 2020 through September 30, 2021, the error was immaterial to the consolidated statement of operations. The consolidated statement of cash flows is not presented because there is no impact on total cash flows from operating, investing, or financing activities from this error.

 

The tables below present the impacts of the revisions in the Company’s consolidated financial statements.

 

Consolidated Balance Sheets

 

   December 31, 2019   March 31,
2020		   June 30,
2020		   September 30,
2020		   December 31, 2020   March 31,
2021		   June 30,
2021		   September 30,
2021		 
As Previously Reported:                                
Land  $10,885,938   $12,094,338   $11,378,818   $11,378,818   $11,293,818   $12,343,818   $12,343,818   $15,293,818 
Land Improvements   17,466,801    20,286,401    21,845,771    22,007,126    20,924,112    21,506,262    21,580,874    24,107,172 
Buildings   7,067,520    7,396,472    6,791,371    7,048,699    8,026,993    9,025,775    9,586,461    12,735,309 
Construction in Process   
-
    
-
    
-
    
-
    
-
    
-
    
-
    1,897,258 
Total Investment Property   35,420,259    39,777,211    40,015,960    40,434,643    40,244,923    42,875,855    43,511,153    54,033,557 
                                         
Accumulated MHPC Deficit   (3,840,085)   (4,194,251)   (4,440,913)   (4,497,737)   (4,443,675)   (4,857,951)   (5,044,928)   (4,621,293)
Total MHPC Deficit   (2,956,875)   (3,741,871)   (4,444,310)   (4,932,523)   (5,372,270)   (6,314,063)   (7,004,003)   (7,137,732)
NCI in VIE   25,707    21,257    26,030    40,303    450,206    497,662    586,010    39,504 
Total Deficit   (2,931,168)   (3,720,614)   (4,418,280)   (4,892,220)   (4,922,064)   (5,816,401)   (6,417,993)   (7,098,228)
                                         
Adjustments:                                        
Land  $476,787   $476,787   $476,787   $476,787   $476,787   $476,787   $476,787   $476,787 
Land Improvements   1,105,863    1,105,863    1,105,863    1,105,863    1,105,863    1,105,863    1,105,863    1,105,863 
Buildings   (1,582,650)   (1,582,650)   (1,582,650)   (1,582,650)   (1,582,650)   (1,582,650)   (1,582,650)   (1,582,650)
Construction in Process   
-
    
-
    
-
    
-
    
-
    
-
    
-
      
Total Investment Property   
-
    
-
    
-
    
-
    
-
    
-
    
-
    
-
 
                                         
Accumulated MHPC Deficit   
-
    
-
    
-
    
-
    869,481    869,481    869,481    869,481 
Total MHPC Deficit   
-
    
-
    
-
    
-
    869,481    869,481    869,481    869,481 
NCI in VIE   
-
    
-
    
-
    
-
    (869,481)   (869,481)   (869,481)   (869,481)
Total Deficit   
-
    
-
    
-
    
-
    
-
    
-
    
-
    
-
 
                                         
As Revised:                                        
Land  $11,362,725   $12,571,125   $11,855,605   $11,855,605   $11,770,605   $12,820,605   $12,820,605   $15,770,605 
Land Improvements   18,572,664    21,392,264    22,951,264    23,112,989    22,029,975    22,612,125    22,686,737    25,213,035 
Buildings   5,484,870    5,813,822    5,208,721    5,466,049    6,444,343    7,443,125    8,003,811    11,152,659 
Construction in Process   
-
    
-
    
-
    
-
    
-
    
-
    
-
    1,897,258 
Total Investment Property   35,420,259    39,777,211    40,015,960    40,434,643    40,244,923    42,875,855    43,511,153    54,033,557 
                                         
Accumulated MHPC Deficit   (3,840,085)   (4,194,251)   (4,440,913)   (4,497,737)   (3,574,194)   (3,988,470)   (4,175,447)   (3,751,812)
Total MHPC Deficit   (2,956,875)   (3,741,871)   (4,444,310)   (4,932,523)   (4,502,789)   (5,444,582)   (6,134,522)   (6,268,251)
NCI in VIE   25,707    21,257    26,030    40,303    (419,275)   (371,819)   (283,471)   (829,977)
Total Deficit   (2,931,168)   (3,720,614)   (4,418,280)   (4,892,220)   (4,922,064)   (5,816,401)   (6,417,993)   (7,098,228)

 

F-13

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

Consolidated Statements of Changes in Deficit

 

   31-Dec-20   31-Mar-21   30-Jun-21   30-Sep-21 
As Previously Reported:                
Accumulated Deficit - MHPC - Deemed Dividend 
-
  
-
  
-
  
-
 
Total MHPC Accumulated Deficit   (4,443,675)   (4,857,951)   (5,044,928)   (4,621,293)
Total MHPC Deficit   (5,372,270)   (6,314,063)   (7,004,003)   (7,137,732)
Non-Controlling Interest   450,206    497,662    586,010    39,504 
Consolidated Deficit   (4,922,064)   (5,816,401)   (6,417,993)   (7,098,228)
                     
Adjustments                    
Accumulated Deficit - MHPC - Deemed Dividend   869,481    869,481    869,481    869,481 
Total MHPC Accumulated Deficit   869,481    869,481    869,481    869,481 
Total MHPC Deficit   869,481    869,481    869,481    869,481 
Non-Controlling Interest   (869,481)   (869,481)   (869,481)   (869,481)
Consolidated Deficit   
-
    
-
    
-
    
-
 
                     
As Revised:                    
Accumulated Deficit - MHPC - Deemed Dividend   869,481    -    -    - 
Total MHPC Accumulated Deficit   (3,574,194)   (3,988,470)   (4,175,447)   (3,751,812)
Total MHPC Deficit   (4,502,789)   (5,444,582)   (6,134,522)   (6,268,251)
Non-Controlling Interest   (419,275)   (371,819)   (283,471)   (829,977)
Consolidated Deficit   (4,922,064)   (5,816,401)   (6,417,993)   (7,098,228)

 

NOTE 3 – VARIABLE INTEREST ENTITIES

 

The Company consolidates the accounts of Gvest Finance LLC, Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, Brainerd Place LLC, and Bull Creek LLC and will continue to do so until they are no longer considered VIEs. During the year ended December 31, 2021, Gvest Finance LLC formed five wholly owned subsidiaries, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, and Gvest Carolinas 4 Homes LLC and the Company formed two entities, Brainerd Place LLC and Bull Creek LLC, all of which are considered VIEs.

 

F-14

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

Included in the consolidated results of operations for the year ended December 31, 2021 and 2020 were net loss of $460,609 and net income of $451,876, respectively, after deducting an additional management fee equal to cash flow after debt service per the management agreement of $579,703 and $0, respectively.

 

The consolidated balance sheets as of December 31, 2021 and 2020 included the following amounts related to the consolidated VIEs.

 

   2021   2020 
Assets      (As
Revised**)		 
Investment Property   14,144,268    5,067,535 
Accumulated Depreciation and Amortization   (597,650)   (288,739)
Net Investment Property   13,546,618    4,778,796 
Cash and Cash Equivalents   98,900    9,234 
Accounts Receivable, net   60,506    3,506 
Other Assets   158,920    14,652 
Total Assets  $13,864,944   $4,806,188 
           
Liabilities and Deficit          
Accounts Payable  $169,298   $4,969 
Notes Payable   6,793,319    1,994,640 
Line of Credit, $151,749 and $0 debt discount   6,200,607    3,214,916 
Other Liabilities*   1,679,233    9,439 
Tenant Security Deposits   
-
    1,499 
Total Liabilities   14,842,457    5,225,463 
           
Non-Controlling interest   (977,513)   (419,275)
Total Non-controlling interest in variable interest entity equity   (977,513)   (419,275)

 

* Included in other liabilities is an intercompany balance of $1,515,715 and $0 as of December 31, 2021 and 2020, respectively. The intercompany balances have been eliminated on the consolidated balance sheet.
** The balances as of and the results of operations for the year ended December 31, 2020 have been revised to reflect the correction of an error in the recording of the December sale of homes to Gvest Finance LLC and Gvest Homes I LLC. The Company recorded the sale of all 364 park owned homes within the ARC, Countryside, Crestview, and Maple communities, but only 305 park owned homes were sold. See Note 2 for more information.

 

NOTE 4 – INVESTMENT PROPERTY

 

The following table summarizes the Company’s property and equipment balances are generally used to depreciate the assets on a straight-line basis:

 

   2021   2020 
       (As
Revised)		 
Investment Property        
Land  $18,854,760   $11,770,605 
Site and Land Improvements   35,133,079    22,029,975 
Buildings and Improvements   14,666,296    6,437,251 
Construction in Process   3,030,456    7,092 
Total Investment Property   71,684,591    40,244,923 
Accumulated Depreciation   (4,832,300)   (2,779,201)
Net Investment Property  $66,852,291    37,465,722 

 

F-15

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

Depreciation expense for the years ended December 31, 2021 and 2020 was $2,060,882 and $1,652,509, respectively.

 

During the year ended December 31, 2021, Gvest Finance LLC, the Company’s VIE, acquired thirty-four new manufactured homes for approximately $1,900,000 including set up costs for use in the Springlake community and fourteen new manufactured homes for approximately $860,000 including set up costs for use in the Golden Isles community that are not yet occupiable and still in the set-up phase as of December 31, 2021. These homes are included in Construction in Process on the balance sheet. In prior filings, Construction in Process account included only homes undergoing renovations between tenants and was immaterial and thus was included in the Buildings and Improvements line item and not separately stated on the consolidated balance sheet. The December 31, 2020 Investment Property balances have been reclassified to separately state $7,092 Construction in Process for purposes of comparison across periods.

 

During the year ended December 31, 2021, the Company acquired twenty-four manufactured housing communities and accounted for all as asset acquisitions. Total gross acquisition costs incurred with 2021 acquisitions of $474,568 are included in Site and Land Improvements, $7,213 are included in Buildings and Improvements, and $11,465 of accumulated amortization of these acquisition costs are included in the above table and on the consolidated balance sheet for the year ended December 31, 2021. The Company acquired two manufactured housing communities in Lancaster, South Carolina and Morristown, Tennessee and accounted for them as asset acquisitions during the year ended December 31, 2020. See Note 5 for more information about these acquisitions.

 

NOTE 5 – ACQUISITIONS AND DISPOSALS

 

During the years ended December 31, 2021 and 2020, the Company acquired twenty-four and two communities, respectively. These were acquisitions from third parties and have been accounted for as asset acquisitions. The mobile homes in the communities indicated “Gvest” were acquired by the Company’s VIEs - Gvest Finance LLC, Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC and Gvest Carolinas 4 Homes LLC - and are included in consolidation. The homes in the Countryside community were sold by the Company to Gvest Finance LLC during the year ended December 31, 2020.

 

Acquisition Date  Name (number of
communities)		  Land   Improvements   Building   Total Purchase
Price		 
March 2020   Countryside MHP   $152,880   $3,194,245   $352,875   $3,700,000 
March 2020   Evergreen MHP    340,000    1,111,000    
-
    1,451,000 
   Total Purchase Price   $492,880   $4,305,245   $352,875   $5,151,000 
                        
March 2021   Golden Isles MHP   $1,050,000   $487,500   $-   $1,537,500 
March 2021   Golden Isles Gvest    
-
    
-
    787,500    787,500 
July 2021   Anderson MHP (10)    2,310,000    763,417(a)   120,390    3,193,807 
July 2021   Anderson Gvest    
-
    
-
    2,006,193    2,006,193 
September 2021   Capital View MHP    350,000    757,064    
-
    1,107,064 
September 2021   Capital View Gvest    
-
    
-
    342,936    342,936 
September 2021   Hidden Oaks MHP    290,000    843,440    
-
    1,133,440 
September 2021   Hidden Oaks Gvest    
-
    
-
    416,560    416,560 
October 2021   North Raleigh MHP (5)    1,613,828    4,505,268    1,330,904    7,450,000 
December 2021   Dixie MHP    59,133    658,351    32,516    750,000 
December 2021   Driftwood MHP    53,453    352,163    19,384    425,000 
December 2021   Meadowbrook MHP    410,421    781,379    133,200    1,325,000 
December 2021   Asheboro MHP (2)    723,778    1,411,726    
-
    2,135,504 
December 2021   Asheboro Gvest    
-
    
-
    614,496    614,496 
December 2021   Morganton MHP    223,542    1,846,024    
-
    2,069,566 
December 2021   Morganton Gvest    
-
    
-
    680,434    680,434 
    Total Purchase Price   $7,084,155   $12,406,332   $6,484,513   $25,975,000 
   Acquisition Costs    
-
    474,568    7,213    481,781 
   Total Investment Property   $7,084,155   $12,880,900   $6,491,726   $26,456,781 

 

(a) Anderson MHP LLC also purchased vehicles and equipment totaling $156,465 which is included in the improvements column above.

 

F-16

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

Butternut Sale

 

During the year ended December 31, 2020, the Company sold the Butternut manufactured housing community for a total sale price of $2,100,000. The cost net of accumulated depreciation of the community at the time of the sale was $1,338,022. The Company wrote off mortgage costs of $109,529 which is included in refinancing costs on the consolidated statement of operations. The Company recognized a gain on the sale of the property of $761,978 during the year ended December 31, 2020.

 

Pro-forma Financial Information (unaudited)

 

The following unaudited pro-forma information presents the combined results of operations for the years ended December 31, 2021 and 2020 as if the 2021 and 2020 acquisitions and disposition of manufactured housing communities listed above, the sale of mobile homes within the ARC, Crestview, Countryside, and Maple communities in December 2020 to Gvest Finance LLC and Gvest Homes I LLC, and the acquisition of the Sunnyland community in January 2022 had occurred on January 1, 2020.

 

   Unaudited 
   For the Years Ended
December 31,		 
   2021   2020 
Total revenue   $11,767,812   $11,069,625 
Total community operating expenses    4,220,200    4,133,478 
Corporate payroll and overhead   3,013,810    1,581,807 
Depreciation expense    3,181,404    3,068,380 
Interest expense    3,102,659    3,021,533 
Gain on sale of property    
-
    761,978 
Other income    139,300    
-
 
Net income (loss)   $(1,610,961)  $26,405 
Net loss attributable to non-controlling interest    (611,571)   (349,943)
Net income (loss) attributable to Manufactured Housing Properties, Inc.    (999,390)   376,348 
Preferred stock dividends / accretion    2,175,472    1,850,860 
Net loss   $(3,174,862)  $(1,474,513)
Net loss per share   $(0.24)  $(0.11)

 

NOTE 6 – PROMISSORY NOTES AND LINES OF CREDIT

 

Promissory Notes

 

The Company has issued promissory notes payable to lenders related to the acquisition of its manufactured housing communities and mobile homes. The interest rates on these promissory notes range from 3.310% to 5.875% with 5 to 30 years principal amortization. Two of the promissory notes have an initial 6 month, two had an initial 12 month, seven have an initial 24 month, one has an initial 60 month, and one promissory note has a 180-month period of interest only payments. The promissory notes are secured by the real estate assets and eighteen loans totaling $36,554,126 are guaranteed by Raymond M. Gee.

 

On May 1, 2020, the Company received a $139,300 Paycheck Protection Program (the “PPP”) loan from the United States Small Business Administration (the “SBA”) under provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement.  The PPP provides that the loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. The Company used the proceeds from the PPP loan for qualifying expenses and applied for forgiveness of the PPP loan in accordance with the terms of the CARES Act. The loan was forgiven by the SBA on June 7, 2021.

 

F-17

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

As of December 31, 2021, the outstanding balance on these notes was $50,955,777. The following are the terms of these notes:

  

    Maturity
Date		     Interest
Rate		     Balance
12/31/21		     Balance
12/31/20		  
Pecan Grove MHP LLC     02/22/29       5.250 %   $ 2,969,250     $ 3,037,625  
Azalea MHP LLC     03/01/29       5.400 %     790,481       810,741  
Holly Faye MHP LLC     03/01/29       5.400 %     579,825       579,825  
Chatham MHP LLC     04/01/24       5.875 %     1,698,800       1,734,828  
Lakeview MHP LLC     03/01/29       5.400 %     1,805,569       1,832,264  
B&D MHP LLC     05/02/29       5.500 %     1,779,439       1,818,303  
Hunt Club MHP LLC     01/01/33       3.430 %     2,398,689       2,445,011  
Crestview MHP LLC     12/31/30       3.250 %     4,682,508       4,800,000  
Maple Hills MHP LLC     12/01/30       3.250 %     2,341,254       2,400,000  
Springlake MHP LLC     11/14/21       3.310 %    
-
       4,000,000  
Springlake MHP LLC     12/10/26       4.750 %     4,016,250      
-
  
ARC MHP LLC     01/01/30       5.500 %     3,809,742       3,885,328  
Countryside MHP LLC     03/20/50       5.500 %     1,684,100       1,700,000  
Evergreen MHP LLC     04/01/32       3.990 %     1,115,261       1,135,502  
Golden Isles MHP LLC     03/31/26       4.000 %     787,500      
-
  
Anderson MHP LLC*     07/10/26       5.210 %     2,153,807      
-
  
Capital View MHP LLC*     09/10/26       5.390 %     817,064      
-
  
Hidden Oaks MHP LLC*     09/10/26       5.330 %     823,440      
-
  
North Raleigh MHP LLC     11/01/26       4.750 %     5,304,409      
-
  
Charlotte 3 Park MHP LLC (Dixie, Driftwood, Meadowbrook)(1)     03/01/22       5.000 %     1,500,000      
-
  
Carolinas 4 MHP LLC*     01/10/27       5.300 %     3,105,070          
Gvest Finance LLC (B&D homes)     05/01/24       5.000 %     657,357       694,640  
Gvest Finance LLC (Countryside homes)     03/20/50       5.500 %     1,287,843       1,300,000  
Gvest Finance LLC (Golden Isles homes)     03/31/36       4.000 %     787,500      
-
  
Gvest Anderson Homes LLC*     07/10/26       5.210 %     2,006,193      
-
  
Gvest Capital View Homes LLC*     09/10/26       5.390 %     342,936      
-
  
Gvest Hidden Oaks Homes LLC*     09/10/26       5.330 %     416,560      
-
  
Gvest Carolinas 4 Homes LLC (Asheboro, Morganton)*     01/10/27       5.300 %     1,294,930          
PPP Loan - MHP     05/01/22       1.000 %    
-
       139,300  
Total Note Payables                     50,955,777       32,313,367  
Discount Direct Lender Fees                     (2,064,294 )     (1,096,629 )
Total Net of Discount                   $ 48,891,483     $ 31,216,738  

 

(1)The Company repaid the Charlotte 3 Park MHP LLC note payable of $1,500,000 on March 1, 2022. See Note 10 for more details.

 

*The notes indicated above are subject to certain financial covenants.

 

During the year ended December 31, 2021, the Company refinanced its Springlake MHP LLC note payable totaling $4,000,000 to a new note with a different lender totaling $4,016,000. As of December 31, 2021, the Company recognized refinancing cost expense totaling $87,985 and capitalized $75,141 of debt issuance costs related to the new note. Also during the year ended December 31, 2021, Gvest Finance LLC paid off a note payable totaling $309,271 that was originally used to purchase new homes that were integrated into the Springlake community. This note was repaid with proceeds from the Springlake New Home Facility described below. Gvest Finance LLC recognized refinance cost totaling $6,204 related to this repayment.

 

During the year ended December 31, 2020, the Company refinanced a total of $16,374,007 from loans payable to $15,245,000 of new notes payable from five of the communities. The Company used the additional loans payable proceeds from the refinance to retire the related party note payable described below. As of December 31, 2020, the Company recognized refinancing cost expense totaling $464,568 and capitalized $640,895 of mortgage costs related to the refinancing.

 

F-18

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

Metrolina Promissory Notes

 

On May 8, 2017, the Company issued a promissory note to Metrolina Loan Holdings, LLC (“Metrolina”) in the principal amount of $3,000,000. The note is interest only payment based on 8%, and 10% deferred until maturity to be paid with principal balance. This note was to mature in May of 2023. In September 2020, the Company paid off the full balance and terminated the note. This related party note was guaranteed by Raymond M. Gee. As of December 31, 2021 and 2020, the balance on this note was $0.

 

On October 22, 2021, the Company issued a promissory note to Metrolina in the principal amount of $1,500,000. The note bears interest at a rate of 18% per annum and matures on April 1, 2023. During the first six months of the note, any prepayment would require the Company to pay a yield maintenance fee equal to six months of interest. Thereafter, the loan may be prepaid at any time without penalty or fee. The note is guaranteed by Mr. Gee. As of December 31, 2021, the balance on this note was $1,500,000 and interest expense for the year totaled $51,780.

 

Gvest Revolving Promissory Notes

 

On October 1, 2017, the Company issued a revolving promissory note to Raymond M. Gee, pursuant to which the Company could borrow up to $1,500,000 from Mr. Gee on a revolving basis for working capital purposes. In September 2020, the Company paid off the full balance; however, the line of credit remained available to the Company until it was cancelled in December 2021. As of December 31, 2021 and 2020, the outstanding balance on this note was $0.

 

On December 27, 2021, the Company issued a similar revolving promissory note to Gvest Real Estate Capital, LLC, pursuant to which the Company may borrow up to $1,500,000 on a revolving basis for working capital or acquisition purposes. On the same date, the Company borrowed $150,000. This note has a five-year term and is interest-only based on an 15% annual rate through the maturity date and is unsecured. As of December 31, 2021, the outstanding balance on this note was $150,000.

 

Line of Credit – ARC, Crestview, and Maple Occupied Home Facility

 

On December 24, 2020, Gvest Homes I LLC entered into a loan agreement with a lender for a commitment amount of up to $20,000,000, provided that only up to $8,500,000 is to be used for used homes within the ARC, Crestview and Maple communities. The agreement requires the maintenance of certain financial ratios and other affirmative and negative covenants.

  

On December 24, 2020 the lender agreed to advance $3,348,967 to the Company. During the first quarter of 2021, the lender agreed to increase this amount to $3,422,260. As of December 2021, $850,000 was still due from the lender. On December 17, 2021, the lender advanced $838,000 under the Multi-Community Rental Financing Facility discussed below and the funds were used to pay the Company the outstanding balance owed from the 2020 sale of ARC homes to Gvest Homes I LLC. Subsequently, Gvest Homes I LLC reduced the line of credit balance of the ARC, Crestview, and Maple Occupied Home Facility to the total amount funded to date. As of December 31, 2021 and 2020, the outstanding balance on this line of credit was $2,517,620 and $3,348,967, respectively, presented on the balance sheet net of discount direct lender fees of $95,221 and $134,051, respectively.

 

The line of credit bears interest at 8.375% and maturity date of the loan is January 1, 2030. During the years ended December 31, 2021 and 2020, interest expense totaled $168,770 and $587, respectively. Pursuant to the agreement, the Company is obligated to pay a fee to the lender equal to 1% of the amount of each advance which funding fee shall be deducted from the then available commitment amount. The line of credit is guaranteed by Raymond M. Gee.

 

Lines of Credit – Multi-Community Floorplan and Rental Financing Facilities

 

On July 26, 2021, Gvest Finance LLC entered into a floorplan credit agreement, rental homes credit agreement, and a credit and security supplemental agreement pursuant to which the lender has agreed to make available to Gvest Finance LLC a secured credit facility with a joint, aggregate credit limit of $5,000,000, consisting of (i) a credit limit of up to $1,000,000 under a floorplan line to be used to finance the acquisition of manufactured homes for retail sale and (ii) a credit limit of up to $4,000,000 under a rental line to finance the acquisition of rental homes. The lender subsequently agreed to extend the credit limit for the floorplan line to $2,000,000. 

 

F-19

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

On November 12, 2021, Gvest Finance LLC repaid the outstanding balance on the floorplan line as of that date totaling $1,676,634 using funds advanced from the Springlake New Home Facility discussed below. As of December 31, 2021, the balance on the floorplan line of credit was $1,104,255 as Gvest Finance LLC borrowed additional funds of $1,104,255 after the initial repayment which is presented on the balance sheet net of discount direct lender fees of $1,612.

 

The floorplan line of credit interest is calculated at a schedule as follows: (i) Day 1-360: LIBOR plus 6% per annum; (ii) Day 361-720: LIBOR plus 7% per annum; and (iii) Day 721+: LIBOR plus 8% per annum. Interest shall also accrue at the lesser of (a) the “LIBOR Rate”, plus 10% per annum and (b) the maximum lawful rate of interest permitted under applicable law. During the year ended December 31, 2021, total interest expense was $23,933.

 

The maturity date of the of the floorplan line of credit will vary based on each statement of financial transaction (“SOFT”), a report identifying the funded homes and the applicable financial terms. Gvest Finance LLC promises to repay each floor plan advance as follows: (i) Gvest Finance LLC shall pay a principal amount in an amount equal to the original principal amount of such advance multiplied by the percentage specified in the applicable SOFT, commencing on the 15th day of the first full month after the first anniversary of any advance and continuing on the 15th day of each month thereafter; (ii) interest shall be payable monthly, in arrears, and shall be due and payable on or before the 15th day of the month following the month in which such interest accrues; and (iii) Gvest Finance LLC will pay to lender an amount equal to the original invoice price of such homes inventory, less all principal payments made with respect to such inventory pursuant to (ii) above, plus all billed and unpaid interest and any applicable fees, upon the sale of inventory financed or refinanced by lender. 

 

The rental line of credit bears interest at the greater of 3.25% or the highest prime rate of interest published in the Wall Street Journal on either (A) the date when the lender advances the loan or (B) the last day of the 60th month following the month of the date when the lender advances the loan, plus 375 basis points in either case. The rental line of credit matures ten years after the date of each advance. During the year ended December 31, 2021, total interest expense was $2,409. As of December 31, 2021, the balance on the rental line was $838,000, presented on the balance sheet net of discount direct lender fees of $35,000. The proceeds were used to purchase used homes in the ARC community as discussed above.

 

The floorplan and rental lines of credit are guaranteed by Raymond M. Gee. Gvest Finance LLC is subject to certain financial covenants as set out in the loan agreement.

 

Line of Credit – Springlake Home Facility

 

On November 12, 2021, Gvest Springlake Homes LLC, a wholly owned subsidiary of Gvest Finance LLC, entered into a loan and security agreement for a line of credit in the principal amount of $2,000,000 to be used to purchase homes for the Springlake community. The immediate advance of funds from the line of credit totaling $1,892,481 was used to pay off Gvest Finance LLC’s preexisting note totaling $309,271 and the outstanding balance of the Line of Credit – Multi-Community Floor Plan and Rental Financing Facility totaling $1,676,634. The credit limit on this facility was increased on March 28, 2022 to $3,300,000.

 

The line of credit bears interest at the lesser of the Wall Street Journal prime rate plus one percent or 6.75% per annum and matures five years after each advance. As of December 31, 2021, the balance due on this line of credit was $1,892,481, presented on the balance sheet net of discount direct lender fees of $19,916. Interest expense related to this facility for the year ended December 31, 2021 totaled $20,936. The line of credit is guaranteed by Raymond M. Gee. Gvest Springlake Homes LLC is subject to certain financial covenants as set out in the loan agreement.

 

Maturities of Long-Term Obligations for Five Years and Beyond

 

The minimum annual principal payments of notes payable, related party debt, and lines of credit at December 31, 2021 were:

 

2022  $2,414,963 
2023   3,714,410 
2024   3,337,901 
2025   1,256,977 
2026   18,341,237 
Thereafter   29,892,646 
Total minimum principal payments  $58,958,133 

 

F-20

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

 

NOTE 8 – STOCKHOLDERS’ EQUITY

 

Preferred Stock

 

The Company is authorized to issue up to 10,000,000 shares of preferred stock, $0.01 par value.

 

Series A Cumulative Redeemable Convertible Preferred Stock

 

On May 8, 2019, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 4,000,000 shares of its preferred stock as Series A Cumulative Redeemable Convertible Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

 

Ranking. The Series A Preferred Stock ranks, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to the Common Stock and pari passu with the Series B Preferred Stock and Series C Preferred Stock (as defined below). The terms of the Series A Preferred Stock will not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series A Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

 

Dividend Rate and Payment Dates. Dividends on the Series A Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series A Preferred Stock will be entitled to receive cumulative dividends in the amount of $0.017 per share each month, which is equivalent to the rate of 8% of the $2.50 liquidation preference per share. Dividends on shares of Series A Preferred Stock will continue to accrue even if any of the Company’s agreements prohibit the current payment of dividends or the Company does not have earnings. During the years ended December 31, 2021 and 2020, the Company paid dividends of $384,864 and $377,353, respectively.

 

Liquidation Preference. The liquidation preference for each share of Series A Preferred Stock is $2.50. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series A Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series B Preferred Stock and Series C Preferred Stock, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares.

 

Stockholder Optional Conversion. Each share of Series A Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof and without the payment of additional consideration, into that number of shares of Common Stock determined by dividing the liquidation preference of such share by the conversion price then in effect. The conversion price is initially equal $2.50, subject to adjustment as set forth in the certificate of designation. In addition, if at any time the trading price of the Common Stock is greater than the liquidation preference of $2.50, the Company may deliver a written notice to all holders to cause each holder to convert all or part of such holders’ Series A Preferred Stock.

 

Company Call and Stockholder Put Options. Commencing on the fifth anniversary of the initial issuance of shares of Series A Preferred Stock and continuing indefinitely thereafter, the Company will have a right to call for redemption the outstanding shares of Series A Preferred Stock at a call price equal to $3.75, or 150% of the original issue price of the Series A Preferred Stock, and correspondingly, each holder of shares of Series A Preferred Stock shall have a right to put the shares of Series A Preferred Stock held by such holder back to the Company at a put price equal to $3.75, or 150% of the original issue purchase price of such shares. During the years ended December 31, 2021 and 2020, the Company recorded a put option value accretion of $472,271 and $472,500, respectively.

 

F-21

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

Voting Rights. The Company may not authorize or issue any class or series of equity securities ranking senior to the Series A Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend the Company’s articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series A Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of the outstanding shares of Series A Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series A Preferred Stock do not have any voting rights.

 

As of December 31, 2021, there were 1,886,000 outstanding shares of Series A Preferred Stock and the Series A Preferred Stock balance was made up of Series A Preferred Stock totaling $4,715,000 and accretion of put options totaling $1,126,771. As of December 31, 2020, there were 1,890,000 shares of Series A Preferred Stock issued and outstanding and the Series A Preferred Stock balance was made up of Series A Preferred Stock totaling $4,725,000 and accretion of put options totaling $656,500.

 

Series B Cumulative Redeemable Preferred Stock

 

On December 2, 2019, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 1,000,000 shares of its preferred stock as Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”). The Series B Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

 

Ranking. The Series B Preferred Stock rank, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to the Common Stock and pari passu with the Series A Preferred Stock and Series C Preferred Stock. The terms of the Series B Preferred Stock will not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series B Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

 

Dividend Rate and Payment Dates. Dividends on the Series B Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series B Preferred Stock will be entitled to receive cumulative dividends in the amount of $0.067 per share each month, which is equivalent to the annual rate of 8% of the $10.00 liquidation preference per share; provided that upon an event of default (generally defined as the Company’s failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall be increased to $0.083 per month, which is equivalent to the annual rate of 10% of the $10.00 liquidation preference per share. During the years ended December 31, 2021 and 2020, the Company paid dividends of $579,303 and $433,790 respectively.

 

Liquidation Preference. The liquidation preference for each share of Series B Preferred Stock is $10.00. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series B Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series A Preferred Stock and Series C Preferred Stock, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares.

 

Company Call and Stockholder Put Options. Commencing on the fifth anniversary of the initial issuance of shares of Series B Preferred Stock and continuing indefinitely thereafter, the Company will have a right to call for redemption the outstanding shares of Series B Preferred Stock at a call price equal to $15.00, or 150% of the original issue price of the Series B Preferred Stock, and correspondingly, each holder of shares of Series B Preferred Stock shall have a right to put the shares of Series B Preferred Stock held by such holder back to the Company at a put price equal to $15.00, or 150% of the original issue purchase price of such shares. During the years ended December 31, 2021 and 2020, the Company recorded a put option value accretion of $739,034 and $567,217 respectively.

 

F-22

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

Voting Rights. The Company may not authorize or issue any class or series of equity securities ranking senior to the Series B Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend the Company’s articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series B Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of outstanding shares of Series B Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series B Preferred Stock do not have any voting rights.

 

No Conversion Right. The Series B Preferred Stock is not convertible into shares of Common Stock.

 

On November 1, 2019, the Company launched an offering under Regulation A of Section 3(6) of the Securities Act of 1933, as, amended (the “Securities Act”), for Tier 2 offerings, pursuant to which the Company offered up to 1,000,000 shares of Series B Preferred Stock at an offering price of $10.00 per share, for a maximum offering amount of $10,000,000. In addition, the Company offered bonus shares to early investors in this offering, whereby the first 400 investors received, in addition to Series B Preferred Stock, 100 shares of Common Stock, regardless of the amount invested, for a total of 40,000 shares of Common Stock. This offering terminated on March 30, 2021.

 

During the year ended December 31, 2021, the Company sold an aggregate of 117,297 shares of Series B Preferred Stock for total gross proceeds of $1,172,970. After deducting a placement fee and other expenses, the Company received net proceeds of $1,087,485. During the year ended December 31, 2020, the Company sold an aggregate of 231,532 shares of Series B Preferred Stock for total gross proceeds of $2,315,320. After deducting a placement fee and other expenses, the Company received net proceeds of $2,151,250.

 

As of December 31, 2021, there were 758,551 shares of Series B Preferred Stock issued and outstanding and the Series B Preferred Stock balance was made up of Series B Preferred Stock, net of commissions, totaling $7,185,716 and accretion of put options totaling $1,332,878. As of December 31, 2020, there were 641,254 shares of Series B Preferred Stock issued and outstanding and the Series B Preferred Stock balance was made up of Series B Preferred Stock, net of commissions, totaling $6,096,855 and accretion of put options totaling $595,221.

 

Series C Preferred Stock

 

On May 24, 2021, the Company filed an amended and restated certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 47,000 shares of its preferred stock as Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”). The Series C Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

 

Ranking. The Series C Preferred Stock ranks, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to Common Stock and pari passu with Series A Preferred Stock and Series B Preferred Stock. The terms of the Series C Preferred Stock do not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series C Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

 

Stated Value. Each share of Series C Preferred Stock has an initial stated value of $1,000, subject to appropriate adjustment in relation to certain events, such as recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Series C Preferred Stock.

 

Dividend Rate and Payment Dates. Dividends on the Series C Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series C Preferred Stock are entitled to receive cumulative monthly cash dividends at a per annum rate of 7% of the stated value (or $5.83 per share each month based on the initial stated value). Dividends on each share begin accruing on, and are cumulative from, the date of issuance and regardless of whether the board of directors declares and pays such dividends. Dividends on shares of Series C Preferred Stock will continue to accrue even if any of the Company’s agreements prohibit the current payment of dividends or the Company does not have earnings. During the year ended December 31, 2021, the Company paid dividends of $49,292 and due to timing of payments, accrued dividends of $26,960 presented in accrued liabilities on the balance sheet.

 

F-23

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

Liquidation Preference. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series C Preferred Stock are entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series A Preferred Stock and Series B Preferred Stock, a liquidation preference equal to the stated value per share, plus accrued but unpaid dividends thereon.

 

Redemption Request at the Option of a Holder. Once per calendar quarter, a holder will have the opportunity to request that the Company redeem that holder’s Series C Preferred Stock. The board of directors may, however, suspend cash redemptions at any time in its discretion if it determines that it would not be in the best interests of the Company to effectuate cash redemptions at a given time because the Company does not have sufficient cash, including because the board believes that the Company’s cash on hand should be utilized for other business purposes. Redemptions will be limited to four percent (4%) of the total outstanding Series C Preferred Stock per quarter and any redemptions in excess of such limit or to the extent suspended, shall be redeemed in subsequent quarters on a first come, first served, basis. The Company will redeem shares at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon, less the applicable redemption fee (if any). As a percentage of the aggregate redemption price of a holder’s shares to be redeemed, the redemption fee shall be:

 

  ● 11% if the redemption is requested on or before the first anniversary of the original issuance of such shares;

 

  ● 8% if the redemption is requested after the first anniversary and on or before the second anniversary of the original issuance of such shares;

 

  ● 5% if the redemption is requested after the second anniversary and on or before the third anniversary of the original issuance of such shares; and

 

  ● after the third anniversary of the date of original issuance of shares to be redeemed, no redemption fee shall be subtracted from the redemption price.

 

Optional Redemption by the Company. The Company has the right (but not the obligation) to redeem shares of Series C Preferred Stock at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon; provided, however, that if the Company redeems any shares of Series C Preferred Stock prior to the fourth (4th) anniversary of their issuance, then the redemption price shall include a premium equal to ten percent (10%) of the stated value.

 

Mandatory Redemption by the Company. The Company must redeem the outstanding shares of Series C Preferred Stock on the fourth (4th) anniversary of their issuance at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon.

 

Voting Rights. The Series C Preferred Stock has no voting rights.

 

No Conversion Right. The Series C Preferred Stock is not convertible into shares of Common Stock.

 

In accordance with ASC 480-10, the Series C Preferred Stock is treated as a liability and is presented net of unamortized debt issuance costs on the balance sheet because the Company has an unconditional obligation to redeem the Series C Preferred Stock and dividends on the Preferred C Stock are included in interest expense.

 

On June 11, 2021, the Company launched a new offering under Regulation A of Section 3(6) of the Securities Act for Tier 2 offerings, pursuant to which the Company is offering up to 47,000 shares of Series C Preferred Stock at an offering price of $1,000 per share for a maximum offering amount of $47 million.

 

During the year ended December 31, 2021, the Company sold an aggregate of 5,734.4 shares of Series C Preferred Stock for total gross proceeds of $5,734,400. After deducting a placement fee and other expenses, the Company received net proceeds of $5,345,207. The Company capitalized an additional $159,515 of issuance costs associated with the offering which, net of amortization expense, offset with the net proceeds on the balance sheet.

 

F-24

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

Common Stock

 

The Company is authorized to issue up to 200,000,000 shares of Common Stock, par value $0.01 per share. As of December 31, 2021 and 2020, there were 12,403,680 and 12,398,580 shares of Common Stock issued and outstanding, respectively.

 

Stock Issued for Service

 

During the year ended December 31, 2021, the Company issued no stock for services. During the year ended December 31, 2020, the Company issued 50,000 shares of Common Stock to board members with a value of $32,500.

 

Stock Issued for Cash

  

During the years ended December 31, 2021 and 2020, the Company issued 5,100 and 12,500 shares of Common Stock, respectively, to early investors in the Regulation A offering, valued at $1,377 and $4,185, respectively.

  

Equity Incentive Plan

 

In December 2017, the Board of Directors, with the approval of a majority of the stockholders of the Company, adopted the Manufactured Housing Properties Inc. Stock Compensation Plan (the “Plan”) which is administered by the Compensation Committee. As of December 31, 2021, there were 706,175 shares granted and 293,825 shares remaining available under the Plan.

 

The Company has issued options to directors, officers, and employees under the Plan. One third of the options vest immediately, and two thirds vest in equal annual installments over a two-year period. During the years ended December 31, 2021 and 2020, the Company issued 50,000 and 0 options and recorded total stock option expense of $66,015 and $2,370, respectively, inclusive of the stock option expense in connection with the correction to the exercise price as noted below.

 

During the year ended December 31, 2021, the Company amended stock option agreements executed in 2019 and 2021 to correct the exercise price to $0.01 rather than $0.27 which increased stock option expense by $27,550.

 

The following table summarizes the stock options outstanding as of December 31, 2021:

 

   Number of
options		   Weighted
average
exercise
price (per
share)		   Weighted
average
remaining
contractual
term (in
years)		 
Outstanding at December 31, 2020   656,175   $   0.01    7.7 
Granted   50,000    0.01    9.0 
Exercised   
-
    
-
    
-
 
Forfeited / cancelled / expired   
-
    
-
    
-
 
Outstanding at December 31, 2021   706,175   $0.01    6.6 
Exercisable at December 31, 2021   672,842   $0.01    6.4 

 

F-25

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price at fiscal year-end and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holder had all options holders exercised their options on December 31, 2020. As of December 31, 2021, there were 706,175 “in-the-money” options with an aggregate intrinsic value of $2,040,846.

 

The following table summarizes information concerning options outstanding as of December 31, 2021.

 

Strike Price
Range ($)		   Outstanding
stock options		   Weighted average
remaining
contractual term
(in years)		   Weighted average
outstanding
strike price		   Vested
stock options		   Weighted average
vested
strike price		 
$0.01    519,675    5.9   $0.01    519,675   $0.01 
$0.01    136,500    8.0   $0.01    136,500   $0.01 
$0.01    50,000    9.0   $0.01    16,667   $0.01 

 

The following table summarizes information concerning options outstanding as of December 31, 2020.

 

Strike Price
Range ($)		   Outstanding
stock options		   Weighted average
remaining
contractual term
(in years)		   Weighted average
outstanding
strike price		   Vested
stock options		   Weighted average
vested
strike price		 
$0.01    519,675    7.0   $0.01    519,675   $0.01 
$0.01    136,500    9.0   $0.01    45,500   $0.01 

 

The table below presents the weighted average expected life in years of options granted under the Plan as described above. The risk-free rate of the stock options is based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds with the expected term of the option granted.

 

The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions for grants made during the periods indicated.

 

Stock option assumptions 

December 31,

2021

 

December 31,

2020

 
Risk-free interest rate   0.26 – 1.40%                     - 
Expected dividend yield   0.00%   - 
Expected volatility   16.03 –273.98%   - 
Expected life of options (in years)   6.5   - 

 

NOTE 8 – RELATED PARTY TRANSACTIONS

  

See Note 6 for information regarding the promissory notes issued to Metrolina, a significant stockholder, and the revolving promissory notes issued to Raymond M. Gee, the Company’s chairman and chief executive officer.

 

In August 2019, the Company entered into an office lease agreement with 136 Main Street LLC, an entity whose sole owner is Gvest Real Estate LLC, whose sole owner is Mr. Gee, for the lease of the Company’s offices. The lease is $12,000 per month and is on a month-to-month term. During the years ended December 31, 2021 and 2020, the Company paid $144,000 and $48,000, respectively, of rent expense to 136 Main Street LLC.

 

During the years ended December 31, 2021 and 2020, Raymond M. Gee received fees totaling $500,000 and $370,000, respectively, for his personal guaranty on certain promissory notes relating to the refinancing and acquisitions of mobile home communities owned by the Company. During the year ended December 31, 2021, the Company also accrued $250,000 for personal guaranty fees owed to Mr. Gee in relation to the Asheboro and Morganton acquisitions that occurred at the end of December which were paid in January 2022.

 

See Note 3 for information regarding related party VIEs.

 

F-26

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

NOTE 9 – INCOME TAXES

 

On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was enacted to significantly reform the Internal Revenue Code of 1987, as amended (the “IRC”). The TCJA, among other things, contains significant changes to corporate taxation, including a reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; a limitation of the tax deduction for interest expense; a limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such tax losses may be carried forward indefinitely); and modifying or repealing many business deductions and credits.

 

The Company has significant business interest expense; however, the TCJA provision implementing a limitation of the tax deduction for interest expense does not apply to the Company as it qualifies for the small business exemption. On the 2019 and 2020 tax return, the company elected to take 100% bonus depreciation deduction available under the new TCJA tax legislation, which applied to qualified property placed in service after September 27, 2017 and before January 1, 2023. This large deduction increased our deferred tax liability and increased our NOL significantly.

 

On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, supersedes the changes related to NOLs from TCJA and permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. After December 31, 2020, the limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks are reenacted.

 

The Company’s VIEs are single member LLCs. As single member LLCs, these entities are considered disregarded for income tax purposes and are not included in the Company’s tax return. Therefore, the VIEs are not included in the tax information presented below.

 

As of December 31, 2021 and 2020, the Company had net deferred tax assets principally arising from the net operating loss carry forwards for income tax purposes multiplied by the Federal statutory tax rate of 21%. As management of the Company cannot determine that it is more likely than not that we will realize the benefit of the deferred tax assets, a valuation allowance equal to the deferred tax asset has been established at December 31, 2021 and 2020.

 

As of December 31, 2021, and 2020, the Company had Federal net operating loss carryforwards of approximately $19,257,499 and $18,446,935, respectively. The change in the valuation allowance for the years ended December 31, 2021 and 2020 was $1,352,630 and $2,364,875, respectively. The provision to return true up adjustment primarily related to a depreciation true up on the 2020 return.

 

The significant components of the current income tax benefit at December 31, 2021 and 2020 were as follows:

 

   For the Years Ended 
   December 31,
2021		   December 31,
2020		 
Statutory rate applied to income (loss) before income taxes  $(383,885)  $(1,068,482)
Increase (decrease) in income taxes results from:          
VIE income   112,958    451,876 
Change in valuation allowance   (1,352,630)   2,364,876 
Provision to return true up   1,623,557    (1,748,270)
Income tax expense (benefit)  $-   $
-
 

 

The difference between income tax expense computed by applying the federal statutory corporate tax rate and provision for actual income tax is as follows:

 

   For the Years Ended 
   December 31,
2021		   December 31,
2020		 
Income tax benefit at   21.00%   21.00%
Income tax benefit - State   3.62%   3.63%
VIE income   -7.25%   -10.42%
Change in valuation allowance   86.77%   26.09%
Provision to return true up   -104.14%   -40.30%
Income tax expense (benefit)   0.00%   0.00%

 

F-27

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The effects of temporary differences that gave rise to net deferred tax assets are as follows:

 

   For the Years Ended 
   December 31,
2021		   December 31,
2020		 
Deferred tax liabilities:        
Depreciation  $(2,431,793)  $(761,455)
Amortization expense   (14,372)   (269,076)
Other   (584)   (584)
Deferred tax assets:          
Operating loss carryforwards   4,251,516    4,188,512 
Gross deferred tax assets   1,804,767    3,157,397 
Valuation allowance   (1,804,767)   (3,157,397)
Net deferred income tax asset  $
-
   $
-
 

 

NOTE 10 – SUBSEQUENT EVENTS

 

Additional Closings of Regulation A Offering

 

Subsequent to December 31, 2021, the Company sold an aggregate of 4,291 shares of Series C Preferred Stock in additional closings of the Regulation A offering described below for total gross proceeds of $4,289,440. After deducting a placement fee, we received net proceeds of approximately $4,004,109.

 

Warrenville Purchase and Sale Agreement

 

On November 11, 2021, MHP Pursuits LLC entered into a purchase and sale agreement with R&S Properties, LLC for the purchase of a manufactured housing community located in Warrenville, South Carolina consisting of 85 lots and 61 homes on approximately 45 acres for a total purchase price of $3,050,000. On March 9, 2022, the agreement was amended to extend the closing date to March 31, 2022. As of the date of this report, acquisition of this community has not yet occurred.

 

Spaulding Purchase and Sale Agreement

 

On January 19, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with Spaulding Enterprises, Inc. for the purchase of a manufactured housing community located in Brunswick, Georgia consisting of 72 sites and 28 homes on approximately 17 acres for a total purchase price of $2,000,000. As of the date of this report, acquisition of this community has not yet occurred.

 

Sunnyland Acquisition

 

On November 3, 2021, MHP Pursuits LLC entered into a purchase and sale agreement with Billie Jean Faust for the purchase of a manufactured housing community located in Byron, Georgia consisting of 73 sites on approximately 18.57 acres and an adjacent parcel of undeveloped land containing 15.09 acres for a total purchase price of $2,200,000. On January 27, 2022, MHP Pursuits LLC assigned its rights and obligations in the purchase agreement to Sunnyland MHP LLC, an entity wholly owned by the Company, and Gvest Sunnyland Homes LLC, an entity wholly owned by Gvest Finance LLC, pursuant to an assignment of purchase and sale agreement. On January 31, 2022, closing of the purchase agreement was completed and Sunnyland MHP LLC purchased the land and land improvements, and Gvest Sunnyland Homes LLC purchased the buildings. Proforma financial information for Sunnyland is included in the unaudited proforma combined results of operations in Note 5.

 

F-28

 

 

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

In connection with the closing of the property, on January 31, 2022, Sunnyland MHP LLC entered into a loan agreement with Vanderbilt Mortgage and Finance, Inc. for a loan in the principal amount of $1,760,000 and issued a promissory note to the lender for the same amount.

 

Interest on the disbursed and unpaid principal balance accrues as follows: (a) from the date funds are first disbursed at a rate of 5.37% per annum, interest only for the first thirty-six months, and (b) on February 10, 2025, interest on the disbursed and unpaid principal balance accrues at a rate 5.21% per annum until maturity. Interest is calculated on the basis of a 360-day year and the actual number of calendar days elapsed. Payments began on March 10, 2022 and continue the 10th of every month until maturity on February 10, 2027. Sunnyland MHP LLC may prepay the note in part or in full at any time if it pays a prepayment premium calculated in accordance with the loan agreement.

 

The note is secured by a first priority security interest in the property and is guaranteed by Raymond M. Gee. The loan agreement and note contain customary financial and other covenants and events of default for a loan of its type.

 

Clyde Purchase and Sale Agreement

 

On February 10, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with Harold and Brenda Allen for the purchase of a manufactured housing community located in Clyde, North Carolina, a part of the Asheville Metropolitan Statistical Area, consisting of 51 sites and 51 homes on approximately 9 acres for a total purchase price of $3,050,000. As of the date of this report, acquisition of this community has not yet occurred.

 

Solid Rock Purchase and Sale Agreement

 

On February 25, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with K10 Enterprises LLC for the purchase of a manufactured housing community located in Leesville, South Carolina, consisting of 39 sites and homes on approximately 11 acres for a total purchase price of $1,700,000. As of the date of this report, acquisition of this community has not yet occurred.

 

Charlotte 3 Park Note Repayment

 

On February 28, 2022, the Company borrowed $700,000 from Gvest Real Estate Capital, LLC, increasing the outstanding balance on the revolving promissory note described above. On March 1, 2022, proceeds from the revolving promissory note were used to repay the Charlotte 3 Park MHP LLC $1,500,000 note payable upon its maturity.

 

F-29

 

 

SIGNATURES

 

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: March 30, 2022 MANUFACTURED HOUSING PROPERTIES INC.
   
  /s/ Raymond M. Gee
  Name: Raymond M. Gee
  Title: Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

SIGNATURE   TITLE   DATE
         
/s/ Raymond M. Gee   Chairman and Chief Executive Officer   March 30, 2022
Raymond M. Gee   (Principal Executive Officer)    
         
/s/ Michael Z. Anise   Chief Financial Officer and Director   March 30, 2022
Michael Z. Anise   (Principal Financial and Accounting Officer)    
         
/s/ William H. Carter   Director   March 30, 2022
William H. Carter        
         
/s/ Richard M. Gee   Director   March 30, 2022
Richard M. Gee        
         
/s/ James L. Johnson   Director   March 30, 2022
James L. Johnson        
         
/s/ Terry Robertson   Director   March 30, 2022
Terry Robertson        

 

 

49

 

Anderson MHP LLC also purchased vehicles and equipment totaling $156,465 which is included in the improvements column above. The Company repaid the Charlotte 3 Park MHP LLC note payable of $1,500,000 on March 1, 2022. See Note 10 for more details. false FY 0001277998 0001277998 2021-01-01 2021-12-31 0001277998 2022-03-29 0001277998 2021-06-30 0001277998 2021-12-31 0001277998 2020-12-31 0001277998 us-gaap:SeriesCPreferredStockMember 2021-12-31 0001277998 us-gaap:SeriesCPreferredStockMember 2020-12-31 0001277998 us-gaap:SeriesAPreferredStockMember 2021-12-31 0001277998 us-gaap:SeriesAPreferredStockMember 2020-12-31 0001277998 us-gaap:SeriesBPreferredStockMember 2021-12-31 0001277998 us-gaap:SeriesBPreferredStockMember 2020-12-31 0001277998 2020-01-01 2020-12-31 0001277998 us-gaap:CommonStockMember 2019-12-31 0001277998 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001277998 us-gaap:RetainedEarningsMember 2019-12-31 0001277998 us-gaap:ParentMember 2019-12-31 0001277998 us-gaap:NoncontrollingInterestMember 2019-12-31 0001277998 2019-12-31 0001277998 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0001277998 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0001277998 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EX-4.1 2 f10k2021ex4-1_manufactured.htm DESCRIPTION OF REGISTRANT'S SECURITIES

Exhibit 4.1

 

DESCRIPTION OF SECURITIES

 

General

 

The following description summarizes important terms of the classes of our capital stock as of December 31, 2021. This summary does not purport to be complete and is qualified in its entirety by the provisions of our articles of incorporation and our bylaws, which have been filed as exhibits to this annual report.

 

Our authorized capital stock consists of 200,000,000 shares of Common Stock, par value $0.01 per share, and 10,000,000 shares of Preferred Stock, par value $0.01 per share.  

 

As of December 31, 2021, there were 12,403,680 shares of Common Stock, 1,886,000 shares of Series A Preferred Stock and 641,254 shares of Series B Preferred Stock issued and outstanding. No other shares of our capital stock were issued and outstanding as of such date.

 

Common Stock

 

Holders of our Common Stock are entitled to one vote for each share on all matters voted upon by our stockholders, including the election of directors, and do not have cumulative voting rights.  Subject to the rights of holders of any then outstanding shares of our Preferred Stock, our Common stockholders are entitled to any dividends that may be declared by our board.  Holders of our Common Stock are entitled to share ratably in our net assets upon our dissolution or liquidation after payment or provision for all liabilities and any preferential liquidation rights of our Preferred Stock then outstanding.  Holders of our Common Stock have no preemptive rights to purchase shares of our stock.  The shares of our Common Stock are not subject to any redemption provisions.   The rights, preferences and privileges of holders of our Common Stock will be subject to those of the holders of any shares of our Preferred Stock that we may issue in the future.

 

Preferred Stock

 

Our articles of incorporation further authorize the board of directors to issue, from time to time, without stockholder approval, up to 10,000,000 shares of Preferred Stock. Subject to the provisions of our articles of incorporation and limitations prescribed by law, our board is authorized to adopt resolutions to issue shares, establish the number of shares, change the number of shares constituting any series, and provide or change the voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions on shares of our Preferred Stock, including dividend rights, terms of redemption, conversion rights and liquidation preferences, in each case without any action or vote by our stockholders.

 

One of the effects of undesignated Preferred Stock may be to enable our board to discourage an attempt to obtain control of our company by means of a tender offer, proxy contest, merger or otherwise. The issuance of Preferred Stock may adversely affect the rights of our common stockholders by, among other things: restricting dividends on the Common Stock; diluting the voting power of the Common Stock; impairing the liquidation rights of the Common Stock; or delaying or preventing a change in control without further action by the stockholders.

 

Series A Preferred Stock

 

On May 8, 2019, we filed a certificate of designation with the Nevada Secretary of State to establish our Series A Preferred Stock. We designated a total of 4,000,000 shares of Preferred Stock as “Series A Cumulative Convertible Preferred Stock.” Our Series A Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

 

Ranking. The Series A Preferred Stock ranks, as to dividend rights and rights upon our liquidation, dissolution, or winding up, senior to our Common Stock and pari passu with our Series B Preferred Stock and Series C Preferred Stock. The terms of the Series A Preferred Stock will not limit our ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of our Series A Preferred Stock as to distribution rights and rights upon our liquidation, dissolution or winding up.

 

 

 

 

Dividend Rate and Payment Dates. Dividends on our Series A Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of our Series A Preferred Stock will be entitled to receive cumulative dividends in the amount of $0.017 per share each month, which is equivalent to the rate of 8% of the $2.50 liquidation preference per share. Dividends on shares of our Series A Preferred Stock will continue to accrue even if any of our agreements prohibit the current payment of dividends or we do not have earnings.

 

Liquidation Preference. The liquidation preference for each share of our Series A Preferred Stock is $2.50. Upon a liquidation, dissolution or winding up of our company, holders of shares of our Series A Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of our Common Stock and on a pari passu basis with holders of our Series B Preferred Stock and Series C Preferred Stock, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares.

 

Stockholder Optional Conversion. Each share of Series A Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof and without the payment of additional consideration, into that number of shares of Common Stock determined by dividing the liquidation preference of such share by the conversion price then in effect. The conversion price is initially equal $2.50, subject to adjustment as set forth in the certificate of designation. In addition, if at any time the trading price of our Common Stock is greater than the liquidation preference of $2.50, we may deliver a written notice to all holders to cause each holder to convert all or part of such holders Series A Preferred Stock.

 

Company Call and Stockholder Put Options. Commencing on the fifth anniversary of the initial issuance of shares of our Series A Preferred Stock and continuing indefinitely thereafter, we shall have a right to call for redemption the outstanding shares of our Series A Preferred Stock at a call price equal to $3.75, or 150% of the original issue price of our Series A Preferred Stock, and correspondingly, each holder of shares of our Series A Preferred Stock shall have a right to put the shares of Series A Preferred Stock held by such holder back to us at a put price equal to $3.75, or 150% of the original issue purchase price of such shares.

 

Further Issuances. We will not be required to redeem shares of our Series A Preferred Stock at any time except as otherwise described above under the caption “Company Call and Stockholder Put Options.” Accordingly, the shares of our Series A Preferred Stock will remain outstanding indefinitely, unless we decide, at our option, to exercise our call right, the holder of the Series A Preferred Stock exercises his put right or the holder of shares of Series A Preferred Stock converts such stock into Common Stock in accordance with the terms of the Series A Preferred Stock. The shares of Series A Preferred Stock are not subject to any sinking fund.

 

Voting Rights. We may not authorize or issue any class or series of equity securities ranking senior to the Series A Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend our articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series A Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of our outstanding shares of Series A Preferred Stock, voting together as a class. Otherwise, holders of the shares of our Series A Preferred Stock do not have any voting rights.

 

Series B Preferred Stock

 

On December 2, 2019, we filed a certificate of designation with the Nevada Secretary of State to establish our Series B Preferred Stock. We designated a total of 1,000,000 shares of Preferred Stock as “Series B Cumulative Redeemable Preferred Stock.” Our Series B Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

 

Ranking. The Series B Preferred Stock ranks, as to dividend rights and rights upon our liquidation, dissolution, or winding up, senior to our Common Stock and pari passu with our Series A Preferred Stock and Series C Preferred Stock. The terms of the Series B Preferred Stock do not limit our ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of our Series B Preferred Stock as to distribution rights and rights upon our liquidation, dissolution or winding up.

 

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Dividend Rate and Payment Dates. Dividends on the Series B Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of our Series B Preferred Stock are entitled to receive cumulative dividends in the amount of $0.067 per share each month, which is equivalent to the annual rate of 8% of the $10.00 liquidation preference per share; provided that upon an event of default (generally defined as our failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall be increased to $0.083 per month, which is equivalent to the annual rate of 10% of the $10.00 liquidation preference per share. Dividends on shares of our Series B Preferred Stock will continue to accrue even if any of our agreements prohibit the current payment of dividends or we do not have earnings.

 

Liquidation Preference. The liquidation preference for each share of our Series B Preferred Stock is $10.00. Upon a liquidation, dissolution or winding up of our company, holders of shares of our Series B Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of our Common Stock and on a pari passu basis with holders of our Series A Preferred Stock and Series C Preferred Stock, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares.

 

Company Call and Stockholder Put Options. Commencing on November 29, 2024 (the fifth anniversary of the initial closing of this offering) and continuing indefinitely thereafter, we shall have a right to call for redemption the outstanding shares of our Series B Preferred Stock at a call price equal to $15.00, or 150% of the original issue price of our Series B Preferred Stock, and correspondingly, each holder of shares of our Series B Preferred Stock shall have a right to put the shares of Series B Preferred Stock held by such holder back to us at a put price equal to $15.00, or 150% of the original issue purchase price of such shares.

 

Further Issuances. We will not be required to redeem shares of our Series B Preferred Stock at any time except as otherwise described above under the caption “Company Call and Stockholder Put Options.” Accordingly, the shares of our Series B Preferred Stock will remain outstanding indefinitely, unless we decide, at our option, to exercise our call right, the holder of the Series B Preferred Stock exercises his put right. The shares of Series B Preferred Stock will not be subject to any sinking fund.

 

Voting Rights. We may not authorize or issue any class or series of equity securities ranking senior to the Series B Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend our articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series B Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of our outstanding shares of Series B Preferred Stock, voting together as a class. Otherwise, holders of the shares of our Series B Preferred Stock will not have any voting rights.

 

No Conversion Right. The Series B Preferred Stock are not convertible into shares of our Common Stock.

 

Series C Preferred Stock

 

On May 24, 2021, we filed an amended and restated certificate of designation with the Nevada Secretary of State to establish our Series C Preferred Stock. We designated a total of 47,000 shares of Preferred Stock as “Series C Cumulative Redeemable Preferred Stock.” Our Series C Preferred Stock has following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

 

Ranking. The Series C Preferred Stock ranks, as to dividend rights and rights upon our liquidation, dissolution, or winding up, senior to our Common Stock and pari passu with our Series A Preferred Stock and Series B Preferred Stock. The terms of the Series C Preferred Stock do not limit our ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of our Series C Preferred Stock as to distribution rights and rights upon our liquidation, dissolution or winding up.

 

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Stated Value. Each share of Series C Preferred Stock has an initial stated value of $1,000, which is equal to the offering price per share, subject to appropriate adjustment in relation to certain events, such as recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting our Series C Preferred Stock.

 

Dividend Rate and Payment Dates. Dividends on the Series C Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of our Series C Preferred Stock are entitled to receive cumulative monthly cash dividends at a per annum rate of 7% of the stated value (or $5.83 per share each month based on the initial stated value). Dividends on each share begin accruing on, and are cumulative from, the date of issuance and regardless of whether our board of directors declares and pays such dividends. Dividends on shares of our Series C Preferred Stock will continue to accrue even if any of our agreements prohibit the current payment of dividends or we do not have earnings.

 

Liquidation Preference. Upon a liquidation, dissolution or winding up of our company, holders of shares of our Series C Preferred Stock are entitled to receive, before any payment or distribution is made to the holders of our Common Stock and on a pari passu basis with holders of our Series A Preferred Stock and Series B Preferred Stock, a liquidation preference equal to the stated value per share, plus accrued but unpaid dividends thereon.

 

Redemption Request at the Option of a Holder. Once per calendar quarter, a holder will have the opportunity to request that we redeem that holder’s Series C Preferred Stock. Our board of directors may, however, suspend cash redemptions at any time in its discretion if it determines that it would not be in the best interests of our company to effectuate cash redemptions at a given time because we do not have sufficient cash, including because our board believes that our cash on hand should be utilized for other business purposes. Redemptions will be limited to four percent (4%) of the total outstanding Series C Preferred Stock per quarter and any redemptions in excess of such limit or to the extent suspended, shall be redeemed in subsequent quarters on a first come, first served, basis. We will redeem shares at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon, less the applicable redemption fee (if any). As a percentage of the aggregate redemption price of a holder’s shares to be redeemed, the redemption fee shall be:

 

●11% if the redemption is requested on or before the first anniversary of the original issuance of such shares;

 

●8% if the redemption is requested after the first anniversary and on or before the second anniversary of the original issuance of such shares;

 

●5% if the redemption is requested after the second anniversary and on or before the third anniversary of the original issuance of such shares; and

 

●after the third anniversary of the date of original issuance of shares to be redeemed, no redemption fee shall be subtracted from the redemption price.

 

Optional Redemption by our company. We have the right (but not the obligation) to redeem shares of Series C Preferred Stock at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon; provided, however, that if we redeem any shares of Series C Preferred Stock prior to the fourth (4th) anniversary of their issuance, then the redemption price shall include a premium equal to ten percent (10%) of the stated value.

 

Mandatory Redemption by our company. We are required to redeem the outstanding shares of Series C Preferred Stock on the fourth (4th) anniversary of their issuance at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon.

 

Optional Repurchase Upon Death, Disability or Bankruptcy of a Holder. Subject to certain restrictions and conditions, we will also repurchase shares of Series C Preferred Stock of a holder who is a natural person (including an individual beneficial holder who holds shares through a custodian or nominee, such as a broker-dealer) upon his or her death, total disability or bankruptcy, within sixty (60) days of our receipt of a written request from the holder or the holder’s estate at a repurchase price equal to the stated value, plus accrued and unpaid dividends thereon. A “total disability” means a determination by a physician approved by us that a holder, who was gainfully employed and working at least forty (40) hours per week as of the date on which his or her shares were purchased, has been unable to work forty (40) or more hours per week for at least twenty-four (24) consecutive months. Please see the certificate of designation, the form of which has been filed as an exhibit to the offering statement of which this offering circular forms a part, for the procedures to request a repurchase.

 

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Restrictions on Redemption and Repurchase. We are not obligated to redeem or repurchase shares of Series C Preferred Stock if we are restricted by applicable law or our articles of incorporation from making such redemption or repurchase or to the extent any such redemption or repurchase would cause or constitute a default under any borrowing agreements to which we or any of our subsidiaries are a party or otherwise bound. In addition, we have no obligation to redeem shares in connection with a redemption request made by a holder if we determine, as of the redemption date, that we do not have sufficient funds available to fund that redemption. In this regard, we will have complete discretion under the certificate of designation for the Series C Preferred Stock to determine whether we are in possession of “sufficient funds” to fund a redemption request. To the extent we are unable to complete redemptions we may have earlier agreed to make, we will complete those redemptions promptly after we become able to do so, with all such deferred redemptions being satisfied on a first come, first served, basis.

 

Voting Rights. The Series C Preferred Stock has no voting rights relative to matters submitted to a vote of our stockholders (other than as required by law). However, we may not, without the affirmative vote or written consent of the holders of a majority of the then issued and outstanding Series C Preferred Stock: (i) amend or waive any provision of the certificate of designation or otherwise take any action that modifies any powers, rights, preferences, privileges or restrictions of the Series C Preferred Stock (other than an amendment solely for the purpose of changing the number of shares of Series C Preferred Stock designated for issuance as provided in the certificate of designation); (ii) authorize, create or issue shares of any class of stock having rights, preferences or privileges as to dividends or distributions upon a liquidation that are superior to the Series C Preferred Stock; or (iii) amend our articles of incorporation in a manner that adversely and materially affects the rights of the Series C Preferred Stock.

 

No Conversion Right. The Series C Preferred Stock is not convertible into shares of our Common Stock.

 

Anti-takeover Effects of Nevada Law

 

Business Combinations

 

The “business combination” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes prohibit a Nevada corporation with at least 200 stockholders from engaging in various “combination” transactions with any interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status; or after the expiration of the three-year period, unless:

 

●the transaction is approved by the board of directors or a majority of the voting power held by disinterested stockholders, or

 

●if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of common stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher.

 

A “combination” is defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation, or (c) 10% or more of the earning power or net income of the corporation. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 10% or more of a corporation’s voting stock.

 

These provisions could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire our company even though such a transaction may offer stockholders the opportunity to sell their stock at a price above the prevailing market price.

 

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Control Share Acquisitions

 

The “control share” provisions of Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, which apply only to Nevada corporations with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and which conduct business directly or indirectly in Nevada, prohibit an acquiror, under certain circumstances, from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquiror obtains approval of the target corporation’s disinterested stockholders. These provisions specify three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Once an acquiror crosses one of the above thresholds, those shares in an offer or acquisition, and acquired within 90 days thereof, become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’ rights.

 

Anti-takeover Effects of Articles of Incorporation and Bylaws

 

Our articles of incorporation and bylaws also contain certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring control of our company or changing our board of directors and management.

 

As noted above, our articles of incorporation authorize our board to issue up to 10,000,000 shares of Preferred Stock without further stockholder approval. The Preferred Stock may be issued in one or more series, the terms of which may be determined at the time of issuance by the board of directors without further action by the stockholders. These terms may include preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuance of any Preferred Stock could diminish the rights of holders of Common Stock, and therefore could reduce the value of such Common Stock. In addition, specific rights granted to future holders of Preferred Stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of the board to issue Preferred Stock could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change-in-control, which in turn could prevent stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our Common Stock.

 

In addition, according to our articles of incorporation and bylaws neither the holders of Common Stock nor the holders of Preferred Stock have cumulative voting rights in the election of directors. The lack of cumulative voting makes it more difficult for other stockholders to replace the board of directors or for a third party to obtain control of our company by replacing the board of directors. The bylaws also contain a limitation as to who may call special meetings as well as require advance notice of stockholder matters to be brought at a meeting. Additionally, our bylaws also provide that no director may be removed by less than a two-thirds vote of the issued and outstanding shares entitled to vote on the removal.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for our Common Stock is First American Stock Transfer, Inc. with an address at 4747 North 7th Street Suite 170, Phoenix AZ 85014. Their phone number is (602) 485-1346.

 

 

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 EX-10.2 3 f10k2021ex10-2_manufactured.htm FORM OF PROPERTY MANAGEMENT AGREEMENT FOR MOBILE HOMES

Exhibit 10.2

 

 

PROPERTY MANAGEMENT GREEMENT

 

This Property Management Agreement (this “Agreement”) is made and entered into by and between _______________, a ________________ (the “Property Manager”), and _________________, a ______________ (the “Company”), dated as of ___________.

 

RECITALS:

 

A.The Company owns or will be purchasing that certain Parked Owned Homes (the “POHs”) described located in _______________ (the “Community”) located at ___________.

 

B.The Company desires to hire the Property Manager to manage the POHs.

 

C.The Property Manager is willing to manage the POHs effective as of the date of this Agreement.

 

The Company and the Property Manager have agreed as to the terms and conditions of their agreement, and they now desire to reduce their agreement to writing. The following is the detailing of the effective terms of the agreement.

 

1.Incorporation of recitals. It is agreed that the recitals set forth above are hereby incorporated into the Agreement of the parties and shall be deemed part of this Agreement.

 

2.Length of agreement. This Agreement shall be non-cancellable except if there is a change in control of Manufacturing Housing Properties Inc., in which case the Agreement shall automatically renew every year unless cancelled by one of the Parties with 30-day notice.

 

3.Notice. Any notice required to be provided pursuant to this Agreement shall be in writing and shall either be delivered in person or sent by certified mail, return receipt requested, sent to the addresses set forth herein and to the attention of the applicable party. It is agreed that if notice is to be provided by certified mail, it shall be deemed received when actually received or when notice is rejected. As of the date of this Agreement the addresses of the parties are as follows:

 

COMPANY: PROPERTY MANAGER:

 

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4.Responsibilities of the Property Manager. The Company appoints the Property Manager as its lawful agent and attorney in fact with full authority to do any and all lawful things necessary for the fulfillment of the provisions of this Agreement, including but not limited to the following:

 

a.Collecting all rents due as they become due and giving receipts therefore rendering to the Company a monthly accounting of rents collected and expenses and debt service paid out; and remitting to Property Manager all income, less any sums paid out, provided however that the Company will retain 5% of the debt service payment.

 

b.Making or causing to be made all decorating, maintenance, alterations, and repairs to the POHs and hiring and supervising all employees and other individuals and entities to accomplish the duties set forth herein.

 

c.Advertising the POHs and displaying signs on the POHs; renting and leasing the POHs located in the Community; signing, renewing and canceling rental agreements and leases for the POHs located in the Community; initiating legal actions to recover unpaid rent; and if appropriate, in the discretion of the Property Manager, to compromise, settle and release said legal proceedings or lawsuits. Initiating lawsuits also includes the right to hire an attorney to bring said legal actions.

 

5.Indemnification and holding the Property Manager Harmless. It is agreed that the Company does hereby agree to indemnify and hold the Property Manager harmless from any and all claims, charges, debts, demands and lawsuits or threatened lawsuits, including but not limited to attorney’s fees, court costs and costs of expert witnesses, and from any liability for injury (or even death) occurring on or about the POHs which may be suffered by an employee, tenant, invitee or anyone else who is in the POHs related to any acts or omissions performed in connection with the Property Manager managing the POHs, in good faith and in a manner reasonably believed to be in the best interests of the Company and within the scope of the authority conferred on the Property Manager by this Agreement or by law, unless the act or omission resulted from the Property Manager’s willful misconduct, bad faith, gross negligence or reckless disregard of its obligations and duties to the Company.

 

6.Compensation to be paid to the Property Manager. The Property Manager shall submit an invoice each month for an amount equal to six percent (6.00%) of the gross income that the Property Manager collects for the month, plus such additional documented expenses that the Property Manager incurs in such month to the Company. The Company shall remit payment to the Property Manager within ten (10) days of receipt of invoice.

 

7.This Agreement shall be governed by the laws of the State of ________ and the applicable court to hear any matter regarding this Agreement shall be in the county where the POHs are located.

 

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8.Entire agreement. This is the entire agreement of the parties. Any modification to this Agreement must be in writing for the protection of the parties.

 

9.Facsimile or e-mail signatures are binding signatures. It is agreed that facsimile or e- mail signatures shall be binding signature.

 

10.Counterparts. This Agreement may be signed in counterpart and once signed by all parties there shall be a binding Agreement.

 

11.No presumptions. It is agreed that both the Company and the Property Manager have had input regarding the terms of this Agreement and thus no presumptions shall be made for or against any party to this Agreement.

 

IN WITNESS WHEREOF, this Agreement shall be effective as of the date, first above written.

 

COMPANY: PROPERTY MANAGER:
         
By:                 By:               
Name:     Name:  
Title:     Title:  

 

 

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 EX-10.3 4 f10k2021ex10-3_manufactured.htm FORM OF PROPERTY MANAGEMENT AGREEMENT FOR LOTS

Exhibit 10.3

 

 

PROPERTY MANAGEMENT AGREEMENT

 

This Property Management Agreement (this “Agreement”) is made and entered into by and between Mobile Home Rentals LLC, a North Carolina Limited Liability Company (the “Property Manager”), and Springlake MHP LLC, a Georgia Limited Liability Company (the “Company”), dated as of September ___, 2019.

 

RECITALS:

 

A. The Company owns or will be purchasing a mobile home park located in Centerville, Georgia known as Springlake I, II and III (the “Mobile Home Park”).

 

B. The Company desires to hire the Property Manager to manage the Mobile Home Park.

 

C. The Property Manager is willing to manage the Mobile Home Park effective as of the date of this Agreement.

 

The Company and the Property Manager have agreed as to the terms and conditions of their agreement and they now desire to reduce their agreement to writing. The following is the detailing of the effective terms of the agreement.

 

1. Incorporation of recitals. It is agreed that the recitals set forth above are hereby incorporated into the agreement of the parties and shall be deemed part of this Agreement.

 

2. Length of agreement. This Agreement shall initially be for a one (1) year period of time. It shall automatically be extended for an additional one (1) year period of time unless it is terminated by either party by providing written notice no later than thirty (30) days prior to the expiration of the one (1) year period of time. This Agreement shall each and every year thereafter be automatically extended for an additional year unless written notice of termination is provided at least thirty (30) days prior to the end of the applicable year period of time.

 

3. Notice. Any notice required to be provided pursuant to this Agreement shall be in writing and shall either be delivered in person or sent by certified mail, return receipt requested, sent to the addresses set forth herein and to the attention of the applicable party. It is agreed that if notice is to be provided by certified mail, it shall be deemed received when actually received or when notice is rejected. As of the date of this Agreement the addresses of the parties are as follows:

 

Company:

 

Springlake MHP LLC

206 College Street, #670

Pineville, NC 28134

info@mobilehome.rentals

 

Property Manager:

 

Mobile Home Rentals LLC

206 College Street, #670

Pineville, NC 28134

info@mobilehome.rentals

 

 

 

 

5. Responsibilities of the Property Manager. The Company appoints the Property Manager as its lawful agent and attorney in fact with full authority to do any and all lawful things necessary for the fulfillment of the provisions of this Agreement, including but not limited to the following:

 

5-1. Collecting all rents due as they become due and giving receipts therefore; rendering to the Company a monthly accounting of rents collected and expenses paid out; and remitting to the Company all income, less any sums paid out.

 

5-2. Making or causing to be made all decorating, maintenance, alterations and repairs to the Mobile Home Park and hiring and supervising all employees and other individuals and entities to accomplish the duties set forth herein.

 

5-3. Advertising the Mobile Home Park and displaying signs on the Mobile Home Park; renting and leasing the Mobile Home Park; signing, renewing and canceling rental agreements and leases for the Mobile Home Park or any part thereof; initiating legal actions to recover unpaid rent and for loss of or damage to any part of the Mobile Home Park and/or furnishings thereof; and if appropriate, in the discretion of the Property Manager, to compromise, settle and release said legal proceedings or lawsuits. Initiating lawsuits also includes the right to hire an attorney to bring said legal actions.

 

6. Indemnification and holding the Property Manager Harmless. It is agreed that the Company does hereby agree to indemnify and hold the Property Manager harmless from any and all claims, charges, debts, demands and lawsuits or threatened lawsuits, including but not limited to attorney’s fees, court costs and costs of expert witnesses, and from any liability for injury (or even death) occurring on or about the Mobile Home Park which may be suffered by an employee, tenant, invitee or anyone else who is on the Mobile Home Park related to any acts or omissions performed in connection with the Property Manager managing the Mobile Home Park, in good faith and in a manner reasonably believed to be in the best interests of the Company and within the scope of the authority conferred on the Property Manager by this Agreement or by law, unless the act or omission resulted from the Property Manager’s willful misconduct, bad faith, gross negligence or reckless disregard of its obligations and duties to the Company.

 

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7. Compensation to be paid to the Property Manager. The Property Manager shall submit an invoice each month for an amount equal to 6% of Effective Gross Revenue per month, plus such additional documented expenses that the Property Manager incurs in such month to the Company. The Company shall remit payment to the Property Manager within ten (10) days of receipt of invoice.

 

8. Agreement governed by the laws of the State of North Carolina. This Agreement shall be governed by the laws of the State of North Carolina and the applicable court to hear any matter regarding this Agreement shall be in the county where the Mobile Home Park is located.

 

9. Entire agreement. This is the entire agreement of the parties. Any modification to this Agreement must be in writing for the protection of the parties.

 

10. Facsimile or e-mail signatures are binding signatures. It is agreed that facsimile or e-mail signatures shall be binding signatures.

 

11. Counterparts. This Agreement may be signed in counterparts and once signed by all parties there shall be a binding Agreement.

 

12. No presumptions. It is agreed that both the Company and the Property Manager have had input regarding the terms of this Agreement and thus no presumptions shall be made for or against any party to this Agreement.

 

IN WITNESS WHEREOF, this Agreement shall be effective as of the date, first above written.

 

COMPANY:   PROPERTY MANAGER:
         
Springlake MHP LLC   Mobile Home Rentals LLC
         
By:     By:  
Name: Michael Z. Anise   Name: Michael Z. Anise
Title: President   Title: President

 

 

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 EX-10.85 5 f10k2021ex10-85_manufactured.htm REVOLVING PROMISSORY NOTE, DATED DECEMBER 27, 2021, BETWEEN MANUFACTURED HOUSING PROPERTIES INC AND GVEST REAL ESTATE CAPITAL LLC

Exhibit 10.85

 

REVOLVING

 

PROMISSORY NOTE

 

$1,500,000 Pineville, North Carolina December 27, 2021

 

I. Promise to Pay. For value received, Manufactured Housing Properties Inc., a Nevada corporation ("Borrower,"), promises to pay to the order of Gvest Real Estate Capital LLC, a Delaware limited liability company ( "Lender"), at its offices in Mecklenburg County, North Carolina, at 136 Main Street, Pineville, North Carolina 28134, the sum of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) (the "Total Principal Amount"), or such amount less than the Total Principal Amount which is outstanding from time to time, in legal and lawful money of the United States of America, together with interest ( computed on the basis of a year of 360 days and paid for the actual number of days elapsed) thereon from this date until maturity at a rate of 15% per annum.

 

2. Payment Terms. This Revolving Promissory Note (this "Note") is due and payable on the terms set out below:

 

(a) subject to the limitation in subsection (a), this Note may be prepaid in whole or in part at any time without premium or penalty;

 

(b) subject to the limitation in subsection (a) accrued interest on the Total Principal Amount which is outstanding at the time of a principal payment by Borrower will be payable in full; and

 

(c) the outstanding principal balance of this Note, together with all accrued but unpaid interest, shall be due and payable on the Maturity Date which is five years after the date of each advance.

 

3. Revolving Credit. Borrower may request advances and, subject to the limitation n Section 2, make payments hereunder, from time to time, provided that it is understood and agreed that the aggregate principal amount outstanding from time to time hereunder shall not at any time exceed the Total Principal Amount. This Note shall not be deemed terminated or canceled prior to the Maturity Date, although the entire principal balance hereof may from time to time be paid in full. Borrower may borrow, repay (subject to the limitation set forth in Subsection 2), and reborrow hereunder.

 

4. Use of Note Proceeds. The proceeds received by Borrower from time to time pursuant to the Note shall be to cover the costs associated with acquisitions and any ongoing operating costs and expenses needed by Borrower, including but not limited to, accountant fees' and costs, attorneys' fees and costs, filing fees and all other costs and expenses incurred by Borrower for securities law compliance.

 

5. Pavments. Unless otherwise agreed to in writing or otherwise required by applicable law, payments will be applied first to unpaid accrued interest, then to principal, and any remaining amount to any unpaid collection costs, delinquency charges, and other charges; provided, however, upon delinquency or other Event of Default, Lender reserves the right to apply payments among principal, interest, delinquency charges, collection costs, and other charges, in such order and manner as the holder of this Note may from time to time determine in its sole discretion. All payments and prepayments of principal of or interest on this Note shall be made in lawful money of the United States of America in immediately available funds, at the address of Lender indicated above, or such other place as the holder of this Note shall designate in writing to Borrower. If any payment of principal of or interest on this Note shall become due on a day which is not a Business Day (as defined below), such payment shall be made on the next succeeding Business Day and any such extension of time shall be included in computing interest in connection with such payment. As used herein, the term "Business Day" shall mean any day other than a Saturday, Sunday, or any other day on which national banking associations are authorized to be closed. The books and records of Lender shall be prima facie evidence of all outstanding principal of and accrued and unpaid interest on this Note.

 

 

 

 

6. Interest on Past Due Amounts. All past due principal and interest of this Note, whether due as the result of a default ( as defined in Section 7 of this Note), failure to pay at the Maturity Date or otherwise, shall bear interest from the date the payment thereof shall have become due until the same shall have been fully discharged by payment at the highest lawful rate permitted by law.

 

7. Default and Remedies. In the event (i) Borrower defaults in the payment of any principal of or interest on this Note when the payment is due and payable, or (ii) Borrower makes an assignment for the benefit of creditors or admits in writing his inability to pay its debts as they become due and payable, or files a voluntary petition in bankruptcy, or is adjudicated a bankrupt or insolvent, or files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or files any answer seeking or not contesting the material allegations of a petition filed against Borrower in any such proceeding, or (iii) Borrower seeks or consents to or acquiesces in the appointment of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower, then, upon the occurrence of any such event, the principal of this Note, and all accrued interest hereon, may be declared immediately due and payable at the option of the Lender.

 

8. Collection Costs. If this Note is placed in the hands of attorneys for collection, if suit is filed hereon, if this Note is collected through bankruptcy proceedings (including any proceeding, federal or state, for the relief of debtors), or if Lender becomes a party either as plaintiff or defendant in any legal proceeding in relation to the property securing payment of this Note, Borrowers agree to pay additionally to Lender reasonable attorney fees and collection costs.

 

9. Miscellaneous. EXCEPT TO THE EXTENT THAT THE LAWS OF THE UNITED STATES MAY APPLY, THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE ST ATE OF NORTH CAROLINA. THIS INSTRUMENT IS MADE AND IS PERFORMABLE IN PINEVILLE, MECKLENBURG COUNTY, NORTH CAROLINA, AND IN THE EVENT OF A DISPUTE INVOLVING THIS NOTE OR ANY OTHER INSTRUMENT EXECUTED IN CONNECTION HEREWITH, BORROWERS IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTES SHALL BE IN ANY COURT OF COMPETENT JURISDICTION IN MECKLENBURG COUNTY, NORTH CAROLINA.

 

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10. Waiver of Jurv Trial. BORROWER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY KNOWINGLY, INTENTIONALLY, IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS NOTE OR ANY DOCUMENT PERTAINING TO OR SECURING THIS NOTE OR ANY CONDUCT, ACT OR OMISSION OF LENDER OR BORROWER, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR BORROWER, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

 

II.Miscellaneous Provisions. The following other provisions apply to this Note:

 

(a)Time is of the essence of this Note.

 

(b)This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought.

 

(c)This Note and all the covenants, promises, and agreements contained herein are binding upon and inure to the benefit of Borrowers and Lender and their respective heirs, personal representatives, successors, and assigns.

 

(d)Section headings or captions are for convenience only and are not to be used in interpreting the provisions of this Note.

 

EXECUTED AND DELIVERED by Borrower to Lender in Pineville, North Carolina, on the date stated above.

 

By: /s/ Michael Z. Anise  
Michael Z. Anise, President  
Manufactured Housing Properties Inc.  
     
By: /s/ Raymond M. Gee  
Raymond M. Gee, Manager  
Gvest Real Estate Capital LLC  

 

 

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 EX-10.86 6 f10k2021ex10-86_manufactured.htm LOAN AGREEMENT, DATED DECEMBER 29, 2021, BETWEEN CAROLINAS 4 MHP LLC AND VANDERBILT MORTGAGE AND FINANCE INC

Exhibit 10.86

 

LOAN AGREEMENT

 

THIS LOAN AGREEMENT is entered into effective as of December _29__, 2021, by and between CAROLINAS 4 MHP LLC, a North Carolina limited liability company (“Borrower”), and VANDERBILT MORTGAGE AND FINANCE, INC., a Tennessee corporation (“Lender”).

 

RECITALS

 

A. Subject to the terms and provisions hereof, Lender has agreed to make available certain credit for the purposes set forth herein; and

 

B. Borrower and Lender desire to enter into this Agreement in order to set forth the terms, provisions and conditions governing the credit availability and the disbursement of the proceeds described herein.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Borrower and the Lender agree as follows:

 

ARTICLE I
DEFINITIONS

 

Section 1.1 Definitions. In addition to the other terms defined herein, the following terms shall have the meanings specified below:

 

“Advance” means any and all extensions of credit made pursuant to this Agreement, the Note, or any Loan Document, including any renewal, amendment, extension or modification thereof. The terms “Advance” and “Loan” (or the plural forms thereof) are used interchangeably in this Agreement.

 

“Agreement” means this Loan Agreement, including all exhibits hereto, as the same may be amended, modified or supplemented from time to time.

 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

 

“Affiliated Home Owner” means GVEST Carolinas 4 Homes LLC, a Delaware limited liability company.

 

“Assignment of Management Agreement” means that certain Assignment of Management Agreement executed by Mobile Home Rentals, LLC, a North Carolina limited liability company, in favor of Lender of even date herewith, as the same may be amended, modified or supplemented from time to time.

 

“Assignment of Ownership Interests” means that certain Assignment of Ownership Interests executed by the owner of Borrower in favor of Lender of even date herewith, as the same may be amended, modified or supplemented from time to time, granting a lien to Lender upon the Property described therein.

 

 

 

 

“Business Day” means any day other than a Saturday, Sunday or day on which commercial banks are authorized to close under the laws of the State of Tennessee.

 

“Closing Date” means the date first above written, or on such other date as the parties elect.

 

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time.

 

“Community” means, individually and collectively: (a) the manufactured housing communities known as West 49 Mobile Home Community located on the Premises owned and operated by Borrower at 3855 Mechanic Rd., Asheboro, NC 27205, consisting of approximately 53 Pad Sites, and certain building improvements and related amenities, landscaping, roads, and infrastructure (the “West 49 Community”); (b) the manufactured housing community known as Scenic Oaks Mobile Home Community located on the Premises owned and operated by Borrower at 1802 Grantville Ln., Asheboro, NC 27205, consisting of approximately 31 Pad Sites, and certain building improvements and related amenities, landscaping, roads, and infrastructure (the “Scenic Oaks Community”); and (c) the manufactured housing community known as Idlewild Acres Mobile Home Community located on the Premises owned and operated by Borrower at 3265 Idlewild Dr., Morganton, NC 28655, consisting of approximately 61 Pad Sites, and certain building improvements and related amenities, landscaping, roads, and infrastructure (the “Idlewild Community”).

 

“Community Rules” means written rules and regulations that govern the conduct of tenants for and at the Community.

 

“Conditions Precedent” means those matters or events that must be completed or must occur or exist prior to Lender’s being obligated to fund the Advance, including, but not limited to, those matters described in Article III hereof.

 

“Debt” means, with respect to any Person, all obligations of such Person, contingent or otherwise, which in accordance with GAAP would be classified on a balance sheet of such Person as liabilities of such Person, but in any event including (a) liabilities secured by any mortgage, pledge or lien existing on Property owned by such Person and subject to such mortgage, pledge or lien, whether or not the liability secured thereby shall have been assumed by such Person, (b) all indebtedness and other similar monetary obligations of such Person, (c) all guaranties, obligations in respect of letters of credit, endorsements (other than endorsements of negotiable instruments for purposes of collection in the ordinary course of business), obligations to purchase goods or services for the purpose of supplying funds for the purchase or payment of Debt of others and other contingent obligations in respect of, or to purchase, or otherwise acquire, or advance funds for the purchase of, Debt of others, (d) all obligations of such Person to indemnify another Person to the extent of the amount of indemnity, if any, which would be payable by such Person at the time of determination of Debt, and (e) all obligations of such Person under capital leases.

 

“Debt Service” has the meaning set forth in Section 5.18(b).

 

“Debt Service Coverage Ratio” has the meaning set forth in Section 5.18(b).

 

“Default” means the occurrence of any event which except for the passage of time or the delivery of notice with an opportunity to cure would be an Event of Default.

 

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“Default Rate” shall mean the maximum lawful rate of interest permitted by law. The term “maximum lawful rate of interest” as used herein shall mean a rate of interest equal to the higher or greater of the following: (a) the “applicable formula rate” defined in Tennessee Code Annotated Section 47-14-102(3), or (b) such other rate of interest as may be charged under other applicable laws or regulations.

 

“Environmental Claim” has that meaning ascribed thereto in the Environmental Indemnity.

 

“Environmental Indemnity” means that certain Environmental Indemnity Agreement executed by Borrower and Guarantors in favor of Lender of even date herewith, as the same may be amended, modified or supplemented from time to time.

 

“Environmental Laws” has that meaning ascribed thereto in the Environmental Indemnity.

 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, including (unless the context otherwise requires) any rules or regulations promulgated thereunder.

 

“Event of Default” means the occurrence of any event or condition specified in Article VII hereof.

 

“GAAP” means generally accepted accounting principles in the United States applied on a consistent basis.

 

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

 

“Governmental Requirements” means all laws, rules, regulations, ordinances, judgments, decrees, codes, orders, injunctions, notices and demand letters of any Governmental Authority.

 

“Gross Cash Flow” has the meaning set forth in Section 5.18(b).

 

“Guarantors” means, collectively, Raymond M. Gee, and any other guarantor, surety, or accommodation party with respect to the Loan, and any heir or permitted successor or assign of the foregoing; individually, each is a “Guarantor.”

 

“Guaranty” or “Guaranties” means, individually and collectively, any guaranty agreement, from a Guarantor to Lender, guarantying the payment and performance of the Note and Loan Documents, as the same may be amended, modified or supplemented from time to time.

 

“Hazardous Substances” has that meaning ascribed thereto in the Environmental Indemnity.

 

“Home Owner” means a Person other than Borrower who owns a Manufactured Home located or to be located in the Community.

 

“Indebtedness” means any and all amounts and liabilities of any nature owing or to be owing by Borrower to Lender from time to time, including, without limitation, the Loan, all fees, expenses, indemnification and reimbursement payments, indebtedness, liabilities, and obligations of Borrower to Lender, whether now existing or hereafter incurred, liquidated or unliquidated, direct or contingent, joint or several, matured or unmatured, and whether in connection with this Agreement or otherwise, or in connection with loans, participation interests, drafts, notes, banker’s acceptances, letters of credit, guarantees, or overdrafts of any of Borrower’s checking, savings, or other accounts maintained with Lender.

 

“Leases” has that meaning ascribed thereto in the Security Instrument.

 

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“Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute, or contract, and including, but not limited to, the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale, work performed or material supplied upon the Premises, or trust receipt or a lease, consignment, or bailment for security purposes. The term “Lien” shall include reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting the Property, except for the Permitted Encumbrances set forth in the Security Instrument. For the purposes of this Agreement, Borrower shall be deemed to be the owner of any Property that Borrower has acquired or holds subject to a conditional sale agreement, financing lease, or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.

 

“Loan” shall have the meaning set forth in Section 2.1.

 

“Loan Documents” means, collectively, each document, paper or certificate executed, furnished or delivered in connection with this Agreement (whether before, on, or after the Closing Date), including, without limitation, this Agreement, the Note, the Security Documents, the Guaranties, the Environmental Indemnity, the Assignment of Management Agreement, and all other documents, certificates, reports, and instruments that this Agreement requires or that were executed or delivered (or both) at Lender’s request, all as the same may be amended, modified or supplemented from time to time.

 

“Loan to Value” has the meaning set forth in Section 5.18(a).

 

“Manufactured Home” means a “manufactured home” as that term is defined in the Manufactured Housing Construction and Safety Standards Act of 1974 as amended (42 U.S.C. Chapter 70), and in 24 C.F.R Section 3280.2, and any related fixtures and personal property; collectively, “Manufactured Homes.”

 

“Material Adverse Effect” or “Material Adverse Change” shall mean any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singularly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, resulting in the business, results of operations, financial condition, assets, liabilities or prospects of the Borrower being affected in such a manner as is likely to impair (a) the ability of the Borrower or the Guarantors to perform any of their respective obligations under the Loan Documents, (b) the rights and remedies of the Lender under any of the Loan Documents, or (c) the legality, validity or enforceability of any of the Loan Documents.

 

“Maturity Date” has that meaning ascribed thereto in the Note.

 

“Net Income” has the meaning set forth in Section 5.18(b).

 

“Note” means that certain $4,400,000.00 Promissory Note issued of even date herewith by Borrower to the order of Lender, as the same may be amended, modified or supplemented from time to time.

 

“Obligations” means the obligations and undertakings of Borrower to: (a) pay the Indebtedness; (b) pay the principal of and interest on the Note in accordance with the terms thereof, including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency reorganization or like proceeding relating to the Borrower whether or not claim for post-filing or post-petition interest is allowed in such proceeding, and to satisfy all other liabilities and obligations, reimbursement obligations, fees, expenses, indemnification, and reimbursement payments costs and expenses, including all fees and expenses of counsel to Lender, incurred pursuant to this Agreement or any other Loan Document, whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder, together with all renewals extensions modifications or refinancings thereof; (c) repay to Lender all amounts advanced by Lender hereunder, under the Loan Documents or otherwise on behalf of Borrower, including, without limitation, advances for overdrafts, principal or interest payments to secured parties, mortgagees, or lienors, and for taxes, levies, insurance, rent, repairs to the Premises, or expenses related to actions to comply with Environmental Laws; (d) perform all obligations, duties and covenants owing, arising or due from Borrower to Lender of any kind or nature, present or future, howsoever created, which arise under any Loan Document, whether direct or indirect, now existing or hereafter incurred; and (e) to reimburse Lender, on demand, for all of Lender’s costs and expenses as further described herein.

 

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“Pad Site” means a lot and all appurtenances thereto designated as a pad site on the Premises that is eligible to be leased to a Person under a Lease and “Pad Sites” means more than one Pad Site.

 

“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

 

“Permitted Encumbrances” has that meaning ascribed thereto in the Security Instrument.

 

“Permitted Liens” means the following:

 

(a) Liens on the Premises securing the Obligations;

 

(b) Liens for taxes not delinquent or that are being contested in good faith and by appropriate actions and for which adequate reserves in accordance with GAAP have been established on the books of Borrower; and

 

(c) Liens securing purchase money debt or Debt arising under capitalized leases, which are permitted hereunder; provided that in each case any such Lien attaches only to the specific item(s) of property or asset(s) acquired or financed with the proceeds of the corresponding Debt.

 

“Person” means any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other entity, or any Governmental Authority.

 

“Plan” means any employee benefit or other plan established or maintained, or to which contributions have been made, by Borrower and covered by Title IV of ERISA or to which Section 412 of the Code applies.

 

“Premises” means the real property and improvements known as the West 49 Community, the Scenic Oaks Community, and the Idlewild Community, all as further described as the “Mortgaged Property” in the Security Instrument.

 

“Principal Office” means the principal office of Lender located at 500 Alcoa Trail, Maryville, Tennessee 37804.

 

“Property” or “Properties” means any interest in any kind of property or asset, whether real, personal, or mixed, or tangible or intangible, and includes, without limitation, the Premises.

 

“Rent Roll” has the meaning set forth in Section 4.20.

 

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“Security Agreement” means that certain Security Agreement and Assignment of Rents and Leases executed by Affiliated Home Owner in favor of Lender of even date herewith, as the same may be amended, modified or supplemented from time to time.

 

“Security Documents” means any and all security agreements, deeds of trust, mortgages, assignments of rents and leases, pledge agreements, or any other agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, creating, evidencing or providing security at any time for the Obligations, including, without limitation, the Security Instrument, the Assignment of Ownership Interests, and the Security Agreement.

 

“Security Instrument” means that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed by Borrower in favor of Lender of even date herewith, as the same may be amended, modified or supplemented from time to time, granting a lien to Lender upon the Property described therein.

 

“Subsidiary” means, at the time as of which any determination is being made, any corporation, company, partnership, or other entity of which more than fifty percent (50%) of the issued and outstanding voting securities is owned or controlled, directly or indirectly, by Borrower.

 

“Title Policy” means that certain loan policy of title insurance, issued on the date the Security Instrument is first recorded in the applicable real property records, by Stewart Title Guaranty Company (Commitment No.’s: 21000140635 (West 49 Community and Scenic Oaks Community), and 21000140637 (Idlewild Community)) in the aggregate amount of the Note with Lender named as the insured thereunder, and insuring the first priority lien of the Security Instrument against the Premises, containing only exceptions which are approved by Lender and such endorsements as requested by Lender.

 

“UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of Tennessee, as it may be amended from time to time; provided that, if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of a security interest in any Property is governed by the Uniform Commercial Code in effect in another jurisdiction, then “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for this limited purpose of perfection.

 

Section 1.2 References. Where the context requires, the use of singular numbers or pronouns shall include the plural and vice versa, and the use of pronouns of any gender shall include any other gender.

 

ARTICLE II
THE LOAN

 

Section 2.1 Loan. Subject to the Conditions Precedent and pursuant to the terms of the Loan Documents, Lender agrees to extend credit to Borrower on the Closing Date in the principal amount of Four Million Four Hundred Thousand and No/100 Dollars ($4,400,000.00) (the “Loan”). The execution and delivery of this Agreement by the Borrower and the satisfaction of all Conditions Precedent shall be deemed to constitute the Borrower’s request to borrow the Loan on the Closing Date. Interest shall accrue on the outstanding principal balance of the Loan as set forth in the Note. All terms and provisions of repayment shall be as set forth in the Note.

 

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Section 2.2 Purpose of Loan. The proceeds of the Loan shall be used by Borrower for the purchase of the Premises and to pay fees and closing costs associated thereto. To the extent that Borrower requests that Lender fund any Advance to any party other than Borrower, such Advance shall be deemed made to Borrower, and Borrower shall be fully liable for repayment thereof in accordance with the terms of the Loan Documents. At Borrower’s request, and in order to accommodate Borrower’s tax considerations, Lender has agreed to specify within this Agreement that Borrower has allocated (or will allocate) on Borrower’s records some amount of the Loan to the Premises purchased and some amount of the Loan to the Manufactured Homes purchased. Borrower has informed Lender that Borrower intends to allocate $3,300,000.00 ($1,375,000.00 related to the West 49 Community and the Scenic Oaks Community, and $1,925,000.00 related to the Idlewild Community) of the Loan to the Manufactured Homes and the balance of the Loan to the Premises purchased. For avoidance of doubt, Lender is not agreeing to allocate, limit, split, or otherwise modify the Loan on Lender’s records in any way or fashion and nothing in this subsection shall limit Borrower’s or any Guarantor’s joint and several liability and obligations hereunder or under any Loan Document.

 

Section 2.3 Prepayments. Borrower may at any time and from time to time, prepay all or part of the outstanding principal balance of the Note, subject to the payment of certain prepayment premiums as described below (each a “Prepayment Premium”). Payments under this Section may be applied to the obligations of Borrower to Lender in the order and manner as the Lender in its discretion may determine.

 

(a) In the event Borrower prepays the Note at any time on or prior to the first annual anniversary of the date of the Note, Borrower shall, at the time of prepayment, pay to Lender an exit fee equal to 3.00% of the principal amount being prepaid on the Note.

 

(b) If the prepayment occurs after the first annual anniversary of the date of the Note but on or prior to the third annual anniversary of the date of the Note, Borrower shall, at the time of prepayment, pay to Lender an exit fee equal to 2.00% of the principal amount being prepaid on the Note.

 

(c) If the prepayment occurs after the third annual anniversary of the date of the Note but on or prior to the fifth annual anniversary of the date of the Note, Borrower shall, at the time of prepayment, pay to Lender an exit fee equal to 1.00% of the principal amount being prepaid on the Note.

 

(d) At any time following the fifth annual anniversary of the Note, Borrower may prepay all or any part of the Note without penalty or premium.

 

Section 2.4 Payments to Principal Office; Debit Authority. The payments under the Note (including any prepayment and payment of interest) shall be made to Lender at its Principal Office for the account of Lender in United States dollars and in immediately available funds. Borrower hereby agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Lender may otherwise have, Lender shall be entitled, at its option, to offset balances held by Lender at any of its offices against any principal of or interest on the Obligations hereunder which is not paid when due by reason of a failure by Borrower to make any payment when due to Lender (regardless whether such balances are then due to Borrower), in which case Lender shall promptly notify Borrower, provided that its failure to give such notice shall not affect the validity thereof. All payments due under the Note or Loan Documents shall be made without relief from valuation and appraisement laws.

 

Section 2.5 Usury. Lender and Borrower intend to conform strictly to applicable usury laws as presently in effect. Accordingly, Borrower and Lender agree that, notwithstanding anything to the contrary herein or in any agreement executed in connection with or as security for this Agreement, the sum of all consideration that constitutes interest under applicable law which is contracted for, charged, or received in connection herewith shall under no circumstance, including without limitation any circumstance in which the Obligations have been accelerated or prepaid, exceed the maximum lawful rate of interest permitted by applicable law. Any excess interest shall be credited to the outstanding Obligations or, if the Obligations shall have been paid in full, refunded to Borrower, by the holder hereof.

 

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Section 2.6 Limitation of Advance. The Loan shall not exceed the lesser of (1) $4,400,000.00, or (2) eighty percent (80%) of the “as-is” appraised value of the Premises, or (c) eighty percent (80%) of the purchase price of the Premises and any Manufactured Homes located thereon.

 

Section 2.7 Security Interest in Manufactured Homes.

 

(a) Until the Obligations are paid in full and all other obligations of Borrower to be performed under the Loan Documents shall have been paid and/or performed, Affiliated Home Owner shall grant to Lender a security interest in those Manufactured Homes set forth on Schedule 4.21 and such other collateral security as set forth in the Security Agreement.

 

(b) Affiliated Home Owner shall have the right to sell any of its Manufactured Homes and Lender shall release its security interest in such Manufactured Homes, under the following conditions:

 

(i) there shall be no Event of Default currently existing under this Agreement;

 

(ii) promptly following the sale of such Manufactured Home, Affiliated Home Owner shall have paid to the Lender an amount equal to $12,000.00 per home, which such amounts shall be applied as a prepayment of the Loan, provided, however that no Prepayment Premium shall be applied to any such prepayment of the Loan made under this Section 2.7(b)(ii).

 

(c) Promptly following Lender’s receipt of those funds required immediately above, Lender will execute and deliver to Affiliated Home Owner all documents and filings reasonably required by Affiliated Home Owner to release Lender’s security interest in the Manufactured Home and the original certificate of title for the Home held by Lender. Borrower agrees to pay all reasonable fees and expenses of Lender incurred in connection therewith including reasonable outside attorneys’ fees.

 

ARTICLE III
CONDITIONS PRECEDENT

 

Section 3.1 Conditions Precedent to Advance. The obligation of Lender to make the Advance to Borrower is subject to the Conditions Precedent that Lender shall have received all of the following, in form and substance reasonably satisfactory to Lender and its legal counsel in their sole discretion:

 

(a) Closing Statement. A fully executed copy of a detailed closing statement in a form and substance reasonably acceptable to Lender, which includes a complete description of Borrower’s sources and uses of funds on the Closing Date;

 

(b) Executed Loan Documents. The original counterparts of all Loan Documents fully executed by the applicable parties;

 

(c) Resolutions/Consents. A copy of the resolutions or written consents of Borrower and each entity that is an owner of Borrower, approving the Loan and Borrower’s purchase of the Premises, and authorizing the execution and delivery of the Loan Documents;

 

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(d) Organizational Documents. A certified copy of the certificate of organization and operating agreement, with all amendments thereto, of Borrower and each entity that is an owner of Borrower, certified to Lender;

 

(e) Certificate of Existence. Certified certificates of existence and good standing and authority for Borrower and each entity that is an owner of Borrower, from each applicable state of jurisdiction;

 

(f) Existence and Authority of Other Entities. Those items, documents, and certificates set forth in subsections (c) through (e) above for Affiliated Home Owner and entity property manager of Borrower’s Property;

 

(g) UCC, Bankruptcy, Litigation, Judgment, Tax and Liens Search. A UCC, bankruptcy, litigation, judgment, tax, and Lien search on Borrower and Borrower’s Property;

 

(h) Financial Statements; Tax Returns. Financial statements and most recent tax returns of Borrower and Guarantors in form and substance reasonably acceptable to Lender and verification of liquidity for each Guarantor;

 

(i) Certified Rent Roll. The Rent Roll (as defined herein);

 

(j) Copies of Purchase Documents. If requested by Lender, copies of all fully executed documents, with all statements, schedules, and exhibits, and all amendments thereto, providing Borrower the rights to acquire the Premises and Property and vesting in Borrower legal ownership in the same, including all deeds, bills of sale, and assignments;

 

(k) Management Agreement. Copies of all fully executed management agreements related to the Premises, the Communities, or the operation and management of Borrowers’ business on the Premises, with all statements, schedules, and exhibits, and all amendments thereto, along with an Assignment of Management Agreement to Lender duly executed by the applicable parties;

 

(l) Opinion of Counsel. An opinion of counsel for Borrower and each entity that is an owner of Borrower, if any, (which counsel must be reasonably satisfactory to the Lender) with respect to such legal matters relating hereto as the Lender may reasonably request;

 

(m) Title Insurance. The Title Policy (or a binding commitment from the title insurer to issue the same) with respect to the Premises dated as of the Closing Date and in the form and manner required hereunder, and evidence that all premiums, fees and expenses in respect thereof have been paid;

 

(n) Flood Certification. A flood certification report covering the Premises;

 

(o) Survey. A copy of a current ALTA Land Title Survey with the current “minimum standard detail” and such additional “Table A” requirements as Lender may reasonably request all certified to Lender and the title insurance insurer;

 

(p) Appraisal. A current appraisal of the Premises, along with a review of such appraisal;

 

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(q) Environmental Report. A copy of a Phase 1 Environmental Report in respect of the Premises that is reasonably satisfactory to Lender, together with a reliance letter confirming that Lender may rely fully on the contents thereof;

 

(r) Property Condition Report. A copy of a property condition report of the Premises;

 

(s) Additional Reports. A copy of any environmental, soil, traffic, feasibility, or like reports or studies obtained by Borrower or on Borrower’s behalf in connection with the Premises;

 

(t) Pad Lease. The form of Lease to be used for all future leases of Pad Sites upon the Premises as approved by Lender;

 

(u) Master Lease. A master lease between Borrower and Affiliated Home Owner, and Borrower and any Affiliate of Borrower that owns Manufactured Homes located or to be located upon the Premises;

 

(v) Guidelines. The application, screening, underwriting, credit, and/or review criteria determined by Borrower in the exercise of Borrower’s prudent business judgment to qualify tenants and/or Home Owners to enter into a Lease, all as approved by Lender;

 

(w) Community Rules. The form Community Rules to be used for all tenants of Pad Sites upon the Premises as reasonably approved by Lender;

 

(x) Evidence of Insurance and/or Bond. Satisfactory evidence of all insurance required under Section 5.8 hereof;

 

(y) Loan Fee. A loan fee equal to $44,000.00 payable upon initial funding of the Loan;

 

(z) Costs and Expenses. Satisfactory evidence that all costs and expenses required under Section 5.15 hereof have been paid in full;

 

(aa) Additional Funds. Satisfactory evidence that all additional funds required to purchase the Premises shall have been provided (or will be provided) by Borrower at Closing;

 

(bb) Releases. Such payoffs, releases, termination statements, and subordination, nondisturbance and attornment agreements required by Lender to assure its priority interest in Borrower’s Property and the Premises; and

 

(cc) Other. Such other approvals, opinions, documents or instruments as the Lender may reasonably request, including, without limitation, any document requested or required by Lender or Lender’s counsel on any pre-Closing checklists, certificates, or questionnaires.

 

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

 

As an inducement to Lender to enter into this Agreement and to extend credit hereunder, Borrower represents and warrants to Lender that as of the date of the execution of this Agreement:

 

Section 4.1 Existence and Qualification Borrower is a duly organized, validly existing limited liability company in existence under the laws of the State of North Carolina.

 

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Section 4.2 Power and Authorization. Borrower has the requisite power and authority to own its Property and to transact the business in which Borrower is now engaged, or proposes to be engaged in, and is duly authorized and empowered to execute and deliver, and to perform and observe the terms and provisions of, this Agreement and the other Loan Documents executed, or to be executed by Borrower, and to carry out the transactions contemplated hereby and thereby. All action on Borrower’s part required to be taken for the due execution, delivery and performance of this Agreement and the other Loan Documents has been duly and effectively taken.

 

Section 4.3 Validity of Loan. This Agreement constitutes, and each of the other Loan Documents when executed, acknowledged and delivered, as appropriate, will constitute the legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.

 

Section 4.4 Title to Property; Priority. Borrower has good and marketable title to the Premises and Borrower’s Properties. With the exception of Permitted Liens and the Permitted Encumbrances, Borrower is the owner of its Properties, including without limitation the Premises, free and clear from any lien, security interest, or encumbrance.

 

Section 4.5 No Default, Legal Bar or Resultant Lien. The execution, delivery and performance by Borrower of this Agreement, the other Loan Documents, and the consummation of the transactions contemplated herein and therein, does not and will not: (a) contravene any provisions of its articles of organization or operating agreement; (b) cause Borrower to be in default under or violate any provision of any law, ordinance, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect having application to Borrower or to any of its Properties; (c) result in any breach of, or constitute any default under any agreement, contract, lease or instrument to which Borrower is a party or by which Borrower or any of its Properties may be bound or affected; or (d) result in, or require, the creation or imposition of any lien upon or with respect to any of the Property now owned or hereafter acquired by Borrower other than those liens contemplated by the Loan Documents.

 

Section 4.6 No Consent. With respect to the execution, delivery and performance of this Agreement and the other Loan Documents, Borrower does not and will not require any registration with, consent or approval of, notice to, or action by, any other Person.

 

Section 4.7 Financial Statements. The financial statements for Borrower delivered to Lender in connection herewith are true, complete and correct in all material respects, and fairly and accurately reflect the assets, liabilities, financial condition and the results of the operations of Borrower as of and for the periods set forth therein, and are consistent with past practices. There have been no Material Adverse Changes in the assets, liabilities, business, or operations of Borrower since the date of the most recent financial statements of Borrower delivered to Lender.

 

Section 4.8 No Judgments/Litigation. There are no outstanding or unpaid judgments against Borrower. There are no legal, judicial, regulatory, administrative, or arbitration proceedings, investigations, or other claims, actions, suits or proceedings of any nature pending, or, to Borrower’s knowledge and not disclosed in writing to Lender, threatened against or affecting Borrower, and no event has occurred or condition exists, which with the giving of notice, or the passage of time, or both, could give rise to any such claims, actions, suits or proceedings, except claims, actions, suits or proceedings that are fully covered by insurance, or which, if adversely determined, would not have any Material Adverse Effect on the transactions contemplated by this Agreement or the documents executed or delivered pursuant hereto, or upon the business, properties, or condition (financial or otherwise) of Borrower, and would not impair the ability of any Borrower to perform all of its obligations under this Agreement and the other Loan Documents.

 

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Section 4.9 Compliance with Laws. Borrower is in compliance in all material respects with all applicable laws, rules, regulations and orders of any Governmental Authority affecting Borrower or Borrower’s Properties, including without limitation all Environmental Laws.

 

Section 4.10 Environmental Matters. The Borrower (a) has not knowingly failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (b) has not become subject to any Environmental Claim, (c) has not received notice of any claim with respect to any Environmental Claim, or (d) knows of no basis for any Environmental Claim.

 

Section 4.11 ERISA. Borrower is in compliance in all material respects with the applicable provisions of ERISA. Borrower has not incurred any material “accumulated funding deficiency” within the meaning of ERISA, and has not incurred any material liability to PBGC in connection with any Plan.

 

Section 4.12 Condition of Premises. On the Closing Date, Borrower’s Property has not been damaged or injured as a result of any fire, explosion, accident, flood or other casualty.

 

Section 4.13 Tax Returns/Taxes. All federal, state and local tax returns of Borrower required to be filed have been filed, and all federal, state and local taxes, assessments, fees or other governmental charges imposed upon Borrower, which are due and payable, have been paid, except where Borrower promptly and diligently contests in good faith by appropriate proceedings and Borrower has established adequate reserves therefor in accordance with GAAP consistently applied.

 

Section 4.14 Broker’s or Finder’s Fee. No broker’s or finder’s fee or commission is or will be payable in connection with this Agreement, the transactions contemplated hereby, or the transactions consummated with the Advances of the Loan. Borrower hereby agrees to save harmless and indemnify Lender from and against any claims, demands, actions, suits, proceedings, or liabilities, including Lender’s reasonable and actual attorneys’ fees and costs of suit, arising out of or in connection with any such fee or commission.

 

Section 4.15 Insurance. All insurance required hereunder or within any Loan Document is currently in force and paid up.

 

Section 4.16 Continuing Representations and Warranties. All representations and warranties made by Borrower in this Agreement shall survive the making of the Advance contemplated hereby and the closing, execution, and delivery of this Agreement and the Loan Documents.

 

Section 4.17 Disclosure. The Borrower has disclosed to the Lender all material agreements, instruments, and partnership or other restrictions to which the Borrower is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or the Guarantors to the Lender in connection with this Agreement or any other Loan Document contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in light of the circumstances under which they were made, not misleading.

 

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Section 4.18 Community.

 

(a) The Community is located on the Premises and is lawfully owned and operated by Borrower.

 

(b) Construction of the Community is complete.

 

(c) To Borrower’s current actual knowledge, the Community and the use of the Premises comply with all Governmental Requirements applicable to Manufactured Homes and ownership and management of manufactured home communities, including but not limited to any statutes, rules and regulations pertaining to the construction, installation and maintenance of Manufactured Homes and manufactured home communities, including, but not limited to: (i) [Reserved]; (ii) Landlord and Tenant Law, N.C. GEN STAT. § 42, including Section 42-36.1 regarding lease or rental of manufactured homes, and Section 42-14.3 regarding notice of conversion of manufactured home communities, Public Health Law, N.C. GEN STAT. § 130A, and standards promulgated by the North Carolina Manufactured Housing Board as authorized pursuant to N.C. GEN STAT. 143-143.10; and (iii) equal opportunity, anti-discrimination, fair housing, environmental protection, zoning, density and land use (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use requirements for the purposes of this representation).

 

(d) To Borrower’s current actual knowledge, all public and private utilities on the Premises comply with all Governmental Requirements, including, but not limited to local conditions and code requirements.

 

(e) To Borrower’s current actual knowledge, there is no evidence of any illegal activities at the Community.

 

(f) To Borrower’s current actual knowledge, Borrower has complied with and is in compliance with all Governmental Requirements applicable to the development, ownership and operation of the Community.

 

(g) The Community has paved roads.

 

(h) The Community consists of approximately the number of Pad Sites as set forth in the definition of the Community.

 

(i) To Borrower’s current actual knowledge, all Manufactured Homes in the Community conform to the requirements of the federal Manufactured Home Construction And Safety Standards of 1974 (42 U.S.C. chap. 70; 24 C.F.R. Part 3280).

 

(j) The Community has established and has full access to all public utility services necessary for the operation of the Community and such utility services are available through public or private easements or rights of way at the boundaries of the Premises, including water, electricity, telephone facilities, and sewage.

 

(k) No portion of the Premises is located in an area identified by the Federal Emergency Management Agency (or any successor thereto) as a “Special Flood Hazard Area”.

 

Section 4.19 Community Operation.

 

(a) Borrower does not engage in the retail sale or financing of Manufactured Homes.

 

(b) Neither Borrower nor Affiliated Home Owner rents Manufactured Homes under Leases providing that upon payment of the stipulated rent or a nominal charge, Borrower shall convey title to the Pad Site to the lessee.

 

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(c) Borrower has adopted and implemented Community Rules that are appropriate and enforceable and maintain the viability and physical condition of the Community, a copy of which has been delivered to Lender.

 

(d) There are no other agreements between Borrower and any Home Owner other than the Leases and the Community Rules.

 

(e) Borrower has complied with all Governmental Requirements applicable to (1) each Home Owner’s application to rent a Pad Site, (2) the advertising, soliciting, leasing and making of each Lease, (3) the development, ownership and operation of the Community, including but not limited to the Federal Trade Commission Act and all rules and regulations promulgated thereunder; 24 C.F.R. Part 201 concerning manufactured home location standards; the Equal Credit Opportunity Act and all rules and regulations promulgated thereunder; the Fair Credit Reporting Act and all rules and regulations promulgated thereunder; the Fair Housing Act and all rules and regulations promulgated thereunder; the Real Estate Settlement Procedures Act, and all other applicable Federal, state, and local laws, regulations, rules, and ordinances, as any of the foregoing from time to time may be amended.

 

Section 4.20 Leases.

 

(a) The rent roll attached hereto as Schedule 4.20 (the “Rent Roll”) is true, complete and correct as of the date thereof, and the Premises is not subject to any Leases other than the Leases described in the Rent Roll. Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in the Premises or right to occupy the same except under and pursuant to the provisions of a Lease. The Leases identified on the Rent Roll are in full force and effect and there are no defaults thereunder by landlord, and to the best of the knowledge of Borrower, any tenant, and, to the knowledge of Borrower, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The forms of the Leases delivered to Lender are true and correct copies of the Lease forms used by Borrower, and there are no oral agreements with respect thereto. Any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. The tenants under the Leases evidenced by the Rent Roll have accepted possession of and are in occupancy of all of their respective Pad Site and have commenced the payment of full, unabated rent under the Leases. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the rents received therein which is still in effect. To Borrower’s knowledge, no tenant listed on the Rent Roll has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease.

 

(b) All Leases for Pad Sites by Home Owners are on forms that are customary for similar manufactured home communities in the same geographical location, and contain terms that: (i) are for initial terms of at least 12 months and not more than 2 years (unless otherwise approved in writing by Lender), (ii) list Borrower as the landlord and owner therein, (iii) subordinate the Lease to the mortgage lien of Lender, (iv) require payment of rents and other amounts payable by Home Owners be payable to Borrower, and (v) are substantially similar in form and substance to those previously delivered and approved by Lender and/or Lender’s counsel. All Leases for Pad Sites by Home Owners include a provision requiring that tenants comply with all laws, rules and regulations applicable to manufactured homes and manufactured home communities, including any laws, rules and regulations promulgated by the U.S. Department of Housing and Urban Development and the Community Rules.

 

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(c) All Leases for Pad Sites by Home Owners are bona fide leases made to Home Owners that are required to locate a Manufactured Home thereon.

 

(d) All Leases for Pad Sites require Home Owners to maintain property damage insurance to ensure the Manufactured Homes are protected from loss or damage from fire and other hazards.

 

Section 4.21 Affiliate-Owned Manufactured Homes. The Manufactured Homes listed and described on Schedule 4.21 attached hereto are owned by Affiliated Home Owner.

 

ARTICLE V
AFFIRMATIVE COVENANTS

 

Borrower hereby covenants and agrees with Lender that:

 

Section 5.1 Financial Statements.

 

(a) As soon as available, and in any event within ninety (90) days after the close of Borrower’s fiscal year, Borrower shall furnish Lender with (i) company prepared unaudited financial statements of Borrower, setting forth the balance sheet and the statement of income and cash flow of Borrower for such year, in each case in comparative form to the figures for the previous fiscal year all in reasonable detail and prepared in accordance with sound and consistently applied GAAP and certified as true and correct in all material respects by the manager of Borrower, all as reasonably acceptable to Lender in form and substance, and (ii) a current rent roll and operating statement for the Premises and Community, all in reasonable detail and certified as true and correct in all material respects by the manager of Borrower, all as reasonably acceptable to Lender in form and substance. As soon as available, and in any event within thirty (30) days of when such were due to be filed (or within thirty (30) days after the last date of any extension period, if applicable), Borrower shall furnish Lender with a copy of all tax returns (including all schedules and statements) of Borrower. Borrower shall also furnish to Lender such additional financial information as may be reasonably requested by Lender from time to time but no more frequently than quarterly.

 

(b) As soon as available, and in any event within ninety (90) days after the close of each calendar year, Borrower shall cause to be furnished to Lender personal financial statements and contingent debt schedules of each Guarantor in each case in comparative form to the figures for the previous year all in reasonable detail and prepared in accordance with sound and consistently applied GAAP, all as reasonably acceptable to Lender in form and substance. As soon as available, and in any event within thirty (30) days of when such were due to be filed (or within thirty (30) days after the last date of any extension period, if applicable), Borrower shall cause to be furnished to Lender copies of all tax returns (including all schedules and statements) of each Guarantor. Borrower shall also cause to be furnished to Lender such additional financial information of each Guarantor as may be reasonably requested by Lender from time to time.

 

(c) As soon as available, and in any event within thirty (30) days after the end of each calendar quarter, Borrower shall furnish Lender the following: (i) company prepared unaudited financial statements of Borrower, setting forth the balance sheet and the statement of income and cash flow of Borrower for such calendar quarter, in each case in comparative form to the figures for the previous calendar quarter all in reasonable detail and prepared in accordance with sound and consistently applied GAAP and certified as true and correct in all material respects by the manager of Borrower, all as reasonably acceptable to Lender in form and substance; and (ii) a rent roll and delinquency report of all Leases of the Premises, and such other information as Lender may reasonably require all certified as true and correct in all material respects by the manager of Borrower, all as reasonably acceptable to Lender in form and substance.

 

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(d) On the same date as delivery of the reports in subsection (c) for the period ending December 31st, a compliance certificate from the manager of Borrower (i) containing all information and calculations necessary for determining compliance by Borrower with the financial covenants in Section 5.18 of this Agreement which require compliance as of the end of each calendar year, (ii) containing Borrower’s calculation of such financial covenant, and (iii) stating that Borrower has not obtained any knowledge of any Event of Default or any event that, upon notice or lapse of time or both, would constitute an Event of Default.

 

Section 5.2 Notice. Borrower will give Lender written notice of the occurrence of any of the following within ten (10) Business Days of such occurrence, which notice shall be accompanied by a written statement of an officer of Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto:

 

(a) the occurrence of a Default or Event of Default hereunder;

 

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower which, if adversely determined, could reasonably be expected to result in a Material Adverse Change;

 

(c) the occurrence of any “reportable event” or “prohibited transaction” or the imposition of a “withdrawal liability” within the meaning of ERISA;

 

(d) the occurrence of any event or any other development by which the Borrower (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Claim, (iii) receives notice of any claim with respect to any Environmental Claim, or (iv) becomes aware of any basis for any Environmental Claim and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change;

 

(e) the receipt by Borrower of any notice, written or oral, from any laborer, contractor or materialman to the effect that any laborer, contractor or materialman has not been paid when due for any labor or materials furnished upon the Premises; and

 

(f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Change.

 

Section 5.3 Existence. Borrower shall do or cause to be done all things necessary to preserve, renew, and keep in full force and effect its existence, material rights, licenses, permits and franchises and conduct and operate its business in substantially the manner in which it is presently conducted and operated (subject to changes in the ordinary course).

 

Section 5.4 Books and Records. Borrower will at all times keep and maintain complete and accurate books and records of its operations in connection with the Premises. Borrower’s books and records shall at all times be maintained at the address for Borrower set forth in this Agreement. Upon not less than three (3) days advanced written notice to Borrower (or twenty-four (24) hours advanced written notice to Borrower upon the occurrence and continuance of an Event of Default), Lender, or any of its agents, employees, or representatives, shall have the right, to visit Borrower’s place or places of business, no more frequently than annually, except upon the occurrence and continuance of an Event of Default, and, without hindrance or delay, to inspect, audit, check, and make extracts from the books, records, journals, orders, receipts, correspondence, and other data relating to Borrower’s operations; Lender shall have the right to discuss such matters with Borrower’s officers and accountants at all times.

 

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Section 5.5 Compliance. Borrower will comply in all material respects with all laws, ordinances, rules, regulations, judgments, orders, injunctions, writs and decrees of any Governmental Authority, or any court or similar entity established by any of them, to which Borrower, or any of Borrower’s Property, the Premises, or any other Property described in the Loan Documents is subject (including without limitation all Environmental Laws). In addition, Borrower shall promptly obtain and maintain, from time to time at its own expense, all such governmental licenses, authorizations, consents, permits and approvals as may be required to enable it to comply with its obligations hereunder, the Loan Documents, or to carry on its business in the ordinary course. Notwithstanding the foregoing, as soon as possible, but in no event later than ten (10) business days after the Closing Date, Borrower shall (i) file with the appropriate state agency completed and executed applications for the assignment, conveyance, and/or new issuance of any and all licenses and permits (“Applications”), (ii) pay the required filing fee, and (iii) provide Lender evidence of the foregoing items (i) – (ii). The Applications shall list the Borrower as the licensee thereunder. Lender must receive a copy of all current and valid permits and licenses, within sixty (60) days from the Closing Date, to the extent such permits and licenses have been made available to Borrower from the appropriate Government Authority.

 

Section 5.6 ERISA Information and Compliance. Except to the extent that a failure to do so will not result in a Material Adverse Change, Borrower will comply with ERISA and all other applicable laws governing any pension or profit sharing plan or arrangement to which Borrower is a party or is otherwise subject.

 

Section 5.7 Intervening Liens and Encumbrances. Borrower shall satisfy and pay all claims for labor or materials, rents, and other obligations that, if unpaid, will or might become a lien against Borrower’s Property, except where Borrower promptly and diligently contests in good faith by appropriate proceedings and Borrower has established adequate reserves therefor. In the event any such liability or obligation is contested by Borrower in good faith, then upon Lender’s request, Borrower shall establish reserves with Lender.

 

Section 5.8 Insurance. Borrower will obtain and maintain, in amount, form and substance, and with insurers reasonably satisfactory to Lender, and shall provide to Lender annual evidence of, the following insurance:

 

(a) Fire and Extended Coverage. Fire, hazard and extended coverage, all-risks insurance protecting against, but not limited to, fire, theft, malicious mischief, vandalism, and such other hazards as Lender may require Borrower to carry for the Premises for the full insurable value thereof on a replacement cost claim recovery basis, containing standard non-contributing mortgagee loss payable clauses and subrogation clauses, and an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of any such policy. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.

 

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(b) Public Liability. Comprehensive public liability insurance on an “occurrence basis” insuring Borrower and Lender against claims for personal injury, including, without limitation, bodily injury, death or property damage, occurring on, in or about the Premises, and the adjoining streets, sidewalls and passageways in an amount of not less than $2,000,000.00 per occurrence, naming Lender as an additional insured, and containing an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of such policy. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.

 

(c) Worker’s Compensation. Worker’s compensation insurance covering Borrower, as required by applicable law, which shall contain an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of such policy. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.

 

(d) Flood. If any of the Premises is located in an area designated as having special flood hazards, flood insurance insuring the Premises shall contain an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of such policy. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.

 

(e) Business Interruption/Loss of Rents Insurance. Business interruption or loss of rents insurance covering Borrower for a term of at least six (6) months which shall contain an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of such policy. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.

 

(f) Additional Insurance. Such other insurance, in such amounts and for such terms, as may from time to time be reasonably required by Lender, and is customary for similar properties, insuring against such other casualties or losses which at the time are commonly insured against by those in Borrower’s business or in the case of premises similarly situated, due regard being given to Borrower’s Property, the height and type of the improvements thereon, and the construction, location, use and occupancy thereof.

 

Section 5.9 Collection of Insurance Proceeds.

 

(a) In the event of loss pertaining to the Premises (“Loss”), Borrower shall promptly give written notice to the insurance carrier and Lender.  All insurance proceeds shall be paid to Lender and shall be placed in a separate trust account with Lender to be disbursed in accordance with this Agreement.  In the event that any insurance company fails to disburse directly and solely to Lender, but disburses instead either solely to Borrower or to Borrower and Lender jointly, Borrower agrees to immediately endorse and transfer such proceeds to Lender.  Upon failure of Borrower to endorse and transfer such proceeds to Lender, Lender may execute such endorsements or transfers for and in the name of Borrower and Borrower hereby irrevocably appoints Lender as Borrower’s agent and attorney-in-fact so to do.  Provided that no Default or Event of Default has occurred and is continuing hereunder or but for the passage of time or the giving of notice, or both, would have occurred and is continuing, (i) Borrower may adjust, compromise and settle any claim hereunder subject to obtaining the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed, and (ii) after deducting from said insurance proceeds any expenses incurred in collecting or handling the proceeds and paying same to Lender, Borrower may, at Borrower’s option, direct the net proceeds to be applied either (1) as a credit on the principal of the Note, whether then matured or to mature in the future, or (2) to the repair or restoration of the Premises if Borrower complies with the conditions provided in this paragraph.  Until disbursed to pay for the cost of repairing or restoring the Premises, Lender shall have a security interest in the insurance proceeds and other funds at any time held by it pursuant to this paragraph.

 

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(b) If Borrower elects to direct the net proceeds to be applied to the repair or restoration of the Premises, Lender shall make the insurance proceeds available to Borrower to pay all or a portion of the costs of repairing or restoring the Premises to as nearly as practicable the condition of the Premises immediately preceding the Loss, provided that such funds shall be made available to Borrower only on compliance with the following conditions: (i) within forty-five (45) days of a Loss, Borrower shall notify Lender of Borrower’s intention to use the insurance proceeds to repair or restore the Premises to as nearly as practicable their condition immediately prior to the Loss; (ii) Lender shall have determined, in its reasonable judgment, that sufficient funds (including the insurance proceeds) are available or committed on terms reasonably satisfactory to Lender to complete and pay for the restoration and repair of the Premises in accordance with all then applicable building code requirements; (iii) funds available to Borrower shall be dedicated and sufficient to pay during the period required to restore or repair the Premises the required payments of principal of and interest on the Note and all unabated operating expenses of the Premises; and (iv) the Contractor shall be reasonably approved by Lender and the contract between Borrower and the Contractor shall be submitted to, and reasonably approved by Lender. Any funds required in addition to the insurance proceeds to complete and pay for the cost of restoring the Premises shall be the first funds applied to pay such costs; thereafter, as such restoration or repair progresses, Lender will make periodic payments from the insurance proceeds to Borrower in accordance with the general procedures of Lender applicable to the disbursement of construction loans, to include, in Lender’s sole discretion, the use of a third-party construction inspector at Borrower’s expense to certify the progress of construction.  If no election is made by Borrower within sixty (60) days of the Loss, Lender may apply the insurance proceeds as a credit on the Note or any portion thereof, whether then matured or to mature in the future.

 

(c) Should the Premises or any of Borrower’s Property be materially damaged or destroyed by fire or other casualty, which is not adequately covered by insurance (as reasonably determined by Lender) to effect the full and complete repair or restoration of same, Borrower shall have fourteen (14) days following written notice from Lender of such determination by Lender to establish and fund an account with Lender with adequate reserves (in excess of any insurance proceeds) in Lender’s reasonable discretion to effect the full and complete repair or restoration of the Premises or any of Borrower’s Property.

 

Section 5.10 Right to Effect Insurance. In case of Borrower’s failure to keep the Premises so insured, Lender or its assigns, may, at its option (but shall not be required to) effect such insurance at Borrower’s expense.

 

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Section 5.11 Indemnification.

 

(a) Borrower shall indemnify Lender, its successors and assigns, any Person who may acquire any participation or other interest in any Obligation, and every director, officer, employee and affiliate of any thereof (individually, an “Indemnitee”) with respect to, and hold each Indemnitee harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for any Indemnitee in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto but excluding under this Section income tax liabilities) which may be imposed on, incurred by, or asserted against such Indemnitee, in any way relating to or arising out of the Loan or the Loan Documents (“Indemnification Liabilities”); provided that no Indemnitee shall have the right to be indemnified hereunder for its own willful misconduct or gross negligence. Borrower shall reimburse each Indemnitee on demand from time to time for all Indemnification Liabilities incurred by such Indemnitee. Each Indemnitee will promptly notify Borrower of the commencement of any proceeding involving it in respect of which indemnification may be sought pursuant to this Section. Borrower shall not be liable for the cost of any settlement entered into without its consent (which consent shall not be unreasonably withheld). Provided that no Event of Default occurs hereunder, Borrower shall have the right at its expense to select counsel to defend the Indemnification Liabilities. If an Event of Default occurs or has occurred, then Lender in its discretion may employ such counsel at Borrower’s expense. The obligations of Borrower under this Section shall terminate upon the repayment of the loans and termination of this Agreement. Except as a result of Lender’s gross negligence, willful misconduct or bad faith occurring while Lender, any receiver or any third party is in actual possession of the Premises, Borrower hereby indemnifies Lender and holds Lender harmless from and against any and all liabilities, costs, expenses (including reasonable attorneys’ fees), and claims of any and every kind whatsoever paid or incurred by, or asserted against, Lender with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from the Premises of any Hazardous Substances, regardless of whether or not caused by or within the control of Borrower. The foregoing provision shall survive the term of this Agreement and the repayment of the Loan, and shall continue in full force and effect so long as the possibility of such liabilities, claims, or losses exists.

 

(b) Except as a result of Lender’s gross negligence, occurring while Lender is in actual possession of the Premises, Borrower hereby indemnifies Lender and holds Lender harmless from and against any and all liabilities, costs, expenses (including reasonable and actual attorneys’ fees), and claims of any and every kind whatsoever paid or incurred by, or asserted against, Lender with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from the Premises of any Hazardous Substances, regardless of whether or not caused by or within the control of Borrower. The foregoing provision shall survive the term of this Agreement and the repayment of the Loan, and shall continue in full force and effect so long as the possibility of such liabilities, claims, or losses exist.

 

Section 5.12 Further Assurances. Upon request of Lender, Borrower shall promptly execute and deliver to Lender all such other and further documents, agreements and instruments, and shall do all such other acts or things in compliance with or accomplishment of the terms, provisions, covenants or agreements of Borrower in this Agreement or the other Loan Documents, or to further evidence, secure or more fully describe any collateral intended as security for the Note, or to correct any omissions in this Agreement or in the other Loan Documents, or to more fully state the obligations set out herein or in any of the Loan Documents, or to perfect, protect or preserve any liens created pursuant to any of the Loan Documents, or to make any recordings, to file any notices, or to obtain any consents, all as may be necessary or appropriate in connection therewith.

 

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Section 5.13 Right of Inspection. Annually, at Borrower’s sole cost and expense, unless an Event of Default is then occurring, Borrower shall permit Lender (by its officers, employees and agents) during normal business hours (i.e. 9:00am to 6:00pm local time) and with twenty-four (24) hours prior notice, whether written or oral, to Borrower, to inspect Borrower’s books, financial records, Property, the Premises, and all records related to the foregoing (and to make extracts or copies from such records), and to verify the amount, quality, quantity, value and condition of, or any other matter relating to, the same. Upon or after the occurrence of an Event of Default, and at the expense of Borrower to be added to the Obligations, Lender may at any time and from time to time inspect Borrower’s books, financial records, Property, the Premises, and all records related to the foregoing (and to make extracts or copies from such records), and to verify the amount, quality, quantity, value and condition of, or any other matter relating to, the same, and employ and maintain on Borrower’s premises a custodian who shall have full authority to do all acts necessary to protect Lender’s interests.

 

Section 5.14 Taxes. Borrower shall pay and discharge promptly all taxes and governmental charges, levies, and assessments affecting Borrower or its Properties, and upon Lender’s request, provide proof thereof, except where such taxes and charges are promptly and diligently contested in good faith by Borrower by appropriate proceedings, and where Borrower has established adequate reserves therefore in accordance with GAAP.

 

Section 5.15 Costs and Expenses. Borrower will pay all costs and expenses in connection with, and pertaining to, the closing of this Agreement, and all costs and expenses in connection with the preparation, execution, recording, filing, disbursement, transfer, administration, modification, collection and enforcement of this Agreement and the other Loan Documents, including, but not limited to, reasonable legal fees, accounting fees, engineer’s fees, advances, recording expenses, transfer taxes, other filing and recording fees and taxes, surveys, policies of title insurance and other insurance, examination of title and lien searches, appraisals, expenses of foreclosure, and other similar items. In the event of any action at law or suit in equity in connection with this Agreement or the other Loan Documents, or any Default or Event of Default by Borrower under this Agreement or the other Loan Documents, or Lender retains legal counsel in connection with this Agreement or the other Loan Documents, Borrower, in addition to all other sums which such Borrower may be required to pay, shall pay to Lender the reasonable and actual attorney’s fees of Lender. Borrower shall also be responsible for all reasonable and actual attorneys’ fees, costs and expenses that Lender incurs in protecting, preserving, or enforcing its interest in any collateral under the Loan Document.

 

Section 5.16 Community; Manufactured Homes. Until the Obligations are paid in full and all other obligations of Borrower to be performed under the Loan Documents shall have been paid and/or performed:

 

(a) Borrower shall not allow any Manufactured Homes of Affiliated Home Owner to become affixed to the real estate constituting the Premises. Without Lender’s prior written consent, Borrower shall not move or remove Manufactured Homes of Affiliated Home Owner from the Pad Site upon which such Manufactured Homes of Affiliated Home Owner are presently located.

 

(b) Borrower shall take appropriate measures to prevent, and shall not engage in or knowingly permit, any illegal activities at the Premises, including those that could endanger tenants or visitors, result in damage to Borrower’s Property, result in forfeiture of the same, or otherwise materially impair the Lien created by any Security Document and any other Loan Documents or Lender’s interest in Borrower’s Property.

 

(c) Borrower shall not decrease the number of Pad Sites located on the Premises without the consent of the Lender, which shall not be unreasonably withheld, conditioned or delayed.

 

(d) The Community shall at all times be located on the Premises and shall be owned and operated by Borrower.

 

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(e) The Borrower, the Community and the use of the Premises shall comply with all Governmental Requirements applicable to Manufactured Homes and the ownership and management of manufactured home communities, including but not limited to any statutes, rules and regulations pertaining to the construction, installation and maintenance of Manufactured Homes and manufactured home communities, including, but not limited to: (i) [Reserved]; (ii) Landlord and Tenant Law, N.C. GEN STAT. § 42, including Section 42-36.1 regarding lease or rental of manufactured homes, and Section 42-14.3 regarding notice of conversion of manufactured home communities, Public Health Law, N.C. GEN STAT. § 130A, and standards promulgated by the North Carolina Manufactured Housing Board as authorized pursuant to N.C. GEN STAT. 143-143.10; and (iii) equal opportunity, anti-discrimination, fair housing, environmental protection, zoning, density and land use (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use requirements for the purposes of this representation).

 

(f) All public and private utilities on the Premises shall comply with Governmental Requirements, including code requirements, related to the same.

 

(g) The Community shall have paved roads.

 

(h) The Community shall have approximately the number of Pad Sites as set forth in the definition of Community.

 

(i) All Manufactured Homes in the Community shall conform to the requirements of the federal Manufactured Home Construction And Safety Standards of 1974 (42 U.S.C. chap. 70; 24 C.F.R. Part 3280).

 

(j) Borrower shall not engage in the retail sale or financing of Manufactured Homes.

 

(k) The Community shall have Community Rules that are appropriate, enforceable, and shall maintain the viability and physical condition of the Community, an updated copy of which shall be delivered to Lender.

 

(l) There shall be no other agreements between Borrower and a Home Owner other than the Leases and the Community Rules.

 

(m) In the event that any portion of the Premises is located in an area identified by the Federal Emergency Management Agency (or any successor thereto) as a “Special Flood Hazard Area”, Borrower shall provide notice to all tenants of the Premises of such designation.

 

(n) Borrower shall comply with all laws and regulations applicable to (1) each Home Owner’s application to rent a Pad Site, (2) the advertising, soliciting, leasing and making of each Lease, (3) the development, ownership and operation of the Community, including but not limited to the Federal Trade Commission Act and all rules and regulations promulgated thereunder; 24 C.F.R. Part 201 concerning manufactured home location standards; the Equal Credit Opportunity Act and all rules and regulations promulgated thereunder; the Fair Credit Reporting Act and all rules and regulations promulgated thereunder; the Fair Housing Act and all rules and regulations promulgated thereunder; the Real Estate Settlement Procedures Act, and all other applicable Federal, state, and local laws, regulations, rules, and ordinances, as any of the foregoing from time to time may be amended.

 

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(o) All Home Owners of a Manufactured Home, including, without limitation, Affiliated Home Owner, located on a Pad Site within the Community shall have executed in favor of Borrower a Lease.

 

Section 5.17 Leases.

 

(a) All Leases for Pad Sites by Home Owners, shall be on forms that are customary for similar manufactured home communities in the same geographical location, and contain terms that: (i) are for initial terms of at least 12 months and not more than 2 years (unless otherwise approved in writing by Lender), (ii) list Borrower as the landlord and owner therein, (iii) subordinate the Lease to the mortgage lien of Lender, (iv) require payment of rents and other amounts payable by Home Owners be payable to Borrower, and (v) are substantially similar in form and substance to those previously delivered and approved by Lender and/or Lender’s counsel.

 

(b) All Leases for Pad Sites by Home Owners, shall include a provision requiring that tenants comply with all laws, rules and regulations applicable to manufactured homes and manufactured home communities, including any laws, rules and regulations promulgated by the U.S. Department of Housing and Urban Development and the Community Rules.

 

(c) All Leases for Pad Sites by Home Owners, shall be bona fide leases made to Home Owners that are required to locate a Manufactured Home thereon.

 

(d) All Leases for Pad Sites shall require Home Owners to maintain property damage insurance to ensure the Manufactured Homes are protected from loss or damage from fire and other hazards.

 

(e) All Leases for Pad Sites shall include a provision that such Leases are governed by the law of the state where the Premises is located.

 

Section 5.18 Financial Covenants. Until the Obligations are paid in full and all other obligations of Borrower to be performed under the Loan Documents shall have been paid and/or performed, Borrower:

 

(a) Loan to Value. Shall not permit the Loan to Value (as described herein) of the Loan to be at any time greater than eighty percent (80%). “Loan to Value” means the outstanding principal amount of the Loan divided by the “as is” appraised value of the Premises (expressed as a percentage), as determined by an annual appraisal obtained by Lender and paid for by the Borrower, addressed and in form and content reasonably satisfactory to the Lender, in compliance with all applicable governmental requirements, and made by a qualified appraiser reasonably satisfactory to the Lender.

 

(b) Debt Service Coverage Ratio. Shall maintain a minimum Debt Service Coverage Ratio (as defined herein) of 1.25:1 for the applicable annual period and all applicable annual periods thereafter. In addition to any other remedy herein, should Borrower not maintain a minimum Debt Service Coverage Ratio of 1.25:1 at any time after the date hereof, then any management fee payable to a manager of the Community and/or Premises shall be terminated and retained by Borrower. All ratios are to be calculated quarterly on the twelve (12)-month trailing period ending as of the last day of each calendar quarter, beginning March 31, 2022. Compliance with this financial covenant shall be verified by Lender and in the event of a material difference between Borrower’s calculation of the financial covenant and Lender’s determination of the financial covenant, Lender’s determination shall govern absent manifest error. In addition to any other remedy herein, should Borrower not maintain a minimum Debt Service Coverage Ratio of 1.25:1 as required herein, then Borrower shall make a principal reduction payment to bring debt coverage above the 1.25:1 minimum. “Debt Service Coverage Ratio” means for the applicable annual period, the ratio of the Gross Cash Flow of Borrower, divided by the Debt Service of Borrower, certified by Borrower’s manager and verified by Lender. “Gross Cash Flow” means, for any period, an amount equal to the sum of (i) Net Income, plus (ii) to the extent deducted in determining Net Income, (A) interest expense, (B) income tax expense, (C) depreciation and amortization, and (D) all other non-cash charges determined in accordance with GAAP, plus (iii) cash contributions by owners, less (iv) distributions to owners. “Net Income” means, for any period, the net income (or loss) for such period in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (i) any extraordinary gains or losses, and (ii) any gains attributable to write-ups of assets. “Debt Service” means, for any period, all annual debt service, including principal and interest payments, due on all debt obligations during the applicable period.

 

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ARTICLE VI

Negative Covenants.

 

Borrower hereby covenants and agrees with Lender that, without Lender’s prior written consent, borrower will not:

 

Section 6.1 Discontinuance of Business; Dissolution; Etc. Discontinue its usual business, or commence to dissolve, wind-up or liquidate itself.

 

Section 6.2 Acquisitions; Mergers; Disposition of Assets; Dividends and Other Shareholder Distributions; Etc. Make, receive, or obtain any acquisitions or merge or consolidate with or into, or sell, assign, lease, or otherwise dispose of any of its assets (except for obsolete, damaged or unusable assets), other than in the ordinary course of Borrower’s present business upon terms standard in Borrower’s industry. For purposes hereof, the declaration or making of any dividend or other shareholder distribution shall be included within the prohibition against disposition of assets contained herein upon the occurrence and during the continuation of an Event of Default.

 

Section 6.3 Assignment. Assign or transfer any of Borrower’s rights, remedies, powers, duties, liabilities or obligations arising under or pursuant to this Agreement or any of the Loan Documents.

 

Section 6.4 Additional Debt. Other than the Loan evidenced hereby or accounts payable incurred by Borrower in the normal course of Borrower’s business, incur any additional Debt without the prior written consent of Lender.

 

Section 6.5 Liens. Create, incur, assume or suffer to exist any Lien on the Premises, except the Permitted Liens. Borrower shall remove or cause to be removed any Lien upon the Premises within thirty (30) days of Borrowers’ receipt of notification of such Lien’s creation or existence, except where Borrower promptly and diligently contests in good faith by appropriate proceedings and Borrower has established and funded an account with Lender with adequate reserves therefor in Lender’s reasonable discretion.

 

Section 6.6 Hazardous Substances. Knowingly permit any Hazardous Substances, the removal of which is required or the maintenance of which is restricted, prohibited or penalized by any Governmental Authority, to be unlawfully brought on to or located on any real property owned or leased by Borrower, except in full compliance with all applicable Environmental Laws; and if any such material is brought or found located thereon in violation of any applicable law, it shall be immediately removed, with proper disposal, and all required environmental cleanup procedures shall be diligently undertaken pursuant to all such Environmental Laws, and the obligations hereunder with respect to any such materials brought or located thereon while Borrower owned or leased any such real property shall survive any foreclosure. In addition, Borrower shall not enter into any lease or occupancy agreement in connection with the Premises with tenants or occupants whose business is in a frequently polluting industry, including, without limitation, the following: any manufacturing facility, gasoline service station, or automotive repair shop; petroleum refinery; photo developing/processing; junkyard or land fill; printing facility; dry cleaner; any transportation or utility related industry; facility selling, storing, or using farm supplies; pesticides or fertilizers; any hospital, or laboratory; any former military base; any marina.

 

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Section 6.7 Continuous Perfection. Change its name, identity, or corporate structure in any manner which might make any financing statement filed hereunder seriously misleading within the meaning of the UCC.

 

Section 6.8 Proceeds. Not, directly or indirectly use any part of the proceeds of the Loan (a) for any purpose other than the payoff of existing Debt as otherwise set forth on the closing statement executed by Borrower in connection herewith on the Closing Date, or (b) without limiting the generality of the foregoing, for the purpose of purchasing or carrying any margin stock, or of reducing, retiring or purchasing any indebtedness incurred for such purpose; or take any other action that would involve a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulation issued thereunder, including Regulation U or Regulation X of the Federal Reserve Board, in connection with the transactions contemplated hereby; provided, however, that nothing set forth in this Section or elsewhere in this Agreement shall be construed as imposing any duty on the Lender to supervise the use or application of the Loan proceeds or any liability on the Lender to any person if the Loan proceeds are not used for the purposes set forth in this Agreement.

 

Section 6.9 Creation of Subsidiaries, Etc. Create, purchase, or otherwise acquire any Subsidiary, unless such Subsidiary guaranties the Loan in a manner satisfactory to Lender.

 

Section 6.10 Change of Ownership/Management. Permit any change in the management of Borrower or Affiliated Home Owner or the Premises or any change in the ownership of Borrower or Affiliated Home Owner.

 

Section 6.11 Transactions with Related Persons. Make any loan or advance, purchase, assume or guarantee any note to or from any of Borrower’s officers, members, or affiliates, or to or from any member of the immediate family of any of Borrower’s officers, members, or affiliates.

 

Section 6.12 Untrue Statements. Furnish Lender any certificate or other document containing any untrue statement of material fact or that omits a material fact necessary to make the same not misleading in light of the circumstances.

 

Section 6.13 PATRIOT Act; OFAC and other Regulations.

 

(a) Not itself, and not allow any other Subsidiary or Affiliate of the Borrower or any such Subsidiary or Affiliate or the respective officers, directors, brokers or agents of the same, (1) be or become a Person publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”) or that resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs, or publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other applicable law, (2) engage in any dealings or transactions prohibited by, or otherwise violate, any anti-terrorism law, or (3) otherwise become subject to the limitations or prohibitions under any other OFAC regulation or executive order.

 

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(b) Remain in compliance in all material respects with all anti-terrorism laws, including without limitation the PATRIOT Act, and ensure that no part of the proceeds of the Loan has been or will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

 

ARTICLE VII
EVENTS OF DEFAULT

 

Any of the following shall be considered an Event of Default (and shall be considered a Default pending the passage of time, giving of notice or other condition specified below):

 

Section 7.1 Nonpayment of Principal or Interest. Nonpayment of any installment of principal or interest in accordance with the terms of the Note or of any other monetary obligations hereunder, and such failure is un-remedied within ten (10) days after written notice thereof is given to Borrower.

 

Section 7.2 Breach of Representation or Warranty. Any representation or warranty made by Borrower or any Guarantor in this Agreement, or in any other Loan Document, or which is contained in any certificate, instrument, document, opinion, financial statement, or other statement regarding the financial condition or credit standing of Borrower or any Guarantor furnished at any time under or in connection with this Agreement or any Loan Document shall prove to have been incorrect, false or misleading in any material respect on or as of the date made or deemed made.

 

Section 7.3 Specific Covenant Default. Failure to perform or observe any term, condition, or covenant contained in Section 5.1, Section 5.2, Section 5.3, Section 5.9(c), Section 5.18, or Article 6.

 

Section 7.4 Other Defaults. Failure to perform or observe any term, condition, or covenant contained in this Agreement or any Loan Document, other than those set forth in Sections 7.1 and 7.3, and the failure or default continues un-remedied for a period of thirty (30) days after the earlier of (a) the date upon which any officer of Borrower or a Guarantor knew or becomes aware of the failure; or (b) the date upon which written notice thereof is given to Borrower by Lender, provided that Borrower takes prompt corrective action and diligently pursues the same to completion. If the Event of Default cannot be remedied within the thirty (30) day period, Borrower shall have such additional period of time as is reasonably necessary in which to cure the default if Borrower was diligently pursuing a cure at the end of the thirty (30) day period and continues to do so therefor; provided, however, such additional period of time shall be no longer than thirty (30) days from the expiration of the initial thirty (30) day period.

 

Section 7.5 Bankruptcy or Insolvency. Any of the following shall occur or exist: (a) the appointment of a receiver trustee, custodian, conservator, or liquidator for Borrower, the Premises, or any other Property of Borrower and such appointment is not dismissed within ninety (90) days after such appointment; (b) a filing by Borrower of a voluntary petition in bankruptcy, or a petition seeking reorganization or rearrangement or taking advantage of any debtor relief laws; (c) the filing against Borrower of a petition in any bankruptcy, reorganization, insolvency, conservatorship, receivership or similar proceeding and either (i) Borrower admits the material allegations thereof, or acquiesces therein or fails to contest the same, or (ii) the petition or action is not dismissed or discharged within ninety (90) days following the date of its filing; (d) the entry of any order, judgment or decree by any court of competent jurisdiction adjudicating Borrower as bankrupt or insolvent, and the same is not dismissed within ninety (90) days after the filing of the same, or approving a petition seeking reorganization of Borrower or any arrangement of any of Borrower’s debts, including entry of any Order for Relief under Title 11 of the United States Code; (e) an admission by Borrower in writing of its inability, or the failure by Borrower to pay its debts as they become due; (f) the making by Borrower of a general assignment for the benefit of creditors; or (g) the liquidation, termination, or dissolution of Borrower.

 

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Section 7.6 Fire or Casualty. Should the Premises or any of the Property be materially damaged or destroyed by fire or other casualty, which is not adequately covered by insurance (as reasonably determined by Lender) to effect the full and complete repair or restoration of same.

 

Section 7.7 Litigation. The entry of a judgment or the issuance of a warrant of attachment, execution or similar process against Borrower or any of its assets in excess of $25,000.00, which is not dismissed, discharged, stayed pending appeal or bonded within thirty (30) days after entry and, if bonded, such bond (or a replacement bond) does not continue in effect at all times until such judgment is dismissed or discharged.

 

Section 7.8 Default on Other Indebtedness. Subject to any applicable grace or cure period, Borrower fails to make any payment due on any Indebtedness, or any event shall occur or any condition shall exist in respect of any Indebtedness of Borrower (including, without limitation, any Indebtedness of Borrower to Lender), or under any agreement securing or relating to such Indebtedness, the effect of which is a default or event of default thereunder or to cause or to permit any holder of such Indebtedness or a trustee to cause (whether or not such holder or trustee elects to cause) such Indebtedness, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled date of payment.

 

Section 7.9 Other Loan Documents. Subject to any applicable grace or cure period, a default or Event of Default (as defined therein) shall occur under any other Loan Document.

 

Section 7.10 Guarantor Defaults. The occurrence of any of the foregoing with regard to a Guarantor, or the death of a Guarantor; provided, however, if the Loan is otherwise in good standing, then Borrower shall have ninety (90) days to provide a substitute Guarantor who shall provide Lender a credit enhancement equal to or greater than the deceased Guarantor in Lender’s sole discretion, and who shall have executed a Guaranty in form and substance similar to that executed by the deceased Guarantor.

 

ARTICLE VIII
REMEDIES OF LENDER

 

Section 8.1 Acceleration. Upon the occurrence and during the continuation of an uncured Event of Default, Lender shall, at its option, be entitled to, in addition to and not in lieu of the remedies provided for in any of the Loan Documents, declare the entire principal amount of all Obligations then outstanding, including principal, interest, costs, fees and expenses, to be immediately due and payable without presentment, demand, notice of protest, protest, or dishonor or other notice of any default of any kind, all of which Borrower hereby expressly waives; provided, however, that upon the occurrence of an event specified in Section 7.5 herein, all Obligations of Borrower to Lender shall be immediately due and payable in full, without presentment, demand, protest, notice of protest, or dishonor or notice of any kind, and Lender shall be entitled to exercise any and all remedies available by contract, at law or in equity to collect such amounts.

 

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Section 8.2 No Further Advances. Upon the occurrence and during the continuation of an uncured Event of Default, Lender shall, at its option, be entitled to declare any commitments of Lender to advance further sums pursuant hereto to be terminated, whereupon the same shall terminate (provided that upon the occurrence of an event specified in Section 7.5, all commitments shall automatically terminate).

 

Section 8.3 Waiver; Marshalling. Upon the occurrence of an uncured Event of Default, Lender shall, at its option, be entitled to proceed against Borrower or any Property of Borrower in such order and at such time or times as Lender may in its discretion deem to be in its best interest without liability for loss by reason of delay or its order of proceeding or otherwise. Borrower hereby waives any right to require the marshalling of assets in connection with the exercise of any of the remedies permitted hereunder or by applicable law.

 

Section 8.4 Right of Setoff. Upon the occurrence and during the continuation of an uncured Event of Default, Lender may, and is hereby authorized by Borrower, at any time and from time to time, to the fullest extent permitted by applicable law, without advance notice to Borrower (any such notice being expressly waived by Borrower) and irrespective of demand for payment, set off and apply any and all deposits in the operating deposit account established by Borrower and related to or arising from the Premises at any time held by Lender, and any other indebtedness at any time owing by Lender, to or for the credit or the account of Borrower, against any or all of the Obligations now or hereafter existing, whether or not such Obligations have matured. Lender agrees to notify Borrower after any such set off and application, provided that the failure to give such notice shall not affect the validity of such set off and application.

 

Section 8.5 Appointment of Receiver. Upon the occurrence and during the continuation of an uncured Event of Default, Lender shall, at its option, be entitled to appoint a receiver to collect any income from Borrower’s Property without consideration for the value of the same or the solvency of any Person liable for the payment of the amounts then owing, and all amounts collected by the receiver shall, after expenses of the receivership, be applied to the payment of the Obligations and interest thereon; and Lender, at its option, shall have the right to do the same without the appointment of a receiver.

 

Section 8.6 Remedies under UCC; Other Loan Documents. Upon the occurrence and during the continuation of an uncured Event of Default, Lender may also exercise any and all rights and remedies afforded by the UCC, both at law and in equity, and by any and all other Loan Documents, including without limitation the Security Documents.

 

Section 8.7 Lender’s Performance of Borrower’s Covenants and Duties. Should any covenant, duty or agreement of Borrower fail to be performed in accordance with its terms hereunder, Lender may, at its option, perform, or attempt to perform, such covenant, duty or agreement on behalf of Borrower. Borrower shall, at the request of Lender, promptly pay any reasonable amount expended by Lender in such performance or attempted performance to Lender, together with interest thereon at the Default Rate from the date of such expenditure by Lender until paid; provided, however, that Lender does not assume and shall not have, except by express written consent of Lender, any liability for the performance of any duties of Borrower under this Agreement or under the other Loan Documents.

 

Section 8.8 No Waiver. The acceptance by Lender at any time and from time to time of partial payment of the Note shall not be deemed to be a waiver of any Default or Event of Default then existing. No delay or omission by Lender to exercise any right, power, or remedy accruing to Lender upon any breach or default of Borrower under this Agreement or the other Loan Documents shall impair any such right, power, or remedy of Lender, nor shall it be construed to be a waiver of any such breach or default or an acquiescence therein, or in any similar breach or default thereafter occurring; nor shall any single or partial exercise of any such right or power preclude other or further exercise thereof, or the exercise of any other right or power of Lender under this Agreement or the other Loan Documents; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring, or be deemed to be a continuing waiver. Any waiver, permit, consent or approval of any kind or character on the part of Lender of any breach or default under this Agreement or the other Loan Documents, or any waiver on the part of Lender of any provision or condition of this Agreement or the other Loan Documents, must be in writing and shall be effective only to the extent specifically set forth in such writing.

 

28

 

 

Section 8.9 Remedies of Lender Cumulative. All rights and all remedies available to Lender hereunder or under the other Loan Documents shall be cumulative and in addition to all other rights and remedies granted to Lender by contract, at law or in equity, and may be exercised from time to time, and as often as may be deemed expedient by Lender, whether the Note is due and payable and whether or not Lender shall have instituted any suit for collection, foreclosure or other action in connection with this Agreement or the other Loan Documents.

 

ARTICLE IX
MISCELLANEOUS

 

Section 9.1 Third Parties. All conditions of Lender’s obligations hereunder are imposed solely and exclusively for the benefit of Lender, its successors and assigns. No other Person shall have standing to require satisfaction of such conditions in accordance with their terms, or be entitled to assume that Lender will refuse to make advances in the absence of strict compliance with any or all of the terms and conditions hereof, and no other person or entity shall, under any circumstance, be deemed to be a beneficiary of such conditions, any and all of which may be waived in whole or in part by Lender at any time and from time to time, in its sole discretion. Borrower shall indemnify Lender from any liability, claims or losses resulting from the disbursement of the proceeds of the Loan and whether arising during or after the term of this Agreement. The foregoing provision shall survive the term of this Agreement and the repayment of the Loan and shall continue in full force and effect so long as the possibility of such liabilities, claims, or losses exists. Borrower has represented, and Lender has expressly relied upon such representation, that Borrower has negotiated with Lender solely for a loan of money and not for administrative, technical, legal, financial or architectural advice or expertise.

 

Section 9.2 Successors and Assigns. All of Lender’s rights and remedies hereunder shall inure to the benefit of its successors and assigns. All of the duties and obligations of Borrower hereunder shall bind all Borrowers and their respective successors. Borrowers may not assign their rights or delegate their duties hereunder, and any attempt at such assignment or delegation shall be void. Lender reserves the right to assign its rights and remedies and delegate its duties hereunder.

 

Section 9.3 Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. It is the intention of the parties that if any such provision is determined to be invalid, illegal or unenforceable, there shall be added in lieu thereof a provision as similar in terms to such provision as is possible so as to be valid, legal and enforceable.

 

Section 9.4 Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and this Agreement supersedes all previous negotiations, discussions and agreements between the parties with respect to the subject matter hereof including, without limitation, any commitment letter between Borrower and Lender, and no parol evidence of any prior or other agreement shall be permitted to contradict or vary the terms hereof. Neither this Agreement nor any term or provision hereof may be amended, waived, discharged or terminated orally, but only by a writing signed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought.

 

Section 9.5 Nature of Commitment. With respect to each disbursement or advance hereunder, the Lender’s obligations to make such disbursement or advance shall be deemed to be pursuant to a contract to make a loan or extend debt financing or financial accommodations to Borrower within the meaning of Sections 365(c)(2) and 365(e)(2)(B) of the Bankruptcy Code of the United States of America, 11 U.S.C. § 101 et seq., or any subsequent bankruptcy legislation in effect during the term of this Agreement.

 

Section 9.6 Waivers. As provided in T.C.A. Section 47-50-112, no custom, conduct, action or course of dealing on the part of Lender, its officers, employees, consultants, or agents, nor any failure or delay by Lender with respect to exercising any right, power, or privilege of Lender under the Note, this Agreement, or any other Loan Document shall operate as a waiver thereof, except as otherwise provided in this Agreement. Lender may from time to time waive any requirement hereof, including any of the Conditions Precedent, but no waiver shall be effective unless in writing and signed by Lender. The execution by Lender of any waiver shall not obligate Lender to grant any further, similar, or other waivers.

 

29

 

 

Section 9.7 Choice of Law; Jurisdiction/Venue. This Agreement and the other Loan Documents have been negotiated, made, executed and delivered in Knoxville, Tennessee. The validity and construction of this Agreement and the other Loan Documents shall be governed by and construed in all respects in accordance with the laws of the State of Tennessee. BORROWER HEREBY CONSENTS TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TENNESSEE AND ALL OF THE STATE COURTS SITTING IN KNOX COUNTY, TENNESSEE. FURTHER, BORROWER AGREES THAT THE EXCLUSIVE VENUE FOR ANY LITIGATION REGARDING THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE WITH COURTS SITTING IN KNOX COUNTY, TENNESSEE.

 

Section 9.8 Time. TIME IS OF THE ESSENCE WITH REGARD TO EACH AND EVERY PROVISION HEREOF.

 

Section 9.9 Notice. All notices required or allowed to be given hereunder shall be in writing, and shall be personally delivered, or sent by Federal Express or other recognized overnight express courier service, or sent by United States Mail, first-class, postage prepaid, certified with return-receipt requested, addressed to the party to whom such notice is given as follows:

 

TO LENDER: Vanderbilt Mortgage and Finance, Inc.

500 Alcoa Trail

Maryville, Tennessee 37804

Attention: Commercial Lending Division

 

With a copy to:

 

Bolder, pllc

504 Old Tavern Circle

Knoxville, Tennessee 37934

Attention: Jake Kraemer

 

TO BORROWER: Carolinas 4 MHP LLC

136 Main Street

Pineville, NC 28134

Attention: Raymond M. Gee

 

With a copy to:

 

Whiteford, Taylor, Preston, LLP

1021 E. Cary Street, Suite 1700

Richmond, VA 23219

Attention: Katja J. Hill

 

Any such notice shall be deemed to be given, if personally delivered, on the date such notice is personally delivered to the address set forth above for the party to whom such notice is given; if sent by Federal Express, or other recognized overnight express courier service, on the date said notice is dispatched or deposited with said courier service, all charges prepaid, addressed as herein provided; and, if mailed, on the date said notice is deposited in the United States Mail, first-class, postage prepaid, certified with return-receipt requested, addressed as herein provided. Any party may change the address to which notices hereunder are to be sent by giving written notice thereof to the other parties as set forth herein.

 

30

 

 

Section 9.10 Counterparts; Electronic Transmission. This Agreement may be executed in one or more counterparts, each of which will be deemed an original document, but all of which will constitute a single document. The parties agree that if a paper original of this Agreement executed by one or more of the parties is sent by electronic transmission (an “Executed Copy”) (i) the Executed Copy shall be treated in all respects as a paper original of this Agreement executed by the same parties whose signatures appear on the Executed Copy and (ii) the Executed Copy shall have the same binding and legal effect as a paper original of this Agreement executed by the same parties whose signatures appear on the Executed Copy. At the request of any party who receives an Executed Copy, this Agreement shall be re-executed by the parties who signed the Executed Copy and the executed paper original Agreement shall be sent to the requesting party by any method permitted herein other than by electronic transmission. Each of the parties further agree that it will not raise the transmission of this Agreement or the Executed Copy by electronic transmission as a defense in any proceeding or action in which the validity of this Agreement is at issue and hereby forever waives such defense. “Electronic transmission” means any form of communication, such as facsimile or email, not directly involving the physical transmission of actual paper, which creates a record (including, without limitation, a .PDF file) of the actual paper that may be retained, retrieved, reviewed and printed by the recipient.

 

Section 9.11 Relationship of Lender and Borrower. Lender and Borrower intend that the relationship between them shall be solely that of creditor and debtor. Nothing contained in this Agreement or in the other Loan Documents, nor the consummation of the transactions contemplated herein or therein, shall be deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture, or co-ownership by or between Lender and Borrower, or to create a relationship between Lender and Borrower other than that of creditor and debtor, or to cause Lender to be liable or responsible in any way for the actions, liabilities, debts, or obligations of Borrower.

 

Section 9.12 Distribution of Information. Borrower hereby authorizes Lender, as Lender may elect in its sole discretion, to discuss with and furnish to any affiliate of Lender, to any government or self-regulatory agency with jurisdiction over Lender, or to any participant or prospective participant, all financial statements, audit reports and other information pertaining to Borrower whether such information was provided by Borrower or prepared or obtained by Lender or third parties. Neither Lender nor any of its employees, officers, directors or agents make any representation or warranty regarding any audit reports or other analyses of Borrower, which Lender may elect to distribute, whether such information was provided by Borrower or prepared or obtained by Lender or third parties, nor shall Lender or any of its employees, officers, directors or agents be liable to any Person receiving a copy of such reports or analyses for any inaccuracy or omission contained in such reports or analyses or relating thereto.

 

Section 9.13 Jury Trial Waiver. BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT AND THE BUSINESS RELATIONSHIP THAT IS BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY BORROWER AND LENDER, AND BORROWER ACKNOWLEDGES THAT NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. BORROWER AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH OF THEM HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER AND LENDER FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

 

Section 9.14 Waiver of Certain Damages. In any action to enforce this Agreement, the Note or any other Loan Document, Borrower hereby irrevocably and unconditionally waives any and all rights under the laws of any state to claim or recover any special, exemplary, punitive, consequential or other damages other than actual direct damages.

 

Section 9.15 Participation. Lender shall have the right to enter into one or more participation agreements with one or more participating lenders approved by Lender on such terms and conditions as Lender shall deem reasonably advisable.

 

Section 9.16 Errors and Omissions. The parties agree that if any Loan Document contains any typographical errors or misstates or inaccurately reflects the true and correct terms and provisions of the agreement of the parties with respect to the Loan and the misstatement or inaccuracy is due to unilateral mistake on the part of any party, mutual mistake on the part of the parties or simple clerical error, or if any essential documents are not included with the legal instruments evidencing and securing the Loan, or if through error, oversight or omission of Lender or any third party there exists an error or omission in any documentation arising, existing, or created by or in connection with any aspect of Lender’s processing, documenting or closing the Loan, or if any deficiency in any such documentation exists with respect to any requirements of any present or future actual investor in the Loan, then in such event, the parties agree that, upon request by Lender, and in order to correct such clerical error, misstatement, inaccuracy or omission, the parties shall execute such new or additional documents and instruments and initial such corrected original documents as Lender may deem necessary to remedy said inaccuracy, mistake or omission.

 

Section 9.17 Term of this Agreement. This Agreement shall be binding on Borrower so long as any portion of the Obligations described herein remains outstanding, provided and except, Borrower’s representations, warranties, and indemnity agreements shall survive the payment in full of the Obligations.

 

[Signature page follows]

 

31

 

 

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Loan Agreement as of the date first set forth above.

 

  BORROWER:
   
  CAROLINAS 4 MHP LLC
   
  By: Manufactured Housing Properties Inc., a Nevada corporation, its Sole Member

 

    By: /s/ Michael Z. Anise
      Michael Z. Anise, President

 

STATE OF North Carolina )  
COUNTY OF Mecklenberg )  

 

Before me, the undersigned, a Notary Public of said County and State, personally appeared Michael Z. Anise, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the President of Manufactured Housing Properties Inc., a Nevada corporation, which is the Sole Member of CAROLINAS 4 MHP LLC, a North Carolina limited liability company, the within named Borrower, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Borrower in such capacity.

 

Witness my hand and seal, this 15 day of December ______, 20__21___.

 

    Jonathan Visconti
    Notary Public

 

My Commission Expires: 03/15/2022  

 

[signature page continued]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Loan Agreement as of the date first set forth above.

 

  LENDER:
     
  VANDERBILT MORTGAGE AND FINANCE, INC.
     
  By: /s/ Simon Hughes
  Name:  Simon Hughes
  Title: VP Operations

 

 

 

 

Schedule 4.20

RENT ROLL

 

redacted

 

 

 

 

Schedule 4.21

MANUFACTURED HOMES

 

redacted

 

 

 

 

 

 EX-21.1 7 f10k2021ex21-1_manufactured.htm LIST OF SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1

 

LIST OF SUBSIDIARIES

 

AND VARIABLE INTEREST ENTITIES (“VIE”)

  

Name of Subsidiary   State of Formation   Date of Formation   Ownership
Pecan Grove MHP LLC   North Carolina   October 12, 2016   100%
Azalea MHP LLC   North Carolina   October 25, 2017   100%
Holly Faye MHP LLC   North Carolina   October 25, 2017   100%
Chatham Pines MHP LLC   North Carolina   October 31, 2017   100%
Maple Hills MHP LLC   North Carolina   October 31, 2017   100%
Lakeview MHP LLC   South Carolina   November 1, 2017   100%
MHP Pursuits LLC   North Carolina   January 31, 2019   100%
Mobile Home Rentals LLC   North Carolina   September 30, 2016   100%
Hunt Club MHP LLC   South Carolina   March 8, 2019   100%
B&D MHP LLC   South Carolina   April 4, 2019   100%
Crestview MHP LLC   North Carolina   June 28, 2019   100%
Springlake MHP LLC   Georgia   October 10, 2019   100%
ARC MHP LLC   South Carolina   November 13, 2019   100%
Countryside MHP LLC   South Carolina   March 12, 2020   100%
Evergreen MHP LLC   Tennessee   March 17, 2020   100%
Golden Isles MHP LLC   Georgia   March 16, 2021   100%
Anderson MHP LLC   South Carolina   June 2, 2021   100%
Capital View MHP LLC    South Carolina    August 6, 2021   100%
Hidden Oaks MHP LLC   South Carolina   August 6, 2021   100%
North Raleigh MHP LLC   North Carolina   September 16, 2021   100%
Carolinas 4 MHP LLC   North Carolina   November 30, 2021   100%
Charlotte 3 Park MHP LLC   North Carolina   December 10, 2021   100%
Sunnyland MHP LLC   Georgia   January 7, 2022   100%
Warrenville MHP LLC   South Carolina   February 15, 2022   100%
Gvest Finance LLC   North Carolina   December 11, 2018   VIE
Gvest Homes I LLC   Delaware   November 9, 2020   VIE
Brainerd Place LLC   Delaware   February 24, 2021   VIE
Bull Creek LLC   Delaware   April 13,2021   VIE
Gvest Anderson Homes LLC   Delaware   June 22, 2021   VIE
Gvest Capital View Homes LLC   Delaware   August 6, 2021   VIE
Gvest Hidden Oaks Homes LLC   Delaware   August 6, 2021   VIE
Gvest Springlake Homes LLC   Delaware   September 24, 2021   VIE
Gvest Carolinas 4 Homes LLC   Delaware   November 13, 2021   VIE
Gvest Sunnyland Homes LLC   Delaware   January 6, 2022   VIE
Gvest Warrenville Homes LLC   Delaware   February 14, 2022   VIE

 

 EX-31.1 8 f10k2021ex31-1_manufactured.htm CERTIFICATION

Exhibit 31.1

 

CERTIFICATIONS

 

I, Raymond M. Gee, certify that:

 

 

 1. I have reviewed this annual report on Form 10-K of Manufactured Housing Properties Inc.;
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
  4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
     
  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
  5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
     
  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.  
       

Date: March 30, 2022

 

 

/s/ Raymond M. Gee

  Raymond M. Gee
 

Chief Executive Officer

  (Principal Executive Officer)

 

 EX-31.2 9 f10k2021ex31-2_manufactured.htm CERTIFICATION

Exhibit 31.2

 

CERTIFICATIONS

 

I, Michael Z. Anise, certify that:

 

 

 1. I have reviewed this annual report on Form 10-K of Manufactured Housing Properties Inc.;
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
  4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
     
  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
  5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
     
  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.  
       

Date: March 30, 2022

 

 

/s/ Michael Z. Anise

  Michael Z. Anise
 

President and Chief Financial Officer

(Principal Financial and Accounting Officer)

 EX-32.1 10 f10k2021ex32-1_manufactured.htm CERTIFICATION

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned Chief Executive Officer of MANUFACTURED HOUSING PROPERTIES INC. (the “Company”), DOES HEREBY CERTIFY that:

 

1. The Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

IN WITNESS WHEREOF, the undersigned has executed this statement on March 30, 2022.

 

 

/s/ Raymond M. Gee

  Raymond M. Gee
 

Chief Executive Officer

(Principal Executive Officer)

 

A signed original of this written statement required by Section 906 has been provided to Manufactured Housing Properties Inc. and will be retained by Manufactured Housing Properties Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 EX-32.2 11 f10k2021ex32-2_manufactured.htm CERTIFICATION

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned Chief Financial Officer of MANUFACTURED HOUSING PROPERTIES INC. (the “Company”), DOES HEREBY CERTIFY that:

 

1. The Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

IN WITNESS WHEREOF, the undersigned has executed this statement on March 30, 2022.

 

 

/s/ Michael Z. Anise

  Michael Z. Anise
 

President and Chief Financial Officer

(Principal Financial and Accounting Officer)

 

A signed original of this written statement required by Section 906 has been provided to Manufactured Housing Properties Inc. and will be retained by Manufactured Housing Properties Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

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Document And Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2021
Mar. 29, 2022
Jun. 30, 2021
Document Information Line Items      
Entity Registrant Name MANUFACTURED HOUSING PROPERTIES INC.    
Document Type 10-K    
Current Fiscal Year End Date --12-31    
Entity Common Stock, Shares Outstanding   12,403,680  
Entity Public Float     $ 1,647,522
Amendment Flag false    
Entity Central Index Key 0001277998    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Filer Category Non-accelerated Filer    
Entity Well-known Seasoned Issuer No    
Document Period End Date Dec. 31, 2021    
Document Fiscal Year Focus 2021    
Document Fiscal Period Focus FY    
Entity Small Business true    
Entity Emerging Growth Company false    
Entity Shell Company false    
ICFR Auditor Attestation Flag false    
Document Annual Report true    
Document Transition Report false    
Entity File Number 000-51229    
Entity Incorporation, State or Country Code NV    
Entity Tax Identification Number 51-0482104    
Entity Address, Address Line One 136 Main Street,    
Entity Address, City or Town Pineville    
Entity Address, State or Province NC    
Entity Address, Postal Zip Code 28134    
City Area Code (980)    
Local Phone Number 273-1702    
Entity Interactive Data Current Yes    
Auditor Firm ID 711    
Auditor Name Friedman LLP    
Auditor Location Marlton, New Jersey    
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Consolidated Balance Sheets - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Investment Property    
Land $ 18,854,760 $ 11,770,605
Site and Land Improvements 35,133,079 22,029,975
Buildings and Improvements 14,666,296 6,437,251
Construction in Process 3,030,456 7,092
Total Investment Property 71,684,591 40,244,923
Accumulated Depreciation & Amortization (4,832,300) (2,779,201)
Net Investment Property 66,852,291 37,465,722
Cash and Cash Equivalents, including restricted cash of $705,195 and $339,152, respectively 2,106,329 1,988,857
Accounts Receivable, net 175,955 46,952
Other Assets 913,205 2,895,221
Total Assets 70,047,780 42,396,752
Liabilities    
Accounts Payable 477,484 236,992
Notes Payable, net of $2,064,294 and $1,096,629 debt discount 48,891,483 31,216,738
Line of Credit – Variable Interest Entity, net of $151,749 and $134,051 debt discount, respectively 6,200,607 3,214,916
Note Payable – Line of Credit Related Party 150,000  
Note Payable – Related Party 1,500,000  
Accrued Liabilities including amounts due to related parties of $250,000 and $0, respectively 1,235,001 237,442
Tenant Security Deposits 705,195 339,152
Series C Redeemable Preferred Stock, par value $0.01 per share; 47,000 and 0 shares authorized; 5,734 and 0 shares issued and outstanding; redemption value $5,734,400 and $0 as of December 31, 2021 and 2020, respectively 5,214,370
Total Liabilities 64,374,140 35,245,240
Commitments and Contingencies (See note 7)  
Redeemable Preferred Stock – subject to redemption
Series A Cumulative Redeemable Convertible Preferred Stock, par value $0.01 per share; 4,000,000 shares authorized; 1,886,000 and 1,890,000 shares issued and outstanding; redemption value $7,072,500 and $7,087,500 as of December 31, 2021 and 2020, respectively 5,841,771 5,381,500
Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share; 1,000,000 shares authorized; 758,551 and 641,254 shares issued and outstanding; redemption value $11,378,265 and $9,618,810 as of December 31, 2021 and 2020, respectively 8,518,594 6,692,076
Deficit    
Common Stock, par value $0.01 per share; 200,000,000 shares authorized; 12,403,680 and 12,398,580 shares are issued and outstanding as of December 31, 2021 and 2020, respectively 124,037 124,016
Additional Paid in Capital (3,160,712) (1,052,611)
Accumulated Deficit (4,672,537) (3,574,194)
Total Manufactured Housing Properties Inc. Deficit (7,709,212) (4,502,789)
Non-controlling interest in Variable Interest Entities (977,513) (419,275)
Total Deficit (8,686,725) (4,922,064)
TOTAL LIABILITIES AND DEFICIT $ 70,047,780 $ 42,396,752
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Consolidated Balance Sheets (Parentheticals) - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Restricted cash (in Dollars) $ 705,195 $ 339,152
Notes Payable, net (in Dollars) 2,064,294 1,096,629
Variable Interest Entity, net (in Dollars) $ 151,749 $ 134,051
Common stock, par value (in Dollars per share) $ 0.01 $ 0.01
Common stock, authorized 200,000,000 200,000,000
Common stock, issued 12,403,680 12,398,580
Common stock, outstanding 12,403,680 12,398,580
Series C Redeemable Preferred Stock    
Redeemable Preferred Stock par value (in Dollars per share) $ 0.01 $ 0.01
Redeemable Preferred Stock authorized 47,000 0
Redeemable Preferred Stock outstanding 5,734 0
Preferred stock, redemption value (in Dollars) $ 5,734,400 $ 0
Series A Cumulative Redeemable Convertible Preferred Stock    
Preferred stock, par value (in Dollars per share) $ 0.01 $ 0.01
Preferred stock, authorized 4,000,000 4,000,000
Preferred stock, issued 1,886,000 1,890,000
Preferred stock, outstanding 1,886,000 1,890,000
Preferred stock, redemption value (in Dollars) $ 7,072,500 $ 7,087,500
Series B Cumulative Redeemable Preferred Stock    
Preferred stock, par value (in Dollars per share) $ 0.01 $ 0.01
Preferred stock, authorized 1,000,000 1,000,000
Preferred stock, issued 758,551 641,254
Preferred stock, outstanding 758,551 641,254
Preferred stock, redemption value (in Dollars) $ 11,378,265 $ 9,618,810
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Consolidated Statements of Operations - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Income Statement [Abstract]    
Rental and related income $ 8,328,294 $ 6,380,515
Property sales 33,983
Total revenues 8,362,277 6,380,515
Community operating expenses    
Repair and maintenance 529,899 390,140
Real estate taxes 463,148 315,061
Utilities 691,830 571,182
Insurance 125,159 158,672
General and administrative expense 821,234 198,425
Total community operating expenses 2,631,270 1,633,480
Corporate payroll and overhead 3,013,810 1,581,807
Depreciation and amortization expense 2,060,882 1,652,509
Interest expense 2,243,876 1,961,843
Refinancing costs 110,691 464,568
Total Expenses 10,060,529 7,294,207
Other income 139,300
Gain on sale of property 761,978
Net loss before provision for income taxes (1,558,952) (151,714)
Provision for income taxes
Net loss (1,558,952) (151,714)
Net income (loss) attributable to non-controlling interest variable interest entity share of net income (460,609) 451,876
Net income (loss) attributable to Manufactured Housing Properties Inc. (1,098,343) (603,590)
Preferred stock dividends and put option value accretion    
Series A preferred dividends 384,864 377,353
Series A preferred put option value accretion 472,271 472,500
Series B preferred dividends 579,303 433,790
Series B preferred put option value accretion 739,034 567,217
Total preferred stock dividends and put option value accretion 2,175,472 1,850,860
Net loss attributable to common stockholders $ (3,273,815) $ (2,454,450)
Weighted average shares – basic and fully diluted (in Shares) 13,058,917 12,896,448
Net loss per share – basic and fully diluted (in Dollars per share) $ (0.25) $ (0.19)
XML 23 R5.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statement of Changes in Deficit Equity - USD ($)
COMMON STOCK
ADDITIONAL PAID IN CAPITAL
ACCUMULATED DEFICIT
TOTAL MANUFACTURED HOUSING PROPERTIES INC.
NON CONTROLLING INTEREST
Total
Balance at Dec. 31, 2019 $ 123,361 $ 759,849 $ (3,840,085) $ (2,956,875) $ 25,707 $ (2,931,168)
Balance (in Shares) at Dec. 31, 2019 12,336,080          
Stock option expense 2,370 2,370 2,370
Common stock issuance to board of directors $ 500 32,000 32,500 32,500
Common stock issuance to board of directors (in Shares) 50,000          
Preferred shares Series A dividends (377,353) (377,353) (377,353)
Preferred shares Series A put option value accretion   (472,500)   (472,500) (472,500)
Preferred shares Series B dividends (433,790) (433,790) (433,790)
Preferred shares Series B put option value accretion (567,217) (567,217) (567,217)
Common Stock issuance to preferred share holders $ 155 4,030 4,185 4,185
Common Stock issuance to preferred share holders (in Shares) 12,500          
Distributions from VIE         (27,377) (27,377)
Deemed dividend – Sale to VIE     869,481 869,481 (869,481)
Net income (loss) (603,590) (603,590) 451,876 (151,714)
Balance at Dec. 31, 2020 $ 124,016 (1,052,611) (3,574,194) (4,502,789) (419,275) (4,922,064)
Balance (in Shares) at Dec. 31, 2020 12,398,580          
Stock option expense 66,015 66,015 66,015
Preferred shares Series A dividends (384,864) (384,864) (384,864)
Preferred shares Series A put option value accretion (472,271) (472,271) (472,271)
Preferred shares Series B dividends (579,303) (579,303) (579,303)
Preferred shares Series B put option value accretion (739,034) (739,034) (739,034)
Common Stock issuance to preferred share holders $ 21 1,356 1,377 1,377
Common Stock issuance to preferred share holders (in Shares) 5,100          
Contributions to VIE 12,371 12,371
Distributions from VIE (110,000) (110,000)
Net income (loss) (1,098,343) (1,098,343) (460,609) (1,558,952)
Balance at Dec. 31, 2021 $ 124,037 $ (3,160,712) $ (4,672,537) $ (7,709,212) $ (977,513) $ (8,686,725)
Balance (in Shares) at Dec. 31, 2021 12,403,680          
XML 24 R6.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Cash Flows - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Cash Flows from Operating Activities:    
Net loss $ (1,558,952) $ (151,714)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Gain on sale of property (761,978)
Stock option expense 66,015 2,370
Stock compensation expense 32,500
Amortization of debt issuance costs 230,173 133,190
Write off debt issuance costs recorded as debt discount 135,339 464,569
Gain on debt extinguishment (139,300)
Loss on disposal of homes 127,057  
Depreciation and amortization 2,060,882 1,652,509
Changes in operating assets and liabilities:    
Accounts receivable (129,003) (11,715)
Other assets 118,309 215,650
Accounts payable 241,869 4,820
Tenant security deposits 366,043 28,039
Accrued liabilities 747,559 (329,333)
Net Cash Provided by Operating Activities 2,265,991 1,278,907
Cash Flows from Investing Activities:    
Capital improvements (2,026,414) (1,299,195)
Purchases of investment properties (6,617,000) (1,001,000)
Proceeds from sale of properties 2,100,000
Payment of acquisition costs (481,781)  
Net Cash Used in Investing Activities (9,125,195) (200,195)
Cash Flows from Financing Activities:    
Proceeds from notes payable – related party 1,650,000  
Repayment of notes payable – related party (2,608,867)
Proceeds from notes payable 4,325,522 16,960,969
Repayment of notes payable (4,909,168) (18,555,939)
Proceeds from lines of credit – VIE 3,421,209 880,336
Repayment of lines of credit – VIE (1,732,599)  
Proceeds from issuance of common stock 4,185
Proceeds from issuance of preferred stock 6,809,884 2,151,250
Payment of debt and Series C Preferred Stock costs recorded as debt discount (1,526,376) (1,230,680)
Preferred shares dividends (964,167) (811,143)
Contribution to VIE 12,371
Distribution from VIE (110,000) (27,377)
Net Cash Provided by (Used in) Financing Activities 6,976,676 (3,237,266)
Net Change in Cash and Cash Equivalents 117,472 (2,158,554)
Cash and cash equivalents at beginning of the year 1,988,857 4,147,411
Cash and cash equivalents at end of the year 2,106,329 1,988,857
End of year    
Cash and cash equivalents 1,401,134 1,649,705
Restricted cash 705,195 339,152
Total 2,106,329 1,988,857
Beginning of year    
Cash and cash equivalents 1,649,705 3,831,376
Restricted cash 339,152 316,035
Total 1,988,857 4,147,411
Cash paid for:    
Income taxes 639
Interest 2,184,891 1,679,114
Non-Cash Investing and Financing Activities    
Notes and lines of credit related to acquisitions and capital improvements 22,449,312 4,150,000
Line of credit related to acquisitions   2,468,631
Non-cash preferred stock accretion 1,211,305 1,039,717
Stock issued in connection with Series B Preferred Stock issuance 1,377
Debt issuance costs included in accounts payable $ 250,000  
XML 25 R7.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies and Organization
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

Organization

 

Manufactured Housing Properties Inc. (the “Company”) is a Nevada corporation whose principal activities are to acquire, own, and operate manufactured housing communities.

 

Basis of Presentation

 

The Company prepares its consolidated financial statements under the accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest and any other entities in which the Company has a controlling financial interest. The Company consolidates variable interest entities (“VIEs”) where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

 

The Company’s formation of all subsidiaries and VIE’s date of consolidation are as follows:

 

Name of Subsidiary   State of Formation   Date of Formation   Ownership
Pecan Grove MHP LLC   North Carolina   October 12, 2016   100%
Azalea MHP LLC   North Carolina   October 25, 2017   100%
Holly Faye MHP LLC   North Carolina   October 25, 2017   100%
Chatham Pines MHP LLC   North Carolina   October 31, 2017   100%
Maple Hills MHP LLC   North Carolina   October 31, 2017   100%
Lakeview MHP LLC   South Carolina   November 1, 2017   100%
MHP Pursuits LLC   North Carolina   January 31, 2019   100%
Mobile Home Rentals LLC   North Carolina   September 30, 2016   100%
Hunt Club MHP LLC   South Carolina   March 8, 2019   100%
B&D MHP LLC   South Carolina   April 4, 2019   100%
Crestview MHP LLC   North Carolina   June 28, 2019   100%
Springlake MHP LLC   Georgia   October 10, 2019   100%
ARC MHP LLC   South Carolina   November 13, 2019   100%
Countryside MHP LLC   South Carolina   March 12, 2020   100%
Evergreen MHP LLC   Tennessee   March 17, 2020   100%
Golden Isles MHP LLC   Georgia   March 16, 2021   100%
Anderson MHP LLC   South Carolina   June 2, 2021   100%
Capital View MHP LLC    South Carolina    August 6, 2021   100%
Hidden Oaks MHP LLC   South Carolina   August 6, 2021   100%
North Raleigh MHP LLC   North Carolina   September 16, 2021   100%
Carolinas 4 MHP LLC   North Carolina   November 30, 2021   100%
Charlotte 3 Park MHP LLC   North Carolina   December 10, 2021   100%
Gvest Finance LLC   North Carolina   December 11, 2018   VIE
Gvest Homes I LLC   Delaware   November 9, 2020   VIE
Brainerd Place LLC   Delaware   February 24, 2021   VIE
Bull Creek LLC   Delaware   April 13,2021   VIE
Gvest Anderson Homes LLC   Delaware   June 22, 2021   VIE
Gvest Capital View Homes LLC   Delaware   August 6, 2021   VIE
Gvest Hidden Oaks Homes LLC   Delaware   August 6, 2021   VIE
Gvest Springlake Homes LLC   Delaware   September 24, 2021   VIE
Gvest Carolinas 4 Homes LLC   Delaware   November 13, 2021   VIE

 

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.

 

Revenue Recognition

 

Mobile home rental and related income is generated from lease agreements for our sites and homes. The lease component of these agreements is accounted for under Topic 842 of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for leases.

 

Under ASC 842, the Company must assess on an individual lease basis whether it is probable that we will collect the future lease payments. The Company considers the tenant’s payment history and current credit status when assessing collectability. When collectability is not deemed probable, the Company will write-off the tenant’s receivables, including straight-line rent receivable, and limit lease income to cash received.

 

The Company’s revenues primarily consist of rental revenues and fee and other income. The Company has the following revenue sources and revenue recognition policies:

 

  ● Rental revenues include revenues from the leasing of land lot or a combination of both, the mobile home and land at our properties to tenants.

 

  ○ Revenues from the leasing of land lot or a combination of both, the mobile home and land at the Company’s properties to tenants include (i) lease components, including land lot or a combination of both, the mobile home and land, and (ii) reimbursement of utilities and account for the components as a single lease component in accordance with ASC 842.

 

  ○ Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease. The Company commences rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of utilities are generally recognized in the same period as the related expenses are incurred. The Company’s leases are month-to-month.

 

Accounts Receivable

 

Accounts receivable consist primarily of amounts currently due from residents. Accounts receivables are reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for losses. The Company records an allowance for bad debt when receivables are over 90 days old.

 

Acquisitions

 

The Company accounts for acquisitions as asset acquisitions in accordance with ASC 805, “Business Combinations,” and 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 internal evaluation as well as third-party appraisal of the property obtained in conjunction with the purchase.

 

Variable Interest Entities

 

In December 2020, the Company entered into a property management agreement with Gvest Finance LLC, a company owned and controlled by the Company’s parent company, Gvest Real Estate Capital LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, and has subsequently entered into property management agreements with Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, which are wholly owned subsidiaries of Gvest Finance LLC. Under the property management agreements, the Company manages the homes owned by the VIEs and the VIEs remit to the Company all income, less any sums paid out for debt service plus 5% of the debt service payment.

 

Additionally, during 2021, the Company formed two entities, Brainerd Place LLC and Bull Creek LLC, for the purpose of exploring opportunities to develop mobile home communities. The Company owns 49% of these entities and Gvest Real Estate LLC, an entity whose sole owner is Raymond M. Gee, owns 51%. The Company also executed operating agreements with these entities which designate Gvest Capital Management LLC, a company owned and controlled by Gvest Real Estate Capital LLC, as manager with the authority, power, and discretion to manage and control the entities’ business decisions. The operating agreements require the Company to make cash contributions to the entities to fund their activities, operations, and existence, if the Company approves the contribution requests from the manager, which ultimately provides the Company with power to direct the economically significant activities of these entities.

 

A company with interests in a VIE must consolidate the entity if the company is deemed to be the primary beneficiary of the VIE; that is, if it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Such a determination requires management to evaluate circumstances and relationships that may be difficult to understand and to make a significant judgment, and to repeat the evaluation at each subsequent reporting date. Primarily due to the Company’s common ownership by Mr. Gee, its power to direct the activities of these entities that most significantly impact their economic performance, and the fact that the Company has the obligation to absorb losses or the right to receive benefits from these entities that could potentially be significant to these entities, the entities listed above are considered to be VIEs in accordance applicable GAAP.

 

Net Income (Loss) Per Share

 

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding, including vested stock options during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. For the year ended December 31, 2021, the potentially dilutive penny options for the purchase of 656,175 shares of Common Stock were included in basic loss per share. Total dilutive securities outstanding as of December 31, 2021 totaled 50,000 stock options, 1,886,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Stock for a total of 1,866,000 shares, which are not included in dilutive loss per share as the effect would be anti-dilutive. For the year ended December 31, 2020, the potentially dilutive penny options for the purchase of 519,675 shares of Common Stock were included in basic loss per share. Total dilutive securities outstanding as of December 31, 2020 totaled 136,500 stock options, 1,890,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Shares for a total of 1,890,000, which are not included in dilutive loss per share as the effect would be anti-dilutive.

 

Use of Estimates

 

The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

 

Investment Property and Depreciation

 

Investment property, including property and equipment, is carried at cost. Depreciation for Sites and Building is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 15 to 25 years). Depreciation of Improvements to Sites and Buildings, Rental Homes and Equipment and Vehicles is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 3 to 25 years). 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 expense as incurred and improvements are capitalized. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statement and any gain or loss is reflected in the current period’s results of operations.

 

Impairment Policy

 

The Company applies FASB ASC 360-10, “Property, Plant & Equipment,” 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 the carrying value under 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. After the date we determine that a property is held for disposition, depreciation expense is not recorded. There was no impairment during the years ended December 31, 2021 and 2020.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents.

 

The Company maintains cash balances at banks and deposits at times may exceed federally insured limits. Management believes that the financial institutions that hold the Company’s cash are financially secure and, accordingly, minimal credit risk exists. At December 31, 2021 and 2020, the Company had approximately $763,000 and $641,000 above the FDIC-insured limit, respectively, including restricted cash held for tenant security deposits of $705,195 and $339,152, respectively.

 

Stock Based Compensation

 

All stock based payments to employees, nonemployee consultants, and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period in accordance with FASB ASC Topic 718. Stock based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are nonforfeitable the measurement date is the date the award is issued. The Company recorded stock option expense of $66,015 and $2,370 during the years ended December 31, 2021 and 2020, respectively.

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Most of the Company’s financial assets do not have a quoted market value. Therefore, estimates of fair value are necessarily based on a number of significant assumptions (many of which involve events outside the control of management). Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties, future expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent estimates only and, therefore, cannot be compared to the historical accounting model. Use of different assumptions or methodologies is likely to result in significantly different fair value estimates.

 

The fair value of cash and cash equivalents, accounts receivables, and accounts payable approximates their current carrying amounts since all such items are short-term in nature. The fair value of variable and fixed rate mortgages payable and lines of credit approximate their current carrying amounts on the balance sheet since such amounts payable are at approximately a weighted average current market rate of interest.

 

Reclassifications

 

Certain amounts in the prior period presentation have been reclassified to conform with the current presentation. For the year ended December 31, 2020, the Company reclassed approximately $7,000 from buildings to breakout separately as construction in process on the balance sheet to enable comparison to the current period.

 

Income Taxes

 

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

 

The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

 

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

 

The Company recognizes interest and penalties, if any, with income tax expense in the accompanying consolidated statement of operations. As of December 31, 2021, and December 31, 2020, there were no such accrued interest or penalties.

 

Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2022. The Company is currently evaluating the potential impact this standard may have on the consolidated financial statements.

 

In May 2020, the Securities and Exchange Commission adopted amendments to the financial disclosure requirements in Regulation S-X relating to the acquisition and disposition of businesses by registrants. The amendments, including Rule 3-05, Financial Statements of Businesses Acquired or to Be Acquired; Rule 3-14, Special Instructions for Real Estate Operations to Be Acquired; and Article 11, Pro Forma Financial Information, focus on the financial information required to be disclosed in connection with the acquisition and disposition of businesses, real estate operations, and investment companies and generally increased the thresholds at which acquisitions are deemed significant and require additional disclosures. The amendments are effective for fiscal years beginning after December 31, 2020. The Company has evaluated the impact this standard had on the consolidated financial statements and determined that it had no impact on the consolidated financial statements. However, the Company will integrate these amendments in evaluating the significance and required additional disclosures upon acquisitions in future periods as necessary.

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements.

 

Impact of Coronavirus Pandemic

 

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. On March 11, 2020, the World Health Organization declared the outbreak a pandemic, and on March 13, 2020, the United States declared a national emergency.

 

Some states and cities, including some where the Company’s properties are located, have reacted by instituting quarantines, restrictions on travel, “stay at home” rules and restrictions on the types of businesses that may continue to operate and in what capacity, as well as guidance in response to the pandemic and the need to contain it.

 

The rules and restrictions put in place have had a negative impact on the economy and business activity and may adversely impact the ability of the Company’s tenants, many of whom may be restricted in their ability to work, to pay their rent as and when due. In addition, the Company’s property managers may be limited in their ability to properly maintain the Company’s properties. Enforcing the Company’s rights as landlord against tenants who fail to pay rent or otherwise do not comply with the terms of their leases may not be possible as many jurisdictions, including those where are properties are located, have established rules and/or regulations preventing the Company from evicting tenants for certain periods in response to the pandemic. If the Company is unable to enforce its rights as landlords, its business would be materially affected

 

If the current pace of the pandemic does not continue to slow and the spread of the virus is not contained, the Company’s business operations could be further delayed or interrupted. The Company expects that government and health authorities may announce new or extend existing restrictions, which could require the Company to make further adjustments to its operations in order to comply with any such restrictions. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect the Company’s ability to operate its business and result in additional costs.

 

The extent to which the pandemic may impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic, and capital markets environment present material uncertainty and risk with respect to the Company’s performance, financial condition, results of operations and cash flows. 
XML 26 R8.htm IDEA: XBRL DOCUMENT v3.22.1
Revision of Prior Year Immaterial Misstatement
 12 Months Ended
Dec. 31, 2021
Condensed Financial Information Disclosure [Abstract]  
REVISION OF PRIOR YEAR IMMATERIAL MISSTATEMENT

NOTE 2 – REVISION OF PRIOR YEAR IMMATERIAL MISSTATEMENT

 

Immaterial Misstatement – Springlake Purchase Price Allocation

 

During the year ended December 31, 2021, the Company identified an error in the allocation of the purchase price of its Springlake community acquired in November 2019 that overstated the value of buildings and understated the value of land improvements and land on the balance sheet.

 

The Company assessed the materiality of this error considering both qualitative and quantitative factors and determined that for the quarters ended December 31, 2019 through September 30, 2021, the error was material to the individual line items on the balance sheet, but immaterial to the balance sheet in total since the correction only requires a reclassification.

 

The Company determined that for the quarters ended December 31, 2019 through September 30, 2021, the error was immaterial to the consolidated statement of operations, consolidated statement of changes in deficit, and consolidated statement of cash flows, so the impact to these statements is not presented below.

 

The Company has decided to correct this error as a revision to its previously issued consolidated balance sheet for the quarters ended December 31, 2019 through September 30, 2021. To correct this error, the Company reclassified $1,105,863 from buildings to land improvements and $476,787 from buildings to land in accordance with a third-party appraisal of the property.

 

Immaterial Misstatement – 2020 Homes Sale to Gvest VIEs

 

During the year ended December 31, 2021, the Company identified an error in the recording of the December 2020 related party sale of mobile homes to Gvest Finance LLC and Gvest Homes I LLC. The Company recorded the sale of all 364 park owned homes within the ARC, Countryside, Crestview, and Maple communities, but only 305 park owned homes were sold. The Company retained ownership of the remaining homes located within the ARC, Crestview, and Maple communities.

 

The Company assessed the materiality of this error considering both qualitative and quantitative factors and determined that for the year ended December 31 2020, the error was immaterial to the consolidated balance sheet, and consolidated statement of changes in deficit in total, but material to the amounts attributable to VIEs versus attributable to Manufactured Housing Properties Inc.

 

The Company has decided to correct this error as a revision to its previously issued consolidated balance sheet and statement of changes in deficit for the year and quarters ended December 31, 2020 through September 30, 2021 and has reclassified $869,481 from accumulated Manufactured Housing Properties Inc. deficit instead to non-controlling interest in VIE.

 

The Company determined for the quarters ended December 31, 2020 through September 30, 2021, the error was immaterial to the consolidated statement of operations. The consolidated statement of cash flows is not presented because there is no impact on total cash flows from operating, investing, or financing activities from this error.

 

The tables below present the impacts of the revisions in the Company’s consolidated financial statements.

 

Consolidated Balance Sheets

 

   December 31, 2019   March 31,
2020		   June 30,
2020		   September 30,
2020		   December 31, 2020   March 31,
2021		   June 30,
2021		   September 30,
2021		 
As Previously Reported:                                
Land  $10,885,938   $12,094,338   $11,378,818   $11,378,818   $11,293,818   $12,343,818   $12,343,818   $15,293,818 
Land Improvements   17,466,801    20,286,401    21,845,771    22,007,126    20,924,112    21,506,262    21,580,874    24,107,172 
Buildings   7,067,520    7,396,472    6,791,371    7,048,699    8,026,993    9,025,775    9,586,461    12,735,309 
Construction in Process   
-
    
-
    
-
    
-
    
-
    
-
    
-
    1,897,258 
Total Investment Property   35,420,259    39,777,211    40,015,960    40,434,643    40,244,923    42,875,855    43,511,153    54,033,557 
                                         
Accumulated MHPC Deficit   (3,840,085)   (4,194,251)   (4,440,913)   (4,497,737)   (4,443,675)   (4,857,951)   (5,044,928)   (4,621,293)
Total MHPC Deficit   (2,956,875)   (3,741,871)   (4,444,310)   (4,932,523)   (5,372,270)   (6,314,063)   (7,004,003)   (7,137,732)
NCI in VIE   25,707    21,257    26,030    40,303    450,206    497,662    586,010    39,504 
Total Deficit   (2,931,168)   (3,720,614)   (4,418,280)   (4,892,220)   (4,922,064)   (5,816,401)   (6,417,993)   (7,098,228)
                                         
Adjustments:                                        
Land  $476,787   $476,787   $476,787   $476,787   $476,787   $476,787   $476,787   $476,787 
Land Improvements   1,105,863    1,105,863    1,105,863    1,105,863    1,105,863    1,105,863    1,105,863    1,105,863 
Buildings   (1,582,650)   (1,582,650)   (1,582,650)   (1,582,650)   (1,582,650)   (1,582,650)   (1,582,650)   (1,582,650)
Construction in Process   
-
    
-
    
-
    
-
    
-
    
-
    
-
      
Total Investment Property   
-
    
-
    
-
    
-
    
-
    
-
    
-
    
-
 
                                         
Accumulated MHPC Deficit   
-
    
-
    
-
    
-
    869,481    869,481    869,481    869,481 
Total MHPC Deficit   
-
    
-
    
-
    
-
    869,481    869,481    869,481    869,481 
NCI in VIE   
-
    
-
    
-
    
-
    (869,481)   (869,481)   (869,481)   (869,481)
Total Deficit   
-
    
-
    
-
    
-
    
-
    
-
    
-
    
-
 
                                         
As Revised:                                        
Land  $11,362,725   $12,571,125   $11,855,605   $11,855,605   $11,770,605   $12,820,605   $12,820,605   $15,770,605 
Land Improvements   18,572,664    21,392,264    22,951,264    23,112,989    22,029,975    22,612,125    22,686,737    25,213,035 
Buildings   5,484,870    5,813,822    5,208,721    5,466,049    6,444,343    7,443,125    8,003,811    11,152,659 
Construction in Process   
-
    
-
    
-
    
-
    
-
    
-
    
-
    1,897,258 
Total Investment Property   35,420,259    39,777,211    40,015,960    40,434,643    40,244,923    42,875,855    43,511,153    54,033,557 
                                         
Accumulated MHPC Deficit   (3,840,085)   (4,194,251)   (4,440,913)   (4,497,737)   (3,574,194)   (3,988,470)   (4,175,447)   (3,751,812)
Total MHPC Deficit   (2,956,875)   (3,741,871)   (4,444,310)   (4,932,523)   (4,502,789)   (5,444,582)   (6,134,522)   (6,268,251)
NCI in VIE   25,707    21,257    26,030    40,303    (419,275)   (371,819)   (283,471)   (829,977)
Total Deficit   (2,931,168)   (3,720,614)   (4,418,280)   (4,892,220)   (4,922,064)   (5,816,401)   (6,417,993)   (7,098,228)

 

Consolidated Statements of Changes in Deficit

 

   31-Dec-20   31-Mar-21   30-Jun-21   30-Sep-21 
As Previously Reported:                
Accumulated Deficit - MHPC - Deemed Dividend 
-
  
-
  
-
  
-
 
Total MHPC Accumulated Deficit   (4,443,675)   (4,857,951)   (5,044,928)   (4,621,293)
Total MHPC Deficit   (5,372,270)   (6,314,063)   (7,004,003)   (7,137,732)
Non-Controlling Interest   450,206    497,662    586,010    39,504 
Consolidated Deficit   (4,922,064)   (5,816,401)   (6,417,993)   (7,098,228)
                     
Adjustments                    
Accumulated Deficit - MHPC - Deemed Dividend   869,481    869,481    869,481    869,481 
Total MHPC Accumulated Deficit   869,481    869,481    869,481    869,481 
Total MHPC Deficit   869,481    869,481    869,481    869,481 
Non-Controlling Interest   (869,481)   (869,481)   (869,481)   (869,481)
Consolidated Deficit   
-
    
-
    
-
    
-
 
                     
As Revised:                    
Accumulated Deficit - MHPC - Deemed Dividend   869,481    -    -    - 
Total MHPC Accumulated Deficit   (3,574,194)   (3,988,470)   (4,175,447)   (3,751,812)
Total MHPC Deficit   (4,502,789)   (5,444,582)   (6,134,522)   (6,268,251)
Non-Controlling Interest   (419,275)   (371,819)   (283,471)   (829,977)
Consolidated Deficit   (4,922,064)   (5,816,401)   (6,417,993)   (7,098,228)
XML 27 R9.htm IDEA: XBRL DOCUMENT v3.22.1
Variable Interest Entities
 12 Months Ended
Dec. 31, 2021
Variable Interest Entities [Abstract]  
VARIABLE INTEREST ENTITIES

NOTE 3 – VARIABLE INTEREST ENTITIES

 

The Company consolidates the accounts of Gvest Finance LLC, Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, Brainerd Place LLC, and Bull Creek LLC and will continue to do so until they are no longer considered VIEs. During the year ended December 31, 2021, Gvest Finance LLC formed five wholly owned subsidiaries, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, and Gvest Carolinas 4 Homes LLC and the Company formed two entities, Brainerd Place LLC and Bull Creek LLC, all of which are considered VIEs.

 

Included in the consolidated results of operations for the year ended December 31, 2021 and 2020 were net loss of $460,609 and net income of $451,876, respectively, after deducting an additional management fee equal to cash flow after debt service per the management agreement of $579,703 and $0, respectively.

 

The consolidated balance sheets as of December 31, 2021 and 2020 included the following amounts related to the consolidated VIEs.

 

   2021   2020 
Assets      (As
Revised**)		 
Investment Property   14,144,268    5,067,535 
Accumulated Depreciation and Amortization   (597,650)   (288,739)
Net Investment Property   13,546,618    4,778,796 
Cash and Cash Equivalents   98,900    9,234 
Accounts Receivable, net   60,506    3,506 
Other Assets   158,920    14,652 
Total Assets  $13,864,944   $4,806,188 
           
Liabilities and Deficit          
Accounts Payable  $169,298   $4,969 
Notes Payable   6,793,319    1,994,640 
Line of Credit, $151,749 and $0 debt discount   6,200,607    3,214,916 
Other Liabilities*   1,679,233    9,439 
Tenant Security Deposits   
-
    1,499 
Total Liabilities   14,842,457    5,225,463 
           
Non-Controlling interest   (977,513)   (419,275)
Total Non-controlling interest in variable interest entity equity   (977,513)   (419,275)

 

* Included in other liabilities is an intercompany balance of $1,515,715 and $0 as of December 31, 2021 and 2020, respectively. The intercompany balances have been eliminated on the consolidated balance sheet.
** The balances as of and the results of operations for the year ended December 31, 2020 have been revised to reflect the correction of an error in the recording of the December sale of homes to Gvest Finance LLC and Gvest Homes I LLC. The Company recorded the sale of all 364 park owned homes within the ARC, Countryside, Crestview, and Maple communities, but only 305 park owned homes were sold. See Note 2 for more information.
XML 28 R10.htm IDEA: XBRL DOCUMENT v3.22.1
Investment Property
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
INVESTMENT PROPERTY

NOTE 4 – INVESTMENT PROPERTY

 

The following table summarizes the Company’s property and equipment balances are generally used to depreciate the assets on a straight-line basis:

 

   2021   2020 
       (As
Revised)		 
Investment Property        
Land  $18,854,760   $11,770,605 
Site and Land Improvements   35,133,079    22,029,975 
Buildings and Improvements   14,666,296    6,437,251 
Construction in Process   3,030,456    7,092 
Total Investment Property   71,684,591    40,244,923 
Accumulated Depreciation   (4,832,300)   (2,779,201)
Net Investment Property  $66,852,291    37,465,722 

 

Depreciation expense for the years ended December 31, 2021 and 2020 was $2,060,882 and $1,652,509, respectively.

 

During the year ended December 31, 2021, Gvest Finance LLC, the Company’s VIE, acquired thirty-four new manufactured homes for approximately $1,900,000 including set up costs for use in the Springlake community and fourteen new manufactured homes for approximately $860,000 including set up costs for use in the Golden Isles community that are not yet occupiable and still in the set-up phase as of December 31, 2021. These homes are included in Construction in Process on the balance sheet. In prior filings, Construction in Process account included only homes undergoing renovations between tenants and was immaterial and thus was included in the Buildings and Improvements line item and not separately stated on the consolidated balance sheet. The December 31, 2020 Investment Property balances have been reclassified to separately state $7,092 Construction in Process for purposes of comparison across periods.

 

During the year ended December 31, 2021, the Company acquired twenty-four manufactured housing communities and accounted for all as asset acquisitions. Total gross acquisition costs incurred with 2021 acquisitions of $474,568 are included in Site and Land Improvements, $7,213 are included in Buildings and Improvements, and $11,465 of accumulated amortization of these acquisition costs are included in the above table and on the consolidated balance sheet for the year ended December 31, 2021. The Company acquired two manufactured housing communities in Lancaster, South Carolina and Morristown, Tennessee and accounted for them as asset acquisitions during the year ended December 31, 2020. See Note 5 for more information about these acquisitions.

XML 29 R11.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisitions and Disposals
 12 Months Ended
Dec. 31, 2021
Acquisitions and Disposals [Abstract]  
ACQUISITIONS AND DISPOSALS

NOTE 5 – ACQUISITIONS AND DISPOSALS

 

During the years ended December 31, 2021 and 2020, the Company acquired twenty-four and two communities, respectively. These were acquisitions from third parties and have been accounted for as asset acquisitions. The mobile homes in the communities indicated “Gvest” were acquired by the Company’s VIEs - Gvest Finance LLC, Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC and Gvest Carolinas 4 Homes LLC - and are included in consolidation. The homes in the Countryside community were sold by the Company to Gvest Finance LLC during the year ended December 31, 2020.

 

Acquisition Date  Name (number of
communities)		  Land   Improvements   Building   Total Purchase
Price		 
March 2020   Countryside MHP   $152,880   $3,194,245   $352,875   $3,700,000 
March 2020   Evergreen MHP    340,000    1,111,000    
-
    1,451,000 
   Total Purchase Price   $492,880   $4,305,245   $352,875   $5,151,000 
                        
March 2021   Golden Isles MHP   $1,050,000   $487,500   $-   $1,537,500 
March 2021   Golden Isles Gvest    
-
    
-
    787,500    787,500 
July 2021   Anderson MHP (10)    2,310,000    763,417(a)   120,390    3,193,807 
July 2021   Anderson Gvest    
-
    
-
    2,006,193    2,006,193 
September 2021   Capital View MHP    350,000    757,064    
-
    1,107,064 
September 2021   Capital View Gvest    
-
    
-
    342,936    342,936 
September 2021   Hidden Oaks MHP    290,000    843,440    
-
    1,133,440 
September 2021   Hidden Oaks Gvest    
-
    
-
    416,560    416,560 
October 2021   North Raleigh MHP (5)    1,613,828    4,505,268    1,330,904    7,450,000 
December 2021   Dixie MHP    59,133    658,351    32,516    750,000 
December 2021   Driftwood MHP    53,453    352,163    19,384    425,000 
December 2021   Meadowbrook MHP    410,421    781,379    133,200    1,325,000 
December 2021   Asheboro MHP (2)    723,778    1,411,726    
-
    2,135,504 
December 2021   Asheboro Gvest    
-
    
-
    614,496    614,496 
December 2021   Morganton MHP    223,542    1,846,024    
-
    2,069,566 
December 2021   Morganton Gvest    
-
    
-
    680,434    680,434 
    Total Purchase Price   $7,084,155   $12,406,332   $6,484,513   $25,975,000 
   Acquisition Costs    
-
    474,568    7,213    481,781 
   Total Investment Property   $7,084,155   $12,880,900   $6,491,726   $26,456,781 

 

(a) Anderson MHP LLC also purchased vehicles and equipment totaling $156,465 which is included in the improvements column above.

 

Butternut Sale

 

During the year ended December 31, 2020, the Company sold the Butternut manufactured housing community for a total sale price of $2,100,000. The cost net of accumulated depreciation of the community at the time of the sale was $1,338,022. The Company wrote off mortgage costs of $109,529 which is included in refinancing costs on the consolidated statement of operations. The Company recognized a gain on the sale of the property of $761,978 during the year ended December 31, 2020.

 

Pro-forma Financial Information (unaudited)

 

The following unaudited pro-forma information presents the combined results of operations for the years ended December 31, 2021 and 2020 as if the 2021 and 2020 acquisitions and disposition of manufactured housing communities listed above, the sale of mobile homes within the ARC, Crestview, Countryside, and Maple communities in December 2020 to Gvest Finance LLC and Gvest Homes I LLC, and the acquisition of the Sunnyland community in January 2022 had occurred on January 1, 2020.

 

   Unaudited 
   For the Years Ended
December 31,		 
   2021   2020 
Total revenue   $11,767,812   $11,069,625 
Total community operating expenses    4,220,200    4,133,478 
Corporate payroll and overhead   3,013,810    1,581,807 
Depreciation expense    3,181,404    3,068,380 
Interest expense    3,102,659    3,021,533 
Gain on sale of property    
-
    761,978 
Other income    139,300    
-
 
Net income (loss)   $(1,610,961)  $26,405 
Net loss attributable to non-controlling interest    (611,571)   (349,943)
Net income (loss) attributable to Manufactured Housing Properties, Inc.    (999,390)   376,348 
Preferred stock dividends / accretion    2,175,472    1,850,860 
Net loss   $(3,174,862)  $(1,474,513)
Net loss per share   $(0.24)  $(0.11)
XML 30 R12.htm IDEA: XBRL DOCUMENT v3.22.1
Promissory Notes and Lines of Credit
 12 Months Ended
Dec. 31, 2021
Promissory Notes and Lines of Credit [Abstract]  
PROMISSORY NOTES AND LINES OF CREDIT

NOTE 6 – PROMISSORY NOTES AND LINES OF CREDIT

 

Promissory Notes

 

The Company has issued promissory notes payable to lenders related to the acquisition of its manufactured housing communities and mobile homes. The interest rates on these promissory notes range from 3.310% to 5.875% with 5 to 30 years principal amortization. Two of the promissory notes have an initial 6 month, two had an initial 12 month, seven have an initial 24 month, one has an initial 60 month, and one promissory note has a 180-month period of interest only payments. The promissory notes are secured by the real estate assets and eighteen loans totaling $36,554,126 are guaranteed by Raymond M. Gee.

 

On May 1, 2020, the Company received a $139,300 Paycheck Protection Program (the “PPP”) loan from the United States Small Business Administration (the “SBA”) under provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement.  The PPP provides that the loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. The Company used the proceeds from the PPP loan for qualifying expenses and applied for forgiveness of the PPP loan in accordance with the terms of the CARES Act. The loan was forgiven by the SBA on June 7, 2021.

 

As of December 31, 2021, the outstanding balance on these notes was $50,955,777. The following are the terms of these notes:

  

    Maturity
Date		     Interest
Rate		     Balance
12/31/21		     Balance
12/31/20		  
Pecan Grove MHP LLC     02/22/29       5.250 %   $ 2,969,250     $ 3,037,625  
Azalea MHP LLC     03/01/29       5.400 %     790,481       810,741  
Holly Faye MHP LLC     03/01/29       5.400 %     579,825       579,825  
Chatham MHP LLC     04/01/24       5.875 %     1,698,800       1,734,828  
Lakeview MHP LLC     03/01/29       5.400 %     1,805,569       1,832,264  
B&D MHP LLC     05/02/29       5.500 %     1,779,439       1,818,303  
Hunt Club MHP LLC     01/01/33       3.430 %     2,398,689       2,445,011  
Crestview MHP LLC     12/31/30       3.250 %     4,682,508       4,800,000  
Maple Hills MHP LLC     12/01/30       3.250 %     2,341,254       2,400,000  
Springlake MHP LLC     11/14/21       3.310 %    
-
       4,000,000  
Springlake MHP LLC     12/10/26       4.750 %     4,016,250      
-
  
ARC MHP LLC     01/01/30       5.500 %     3,809,742       3,885,328  
Countryside MHP LLC     03/20/50       5.500 %     1,684,100       1,700,000  
Evergreen MHP LLC     04/01/32       3.990 %     1,115,261       1,135,502  
Golden Isles MHP LLC     03/31/26       4.000 %     787,500      
-
  
Anderson MHP LLC*     07/10/26       5.210 %     2,153,807      
-
  
Capital View MHP LLC*     09/10/26       5.390 %     817,064      
-
  
Hidden Oaks MHP LLC*     09/10/26       5.330 %     823,440      
-
  
North Raleigh MHP LLC     11/01/26       4.750 %     5,304,409      
-
  
Charlotte 3 Park MHP LLC (Dixie, Driftwood, Meadowbrook)(1)     03/01/22       5.000 %     1,500,000      
-
  
Carolinas 4 MHP LLC*     01/10/27       5.300 %     3,105,070          
Gvest Finance LLC (B&D homes)     05/01/24       5.000 %     657,357       694,640  
Gvest Finance LLC (Countryside homes)     03/20/50       5.500 %     1,287,843       1,300,000  
Gvest Finance LLC (Golden Isles homes)     03/31/36       4.000 %     787,500      
-
  
Gvest Anderson Homes LLC*     07/10/26       5.210 %     2,006,193      
-
  
Gvest Capital View Homes LLC*     09/10/26       5.390 %     342,936      
-
  
Gvest Hidden Oaks Homes LLC*     09/10/26       5.330 %     416,560      
-
  
Gvest Carolinas 4 Homes LLC (Asheboro, Morganton)*     01/10/27       5.300 %     1,294,930          
PPP Loan - MHP     05/01/22       1.000 %    
-
       139,300  
Total Note Payables                     50,955,777       32,313,367  
Discount Direct Lender Fees                     (2,064,294 )     (1,096,629 )
Total Net of Discount                   $ 48,891,483     $ 31,216,738  

 

(1)The Company repaid the Charlotte 3 Park MHP LLC note payable of $1,500,000 on March 1, 2022. See Note 10 for more details.

 

*The notes indicated above are subject to certain financial covenants.

 

During the year ended December 31, 2021, the Company refinanced its Springlake MHP LLC note payable totaling $4,000,000 to a new note with a different lender totaling $4,016,000. As of December 31, 2021, the Company recognized refinancing cost expense totaling $87,985 and capitalized $75,141 of debt issuance costs related to the new note. Also during the year ended December 31, 2021, Gvest Finance LLC paid off a note payable totaling $309,271 that was originally used to purchase new homes that were integrated into the Springlake community. This note was repaid with proceeds from the Springlake New Home Facility described below. Gvest Finance LLC recognized refinance cost totaling $6,204 related to this repayment.

 

During the year ended December 31, 2020, the Company refinanced a total of $16,374,007 from loans payable to $15,245,000 of new notes payable from five of the communities. The Company used the additional loans payable proceeds from the refinance to retire the related party note payable described below. As of December 31, 2020, the Company recognized refinancing cost expense totaling $464,568 and capitalized $640,895 of mortgage costs related to the refinancing.

 

Metrolina Promissory Notes

 

On May 8, 2017, the Company issued a promissory note to Metrolina Loan Holdings, LLC (“Metrolina”) in the principal amount of $3,000,000. The note is interest only payment based on 8%, and 10% deferred until maturity to be paid with principal balance. This note was to mature in May of 2023. In September 2020, the Company paid off the full balance and terminated the note. This related party note was guaranteed by Raymond M. Gee. As of December 31, 2021 and 2020, the balance on this note was $0.

 

On October 22, 2021, the Company issued a promissory note to Metrolina in the principal amount of $1,500,000. The note bears interest at a rate of 18% per annum and matures on April 1, 2023. During the first six months of the note, any prepayment would require the Company to pay a yield maintenance fee equal to six months of interest. Thereafter, the loan may be prepaid at any time without penalty or fee. The note is guaranteed by Mr. Gee. As of December 31, 2021, the balance on this note was $1,500,000 and interest expense for the year totaled $51,780.

 

Gvest Revolving Promissory Notes

 

On October 1, 2017, the Company issued a revolving promissory note to Raymond M. Gee, pursuant to which the Company could borrow up to $1,500,000 from Mr. Gee on a revolving basis for working capital purposes. In September 2020, the Company paid off the full balance; however, the line of credit remained available to the Company until it was cancelled in December 2021. As of December 31, 2021 and 2020, the outstanding balance on this note was $0.

 

On December 27, 2021, the Company issued a similar revolving promissory note to Gvest Real Estate Capital, LLC, pursuant to which the Company may borrow up to $1,500,000 on a revolving basis for working capital or acquisition purposes. On the same date, the Company borrowed $150,000. This note has a five-year term and is interest-only based on an 15% annual rate through the maturity date and is unsecured. As of December 31, 2021, the outstanding balance on this note was $150,000.

 

Line of Credit – ARC, Crestview, and Maple Occupied Home Facility

 

On December 24, 2020, Gvest Homes I LLC entered into a loan agreement with a lender for a commitment amount of up to $20,000,000, provided that only up to $8,500,000 is to be used for used homes within the ARC, Crestview and Maple communities. The agreement requires the maintenance of certain financial ratios and other affirmative and negative covenants.

  

On December 24, 2020 the lender agreed to advance $3,348,967 to the Company. During the first quarter of 2021, the lender agreed to increase this amount to $3,422,260. As of December 2021, $850,000 was still due from the lender. On December 17, 2021, the lender advanced $838,000 under the Multi-Community Rental Financing Facility discussed below and the funds were used to pay the Company the outstanding balance owed from the 2020 sale of ARC homes to Gvest Homes I LLC. Subsequently, Gvest Homes I LLC reduced the line of credit balance of the ARC, Crestview, and Maple Occupied Home Facility to the total amount funded to date. As of December 31, 2021 and 2020, the outstanding balance on this line of credit was $2,517,620 and $3,348,967, respectively, presented on the balance sheet net of discount direct lender fees of $95,221 and $134,051, respectively.

 

The line of credit bears interest at 8.375% and maturity date of the loan is January 1, 2030. During the years ended December 31, 2021 and 2020, interest expense totaled $168,770 and $587, respectively. Pursuant to the agreement, the Company is obligated to pay a fee to the lender equal to 1% of the amount of each advance which funding fee shall be deducted from the then available commitment amount. The line of credit is guaranteed by Raymond M. Gee.

 

Lines of Credit – Multi-Community Floorplan and Rental Financing Facilities

 

On July 26, 2021, Gvest Finance LLC entered into a floorplan credit agreement, rental homes credit agreement, and a credit and security supplemental agreement pursuant to which the lender has agreed to make available to Gvest Finance LLC a secured credit facility with a joint, aggregate credit limit of $5,000,000, consisting of (i) a credit limit of up to $1,000,000 under a floorplan line to be used to finance the acquisition of manufactured homes for retail sale and (ii) a credit limit of up to $4,000,000 under a rental line to finance the acquisition of rental homes. The lender subsequently agreed to extend the credit limit for the floorplan line to $2,000,000. 

 

On November 12, 2021, Gvest Finance LLC repaid the outstanding balance on the floorplan line as of that date totaling $1,676,634 using funds advanced from the Springlake New Home Facility discussed below. As of December 31, 2021, the balance on the floorplan line of credit was $1,104,255 as Gvest Finance LLC borrowed additional funds of $1,104,255 after the initial repayment which is presented on the balance sheet net of discount direct lender fees of $1,612.

 

The floorplan line of credit interest is calculated at a schedule as follows: (i) Day 1-360: LIBOR plus 6% per annum; (ii) Day 361-720: LIBOR plus 7% per annum; and (iii) Day 721+: LIBOR plus 8% per annum. Interest shall also accrue at the lesser of (a) the “LIBOR Rate”, plus 10% per annum and (b) the maximum lawful rate of interest permitted under applicable law. During the year ended December 31, 2021, total interest expense was $23,933.

 

The maturity date of the of the floorplan line of credit will vary based on each statement of financial transaction (“SOFT”), a report identifying the funded homes and the applicable financial terms. Gvest Finance LLC promises to repay each floor plan advance as follows: (i) Gvest Finance LLC shall pay a principal amount in an amount equal to the original principal amount of such advance multiplied by the percentage specified in the applicable SOFT, commencing on the 15th day of the first full month after the first anniversary of any advance and continuing on the 15th day of each month thereafter; (ii) interest shall be payable monthly, in arrears, and shall be due and payable on or before the 15th day of the month following the month in which such interest accrues; and (iii) Gvest Finance LLC will pay to lender an amount equal to the original invoice price of such homes inventory, less all principal payments made with respect to such inventory pursuant to (ii) above, plus all billed and unpaid interest and any applicable fees, upon the sale of inventory financed or refinanced by lender. 

 

The rental line of credit bears interest at the greater of 3.25% or the highest prime rate of interest published in the Wall Street Journal on either (A) the date when the lender advances the loan or (B) the last day of the 60th month following the month of the date when the lender advances the loan, plus 375 basis points in either case. The rental line of credit matures ten years after the date of each advance. During the year ended December 31, 2021, total interest expense was $2,409. As of December 31, 2021, the balance on the rental line was $838,000, presented on the balance sheet net of discount direct lender fees of $35,000. The proceeds were used to purchase used homes in the ARC community as discussed above.

 

The floorplan and rental lines of credit are guaranteed by Raymond M. Gee. Gvest Finance LLC is subject to certain financial covenants as set out in the loan agreement.

 

Line of Credit – Springlake Home Facility

 

On November 12, 2021, Gvest Springlake Homes LLC, a wholly owned subsidiary of Gvest Finance LLC, entered into a loan and security agreement for a line of credit in the principal amount of $2,000,000 to be used to purchase homes for the Springlake community. The immediate advance of funds from the line of credit totaling $1,892,481 was used to pay off Gvest Finance LLC’s preexisting note totaling $309,271 and the outstanding balance of the Line of Credit – Multi-Community Floor Plan and Rental Financing Facility totaling $1,676,634. The credit limit on this facility was increased on March 28, 2022 to $3,300,000.

 

The line of credit bears interest at the lesser of the Wall Street Journal prime rate plus one percent or 6.75% per annum and matures five years after each advance. As of December 31, 2021, the balance due on this line of credit was $1,892,481, presented on the balance sheet net of discount direct lender fees of $19,916. Interest expense related to this facility for the year ended December 31, 2021 totaled $20,936. The line of credit is guaranteed by Raymond M. Gee. Gvest Springlake Homes LLC is subject to certain financial covenants as set out in the loan agreement.

 

Maturities of Long-Term Obligations for Five Years and Beyond

 

The minimum annual principal payments of notes payable, related party debt, and lines of credit at December 31, 2021 were:

 

2022  $2,414,963 
2023   3,714,410 
2024   3,337,901 
2025   1,256,977 
2026   18,341,237 
Thereafter   29,892,646 
Total minimum principal payments  $58,958,133 
XML 31 R13.htm IDEA: XBRL DOCUMENT v3.22.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.
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Stockholders' Equity
 12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY

NOTE 8 – STOCKHOLDERS’ EQUITY

 

Preferred Stock

 

The Company is authorized to issue up to 10,000,000 shares of preferred stock, $0.01 par value.

 

Series A Cumulative Redeemable Convertible Preferred Stock

 

On May 8, 2019, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 4,000,000 shares of its preferred stock as Series A Cumulative Redeemable Convertible Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

 

Ranking. The Series A Preferred Stock ranks, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to the Common Stock and pari passu with the Series B Preferred Stock and Series C Preferred Stock (as defined below). The terms of the Series A Preferred Stock will not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series A Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

 

Dividend Rate and Payment Dates. Dividends on the Series A Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series A Preferred Stock will be entitled to receive cumulative dividends in the amount of $0.017 per share each month, which is equivalent to the rate of 8% of the $2.50 liquidation preference per share. Dividends on shares of Series A Preferred Stock will continue to accrue even if any of the Company’s agreements prohibit the current payment of dividends or the Company does not have earnings. During the years ended December 31, 2021 and 2020, the Company paid dividends of $384,864 and $377,353, respectively.

 

Liquidation Preference. The liquidation preference for each share of Series A Preferred Stock is $2.50. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series A Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series B Preferred Stock and Series C Preferred Stock, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares.

 

Stockholder Optional Conversion. Each share of Series A Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof and without the payment of additional consideration, into that number of shares of Common Stock determined by dividing the liquidation preference of such share by the conversion price then in effect. The conversion price is initially equal $2.50, subject to adjustment as set forth in the certificate of designation. In addition, if at any time the trading price of the Common Stock is greater than the liquidation preference of $2.50, the Company may deliver a written notice to all holders to cause each holder to convert all or part of such holders’ Series A Preferred Stock.

 

Company Call and Stockholder Put Options. Commencing on the fifth anniversary of the initial issuance of shares of Series A Preferred Stock and continuing indefinitely thereafter, the Company will have a right to call for redemption the outstanding shares of Series A Preferred Stock at a call price equal to $3.75, or 150% of the original issue price of the Series A Preferred Stock, and correspondingly, each holder of shares of Series A Preferred Stock shall have a right to put the shares of Series A Preferred Stock held by such holder back to the Company at a put price equal to $3.75, or 150% of the original issue purchase price of such shares. During the years ended December 31, 2021 and 2020, the Company recorded a put option value accretion of $472,271 and $472,500, respectively.

 

Voting Rights. The Company may not authorize or issue any class or series of equity securities ranking senior to the Series A Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend the Company’s articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series A Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of the outstanding shares of Series A Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series A Preferred Stock do not have any voting rights.

 

As of December 31, 2021, there were 1,886,000 outstanding shares of Series A Preferred Stock and the Series A Preferred Stock balance was made up of Series A Preferred Stock totaling $4,715,000 and accretion of put options totaling $1,126,771. As of December 31, 2020, there were 1,890,000 shares of Series A Preferred Stock issued and outstanding and the Series A Preferred Stock balance was made up of Series A Preferred Stock totaling $4,725,000 and accretion of put options totaling $656,500.

 

Series B Cumulative Redeemable Preferred Stock

 

On December 2, 2019, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 1,000,000 shares of its preferred stock as Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”). The Series B Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

 

Ranking. The Series B Preferred Stock rank, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to the Common Stock and pari passu with the Series A Preferred Stock and Series C Preferred Stock. The terms of the Series B Preferred Stock will not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series B Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

 

Dividend Rate and Payment Dates. Dividends on the Series B Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series B Preferred Stock will be entitled to receive cumulative dividends in the amount of $0.067 per share each month, which is equivalent to the annual rate of 8% of the $10.00 liquidation preference per share; provided that upon an event of default (generally defined as the Company’s failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall be increased to $0.083 per month, which is equivalent to the annual rate of 10% of the $10.00 liquidation preference per share. During the years ended December 31, 2021 and 2020, the Company paid dividends of $579,303 and $433,790 respectively.

 

Liquidation Preference. The liquidation preference for each share of Series B Preferred Stock is $10.00. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series B Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series A Preferred Stock and Series C Preferred Stock, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares.

 

Company Call and Stockholder Put Options. Commencing on the fifth anniversary of the initial issuance of shares of Series B Preferred Stock and continuing indefinitely thereafter, the Company will have a right to call for redemption the outstanding shares of Series B Preferred Stock at a call price equal to $15.00, or 150% of the original issue price of the Series B Preferred Stock, and correspondingly, each holder of shares of Series B Preferred Stock shall have a right to put the shares of Series B Preferred Stock held by such holder back to the Company at a put price equal to $15.00, or 150% of the original issue purchase price of such shares. During the years ended December 31, 2021 and 2020, the Company recorded a put option value accretion of $739,034 and $567,217 respectively.

 

Voting Rights. The Company may not authorize or issue any class or series of equity securities ranking senior to the Series B Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend the Company’s articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series B Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of outstanding shares of Series B Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series B Preferred Stock do not have any voting rights.

 

No Conversion Right. The Series B Preferred Stock is not convertible into shares of Common Stock.

 

On November 1, 2019, the Company launched an offering under Regulation A of Section 3(6) of the Securities Act of 1933, as, amended (the “Securities Act”), for Tier 2 offerings, pursuant to which the Company offered up to 1,000,000 shares of Series B Preferred Stock at an offering price of $10.00 per share, for a maximum offering amount of $10,000,000. In addition, the Company offered bonus shares to early investors in this offering, whereby the first 400 investors received, in addition to Series B Preferred Stock, 100 shares of Common Stock, regardless of the amount invested, for a total of 40,000 shares of Common Stock. This offering terminated on March 30, 2021.

 

During the year ended December 31, 2021, the Company sold an aggregate of 117,297 shares of Series B Preferred Stock for total gross proceeds of $1,172,970. After deducting a placement fee and other expenses, the Company received net proceeds of $1,087,485. During the year ended December 31, 2020, the Company sold an aggregate of 231,532 shares of Series B Preferred Stock for total gross proceeds of $2,315,320. After deducting a placement fee and other expenses, the Company received net proceeds of $2,151,250.

 

As of December 31, 2021, there were 758,551 shares of Series B Preferred Stock issued and outstanding and the Series B Preferred Stock balance was made up of Series B Preferred Stock, net of commissions, totaling $7,185,716 and accretion of put options totaling $1,332,878. As of December 31, 2020, there were 641,254 shares of Series B Preferred Stock issued and outstanding and the Series B Preferred Stock balance was made up of Series B Preferred Stock, net of commissions, totaling $6,096,855 and accretion of put options totaling $595,221.

 

Series C Preferred Stock

 

On May 24, 2021, the Company filed an amended and restated certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 47,000 shares of its preferred stock as Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”). The Series C Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

 

Ranking. The Series C Preferred Stock ranks, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to Common Stock and pari passu with Series A Preferred Stock and Series B Preferred Stock. The terms of the Series C Preferred Stock do not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series C Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

 

Stated Value. Each share of Series C Preferred Stock has an initial stated value of $1,000, subject to appropriate adjustment in relation to certain events, such as recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Series C Preferred Stock.

 

Dividend Rate and Payment Dates. Dividends on the Series C Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series C Preferred Stock are entitled to receive cumulative monthly cash dividends at a per annum rate of 7% of the stated value (or $5.83 per share each month based on the initial stated value). Dividends on each share begin accruing on, and are cumulative from, the date of issuance and regardless of whether the board of directors declares and pays such dividends. Dividends on shares of Series C Preferred Stock will continue to accrue even if any of the Company’s agreements prohibit the current payment of dividends or the Company does not have earnings. During the year ended December 31, 2021, the Company paid dividends of $49,292 and due to timing of payments, accrued dividends of $26,960 presented in accrued liabilities on the balance sheet.

 

Liquidation Preference. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series C Preferred Stock are entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series A Preferred Stock and Series B Preferred Stock, a liquidation preference equal to the stated value per share, plus accrued but unpaid dividends thereon.

 

Redemption Request at the Option of a Holder. Once per calendar quarter, a holder will have the opportunity to request that the Company redeem that holder’s Series C Preferred Stock. The board of directors may, however, suspend cash redemptions at any time in its discretion if it determines that it would not be in the best interests of the Company to effectuate cash redemptions at a given time because the Company does not have sufficient cash, including because the board believes that the Company’s cash on hand should be utilized for other business purposes. Redemptions will be limited to four percent (4%) of the total outstanding Series C Preferred Stock per quarter and any redemptions in excess of such limit or to the extent suspended, shall be redeemed in subsequent quarters on a first come, first served, basis. The Company will redeem shares at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon, less the applicable redemption fee (if any). As a percentage of the aggregate redemption price of a holder’s shares to be redeemed, the redemption fee shall be:

 

  ● 11% if the redemption is requested on or before the first anniversary of the original issuance of such shares;

 

  ● 8% if the redemption is requested after the first anniversary and on or before the second anniversary of the original issuance of such shares;

 

  ● 5% if the redemption is requested after the second anniversary and on or before the third anniversary of the original issuance of such shares; and

 

  ● after the third anniversary of the date of original issuance of shares to be redeemed, no redemption fee shall be subtracted from the redemption price.

 

Optional Redemption by the Company. The Company has the right (but not the obligation) to redeem shares of Series C Preferred Stock at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon; provided, however, that if the Company redeems any shares of Series C Preferred Stock prior to the fourth (4th) anniversary of their issuance, then the redemption price shall include a premium equal to ten percent (10%) of the stated value.

 

Mandatory Redemption by the Company. The Company must redeem the outstanding shares of Series C Preferred Stock on the fourth (4th) anniversary of their issuance at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon.

 

Voting Rights. The Series C Preferred Stock has no voting rights.

 

No Conversion Right. The Series C Preferred Stock is not convertible into shares of Common Stock.

 

In accordance with ASC 480-10, the Series C Preferred Stock is treated as a liability and is presented net of unamortized debt issuance costs on the balance sheet because the Company has an unconditional obligation to redeem the Series C Preferred Stock and dividends on the Preferred C Stock are included in interest expense.

 

On June 11, 2021, the Company launched a new offering under Regulation A of Section 3(6) of the Securities Act for Tier 2 offerings, pursuant to which the Company is offering up to 47,000 shares of Series C Preferred Stock at an offering price of $1,000 per share for a maximum offering amount of $47 million.

 

During the year ended December 31, 2021, the Company sold an aggregate of 5,734.4 shares of Series C Preferred Stock for total gross proceeds of $5,734,400. After deducting a placement fee and other expenses, the Company received net proceeds of $5,345,207. The Company capitalized an additional $159,515 of issuance costs associated with the offering which, net of amortization expense, offset with the net proceeds on the balance sheet.

 

Common Stock

 

The Company is authorized to issue up to 200,000,000 shares of Common Stock, par value $0.01 per share. As of December 31, 2021 and 2020, there were 12,403,680 and 12,398,580 shares of Common Stock issued and outstanding, respectively.

 

Stock Issued for Service

 

During the year ended December 31, 2021, the Company issued no stock for services. During the year ended December 31, 2020, the Company issued 50,000 shares of Common Stock to board members with a value of $32,500.

 

Stock Issued for Cash

  

During the years ended December 31, 2021 and 2020, the Company issued 5,100 and 12,500 shares of Common Stock, respectively, to early investors in the Regulation A offering, valued at $1,377 and $4,185, respectively.

  

Equity Incentive Plan

 

In December 2017, the Board of Directors, with the approval of a majority of the stockholders of the Company, adopted the Manufactured Housing Properties Inc. Stock Compensation Plan (the “Plan”) which is administered by the Compensation Committee. As of December 31, 2021, there were 706,175 shares granted and 293,825 shares remaining available under the Plan.

 

The Company has issued options to directors, officers, and employees under the Plan. One third of the options vest immediately, and two thirds vest in equal annual installments over a two-year period. During the years ended December 31, 2021 and 2020, the Company issued 50,000 and 0 options and recorded total stock option expense of $66,015 and $2,370, respectively, inclusive of the stock option expense in connection with the correction to the exercise price as noted below.

 

During the year ended December 31, 2021, the Company amended stock option agreements executed in 2019 and 2021 to correct the exercise price to $0.01 rather than $0.27 which increased stock option expense by $27,550.

 

The following table summarizes the stock options outstanding as of December 31, 2021:

 

   Number of
options		   Weighted
average
exercise
price (per
share)		   Weighted
average
remaining
contractual
term (in
years)		 
Outstanding at December 31, 2020   656,175   $   0.01    7.7 
Granted   50,000    0.01    9.0 
Exercised   
-
    
-
    
-
 
Forfeited / cancelled / expired   
-
    
-
    
-
 
Outstanding at December 31, 2021   706,175   $0.01    6.6 
Exercisable at December 31, 2021   672,842   $0.01    6.4 

 

The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price at fiscal year-end and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holder had all options holders exercised their options on December 31, 2020. As of December 31, 2021, there were 706,175 “in-the-money” options with an aggregate intrinsic value of $2,040,846.

 

The following table summarizes information concerning options outstanding as of December 31, 2021.

 

Strike Price
Range ($)		   Outstanding
stock options		   Weighted average
remaining
contractual term
(in years)		   Weighted average
outstanding
strike price		   Vested
stock options		   Weighted average
vested
strike price		 
$0.01    519,675    5.9   $0.01    519,675   $0.01 
$0.01    136,500    8.0   $0.01    136,500   $0.01 
$0.01    50,000    9.0   $0.01    16,667   $0.01 

 

The following table summarizes information concerning options outstanding as of December 31, 2020.

 

Strike Price
Range ($)		   Outstanding
stock options		   Weighted average
remaining
contractual term
(in years)		   Weighted average
outstanding
strike price		   Vested
stock options		   Weighted average
vested
strike price		 
$0.01    519,675    7.0   $0.01    519,675   $0.01 
$0.01    136,500    9.0   $0.01    45,500   $0.01 

 

The table below presents the weighted average expected life in years of options granted under the Plan as described above. The risk-free rate of the stock options is based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds with the expected term of the option granted.

 

The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions for grants made during the periods indicated.

 

Stock option assumptions 

December 31,

2021

 

December 31,

2020

 
Risk-free interest rate   0.26 – 1.40%                     - 
Expected dividend yield   0.00%   - 
Expected volatility   16.03 –273.98%   - 
Expected life of options (in years)   6.5   - 
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Related Party Transactions
 12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

  

See Note 6 for information regarding the promissory notes issued to Metrolina, a significant stockholder, and the revolving promissory notes issued to Raymond M. Gee, the Company’s chairman and chief executive officer.

 

In August 2019, the Company entered into an office lease agreement with 136 Main Street LLC, an entity whose sole owner is Gvest Real Estate LLC, whose sole owner is Mr. Gee, for the lease of the Company’s offices. The lease is $12,000 per month and is on a month-to-month term. During the years ended December 31, 2021 and 2020, the Company paid $144,000 and $48,000, respectively, of rent expense to 136 Main Street LLC.

 

During the years ended December 31, 2021 and 2020, Raymond M. Gee received fees totaling $500,000 and $370,000, respectively, for his personal guaranty on certain promissory notes relating to the refinancing and acquisitions of mobile home communities owned by the Company. During the year ended December 31, 2021, the Company also accrued $250,000 for personal guaranty fees owed to Mr. Gee in relation to the Asheboro and Morganton acquisitions that occurred at the end of December which were paid in January 2022.

 

See Note 3 for information regarding related party VIEs.
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Income Taxes
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
INCOME TAXES

NOTE 9 – INCOME TAXES

 

On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was enacted to significantly reform the Internal Revenue Code of 1987, as amended (the “IRC”). The TCJA, among other things, contains significant changes to corporate taxation, including a reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; a limitation of the tax deduction for interest expense; a limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such tax losses may be carried forward indefinitely); and modifying or repealing many business deductions and credits.

 

The Company has significant business interest expense; however, the TCJA provision implementing a limitation of the tax deduction for interest expense does not apply to the Company as it qualifies for the small business exemption. On the 2019 and 2020 tax return, the company elected to take 100% bonus depreciation deduction available under the new TCJA tax legislation, which applied to qualified property placed in service after September 27, 2017 and before January 1, 2023. This large deduction increased our deferred tax liability and increased our NOL significantly.

 

On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, supersedes the changes related to NOLs from TCJA and permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. After December 31, 2020, the limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks are reenacted.

 

The Company’s VIEs are single member LLCs. As single member LLCs, these entities are considered disregarded for income tax purposes and are not included in the Company’s tax return. Therefore, the VIEs are not included in the tax information presented below.

 

As of December 31, 2021 and 2020, the Company had net deferred tax assets principally arising from the net operating loss carry forwards for income tax purposes multiplied by the Federal statutory tax rate of 21%. As management of the Company cannot determine that it is more likely than not that we will realize the benefit of the deferred tax assets, a valuation allowance equal to the deferred tax asset has been established at December 31, 2021 and 2020.

 

As of December 31, 2021, and 2020, the Company had Federal net operating loss carryforwards of approximately $19,257,499 and $18,446,935, respectively. The change in the valuation allowance for the years ended December 31, 2021 and 2020 was $1,352,630 and $2,364,875, respectively. The provision to return true up adjustment primarily related to a depreciation true up on the 2020 return.

 

The significant components of the current income tax benefit at December 31, 2021 and 2020 were as follows:

 

   For the Years Ended 
   December 31,
2021		   December 31,
2020		 
Statutory rate applied to income (loss) before income taxes  $(383,885)  $(1,068,482)
Increase (decrease) in income taxes results from:          
VIE income   112,958    451,876 
Change in valuation allowance   (1,352,630)   2,364,876 
Provision to return true up   1,623,557    (1,748,270)
Income tax expense (benefit)  $-   $
-
 

 

The difference between income tax expense computed by applying the federal statutory corporate tax rate and provision for actual income tax is as follows:

 

   For the Years Ended 
   December 31,
2021		   December 31,
2020		 
Income tax benefit at   21.00%   21.00%
Income tax benefit - State   3.62%   3.63%
VIE income   -7.25%   -10.42%
Change in valuation allowance   86.77%   26.09%
Provision to return true up   -104.14%   -40.30%
Income tax expense (benefit)   0.00%   0.00%

 

Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The effects of temporary differences that gave rise to net deferred tax assets are as follows:

 

   For the Years Ended 
   December 31,
2021		   December 31,
2020		 
Deferred tax liabilities:        
Depreciation  $(2,431,793)  $(761,455)
Amortization expense   (14,372)   (269,076)
Other   (584)   (584)
Deferred tax assets:          
Operating loss carryforwards   4,251,516    4,188,512 
Gross deferred tax assets   1,804,767    3,157,397 
Valuation allowance   (1,804,767)   (3,157,397)
Net deferred income tax asset  $
-
   $
-
 
XML 35 R17.htm IDEA: XBRL DOCUMENT v3.22.1
Subsequent Events
 12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

 

Additional Closings of Regulation A Offering

 

Subsequent to December 31, 2021, the Company sold an aggregate of 4,291 shares of Series C Preferred Stock in additional closings of the Regulation A offering described below for total gross proceeds of $4,289,440. After deducting a placement fee, we received net proceeds of approximately $4,004,109.

 

Warrenville Purchase and Sale Agreement

 

On November 11, 2021, MHP Pursuits LLC entered into a purchase and sale agreement with R&S Properties, LLC for the purchase of a manufactured housing community located in Warrenville, South Carolina consisting of 85 lots and 61 homes on approximately 45 acres for a total purchase price of $3,050,000. On March 9, 2022, the agreement was amended to extend the closing date to March 31, 2022. As of the date of this report, acquisition of this community has not yet occurred.

 

Spaulding Purchase and Sale Agreement

 

On January 19, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with Spaulding Enterprises, Inc. for the purchase of a manufactured housing community located in Brunswick, Georgia consisting of 72 sites and 28 homes on approximately 17 acres for a total purchase price of $2,000,000. As of the date of this report, acquisition of this community has not yet occurred.

 

Sunnyland Acquisition

 

On November 3, 2021, MHP Pursuits LLC entered into a purchase and sale agreement with Billie Jean Faust for the purchase of a manufactured housing community located in Byron, Georgia consisting of 73 sites on approximately 18.57 acres and an adjacent parcel of undeveloped land containing 15.09 acres for a total purchase price of $2,200,000. On January 27, 2022, MHP Pursuits LLC assigned its rights and obligations in the purchase agreement to Sunnyland MHP LLC, an entity wholly owned by the Company, and Gvest Sunnyland Homes LLC, an entity wholly owned by Gvest Finance LLC, pursuant to an assignment of purchase and sale agreement. On January 31, 2022, closing of the purchase agreement was completed and Sunnyland MHP LLC purchased the land and land improvements, and Gvest Sunnyland Homes LLC purchased the buildings. Proforma financial information for Sunnyland is included in the unaudited proforma combined results of operations in Note 5.

 

In connection with the closing of the property, on January 31, 2022, Sunnyland MHP LLC entered into a loan agreement with Vanderbilt Mortgage and Finance, Inc. for a loan in the principal amount of $1,760,000 and issued a promissory note to the lender for the same amount.

 

Interest on the disbursed and unpaid principal balance accrues as follows: (a) from the date funds are first disbursed at a rate of 5.37% per annum, interest only for the first thirty-six months, and (b) on February 10, 2025, interest on the disbursed and unpaid principal balance accrues at a rate 5.21% per annum until maturity. Interest is calculated on the basis of a 360-day year and the actual number of calendar days elapsed. Payments began on March 10, 2022 and continue the 10th of every month until maturity on February 10, 2027. Sunnyland MHP LLC may prepay the note in part or in full at any time if it pays a prepayment premium calculated in accordance with the loan agreement.

 

The note is secured by a first priority security interest in the property and is guaranteed by Raymond M. Gee. The loan agreement and note contain customary financial and other covenants and events of default for a loan of its type.

 

Clyde Purchase and Sale Agreement

 

On February 10, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with Harold and Brenda Allen for the purchase of a manufactured housing community located in Clyde, North Carolina, a part of the Asheville Metropolitan Statistical Area, consisting of 51 sites and 51 homes on approximately 9 acres for a total purchase price of $3,050,000. As of the date of this report, acquisition of this community has not yet occurred.

 

Solid Rock Purchase and Sale Agreement

 

On February 25, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with K10 Enterprises LLC for the purchase of a manufactured housing community located in Leesville, South Carolina, consisting of 39 sites and homes on approximately 11 acres for a total purchase price of $1,700,000. As of the date of this report, acquisition of this community has not yet occurred.

 

Charlotte 3 Park Note Repayment

 

On February 28, 2022, the Company borrowed $700,000 from Gvest Real Estate Capital, LLC, increasing the outstanding balance on the revolving promissory note described above. On March 1, 2022, proceeds from the revolving promissory note were used to repay the Charlotte 3 Park MHP LLC $1,500,000 note payable upon its maturity.
XML 36 R18.htm IDEA: XBRL DOCUMENT v3.22.1
Accounting Policies, by Policy (Policies)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Organization

Organization

 

Manufactured Housing Properties Inc. (the “Company”) is a Nevada corporation whose principal activities are to acquire, own, and operate manufactured housing communities.

 
Basis of Presentation

Basis of Presentation

 

The Company prepares its consolidated financial statements under the accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 
Principles of Consolidation

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest and any other entities in which the Company has a controlling financial interest. The Company consolidates variable interest entities (“VIEs”) where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

 

The Company’s formation of all subsidiaries and VIE’s date of consolidation are as follows:

 

Name of Subsidiary   State of Formation   Date of Formation   Ownership
Pecan Grove MHP LLC   North Carolina   October 12, 2016   100%
Azalea MHP LLC   North Carolina   October 25, 2017   100%
Holly Faye MHP LLC   North Carolina   October 25, 2017   100%
Chatham Pines MHP LLC   North Carolina   October 31, 2017   100%
Maple Hills MHP LLC   North Carolina   October 31, 2017   100%
Lakeview MHP LLC   South Carolina   November 1, 2017   100%
MHP Pursuits LLC   North Carolina   January 31, 2019   100%
Mobile Home Rentals LLC   North Carolina   September 30, 2016   100%
Hunt Club MHP LLC   South Carolina   March 8, 2019   100%
B&D MHP LLC   South Carolina   April 4, 2019   100%
Crestview MHP LLC   North Carolina   June 28, 2019   100%
Springlake MHP LLC   Georgia   October 10, 2019   100%
ARC MHP LLC   South Carolina   November 13, 2019   100%
Countryside MHP LLC   South Carolina   March 12, 2020   100%
Evergreen MHP LLC   Tennessee   March 17, 2020   100%
Golden Isles MHP LLC   Georgia   March 16, 2021   100%
Anderson MHP LLC   South Carolina   June 2, 2021   100%
Capital View MHP LLC    South Carolina    August 6, 2021   100%
Hidden Oaks MHP LLC   South Carolina   August 6, 2021   100%
North Raleigh MHP LLC   North Carolina   September 16, 2021   100%
Carolinas 4 MHP LLC   North Carolina   November 30, 2021   100%
Charlotte 3 Park MHP LLC   North Carolina   December 10, 2021   100%
Gvest Finance LLC   North Carolina   December 11, 2018   VIE
Gvest Homes I LLC   Delaware   November 9, 2020   VIE
Brainerd Place LLC   Delaware   February 24, 2021   VIE
Bull Creek LLC   Delaware   April 13,2021   VIE
Gvest Anderson Homes LLC   Delaware   June 22, 2021   VIE
Gvest Capital View Homes LLC   Delaware   August 6, 2021   VIE
Gvest Hidden Oaks Homes LLC   Delaware   August 6, 2021   VIE
Gvest Springlake Homes LLC   Delaware   September 24, 2021   VIE
Gvest Carolinas 4 Homes LLC   Delaware   November 13, 2021   VIE

 

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.

 
Revenue Recognition

Revenue Recognition

 

Mobile home rental and related income is generated from lease agreements for our sites and homes. The lease component of these agreements is accounted for under Topic 842 of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for leases.

 

Under ASC 842, the Company must assess on an individual lease basis whether it is probable that we will collect the future lease payments. The Company considers the tenant’s payment history and current credit status when assessing collectability. When collectability is not deemed probable, the Company will write-off the tenant’s receivables, including straight-line rent receivable, and limit lease income to cash received.

 

The Company’s revenues primarily consist of rental revenues and fee and other income. The Company has the following revenue sources and revenue recognition policies:

 

  ● Rental revenues include revenues from the leasing of land lot or a combination of both, the mobile home and land at our properties to tenants.

 

  ○ Revenues from the leasing of land lot or a combination of both, the mobile home and land at the Company’s properties to tenants include (i) lease components, including land lot or a combination of both, the mobile home and land, and (ii) reimbursement of utilities and account for the components as a single lease component in accordance with ASC 842.

 

  ○ Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease. The Company commences rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of utilities are generally recognized in the same period as the related expenses are incurred. The Company’s leases are month-to-month.

 
Accounts Receivable

Accounts Receivable

 

Accounts receivable consist primarily of amounts currently due from residents. Accounts receivables are reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for losses. The Company records an allowance for bad debt when receivables are over 90 days old.

 
Acquisitions

Acquisitions

 

The Company accounts for acquisitions as asset acquisitions in accordance with ASC 805, “Business Combinations,” and 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 internal evaluation as well as third-party appraisal of the property obtained in conjunction with the purchase.

 
Variable Interest Entities

Variable Interest Entities

 

In December 2020, the Company entered into a property management agreement with Gvest Finance LLC, a company owned and controlled by the Company’s parent company, Gvest Real Estate Capital LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, and has subsequently entered into property management agreements with Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, which are wholly owned subsidiaries of Gvest Finance LLC. Under the property management agreements, the Company manages the homes owned by the VIEs and the VIEs remit to the Company all income, less any sums paid out for debt service plus 5% of the debt service payment.

 

Additionally, during 2021, the Company formed two entities, Brainerd Place LLC and Bull Creek LLC, for the purpose of exploring opportunities to develop mobile home communities. The Company owns 49% of these entities and Gvest Real Estate LLC, an entity whose sole owner is Raymond M. Gee, owns 51%. The Company also executed operating agreements with these entities which designate Gvest Capital Management LLC, a company owned and controlled by Gvest Real Estate Capital LLC, as manager with the authority, power, and discretion to manage and control the entities’ business decisions. The operating agreements require the Company to make cash contributions to the entities to fund their activities, operations, and existence, if the Company approves the contribution requests from the manager, which ultimately provides the Company with power to direct the economically significant activities of these entities.

 

A company with interests in a VIE must consolidate the entity if the company is deemed to be the primary beneficiary of the VIE; that is, if it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Such a determination requires management to evaluate circumstances and relationships that may be difficult to understand and to make a significant judgment, and to repeat the evaluation at each subsequent reporting date. Primarily due to the Company’s common ownership by Mr. Gee, its power to direct the activities of these entities that most significantly impact their economic performance, and the fact that the Company has the obligation to absorb losses or the right to receive benefits from these entities that could potentially be significant to these entities, the entities listed above are considered to be VIEs in accordance applicable GAAP.

 
Net Income (Loss) Per Share

Net Income (Loss) Per Share

 

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding, including vested stock options during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. For the year ended December 31, 2021, the potentially dilutive penny options for the purchase of 656,175 shares of Common Stock were included in basic loss per share. Total dilutive securities outstanding as of December 31, 2021 totaled 50,000 stock options, 1,886,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Stock for a total of 1,866,000 shares, which are not included in dilutive loss per share as the effect would be anti-dilutive. For the year ended December 31, 2020, the potentially dilutive penny options for the purchase of 519,675 shares of Common Stock were included in basic loss per share. Total dilutive securities outstanding as of December 31, 2020 totaled 136,500 stock options, 1,890,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Shares for a total of 1,890,000, which are not included in dilutive loss per share as the effect would be anti-dilutive.

 
Use of Estimates

Use of Estimates

 

The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

 
Investment Property and Depreciation

Investment Property and Depreciation

 

Investment property, including property and equipment, is carried at cost. Depreciation for Sites and Building is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 15 to 25 years). Depreciation of Improvements to Sites and Buildings, Rental Homes and Equipment and Vehicles is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 3 to 25 years). 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 expense as incurred and improvements are capitalized. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statement and any gain or loss is reflected in the current period’s results of operations.

 
Impairment Policy

Impairment Policy

 

The Company applies FASB ASC 360-10, “Property, Plant & Equipment,” 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 the carrying value under 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. After the date we determine that a property is held for disposition, depreciation expense is not recorded. There was no impairment during the years ended December 31, 2021 and 2020.

 
Cash and Cash Equivalents

Cash and Cash Equivalents

 

The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents.

 

The Company maintains cash balances at banks and deposits at times may exceed federally insured limits. Management believes that the financial institutions that hold the Company’s cash are financially secure and, accordingly, minimal credit risk exists. At December 31, 2021 and 2020, the Company had approximately $763,000 and $641,000 above the FDIC-insured limit, respectively, including restricted cash held for tenant security deposits of $705,195 and $339,152, respectively.

 
Stock Based Compensation

Stock Based Compensation

 

All stock based payments to employees, nonemployee consultants, and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period in accordance with FASB ASC Topic 718. Stock based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are nonforfeitable the measurement date is the date the award is issued. The Company recorded stock option expense of $66,015 and $2,370 during the years ended December 31, 2021 and 2020, respectively.

 
Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Most of the Company’s financial assets do not have a quoted market value. Therefore, estimates of fair value are necessarily based on a number of significant assumptions (many of which involve events outside the control of management). Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties, future expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent estimates only and, therefore, cannot be compared to the historical accounting model. Use of different assumptions or methodologies is likely to result in significantly different fair value estimates.

 

The fair value of cash and cash equivalents, accounts receivables, and accounts payable approximates their current carrying amounts since all such items are short-term in nature. The fair value of variable and fixed rate mortgages payable and lines of credit approximate their current carrying amounts on the balance sheet since such amounts payable are at approximately a weighted average current market rate of interest.

 
Reclassifications

Reclassifications

 

Certain amounts in the prior period presentation have been reclassified to conform with the current presentation. For the year ended December 31, 2020, the Company reclassed approximately $7,000 from buildings to breakout separately as construction in process on the balance sheet to enable comparison to the current period.

 
Income Taxes

Income Taxes

 

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

 

The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

 

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

 

The Company recognizes interest and penalties, if any, with income tax expense in the accompanying consolidated statement of operations. As of December 31, 2021, and December 31, 2020, there were no such accrued interest or penalties.

 
Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2022. The Company is currently evaluating the potential impact this standard may have on the consolidated financial statements.

 

In May 2020, the Securities and Exchange Commission adopted amendments to the financial disclosure requirements in Regulation S-X relating to the acquisition and disposition of businesses by registrants. The amendments, including Rule 3-05, Financial Statements of Businesses Acquired or to Be Acquired; Rule 3-14, Special Instructions for Real Estate Operations to Be Acquired; and Article 11, Pro Forma Financial Information, focus on the financial information required to be disclosed in connection with the acquisition and disposition of businesses, real estate operations, and investment companies and generally increased the thresholds at which acquisitions are deemed significant and require additional disclosures. The amendments are effective for fiscal years beginning after December 31, 2020. The Company has evaluated the impact this standard had on the consolidated financial statements and determined that it had no impact on the consolidated financial statements. However, the Company will integrate these amendments in evaluating the significance and required additional disclosures upon acquisitions in future periods as necessary.

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements.

 
Impact of Coronavirus Pandemic

Impact of Coronavirus Pandemic

 

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. On March 11, 2020, the World Health Organization declared the outbreak a pandemic, and on March 13, 2020, the United States declared a national emergency.

 

Some states and cities, including some where the Company’s properties are located, have reacted by instituting quarantines, restrictions on travel, “stay at home” rules and restrictions on the types of businesses that may continue to operate and in what capacity, as well as guidance in response to the pandemic and the need to contain it.

 

The rules and restrictions put in place have had a negative impact on the economy and business activity and may adversely impact the ability of the Company’s tenants, many of whom may be restricted in their ability to work, to pay their rent as and when due. In addition, the Company’s property managers may be limited in their ability to properly maintain the Company’s properties. Enforcing the Company’s rights as landlord against tenants who fail to pay rent or otherwise do not comply with the terms of their leases may not be possible as many jurisdictions, including those where are properties are located, have established rules and/or regulations preventing the Company from evicting tenants for certain periods in response to the pandemic. If the Company is unable to enforce its rights as landlords, its business would be materially affected

 

If the current pace of the pandemic does not continue to slow and the spread of the virus is not contained, the Company’s business operations could be further delayed or interrupted. The Company expects that government and health authorities may announce new or extend existing restrictions, which could require the Company to make further adjustments to its operations in order to comply with any such restrictions. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect the Company’s ability to operate its business and result in additional costs.

 

The extent to which the pandemic may impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic, and capital markets environment present material uncertainty and risk with respect to the Company’s performance, financial condition, results of operations and cash flows. 
XML 37 R19.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies and Organization (Tables)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Schedule of subsidiaries
Name of Subsidiary   State of Formation   Date of Formation   Ownership
Pecan Grove MHP LLC   North Carolina   October 12, 2016   100%
Azalea MHP LLC   North Carolina   October 25, 2017   100%
Holly Faye MHP LLC   North Carolina   October 25, 2017   100%
Chatham Pines MHP LLC   North Carolina   October 31, 2017   100%
Maple Hills MHP LLC   North Carolina   October 31, 2017   100%
Lakeview MHP LLC   South Carolina   November 1, 2017   100%
MHP Pursuits LLC   North Carolina   January 31, 2019   100%
Mobile Home Rentals LLC   North Carolina   September 30, 2016   100%
Hunt Club MHP LLC   South Carolina   March 8, 2019   100%
B&D MHP LLC   South Carolina   April 4, 2019   100%
Crestview MHP LLC   North Carolina   June 28, 2019   100%
Springlake MHP LLC   Georgia   October 10, 2019   100%
ARC MHP LLC   South Carolina   November 13, 2019   100%
Countryside MHP LLC   South Carolina   March 12, 2020   100%
Evergreen MHP LLC   Tennessee   March 17, 2020   100%
Golden Isles MHP LLC   Georgia   March 16, 2021   100%
Anderson MHP LLC   South Carolina   June 2, 2021   100%
Capital View MHP LLC    South Carolina    August 6, 2021   100%
Hidden Oaks MHP LLC   South Carolina   August 6, 2021   100%
North Raleigh MHP LLC   North Carolina   September 16, 2021   100%
Carolinas 4 MHP LLC   North Carolina   November 30, 2021   100%
Charlotte 3 Park MHP LLC   North Carolina   December 10, 2021   100%
Gvest Finance LLC   North Carolina   December 11, 2018   VIE
Gvest Homes I LLC   Delaware   November 9, 2020   VIE
Brainerd Place LLC   Delaware   February 24, 2021   VIE
Bull Creek LLC   Delaware   April 13,2021   VIE
Gvest Anderson Homes LLC   Delaware   June 22, 2021   VIE
Gvest Capital View Homes LLC   Delaware   August 6, 2021   VIE
Gvest Hidden Oaks Homes LLC   Delaware   August 6, 2021   VIE
Gvest Springlake Homes LLC   Delaware   September 24, 2021   VIE
Gvest Carolinas 4 Homes LLC   Delaware   November 13, 2021   VIE

 
XML 38 R20.htm IDEA: XBRL DOCUMENT v3.22.1
Revision of Prior Year Immaterial Misstatement (Tables)
 12 Months Ended
Dec. 31, 2021
Condensed Financial Information Disclosure [Abstract]  
Schedule of consolidated balance sheets
   December 31, 2019   March 31,
2020		   June 30,
2020		   September 30,
2020		   December 31, 2020   March 31,
2021		   June 30,
2021		   September 30,
2021		 
As Previously Reported:                                
Land  $10,885,938   $12,094,338   $11,378,818   $11,378,818   $11,293,818   $12,343,818   $12,343,818   $15,293,818 
Land Improvements   17,466,801    20,286,401    21,845,771    22,007,126    20,924,112    21,506,262    21,580,874    24,107,172 
Buildings   7,067,520    7,396,472    6,791,371    7,048,699    8,026,993    9,025,775    9,586,461    12,735,309 
Construction in Process   
-
    
-
    
-
    
-
    
-
    
-
    
-
    1,897,258 
Total Investment Property   35,420,259    39,777,211    40,015,960    40,434,643    40,244,923    42,875,855    43,511,153    54,033,557 
                                         
Accumulated MHPC Deficit   (3,840,085)   (4,194,251)   (4,440,913)   (4,497,737)   (4,443,675)   (4,857,951)   (5,044,928)   (4,621,293)
Total MHPC Deficit   (2,956,875)   (3,741,871)   (4,444,310)   (4,932,523)   (5,372,270)   (6,314,063)   (7,004,003)   (7,137,732)
NCI in VIE   25,707    21,257    26,030    40,303    450,206    497,662    586,010    39,504 
Total Deficit   (2,931,168)   (3,720,614)   (4,418,280)   (4,892,220)   (4,922,064)   (5,816,401)   (6,417,993)   (7,098,228)
                                         
Adjustments:                                        
Land  $476,787   $476,787   $476,787   $476,787   $476,787   $476,787   $476,787   $476,787 
Land Improvements   1,105,863    1,105,863    1,105,863    1,105,863    1,105,863    1,105,863    1,105,863    1,105,863 
Buildings   (1,582,650)   (1,582,650)   (1,582,650)   (1,582,650)   (1,582,650)   (1,582,650)   (1,582,650)   (1,582,650)
Construction in Process   
-
    
-
    
-
    
-
    
-
    
-
    
-
      
Total Investment Property   
-
    
-
    
-
    
-
    
-
    
-
    
-
    
-
 
                                         
Accumulated MHPC Deficit   
-
    
-
    
-
    
-
    869,481    869,481    869,481    869,481 
Total MHPC Deficit   
-
    
-
    
-
    
-
    869,481    869,481    869,481    869,481 
NCI in VIE   
-
    
-
    
-
    
-
    (869,481)   (869,481)   (869,481)   (869,481)
Total Deficit   
-
    
-
    
-
    
-
    
-
    
-
    
-
    
-
 
                                         
As Revised:                                        
Land  $11,362,725   $12,571,125   $11,855,605   $11,855,605   $11,770,605   $12,820,605   $12,820,605   $15,770,605 
Land Improvements   18,572,664    21,392,264    22,951,264    23,112,989    22,029,975    22,612,125    22,686,737    25,213,035 
Buildings   5,484,870    5,813,822    5,208,721    5,466,049    6,444,343    7,443,125    8,003,811    11,152,659 
Construction in Process   
-
    
-
    
-
    
-
    
-
    
-
    
-
    1,897,258 
Total Investment Property   35,420,259    39,777,211    40,015,960    40,434,643    40,244,923    42,875,855    43,511,153    54,033,557 
                                         
Accumulated MHPC Deficit   (3,840,085)   (4,194,251)   (4,440,913)   (4,497,737)   (3,574,194)   (3,988,470)   (4,175,447)   (3,751,812)
Total MHPC Deficit   (2,956,875)   (3,741,871)   (4,444,310)   (4,932,523)   (4,502,789)   (5,444,582)   (6,134,522)   (6,268,251)
NCI in VIE   25,707    21,257    26,030    40,303    (419,275)   (371,819)   (283,471)   (829,977)
Total Deficit   (2,931,168)   (3,720,614)   (4,418,280)   (4,892,220)   (4,922,064)   (5,816,401)   (6,417,993)   (7,098,228)

 
Schedule of consolidated statements of changes in deficit
   31-Dec-20   31-Mar-21   30-Jun-21   30-Sep-21 
As Previously Reported:                
Accumulated Deficit - MHPC - Deemed Dividend 
-
  
-
  
-
  
-
 
Total MHPC Accumulated Deficit   (4,443,675)   (4,857,951)   (5,044,928)   (4,621,293)
Total MHPC Deficit   (5,372,270)   (6,314,063)   (7,004,003)   (7,137,732)
Non-Controlling Interest   450,206    497,662    586,010    39,504 
Consolidated Deficit   (4,922,064)   (5,816,401)   (6,417,993)   (7,098,228)
                     
Adjustments                    
Accumulated Deficit - MHPC - Deemed Dividend   869,481    869,481    869,481    869,481 
Total MHPC Accumulated Deficit   869,481    869,481    869,481    869,481 
Total MHPC Deficit   869,481    869,481    869,481    869,481 
Non-Controlling Interest   (869,481)   (869,481)   (869,481)   (869,481)
Consolidated Deficit   
-
    
-
    
-
    
-
 
                     
As Revised:                    
Accumulated Deficit - MHPC - Deemed Dividend   869,481    -    -    - 
Total MHPC Accumulated Deficit   (3,574,194)   (3,988,470)   (4,175,447)   (3,751,812)
Total MHPC Deficit   (4,502,789)   (5,444,582)   (6,134,522)   (6,268,251)
Non-Controlling Interest   (419,275)   (371,819)   (283,471)   (829,977)
Consolidated Deficit   (4,922,064)   (5,816,401)   (6,417,993)   (7,098,228)
XML 39 R21.htm IDEA: XBRL DOCUMENT v3.22.1
Variable Interest Entities (Tables)
 12 Months Ended
Dec. 31, 2021
Variable Interest Entities [Abstract]  
Schedule of consolidated financial statements
   2021   2020 
Assets      (As
Revised**)		 
Investment Property   14,144,268    5,067,535 
Accumulated Depreciation and Amortization   (597,650)   (288,739)
Net Investment Property   13,546,618    4,778,796 
Cash and Cash Equivalents   98,900    9,234 
Accounts Receivable, net   60,506    3,506 
Other Assets   158,920    14,652 
Total Assets  $13,864,944   $4,806,188 
           
Liabilities and Deficit          
Accounts Payable  $169,298   $4,969 
Notes Payable   6,793,319    1,994,640 
Line of Credit, $151,749 and $0 debt discount   6,200,607    3,214,916 
Other Liabilities*   1,679,233    9,439 
Tenant Security Deposits   
-
    1,499 
Total Liabilities   14,842,457    5,225,463 
           
Non-Controlling interest   (977,513)   (419,275)
Total Non-controlling interest in variable interest entity equity   (977,513)   (419,275)

 

* Included in other liabilities is an intercompany balance of $1,515,715 and $0 as of December 31, 2021 and 2020, respectively. The intercompany balances have been eliminated on the consolidated balance sheet.
** The balances as of and the results of operations for the year ended December 31, 2020 have been revised to reflect the correction of an error in the recording of the December sale of homes to Gvest Finance LLC and Gvest Homes I LLC. The Company recorded the sale of all 364 park owned homes within the ARC, Countryside, Crestview, and Maple communities, but only 305 park owned homes were sold. See Note 2 for more information.
XML 40 R22.htm IDEA: XBRL DOCUMENT v3.22.1
Investment Property (Tables)
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment
   2021   2020 
       (As
Revised)		 
Investment Property        
Land  $18,854,760   $11,770,605 
Site and Land Improvements   35,133,079    22,029,975 
Buildings and Improvements   14,666,296    6,437,251 
Construction in Process   3,030,456    7,092 
Total Investment Property   71,684,591    40,244,923 
Accumulated Depreciation   (4,832,300)   (2,779,201)
Net Investment Property  $66,852,291    37,465,722 

 
XML 41 R23.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisitions and Disposals (Tables)
 12 Months Ended
Dec. 31, 2021
Acquisitions and Disposals [Abstract]  
Schedule of asset acquisitions from third parties and have been accounted for as asset acquisitions
Acquisition Date  Name (number of
communities)		  Land   Improvements   Building   Total Purchase
Price		 
March 2020   Countryside MHP   $152,880   $3,194,245   $352,875   $3,700,000 
March 2020   Evergreen MHP    340,000    1,111,000    
-
    1,451,000 
   Total Purchase Price   $492,880   $4,305,245   $352,875   $5,151,000 
                        
March 2021   Golden Isles MHP   $1,050,000   $487,500   $-   $1,537,500 
March 2021   Golden Isles Gvest    
-
    
-
    787,500    787,500 
July 2021   Anderson MHP (10)    2,310,000    763,417(a)   120,390    3,193,807 
July 2021   Anderson Gvest    
-
    
-
    2,006,193    2,006,193 
September 2021   Capital View MHP    350,000    757,064    
-
    1,107,064 
September 2021   Capital View Gvest    
-
    
-
    342,936    342,936 
September 2021   Hidden Oaks MHP    290,000    843,440    
-
    1,133,440 
September 2021   Hidden Oaks Gvest    
-
    
-
    416,560    416,560 
October 2021   North Raleigh MHP (5)    1,613,828    4,505,268    1,330,904    7,450,000 
December 2021   Dixie MHP    59,133    658,351    32,516    750,000 
December 2021   Driftwood MHP    53,453    352,163    19,384    425,000 
December 2021   Meadowbrook MHP    410,421    781,379    133,200    1,325,000 
December 2021   Asheboro MHP (2)    723,778    1,411,726    
-
    2,135,504 
December 2021   Asheboro Gvest    
-
    
-
    614,496    614,496 
December 2021   Morganton MHP    223,542    1,846,024    
-
    2,069,566 
December 2021   Morganton Gvest    
-
    
-
    680,434    680,434 
    Total Purchase Price   $7,084,155   $12,406,332   $6,484,513   $25,975,000 
   Acquisition Costs    
-
    474,568    7,213    481,781 
   Total Investment Property   $7,084,155   $12,880,900   $6,491,726   $26,456,781 

 
Schedule of pro-forma information
   Unaudited 
   For the Years Ended
December 31,		 
   2021   2020 
Total revenue   $11,767,812   $11,069,625 
Total community operating expenses    4,220,200    4,133,478 
Corporate payroll and overhead   3,013,810    1,581,807 
Depreciation expense    3,181,404    3,068,380 
Interest expense    3,102,659    3,021,533 
Gain on sale of property    
-
    761,978 
Other income    139,300    
-
 
Net income (loss)   $(1,610,961)  $26,405 
Net loss attributable to non-controlling interest    (611,571)   (349,943)
Net income (loss) attributable to Manufactured Housing Properties, Inc.    (999,390)   376,348 
Preferred stock dividends / accretion    2,175,472    1,850,860 
Net loss   $(3,174,862)  $(1,474,513)
Net loss per share   $(0.24)  $(0.11)
XML 42 R24.htm IDEA: XBRL DOCUMENT v3.22.1
Promissory Notes and Lines of Credit (Tables)
 12 Months Ended
Dec. 31, 2021
Promissory Notes and Lines of Credit [Abstract]  
Schedule of outstanding balance on these notes
    Maturity
Date		     Interest
Rate		     Balance
12/31/21		     Balance
12/31/20		  
Pecan Grove MHP LLC     02/22/29       5.250 %   $ 2,969,250     $ 3,037,625  
Azalea MHP LLC     03/01/29       5.400 %     790,481       810,741  
Holly Faye MHP LLC     03/01/29       5.400 %     579,825       579,825  
Chatham MHP LLC     04/01/24       5.875 %     1,698,800       1,734,828  
Lakeview MHP LLC     03/01/29       5.400 %     1,805,569       1,832,264  
B&D MHP LLC     05/02/29       5.500 %     1,779,439       1,818,303  
Hunt Club MHP LLC     01/01/33       3.430 %     2,398,689       2,445,011  
Crestview MHP LLC     12/31/30       3.250 %     4,682,508       4,800,000  
Maple Hills MHP LLC     12/01/30       3.250 %     2,341,254       2,400,000  
Springlake MHP LLC     11/14/21       3.310 %    
-
       4,000,000  
Springlake MHP LLC     12/10/26       4.750 %     4,016,250      
-
  
ARC MHP LLC     01/01/30       5.500 %     3,809,742       3,885,328  
Countryside MHP LLC     03/20/50       5.500 %     1,684,100       1,700,000  
Evergreen MHP LLC     04/01/32       3.990 %     1,115,261       1,135,502  
Golden Isles MHP LLC     03/31/26       4.000 %     787,500      
-
  
Anderson MHP LLC*     07/10/26       5.210 %     2,153,807      
-
  
Capital View MHP LLC*     09/10/26       5.390 %     817,064      
-
  
Hidden Oaks MHP LLC*     09/10/26       5.330 %     823,440      
-
  
North Raleigh MHP LLC     11/01/26       4.750 %     5,304,409      
-
  
Charlotte 3 Park MHP LLC (Dixie, Driftwood, Meadowbrook)(1)     03/01/22       5.000 %     1,500,000      
-
  
Carolinas 4 MHP LLC*     01/10/27       5.300 %     3,105,070          
Gvest Finance LLC (B&D homes)     05/01/24       5.000 %     657,357       694,640  
Gvest Finance LLC (Countryside homes)     03/20/50       5.500 %     1,287,843       1,300,000  
Gvest Finance LLC (Golden Isles homes)     03/31/36       4.000 %     787,500      
-
  
Gvest Anderson Homes LLC*     07/10/26       5.210 %     2,006,193      
-
  
Gvest Capital View Homes LLC*     09/10/26       5.390 %     342,936      
-
  
Gvest Hidden Oaks Homes LLC*     09/10/26       5.330 %     416,560      
-
  
Gvest Carolinas 4 Homes LLC (Asheboro, Morganton)*     01/10/27       5.300 %     1,294,930          
PPP Loan - MHP     05/01/22       1.000 %    
-
       139,300  
Total Note Payables                     50,955,777       32,313,367  
Discount Direct Lender Fees                     (2,064,294 )     (1,096,629 )
Total Net of Discount                   $ 48,891,483     $ 31,216,738  

 

*The notes indicated above are subject to certain financial covenants.

 
Schedule of minimum annual principal payments of notes payable
2022  $2,414,963 
2023   3,714,410 
2024   3,337,901 
2025   1,256,977 
2026   18,341,237 
Thereafter   29,892,646 
Total minimum principal payments  $58,958,133 
XML 43 R25.htm IDEA: XBRL DOCUMENT v3.22.1
Stockholders' Equity (Tables)
 12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Schedule of stock options outstanding
   Number of
options		   Weighted
average
exercise
price (per
share)		   Weighted
average
remaining
contractual
term (in
years)		 
Outstanding at December 31, 2020   656,175   $   0.01    7.7 
Granted   50,000    0.01    9.0 
Exercised   
-
    
-
    
-
 
Forfeited / cancelled / expired   
-
    
-
    
-
 
Outstanding at December 31, 2021   706,175   $0.01    6.6 
Exercisable at December 31, 2021   672,842   $0.01    6.4 

 
Schedule of summarizes information concerning options outstanding
Strike Price
Range ($)		   Outstanding
stock options		   Weighted average
remaining
contractual term
(in years)		   Weighted average
outstanding
strike price		   Vested
stock options		   Weighted average
vested
strike price		 
$0.01    519,675    5.9   $0.01    519,675   $0.01 
$0.01    136,500    8.0   $0.01    136,500   $0.01 
$0.01    50,000    9.0   $0.01    16,667   $0.01 

 

Strike Price
Range ($)		   Outstanding
stock options		   Weighted average
remaining
contractual term
(in years)		   Weighted average
outstanding
strike price		   Vested
stock options		   Weighted average
vested
strike price		 
$0.01    519,675    7.0   $0.01    519,675   $0.01 
$0.01    136,500    9.0   $0.01    45,500   $0.01 

 
Schedule of stock option assumptions
Stock option assumptions 

December 31,

2021

 

December 31,

2020

 
Risk-free interest rate   0.26 – 1.40%                     - 
Expected dividend yield   0.00%   - 
Expected volatility   16.03 –273.98%   - 
Expected life of options (in years)   6.5   - 
XML 44 R26.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Schedule of current income tax benefit
   For the Years Ended 
   December 31,
2021		   December 31,
2020		 
Statutory rate applied to income (loss) before income taxes  $(383,885)  $(1,068,482)
Increase (decrease) in income taxes results from:          
VIE income   112,958    451,876 
Change in valuation allowance   (1,352,630)   2,364,876 
Provision to return true up   1,623,557    (1,748,270)
Income tax expense (benefit)  $-   $
-
 

 
Schedule of current income tax benefit
   For the Years Ended 
   December 31,
2021		   December 31,
2020		 
Income tax benefit at   21.00%   21.00%
Income tax benefit - State   3.62%   3.63%
VIE income   -7.25%   -10.42%
Change in valuation allowance   86.77%   26.09%
Provision to return true up   -104.14%   -40.30%
Income tax expense (benefit)   0.00%   0.00%

 
Schedule of net deferred tax assets
   For the Years Ended 
   December 31,
2021		   December 31,
2020		 
Deferred tax liabilities:        
Depreciation  $(2,431,793)  $(761,455)
Amortization expense   (14,372)   (269,076)
Other   (584)   (584)
Deferred tax assets:          
Operating loss carryforwards   4,251,516    4,188,512 
Gross deferred tax assets   1,804,767    3,157,397 
Valuation allowance   (1,804,767)   (3,157,397)
Net deferred income tax asset  $
-
   $
-
 
XML 45 R27.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies and Organization (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Summary of Significant Accounting Policies and Organization (Details) [Line Items]    
Debt service plus   5.00%
Gvest real estate LLC Percentage 49.00%  
Chairman and chief executive officer percentage 51.00%  
Options for the purchase $ 656,175  
Dilutive securities outstanding (in Shares) 50,000 136,500
Convertible preferred stock (in Shares) 1,886,000  
Convertible share price (in Dollars per share) $ 1,866,000  
Options for purchase of common stock (in Shares)   519,675
Federal deposit insurance corporation expense $ 763,000 $ 641,000
Security deposits 705,195 339,152
Stock option expense $ 66,015 2,370
Company reclassed buildings to breakout   $ 7,000
Tax benefit percentage 50.00%  
Minimum [Member]    
Summary of Significant Accounting Policies and Organization (Details) [Line Items]    
Estimated useful lives 3 years  
Minimum [Member] | Sites and Building [Member]    
Summary of Significant Accounting Policies and Organization (Details) [Line Items]    
Estimated useful lives 15 years  
Maximum [Member]    
Summary of Significant Accounting Policies and Organization (Details) [Line Items]    
Estimated useful lives 25 years  
Maximum [Member] | Sites and Building [Member]    
Summary of Significant Accounting Policies and Organization (Details) [Line Items]    
Estimated useful lives 25 years  
Series A convertible preferred stock    
Summary of Significant Accounting Policies and Organization (Details) [Line Items]    
Convertible preferred stock (in Shares)   1,890,000
Convertible share price (in Dollars per share)   $ 1,890,000
XML 46 R28.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries
 12 Months Ended
Dec. 31, 2021
Subsidiary One [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Pecan Grove MHP LLC
State of Formation North Carolina
Date of Formation October 12, 2016
Ownership 100.00%
Subsidiary Two [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Azalea MHP LLC
State of Formation North Carolina
Date of Formation October 25, 2017
Ownership 100.00%
Subsidiary Three [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Holly Faye MHP LLC
State of Formation North Carolina
Date of Formation October 25, 2017
Ownership 100.00%
Subsidiary Four [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Chatham Pines MHP LLC
State of Formation North Carolina
Date of Formation October 31, 2017
Ownership 100.00%
Subsidiary Five [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Maple Hills MHP LLC
State of Formation North Carolina
Date of Formation October 31, 2017
Ownership 100.00%
Subsidiary Six [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Lakeview MHP LLC
State of Formation South Carolina
Date of Formation November 1, 2017
Ownership 100.00%
Subsidiary Seven [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE MHP Pursuits LLC
State of Formation North Carolina
Date of Formation January 31, 2019
Ownership 100.00%
Subsidiary Eight [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Mobile Home Rentals LLC
State of Formation North Carolina
Date of Formation September 30, 2016
Ownership 100.00%
Subsidiary Nine [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Hunt Club MHP LLC
State of Formation South Carolina
Date of Formation March 8, 2019
Ownership 100.00%
Subsidiary Ten [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE B&D MHP LLC
State of Formation South Carolina
Date of Formation April 4, 2019
Ownership 100.00%
Subsidiary Eleven [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Crestview MHP LLC
State of Formation North Carolina
Date of Formation June 28, 2019
Ownership 100.00%
Subsidiary Twelve [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Springlake MHP LLC
State of Formation Georgia
Date of Formation October 10, 2019
Ownership 100.00%
Subsidiary Thirteen [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE ARC MHP LLC
State of Formation South Carolina
Date of Formation November 13, 2019
Ownership 100.00%
Subsidiary Fourteen [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Countryside MHP LLC
State of Formation South Carolina
Date of Formation March 12, 2020
Ownership 100.00%
Subsidiary Fifteen [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Evergreen MHP LLC
State of Formation Tennessee
Date of Formation March 17, 2020
Ownership 100.00%
Subsidiary Sixteen [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Golden Isles MHP LLC
State of Formation Georgia
Date of Formation March 16, 2021
Ownership 100.00%
Subsidiary Seventeen [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Anderson MHP LLC
State of Formation South Carolina
Date of Formation June 2, 2021
Ownership 100.00%
Subsidiary Eighteen [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Capital View MHP LLC
State of Formation South Carolina
Date of Formation August 6, 2021
Ownership 100.00%
Subsidiary Nineteen [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Hidden Oaks MHP LLC
State of Formation South Carolina
Date of Formation August 6, 2021
Ownership 100.00%
Subsidiary Twenty [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE North Raleigh MHP LLC
State of Formation North Carolina
Date of Formation September 16, 2021
Ownership 100.00%
Subsidiary Twenty One [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Carolinas 4 MHP LLC
State of Formation North Carolina
Date of Formation November 30, 2021
Ownership 100.00%
Subsidiary Twenty Two [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
Name of Subsidiary/VIE Charlotte 3 Park MHP LLC
State of Formation North Carolina
Date of Formation December 10, 2021
Ownership 100.00%
Gvest Finance LLC [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
State of Formation North Carolina
Name of Subsidiary/VIE Gvest Finance LLC
Date of Formation December 11, 2018
Ownership VIE
Gvest Homes I LLC [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
State of Formation Delaware
Name of Subsidiary/VIE Gvest Homes I LLC
Date of Formation November 9, 2020
Ownership VIE
Subsidiary Twenty Three [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
State of Formation Delaware
Name of Subsidiary/VIE Brainerd Place LLC
Date of Formation February 24, 2021
Ownership VIE
Subsidiary Twenty Four [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
State of Formation Delaware
Name of Subsidiary/VIE Bull Creek LLC
Date of Formation April 13,2021
Ownership VIE
Gvest Anderson Homes LLC [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
State of Formation Delaware
Name of Subsidiary/VIE Gvest Anderson Homes LLC
Date of Formation June 22, 2021
Ownership VIE
Gvest Capital View Homes LLC [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
State of Formation Delaware
Name of Subsidiary/VIE Gvest Capital View Homes LLC
Date of Formation August 6, 2021
Ownership VIE
Gvest Hidden Oaks Homes LLC [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
State of Formation Delaware
Name of Subsidiary/VIE Gvest Hidden Oaks Homes LLC
Date of Formation August 6, 2021
Ownership VIE
Gvest Springlake Homes LLC [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
State of Formation Delaware
Name of Subsidiary/VIE Gvest Springlake Homes LLC
Date of Formation September 24, 2021
Ownership VIE
Gvest Carolinas 4 Homes LLC [Member]  
Summary of Significant Accounting Policies and Organization (Details) - Schedule of subsidiaries [Line Items]  
State of Formation Delaware
Name of Subsidiary/VIE Gvest Carolinas 4 Homes LLC
Date of Formation November 13, 2021
Ownership VIE
XML 47 R29.htm IDEA: XBRL DOCUMENT v3.22.1
Revision of Prior Year Immaterial Misstatement (Details) - USD ($)
Dec. 31, 2021
Sep. 30, 2021
Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]      
Inventory buildings and improvements $ 1,105,863    
Land and buildings $ 476,787    
Accumulated manufactured housing properties   $ 869,481 $ 869,481
XML 48 R30.htm IDEA: XBRL DOCUMENT v3.22.1
Revision of Prior Year Immaterial Misstatement (Details) - Schedule of consolidated balance sheets - USD ($)
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Previously Reported [Member]                
Condensed Balance Sheet Statements, Captions [Line Items]                
Land $ 15,293,818 $ 12,343,818 $ 12,343,818 $ 11,293,818 $ 11,378,818 $ 11,378,818 $ 12,094,338 $ 10,885,938
Land Improvements 24,107,172 21,580,874 21,506,262 20,924,112 22,007,126 21,845,771 20,286,401 17,466,801
Buildings 12,735,309 9,586,461 9,025,775 8,026,993 7,048,699 6,791,371 7,396,472 7,067,520
Construction in Process 1,897,258
Total Investment Property 54,033,557 43,511,153 42,875,855 40,244,923 40,434,643 40,015,960 39,777,211 35,420,259
Accumulated MHPC Deficit (4,621,293) (5,044,928) (4,857,951) (4,443,675) (4,497,737) (4,440,913) (4,194,251) (3,840,085)
Total MHPC Deficit (7,137,732) (7,004,003) (6,314,063) (5,372,270) (4,932,523) (4,444,310) (3,741,871) (2,956,875)
NCI in VIE 39,504 586,010 497,662 450,206 40,303 26,030 21,257 25,707
Total Deficit (7,098,228) (6,417,993) (5,816,401) (4,922,064) (4,892,220) (4,418,280) (3,720,614) (2,931,168)
Revision of Prior Period, Adjustment [Member]                
Condensed Balance Sheet Statements, Captions [Line Items]                
Land 476,787 476,787 476,787 476,787 476,787 476,787 476,787 476,787
Land Improvements 1,105,863 1,105,863 1,105,863 1,105,863 1,105,863 1,105,863 1,105,863 1,105,863
Buildings (1,582,650) (1,582,650) (1,582,650) (1,582,650) (1,582,650) (1,582,650) (1,582,650) (1,582,650)
Construction in Process  
Total Investment Property
Accumulated MHPC Deficit 869,481 869,481 869,481 869,481
Total MHPC Deficit 869,481 869,481 869,481 869,481
NCI in VIE (869,481) (869,481) (869,481) (869,481)
Total Deficit
As Revised [Member]                
Condensed Balance Sheet Statements, Captions [Line Items]                
Land 15,770,605 12,820,605 12,820,605 11,770,605 11,855,605 11,855,605 12,571,125 11,362,725
Land Improvements 25,213,035 22,686,737 22,612,125 22,029,975 23,112,989 22,951,264 21,392,264 18,572,664
Buildings 11,152,659 8,003,811 7,443,125 6,444,343 5,466,049 5,208,721 5,813,822 5,484,870
Construction in Process 1,897,258
Total Investment Property 54,033,557 43,511,153 42,875,855 40,244,923 40,434,643 40,015,960 39,777,211 35,420,259
Accumulated MHPC Deficit (3,751,812) (4,175,447) (3,988,470) (3,574,194) (4,497,737) (4,440,913) (4,194,251) (3,840,085)
Total MHPC Deficit (6,268,251) (6,134,522) (5,444,582) (4,502,789) (4,932,523) (4,444,310) (3,741,871) (2,956,875)
NCI in VIE (829,977) (283,471) (371,819) (419,275) 40,303 26,030 21,257 25,707
Total Deficit $ (7,098,228) $ (6,417,993) $ (5,816,401) $ (4,922,064) $ (4,892,220) $ (4,418,280) $ (3,720,614) $ (2,931,168)
XML 49 R31.htm IDEA: XBRL DOCUMENT v3.22.1
Revision of Prior Year Immaterial Misstatement (Details) - Schedule of consolidated statements of changes in deficit - USD ($)
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Dec. 31, 2020
As Previously Reported [Member]        
As Previously Reported:        
Accumulated Deficit - MHPC - Deemed Dividend
Total MHPC Accumulated Deficit (4,621,293) (5,044,928) (4,857,951) (4,443,675)
Total MHPC Deficit (7,137,732) (7,004,003) (6,314,063) (5,372,270)
Non-Controlling Interest 39,504 586,010 497,662 450,206
Consolidated Deficit (7,098,228) (6,417,993) (5,816,401) (4,922,064)
Adjustments [Member]        
As Previously Reported:        
Accumulated Deficit - MHPC - Deemed Dividend 869,481 869,481 869,481 869,481
Total MHPC Accumulated Deficit 869,481 869,481 869,481 869,481
Total MHPC Deficit 869,481 869,481 869,481 869,481
Non-Controlling Interest (869,481) (869,481) (869,481) (869,481)
Consolidated Deficit
As Revised [Member]        
As Previously Reported:        
Accumulated Deficit - MHPC - Deemed Dividend       869,481
Total MHPC Accumulated Deficit (3,751,812) (4,175,447) (3,988,470) (3,574,194)
Total MHPC Deficit (6,268,251) (6,134,522) (5,444,582) (4,502,789)
Non-Controlling Interest (829,977) (283,471) (371,819) (419,275)
Consolidated Deficit $ (7,098,228) $ (6,417,993) $ (5,816,401) $ (4,922,064)
XML 50 R32.htm IDEA: XBRL DOCUMENT v3.22.1
Variable Interest Entities (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Variable Interest Entities [Abstract]    
Net income (loss) $ 460,609 $ 451,876
Additional management fee 579,703 0
Accrued liabilities $ 1,515,715 $ 0
XML 51 R33.htm IDEA: XBRL DOCUMENT v3.22.1
Variable Interest Entities (Details) - Schedule of consolidated financial statements - VIE's [Member] - USD ($)
Dec. 31, 2021
Dec. 31, 2020
 [1]
Condensed Financial Statements, Captions [Line Items]    
Investment Property $ 14,144,268 $ 5,067,535
Accumulated Depreciation and Amortization (597,650) (288,739)
Net Investment Property 13,546,618 4,778,796
Cash and Cash Equivalents 98,900 9,234
Accounts Receivable, net 60,506 3,506
Other Assets 158,920 14,652
Total Assets 13,864,944 4,806,188
Liabilities and Deficit    
Accounts Payable 169,298 4,969
Notes Payable 6,793,319 1,994,640
Line of Credit, $151,749 and $0 debt discount 6,200,607 3,214,916
Other Liabilities [2] 1,679,233 9,439
Tenant Security Deposits 1,499
Total Liabilities 14,842,457 5,225,463
Non-Controlling interest (977,513) (419,275)
Total Non-controlling interest in variable interest entity equity $ (977,513) $ (419,275)
[1] The balances as of and the results of operations for the year ended December 31, 2020 have been revised to reflect the correction of an error in the recording of the December sale of homes to Gvest Finance LLC and Gvest Homes I LLC. The Company recorded the sale of all 364 park owned homes within the ARC, Countryside, Crestview, and Maple communities, but only 305 park owned homes were sold. See Note 2 for more information.
[2] Included in other liabilities is an intercompany balance of $1,515,715 and $0 as of December 31, 2021 and 2020, respectively. The intercompany balances have been eliminated on the consolidated balance sheet.
XML 52 R34.htm IDEA: XBRL DOCUMENT v3.22.1
Variable Interest Entities (Details) - Schedule of consolidated financial statements (Parentheticals) - USD ($)
Dec. 31, 2021
Dec. 31, 2020
VIE's [Member]    
Condensed Financial Statements, Captions [Line Items]    
Debt discount $ 151,749 $ 0
XML 53 R35.htm IDEA: XBRL DOCUMENT v3.22.1
Investment Property (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Investment Property (Details) [Line Items]    
Depreciation expense $ 2,060,882 $ 1,652,509
Investment property balances   $ 7,092
Total gross acquisition costs 474,568  
Site and Land Improvements []Member[    
Investment Property (Details) [Line Items]    
Total gross acquisition costs 7,213  
Building Improvements [Member]    
Investment Property (Details) [Line Items]    
Total gross acquisition costs 11,465  
Gvest Finance LLC [Member]    
Investment Property (Details) [Line Items]    
Manufactured homes 1,900,000  
Springlake community [Member]    
Investment Property (Details) [Line Items]    
Manufactured homes $ 860,000  
XML 54 R36.htm IDEA: XBRL DOCUMENT v3.22.1
Investment Property (Details) - Schedule of property and equipment - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Investment Property    
Land $ 18,854,760 $ 11,770,605
Site and Land Improvements 35,133,079 22,029,975
Buildings and Improvements 14,666,296 6,437,251
Construction in Process 3,030,456 7,092
Total Investment Property 71,684,591 40,244,923
Accumulated Depreciation (4,832,300) (2,779,201)
Net Investment Property $ 66,852,291 $ 37,465,722
XML 55 R37.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisitions and Disposals (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Acquisitions and Disposals [Abstract]    
Vehicles and equipment $ 156,465  
Total sale price   $ 2,100,000
Accumulated amortization   1,338,022
Mortgage costs   109,529
Gain on sale of property $ 761,978
XML 56 R38.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisitions and Disposals (Details) - Schedule of asset acquisitions from third parties and have been accounted for as asset acquisitions
 12 Months Ended
Dec. 31, 2021
USD ($)
Business Acquisition [Line Items]  
Land $ 7,084,155
Improvements 12,406,332
Building 6,484,513
Total Purchase Price $ 25,975,000
Countryside MHP [Member]  
Business Acquisition [Line Items]  
Acquisition Date March 2020
Land $ 152,880
Improvements 3,194,245
Building 352,875
Total Purchase Price $ 3,700,000
Evergreen MHP [Member]  
Business Acquisition [Line Items]  
Acquisition Date March 2020
Land $ 340,000
Improvements 1,111,000
Building
Total Purchase Price 1,451,000
Evergreen One [Member]  
Business Acquisition [Line Items]  
Land 492,880
Improvements 4,305,245
Building 352,875
Total Purchase Price $ 5,151,000
Golden Isles MHP [Member]  
Business Acquisition [Line Items]  
Acquisition Date March 2021
Land $ 1,050,000
Improvements 487,500
Total Purchase Price $ 1,537,500
Golden Isles Gvest [Member]  
Business Acquisition [Line Items]  
Acquisition Date March 2021
Land
Improvements
Building 787,500
Total Purchase Price $ 787,500
Anderson MHP [Member]  
Business Acquisition [Line Items]  
Acquisition Date July 2021
Land $ 2,310,000
Improvements 763,417 [1]
Building 120,390
Total Purchase Price $ 3,193,807
Anderson Gvest [Member]  
Business Acquisition [Line Items]  
Acquisition Date July 2021
Land
Improvements
Building 2,006,193
Total Purchase Price $ 2,006,193
Capital View MHP [Member]  
Business Acquisition [Line Items]  
Acquisition Date September 2021
Land $ 350,000
Improvements 757,064
Building
Total Purchase Price $ 1,107,064
Capital View Gvest [Member]  
Business Acquisition [Line Items]  
Acquisition Date September 2021
Land
Improvements
Building 342,936
Total Purchase Price $ 342,936
Hidden Oaks MHP [Member]  
Business Acquisition [Line Items]  
Acquisition Date September 2021
Land $ 290,000
Improvements 843,440
Building
Total Purchase Price $ 1,133,440
Hidden Oaks Gvest [Member]  
Business Acquisition [Line Items]  
Acquisition Date September 2021
Land
Improvements
Building 416,560
Total Purchase Price $ 416,560
North Raleigh MHP [Member]  
Business Acquisition [Line Items]  
Acquisition Date October 2021
Land $ 1,613,828
Improvements 4,505,268
Building 1,330,904
Total Purchase Price $ 7,450,000
Dixie MHP [Member]  
Business Acquisition [Line Items]  
Acquisition Date December 2021
Land $ 59,133
Improvements 658,351
Building 32,516
Total Purchase Price $ 750,000
Driftwood MHP [Member]  
Business Acquisition [Line Items]  
Acquisition Date December 2021
Land $ 53,453
Improvements 352,163
Building 19,384
Total Purchase Price $ 425,000
Meadowbrook MHP [Member]  
Business Acquisition [Line Items]  
Acquisition Date December 2021
Land $ 410,421
Improvements 781,379
Building 133,200
Total Purchase Price $ 1,325,000
Asheboro MHP [Member]  
Business Acquisition [Line Items]  
Acquisition Date December 2021
Land $ 723,778
Improvements 1,411,726
Building
Total Purchase Price $ 2,135,504
Asheboro Gvest [Member]  
Business Acquisition [Line Items]  
Acquisition Date December 2021
Land
Improvements
Building 614,496
Total Purchase Price $ 614,496
Morganton MHP [Member]  
Business Acquisition [Line Items]  
Acquisition Date December 2021
Land $ 223,542
Improvements 1,846,024
Building
Total Purchase Price $ 2,069,566
Morganton Gvest [Member]  
Business Acquisition [Line Items]  
Acquisition Date December 2021
Land
Improvements
Building 680,434
Total Purchase Price 680,434
Acquisition Costs [Member]  
Business Acquisition [Line Items]  
Land
Improvements 474,568
Building 7,213
Total Purchase Price 481,781
Total Investment Property [Member]  
Business Acquisition [Line Items]  
Land 7,084,155
Improvements 12,880,900
Building 6,491,726
Total Purchase Price $ 26,456,781
[1] Anderson MHP LLC also purchased vehicles and equipment totaling $156,465 which is included in the improvements column above.
XML 57 R39.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisitions and Disposals (Details) - Schedule of pro-forma information - Pro-forma Financial Information [Member] - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Acquisitions and Disposals (Details) - Schedule of pro-forma information [Line Items]    
Total revenue $ 11,767,812 $ 11,069,625
Total community operating expenses 4,220,200 4,133,478
Corporate payroll and overhead 3,013,810 1,581,807
Depreciation expense 3,181,404 3,068,380
Interest expense 3,102,659 3,021,533
Gain on sale of property 761,978
Other income 139,300
Net income (loss) (1,610,961) 26,405
Net loss attributable to non-controlling interest (611,571) (349,943)
Net income (loss) attributable to Manufactured Housing Properties, Inc. (999,390) 376,348
Preferred stock dividends / accretion 2,175,472 1,850,860
Net loss $ (3,174,862) $ (1,474,513)
Net loss per share (in Dollars per share) $ (0.24) $ (0.11)
XML 58 R40.htm IDEA: XBRL DOCUMENT v3.22.1
Promissory Notes and Lines of Credit (Details)
 1 Months Ended 3 Months Ended 12 Months Ended
Dec. 27, 2021
USD ($)
Dec. 17, 2021
USD ($)
Nov. 12, 2021
USD ($)
Jul. 26, 2021
May 01, 2020
USD ($)
May 08, 2017
Dec. 24, 2020
USD ($)
Mar. 31, 2021
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Mar. 01, 2022
USD ($)
Oct. 01, 2017
USD ($)
Promissory Notes and Lines of Credit (Details) [Line Items]                        
Eighteen loans amount                 $ 36,554,126      
Interest rate                 8.375%      
Note payable                 $ 48,891,483 $ 31,216,738    
Cost expense                 87,985 464,568    
Debt issuance costs                 75,141      
Loans payable                   16,374,007    
New notes payable                   $ 15,245,000    
Number of communities                   5    
Mortgage costs related                   $ 640,895    
Discount direct lender fees                 $ 35,000      
Maturity date                 Jan. 01, 2030      
Interest expense                 $ 168,770 587    
Lender percentage                 1.00%      
Line of credit agreement description       Gvest Finance LLC entered into a floorplan credit agreement, rental homes credit agreement, and a credit and security supplemental agreement pursuant to which the lender has agreed to make available to Gvest Finance LLC a secured credit facility with a joint, aggregate credit limit of $5,000,000, consisting of (i) a credit limit of up to $1,000,000 under a floorplan line to be used to finance the acquisition of manufactured homes for retail sale and (ii) a credit limit of up to $4,000,000 under a rental line to finance the acquisition of rental homes. The lender subsequently agreed to extend the credit limit for the floorplan line to $2,000,000.                
Line of credit interest description                 (i) Day 1-360: LIBOR plus 6% per annum; (ii) Day 361-720: LIBOR plus 7% per annum; and (iii) Day 721+: LIBOR plus 8% per annum. Interest shall also accrue at the lesser of (a) the “LIBOR Rate”, plus 10% per annum and (b) the maximum lawful rate of interest permitted under applicable law. During the year ended December 31, 2021, total interest expense was $23,933.The maturity date of the of the floorplan line of credit will vary based on each statement of financial transaction (“SOFT”), a report identifying the funded homes and the applicable financial terms. Gvest Finance LLC promises to repay each floor plan advance as follows: (i) Gvest Finance LLC shall pay a principal amount in an amount equal to the original principal amount of such advance multiplied by the percentage specified in the applicable SOFT, commencing on the 15th day of the first full month after the first anniversary of any advance and continuing on the 15th day of each month thereafter; (ii) interest shall be payable monthly, in arrears, and shall be due and payable on or before the 15th day of the month following the month in which such interest accrues; and (iii) Gvest Finance LLC will pay to lender an amount equal to the original invoice price of such homes inventory, less all principal payments made with respect to such inventory pursuant to (ii) above, plus all billed and unpaid interest and any applicable fees, upon the sale of inventory financed or refinanced by lender.      
MHP LLC [Member]                        
Promissory Notes and Lines of Credit (Details) [Line Items]                        
Note payable                 $ 4,000,000      
Lender amount                 $ 4,016,000      
MHP LLC [Member] | Subsequent Event [Member]                        
Promissory Notes and Lines of Credit (Details) [Line Items]                        
Note payable                     $ 1,500,000  
Gvest Finance LLC [Member]                        
Promissory Notes and Lines of Credit (Details) [Line Items]                        
Interest rate                 3.25%      
Outstanding balance     $ 1,676,634                  
Note payable                 $ 309,271      
Repayment amount                 6,204      
Outstanding balance on line of credit                 1,104,255      
Discount direct lender fees                 1,612      
Interest expense                 2,409      
Borrowed additional funds                 $ 1,104,255      
Maturity term                 10 years      
Rental line                 $ 838,000      
Metrolina Promissory Notes [Member]                        
Promissory Notes and Lines of Credit (Details) [Line Items]                        
Related party promissory note, description           the Company issued a promissory note to Metrolina Loan Holdings, LLC (“Metrolina”) in the principal amount of $3,000,000. The note is interest only payment based on 8%, and 10% deferred until maturity to be paid with principal balance. This note was to mature in May of 2023. In September 2020, the Company paid off the full balance and terminated the note. This related party note was guaranteed by Raymond M. Gee. As of December 31, 2021 and 2020, the balance on this note was $0.On October 22, 2021, the Company issued a promissory note to Metrolina in the principal amount of $1,500,000. The note bears interest at a rate of 18% per annum and matures on April 1, 2023. During the first six months of the note, any prepayment would require the Company to pay a yield maintenance fee equal to six months of interest. Thereafter, the loan may be prepaid at any time without penalty or fee. The note is guaranteed by Mr. Gee. As of December 31, 2021, the balance on this note was $1,500,000 and interest expense for the year totaled $51,780.             
Gvest Homes I LLC [Member]                        
Promissory Notes and Lines of Credit (Details) [Line Items]                        
Commitment amount             $ 20,000,000          
Communities             8,500,000          
Advance lender amount   $ 838,000         $ 3,348,967          
lender agreed to increase amount               $ 3,422,260        
Due from the lender                 850,000      
Outstanding balance on line of credit                 2,517,620 3,348,967    
Discount direct lender fees                 $ 95,221 134,051    
Gvest Springlake Homes LLC [Member]                        
Promissory Notes and Lines of Credit (Details) [Line Items]                        
Line of credit interest description                 The line of credit bears interest at the lesser of the Wall Street Journal prime rate plus one percent or 6.75% per annum and matures five years after each advance. As of December 31, 2021, the balance due on this line of credit was $1,892,481, presented on the balance sheet net of discount direct lender fees of $19,916. Interest expense related to this facility for the year ended December 31, 2021 totaled $20,936. The line of credit is guaranteed by Raymond M. Gee.      
Principal amount     $ 2,000,000                  
Loan and security agreement description     The immediate advance of funds from the line of credit totaling $1,892,481 was used to pay off Gvest Finance LLC’s preexisting note totaling $309,271 and the outstanding balance of the Line of Credit – Multi-Community Floor Plan and Rental Financing Facility totaling $1,676,634. The credit limit on this facility was increased on March 28, 2022 to $3,300,000.                  
Gvest Revolving Promissory Notes [Member]                        
Promissory Notes and Lines of Credit (Details) [Line Items]                        
Outstanding balance                 $ 0 $ 0    
Borrowing amount $ 150,000                      
Gvest Revolving Promissory Notes [Member] | Mr. Gee [Member]                        
Promissory Notes and Lines of Credit (Details) [Line Items]                        
Borrowing amount                       $ 1,500,000
Gvest Revolving Promissory Notes [Member] | Gvest Real Estate Capital LLC [Member]                        
Promissory Notes and Lines of Credit (Details) [Line Items]                        
Interest rate 15.00%                      
Outstanding balance                 $ 150,000      
Borrowing amount $ 1,500,000                      
Minimum [Member]                        
Promissory Notes and Lines of Credit (Details) [Line Items]                        
Promissory notes range                 3.31%      
Promissory notes term                 5 years      
Maximum [Member]                        
Promissory Notes and Lines of Credit (Details) [Line Items]                        
Promissory notes range                 5.875%      
Promissory notes term                 30 years      
Promissory Notes [Member]                        
Promissory Notes and Lines of Credit (Details) [Line Items]                        
Outstanding balance                 $ 50,955,777      
Paycheck Protection Program [Member]                        
Promissory Notes and Lines of Credit (Details) [Line Items]                        
Received amount         $ 139,300              
Interest rate         1.00%              
Debt instrument notes, description         Monthly principal and interest payments are deferred for six months after the date of disbursement.              
XML 59 R41.htm IDEA: XBRL DOCUMENT v3.22.1
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Totals note payables $ 50,955,777 $ 32,313,367
Discount Direct Lender Fees (2,064,294) (1,096,629)
Total Net of Discount $ 48,891,483 31,216,738
Pecan Grove MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Feb. 22, 2029  
Interest rate 5.25%  
Totals note payables $ 2,969,250 3,037,625
Azalea MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Mar. 01, 2029  
Interest rate 5.40%  
Totals note payables $ 790,481 810,741
Holly Faye MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Mar. 01, 2029  
Interest rate 5.40%  
Totals note payables $ 579,825 579,825
Chatham MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Apr. 01, 2024  
Interest rate 5.875%  
Totals note payables $ 1,698,800 1,734,828
Lakeview MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Mar. 01, 2029  
Interest rate 5.40%  
Totals note payables $ 1,805,569 1,832,264
B&D MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date May 02, 2029  
Interest rate 5.50%  
Totals note payables $ 1,779,439 1,818,303
Hunt Club MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Jan. 01, 2033  
Interest rate 3.43%  
Totals note payables $ 2,398,689 2,445,011
Crestview MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Dec. 31, 2030  
Interest rate 3.25%  
Totals note payables $ 4,682,508 4,800,000
Maple Hills MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Dec. 01, 2030  
Interest rate 3.25%  
Totals note payables $ 2,341,254 2,400,000
Springlake MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Nov. 14, 2021  
Interest rate 3.31%  
Totals note payables 4,000,000
Springlake MHP LLC One [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Dec. 10, 2026  
Interest rate 4.75%  
Totals note payables $ 4,016,250
ARC MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Jan. 01, 2030  
Interest rate 5.50%  
Totals note payables $ 3,809,742 3,885,328
Countryside MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Mar. 20, 2050  
Interest rate 5.50%  
Totals note payables $ 1,684,100 1,700,000
Evergreen MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Apr. 01, 2032  
Interest rate 3.99%  
Totals note payables $ 1,115,261 1,135,502
Golden Isles MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Mar. 31, 2026  
Interest rate 4.00%  
Totals note payables $ 787,500
Anderson MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Jul. 10, 2026  
Interest rate 5.21%  
Totals note payables $ 2,153,807
Capital View MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Sep. 10, 2026  
Interest rate 5.39%  
Totals note payables $ 817,064
Hidden Oaks MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Sep. 10, 2026  
Interest rate 5.33%  
Totals note payables $ 823,440
North Raleigh MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Nov. 01, 2026  
Interest rate 4.75%  
Totals note payables $ 5,304,409
Charlotte 3 Park MHP LLC (Dixie, Driftwood, Meadowbrook) [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date [1] Mar. 01, 2022  
Interest rate [1] 5.00%  
Totals note payables [1] $ 1,500,000
Carolinas 4 MHP LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Jan. 10, 2027  
Interest rate 5.30%  
Totals note payables $ 3,105,070  
Gvest Finance LLC (B&D homes) [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date May 01, 2024  
Interest rate 5.00%  
Totals note payables $ 657,357 694,640
Gvest Finance LLC (Countryside homes) [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Mar. 20, 2050  
Interest rate 5.50%  
Totals note payables $ 1,287,843 1,300,000
Gvest Finance LLC (Golden Isles homes) [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Mar. 31, 2036  
Interest rate 4.00%  
Totals note payables $ 787,500
Gvest Anderson Homes LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Jul. 10, 2026  
Interest rate 5.21%  
Totals note payables $ 2,006,193
Gvest Capital View Homes LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Sep. 10, 2026  
Interest rate 5.39%  
Totals note payables $ 342,936
Gvest Hidden Oaks Homes LLC [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Sep. 10, 2026  
Interest rate 5.33%  
Totals note payables $ 416,560
Gvest Carolinas 4 Homes LLC (Asheboro, Morganton) [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date Jan. 10, 2027  
Interest rate 5.30%  
Totals note payables $ 1,294,930  
PPP Loan - MHP [Member]    
Promissory Notes and Lines of Credit (Details) - Schedule of outstanding balance on these notes [Line Items]    
Maturity date May 01, 2022  
Interest rate 1.00%  
Totals note payables $ 139,300
[1] The Company repaid the Charlotte 3 Park MHP LLC note payable of $1,500,000 on March 1, 2022. See Note 10 for more details.
XML 60 R42.htm IDEA: XBRL DOCUMENT v3.22.1
Promissory Notes and Lines of Credit (Details) - Schedule of minimum annual principal payments of notes payable - Notes Payable [Member]
 12 Months Ended
Dec. 31, 2021
USD ($)
Promissory Notes and Lines of Credit (Details) - Schedule of minimum annual principal payments of notes payable [Line Items]  
2022 $ 2,414,963
2023 3,714,410
2024 3,337,901
2025 1,256,977
2026 18,341,237
Thereafter 29,892,646
Total minimum principal payments $ 58,958,133
XML 61 R43.htm IDEA: XBRL DOCUMENT v3.22.1
Stockholders' Equity (Details) - USD ($)
 12 Months Ended
Jun. 11, 2021
May 24, 2021
Nov. 01, 2019
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
May 08, 2019
Stockholders' Equity (Details) [Line Items]              
Dividends paid (in Dollars)       $ 579,303      
Preferred stock put option cost (in Dollars)       472,271      
Option value accretion (in Dollars)       758,551      
Designation, description     On November 1, 2019, the Company launched an offering under Regulation A of Section 3(6) of the Securities Act of 1933, as, amended (the “Securities Act”), for Tier 2 offerings, pursuant to which the Company offered up to 1,000,000 shares of Series B Preferred Stock at an offering price of $10.00 per share, for a maximum offering amount of $10,000,000.        
Aggregate sale of shares         231,532    
Accretion of put options (in Dollars)       1,332,878      
Preferred Stock issued and outstanding         641,254    
Paid dividends (in Dollars)       49,292      
Accrued dividends (in Dollars)       $ 26,960      
Redemptions limited percentage       4.00%      
Percentage of aggregate redemption price, description       ●11% if the redemption is requested on or before the first anniversary of the original issuance of such shares;   ● 8% if the redemption is requested after the first anniversary and on or before the second anniversary of the original issuance of such shares;     ● 5% if the redemption is requested after the second anniversary and on or before the third anniversary of the original issuance of such shares; and   ●after the third anniversary of the date of original issuance of shares to be redeemed, no redemption fee shall be subtracted from the redemption price.      
Redemption price include premium stated value       10.00%      
Common Stock, shares authorized       200,000,000 200,000,000    
Common stock, par value (in Dollars per share)       $ 0.01 $ 0.01    
Common Stock, shares issued       12,403,680 12,398,580    
Common stock shares outstanding       12,403,680 12,398,580    
Stock Issued for cash value (in Dollars)         $ 32,500    
Stock issued for cash shares       5,100 4,185    
Granted shares       706,175 656,175    
Shares issued         0    
Total stock option expense (in Dollars)       $ 66,015 $ 2,370    
Exercise price per share (in Dollars per share)       $ 0.01 $ 0.27    
Stock option expense (in Dollars)       $ 27,550      
Aggregate share of money options       706,175      
Aggregate intrinsic value (in Dollars)       $ 2,040,846      
Equity Incentive Plan [Member]              
Stockholders' Equity (Details) [Line Items]              
Remaining shares under plan       293,825      
Board Members [Member]              
Stockholders' Equity (Details) [Line Items]              
Stock Issued for service shares         50,000    
Equity Incentive Plan [Member]              
Stockholders' Equity (Details) [Line Items]              
Shares issued       50,000      
Total stock option expense (in Dollars)         $ 2,370    
Preferred Stock [Member]              
Stockholders' Equity (Details) [Line Items]              
Preferred stock shares, authorized       10,000,000      
Preferred stock par value (in Dollars per share)       $ 0.01      
Equity Incentive Plan [Member]              
Stockholders' Equity (Details) [Line Items]              
Granted shares       706,175      
Total stock option expense (in Dollars)       $ 66,015      
2019 Equity Incentive Plan [Member]              
Stockholders' Equity (Details) [Line Items]              
Exercise price per share (in Dollars per share)           $ 0.01  
2020 Equity Incentive Plan [Member]              
Stockholders' Equity (Details) [Line Items]              
Exercise price per share (in Dollars per share)           $ 0.27  
Series A Preferred Stock [Member]              
Stockholders' Equity (Details) [Line Items]              
Preferred stock shares, authorized       4,000,000 4,000,000    
Preferred stock par value (in Dollars per share)       $ 0.01 $ 0.01    
Preferred stock, designated shares             4,000,000
Cumulative dividends, per shares (in Dollars per share)       $ 0.017      
Dividend rate, percentage       8.00%      
Liquidation preference per share (in Dollars per share)       $ 2.5      
Dividends paid (in Dollars)       $ 384,864 $ 377,353    
Liquidation preference       2.5      
Conversion price (in Dollars per share)       $ 2.5      
Common Stock is greater than liquidation preference, per shares (in Dollars per share)       $ 2.5      
Preferred stock put option cost (in Dollars)         $ 472,500    
Preferred Stock, Outstanding       1,886,000      
Option value accretion (in Dollars)       $ 4,715,000      
Accretion of put options       1,126,771      
Preferred stock issued and outstanding         1,890,000    
Preferred stock balance (in Dollars)         $ 4,725,000    
Accretion of put options         656,500    
Preferred stock, shares offering       1,886,000 1,890,000    
Series B Preferred Stock [Member]              
Stockholders' Equity (Details) [Line Items]              
Preferred stock shares, authorized       1,000,000 1,000,000    
Preferred stock par value (in Dollars per share)       $ 0.01 $ 0.01    
Liquidation preference per share (in Dollars per share)       $ 10      
Dividends paid (in Dollars)         $ 433,790    
Option value accretion (in Dollars)         $ 567,217    
Accretion of put options       739,034      
Cumulative redeemable preferred stock           1,000,000  
Dividend rate and payment dates, description       Holders of Series B Preferred Stock will be entitled to receive cumulative dividends in the amount of $0.067 per share each month, which is equivalent to the annual rate of 8% of the $10.00 liquidation preference per share; provided that upon an event of default (generally defined as the Company’s failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall be increased to $0.083 per month, which is equivalent to the annual rate of 10% of the $10.00 liquidation preference per share.      
Offering bonus, description     In addition, the Company offered bonus shares to early investors in this offering, whereby the first 400 investors received, in addition to Series B Preferred Stock, 100 shares of Common Stock, regardless of the amount invested, for a total of 40,000 shares of Common Stock.        
Aggregate sale of shares       117,297 2,315,320    
Gross proceeds (in Dollars)       $ 1,172,970      
Net proceeds (in Dollars)       1,087,485      
Received net proceeds (in Dollars)         $ 2,151,250    
Net of commissions (in Dollars)       $ 7,185,716      
Net of commissions (in Dollars)         6,096,855    
Accretion of put options total (in Dollars)         $ 595,221    
Preferred stock, shares offering       758,551 641,254    
Series C Preferred Stock [Member]              
Stockholders' Equity (Details) [Line Items]              
Aggregate sale of shares       5,734.4      
Designated shares (in Dollars per share)   $ 47,000          
Initial stated value (in Dollars)       $ 1,000      
Description of dividends       Holders of Series C Preferred Stock are entitled to receive cumulative monthly cash dividends at a per annum rate of 7% of the stated value (or $5.83 per share each month based on the initial stated value).      
Preferred stock, shares offering 47,000            
Preferred stock per share (in Dollars per share) $ 1,000            
Maximum offering amount (in Dollars) $ 47,000,000            
Aggregate of shares       5,734,400      
Received net proceed (in Dollars)       $ 5,345,207      
Total gross proceeds (in Dollars)       $ 159,515      
Common Stock [Member]              
Stockholders' Equity (Details) [Line Items]              
Common Stock, shares authorized       200,000,000      
Common stock, par value (in Dollars per share)       $ 0.01      
Common Stock, shares issued       12,403,680 12,398,580    
Common stock shares outstanding       12,403,680 12,398,580    
Stock issued for cash shares         12,500    
Stock Issued for cash value (in Dollars)       $ 1,377      
XML 62 R44.htm IDEA: XBRL DOCUMENT v3.22.1
Stockholders' Equity (Details) - Schedule of stock options outstanding
 12 Months Ended
Dec. 31, 2021
$ / shares
shares
Schedule of stock options outstanding [Abstract]  
Number of options, outstanding beginning balance | shares 656,175
Weighted average exercise price (per share), outstanding beginning balance | $ / shares $ 0.01
Weighted average remaining contractual term (in years), outstanding beginning balance 7 years 8 months 12 days
Number of options, granted | shares 50,000
Weighted average exercise price (per share), granted | $ / shares $ 0.01
Weighted average remaining contractual term (in years), granted 9 years
Number of options, exercised | shares
Weighted average exercise price (per share), exercised | $ / shares
Weighted average remaining contractual term (in years), exercised
Number of options, forfeited / cancelled / expired | shares
Weighted average exercise price (per share), forfeited / cancelled / expired | $ / shares
Weighted average remaining contractual term (in years), forfeited / cancelled / expired
Number of options, outstanding ending balance | shares 706,175
Weighted average exercise price (per share), outstanding ending balance | $ / shares $ 0.01
Weighted average remaining contractual term (in years), outstanding ending balance 6 years 7 months 6 days
Number of options, exercisable | shares 672,842
Weighted average exercise price (per share), exercisable | $ / shares $ 0.01
Weighted average remaining contractual term (in years), exercisable 6 years 4 months 24 days
XML 63 R45.htm IDEA: XBRL DOCUMENT v3.22.1
Stockholders' Equity (Details) - Schedule of summarizes information concerning options outstanding - Strike Price Range 0.01 [Member] - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Stockholders' Equity (Details) - Schedule of summarizes information concerning options outstanding [Line Items]    
Strike Price Range $ 0.01  
Outstanding stock options (in Shares) 519,675  
Weighted average remaining contractual term (in years) 5 years 10 months 24 days  
Weighted average outstanding strike price $ 0.01  
Vested stock options (in Shares) 519,675  
Weighted average vested strike price $ 0.01  
Strike Price Range $ 0.01  
Outstanding stock options (in Shares) 136,500  
Weighted average remaining contractual term (in years) 8 years  
Weighted average outstanding strike price $ 0.01  
Vested stock options (in Shares) 136,500  
Weighted average vested strike price $ 0.01  
Strike Price Range $ 0.01  
Outstanding stock options (in Shares) 50,000  
Weighted average remaining contractual term (in years) 9 years  
Weighted average outstanding strike price $ 0.01  
Vested stock options (in Shares) 16,667  
Weighted average vested strike price $ 0.01  
Strike Price Range   $ 0.01
Outstanding stock options (in Shares)   519,675
Weighted average remaining contractual term (in years)   7 years
Weighted average outstanding strike price   $ 0.01
Vested stock options (in Shares)   519,675
Weighted average vested strike price   $ 0.01
Strike Price Range   $ 0.01
Outstanding stock options (in Shares)   136,500
Weighted average remaining contractual term (in years)   9 years
Weighted average outstanding strike price   $ 0.01
Vested stock options (in Shares)   45,500
Weighted average vested strike price   $ 0.01
XML 64 R46.htm IDEA: XBRL DOCUMENT v3.22.1
Stockholders' Equity (Details) - Schedule of stock option assumptions
 12 Months Ended
Dec. 31, 2021
Stockholders' Equity (Details) - Schedule of stock option assumptions [Line Items]  
Expected dividend yield 0.00%
Expected life of options (in years) 6 years 6 months
Minimum [Member]  
Stockholders' Equity (Details) - Schedule of stock option assumptions [Line Items]  
Risk-free interest rate 0.26%
Expected volatility 16.03%
Maximum [Member]  
Stockholders' Equity (Details) - Schedule of stock option assumptions [Line Items]  
Risk-free interest rate 1.40%
Expected volatility 273.98%
XML 65 R47.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Related Party Transactions [Abstract]    
Lease amount per month $ 12,000  
Rent expense paid 144,000 $ 48,000
Fees received 500,000 $ 370,000
Accrued fees $ 250,000  
XML 66 R48.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Details) - USD ($)
 1 Months Ended 12 Months Ended
Dec. 31, 2017
Dec. 31, 2021
Dec. 31, 2020
Jan. 01, 2018
Income Tax Disclosure [Abstract]        
Marginal rate       35.00%
Flat rate       21.00%
Percentage of net operating losses 80.00% 100.00% 80.00%  
Percentage of bonus depreciation deduction   100.00%    
Federal statutory tax rate   21.00% 21.00%  
Net operating loss carryforwards (in Dollars)   $ 19,257,499 $ 18,446,935  
Change in valuation allowance, description   The change in the valuation allowance for the years ended December 31, 2021 and 2020 was $1,352,630 and $2,364,875, respectively.    
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Income Taxes (Details) - Schedule of current income tax benefit - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Schedule of current income tax benefit [Abstract]    
Statutory rate applied to income (loss) before income taxes $ (383,885) $ (1,068,482)
Increase (decrease) in income taxes results from:    
VIE income 112,958 451,876
Change in valuation allowance (1,352,630) 2,364,876
Provision to return true up $ 1,623,557 (1,748,270)
Income tax expense (benefit)  
XML 68 R50.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Details) - Schedule of federal statutory corporate tax rate and provision for actual income tax
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Schedule of federal statutory corporate tax rate and provision for actual income tax [Abstract]    
Income tax benefit at 21.00% 21.00%
Income tax benefit - State 3.62% 3.63%
VIE income (7.25%) (10.42%)
Change in valuation allowance 86.77% 26.09%
Provision to return true up (104.14%) (40.30%)
Income tax expense (benefit) 0.00% 0.00%
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Income Taxes (Details) - Schedule of net deferred tax assets - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Deferred tax liabilities:    
Depreciation $ (2,431,793) $ (761,455)
Amortization expense (14,372) (269,076)
Other (584) (584)
Deferred tax assets:    
Operating loss carryforwards 4,251,516 4,188,512
Gross deferred tax assets 1,804,767 3,157,397
Valuation allowance (1,804,767) (3,157,397)
Net deferred income tax asset
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Subsequent Events (Details)
 12 Months Ended
Mar. 01, 2022
USD ($)
Nov. 11, 2021
USD ($)
m²
Dec. 31, 2021
USD ($)
shares
Feb. 28, 2022
USD ($)
Feb. 25, 2022
USD ($)
m²
Feb. 10, 2022
USD ($)
m²
Jan. 31, 2022
USD ($)
Jan. 19, 2022
USD ($)
m²
Nov. 03, 2021
USD ($)
m²
Subsequent Events (Details) [Line Items]                  
Net proceeds     $ 4,004,109            
Number of lots   85              
Number of homes   61       51      
Number of acres (in Square Meters) | m²   45             15.09
Total purchase price   $ 3,050,000     $ 1,700,000       $ 2,200,000
Number of sites           51      
Subsequent event, description     Interest on the disbursed and unpaid principal balance accrues as follows: (a) from the date funds are first disbursed at a rate of 5.37% per annum, interest only for the first thirty-six months, and (b) on February 10, 2025, interest on the disbursed and unpaid principal balance accrues at a rate 5.21% per annum until maturity. Interest is calculated on the basis of a 360-day year and the actual number of calendar days elapsed. Payments began on March 10, 2022 and continue the 10th of every month until maturity on February 10, 2027. Sunnyland MHP LLC may prepay the note in part or in full at any time if it pays a prepayment premium calculated in accordance with the loan agreement.             
Subsequent Event [Member]                  
Subsequent Events (Details) [Line Items]                  
Number of homes               28  
Number of acres (in Square Meters) | m²         11 9   17  
Total purchase price           $ 3,050,000   $ 2,000,000  
Number of sites         39     72  
Principal amount             $ 1,760,000    
Borrowed amount       $ 700,000          
Note payable $ 1,500,000                
Georgia [Member]                  
Subsequent Events (Details) [Line Items]                  
Number of acres (in Square Meters) | m²                 18.57
Number of sites                 73
Series C Preferred Stock [Member]                  
Subsequent Events (Details) [Line Items]                  
Aggregate of shares (in Shares) | shares     4,291            
Total gross proceeds     $ 4,289,440            
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PROPERTIES INC. 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(the “Company”) is a Nevada corporation whose principal activities are to acquire, own, and operate manufactured housing communities.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Basis of Presentation</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company prepares its consolidated financial statements under the accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (“GAAP”).</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Principles of Consolidation</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest and any other entities in which the Company has a controlling financial interest. The Company consolidates variable interest entities (“VIEs”) where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s formation of all subsidiaries and VIE’s date of consolidation are as follows:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Name of Subsidiary</b></span></td> <td style="vertical-align: bottom; text-align: center"> </td> <td style="border-bottom: black 1.5pt solid; 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width: 1%"> </td> <td style="vertical-align: top; width: 24%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 12, 2016</span></td> <td style="vertical-align: top; width: 1%; text-align: center"> </td> <td style="vertical-align: bottom; width: 15%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Azalea MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 25, 2017</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; 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text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Hunt Club MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">March 8, 2019</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">B&amp;D MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; 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text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Springlake MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Georgia</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 10, 2019</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">ARC MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">November 13, 2019</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Countryside MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">March 12, 2020</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Evergreen MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Tennessee</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">March 17, 2020</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Golden Isles MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Georgia</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">March 16, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Anderson MHP LLC</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">June 2, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Capital View MHP LLC</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">August 6, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Hidden Oaks MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">August 6, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Raleigh MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">September 16, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Carolinas 4 MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">November 30, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Charlotte 3 Park MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 10, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Finance LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 11, 2018</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Homes I LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">November 9, 2020</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Brainerd Place LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">February 24, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Bull Creek LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">April 13,2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Anderson Homes LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">June 22, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Capital View Homes LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">August 6, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Hidden Oaks Homes LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">August 6, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Springlake Homes LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">September 24, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Carolinas 4 Homes LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">November 13, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Revenue Recognition</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Mobile home rental and related income is generated from lease agreements for our sites and homes. The lease component of these agreements is accounted for under Topic 842 of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for leases.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Under ASC 842, the Company must assess on an individual lease basis whether it is probable that we will collect the future lease payments. The Company considers the tenant’s payment history and current credit status when assessing collectability. When collectability is not deemed probable, the Company will write-off the tenant’s receivables, including straight-line rent receivable, and limit lease income to cash received.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s revenues primarily consist of rental revenues and fee and other income. The Company has the following revenue sources and revenue recognition policies:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 0.25in"> </td> <td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Rental revenues include revenues from the leasing of land lot or a combination of both, the mobile home and land at our properties to tenants.</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 48px; font-size: 10pt"> </td> <td style="width: 24px; font-size: 10pt"><span style="font-size: 10pt">○</span></td> <td style="font-size: 10pt; text-align: justify"><span style="font-size: 10pt">Revenues from the leasing of land lot or a combination of both, the mobile home and land at the Company’s properties to tenants include (i) lease components, including land lot or a combination of both, the mobile home and land, and (ii) reimbursement of utilities and account for the components as a single lease component in accordance with ASC 842.</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 48px"> </td> <td style="width: 24px"><span style="font-size: 10pt">○</span></td> <td style="text-align: justify"><span style="font-size: 10pt">Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease. The Company commences rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of utilities are generally recognized in the same period as the related expenses are incurred. The Company’s leases are month-to-month.</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Accounts Receivable</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Accounts receivable consist primarily of amounts currently due from residents. Accounts receivables are reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for losses. The Company records an allowance for bad debt when receivables are over 90 days old.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Acquisitions</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for acquisitions as asset acquisitions in accordance with ASC 805, “Business Combinations,” and 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 internal evaluation as well as third-party appraisal of the property obtained in conjunction with the purchase.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Variable Interest Entities</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In December 2020, the Company entered into a property management agreement with Gvest Finance LLC, a company owned and controlled by the Company’s parent company, Gvest Real Estate Capital LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, and has subsequently entered into property management agreements with Gvest Homes I LLC<span>, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC</span>, which are wholly owned subsidiaries of Gvest Finance LLC. Under the property management agreements, the Company manages the homes owned by the VIEs and the VIEs remit to the Company all income, less any sums paid out for debt service plus 5% of the debt service payment.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>Additionally, during 2021, the Company formed two entities, Brainerd Place LLC and Bull Creek LLC, for the purpose of exploring opportunities to develop mobile home communities. The Company owns 49% of these entities and Gvest Real Estate LLC, an entity whose sole owner is Raymond M. Gee, owns 51%. The Company also executed operating agreements with these entities which designate Gvest Capital Management LLC, a company owned and controlled by Gvest Real Estate Capital LLC, as manager with the authority, power, and discretion to manage and control the entities’ business decisions. The operating agreements require the Company to make cash contributions to the entities to fund their activities, operations, and existence, if the Company approves the contribution requests from the manager, which ultimately provides the Company with power to direct the economically significant activities of these entities.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>A company with interests in a VIE must consolidate the entity if the company is deemed to be the primary beneficiary of the VIE; that is, if it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Such a determination requires management to evaluate circumstances and relationships that may be difficult to understand and to make a significant judgment, and to repeat the evaluation at each subsequent reporting date. Primarily due to the Company’s common ownership by Mr. Gee, its power to direct the activities of these entities that most significantly impact their economic performance, and the fact that the Company has the obligation to absorb losses or the right to receive benefits from these entities that could potentially be significant to these entities, the entities listed above are considered to be VIEs in accordance applicable GAAP. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Net Income (Loss) Per Share</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding, including vested stock options during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. For the year ended December 31, 2021, the potentially dilutive penny options for the purchase of 656,175 shares of Common Stock were included in basic loss per share. Total dilutive securities outstanding as of December 31, 2021 totaled 50,000 stock options, 1,886,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Stock for a total of 1,866,000 shares, which are not included in dilutive loss per share as the effect would be anti-dilutive. For the year ended December 31, 2020, the potentially dilutive penny options for the purchase of 519,675 shares of Common Stock were included in basic loss per share. Total dilutive securities outstanding as of December 31, 2020 totaled 136,500 stock options, 1,890,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Shares for a total of 1,890,000, which are not included in dilutive loss per share as the effect would be anti-dilutive.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Use of Estimates</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Investment Property and Depreciation</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Investment property, including property and equipment, is carried at cost. Depreciation for Sites and Building is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 15 to 25 years). Depreciation of Improvements to Sites and Buildings, Rental Homes and Equipment and Vehicles is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 3 to 25 years). 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 expense as incurred and improvements are capitalized. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statement and any gain or loss is reflected in the current period’s results of operations.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Impairment Policy</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company applies FASB ASC 360-10, “Property, Plant &amp; Equipment,” 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 the carrying value under 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. After the date we determine that a property is held for disposition, depreciation expense is not recorded. There was no impairment during the years ended December 31, 2021 and 2020.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Cash and Cash Equivalents</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company maintains cash balances at banks and deposits at times may exceed federally insured limits. Management believes that the financial institutions that hold the Company’s cash are financially secure and, accordingly, minimal credit risk exists. At December 31, 2021 and 2020, the Company had approximately $763,000 and $641,000 above the FDIC-insured limit, respectively, including restricted cash held for tenant security deposits of $705,195 and $339,152, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Stock Based Compensation</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">All stock based payments to employees, nonemployee consultants, and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period in accordance with FASB ASC Topic 718. Stock based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are nonforfeitable the measurement date is the date the award is issued. The Company recorded stock option expense of $66,015 and $2,370 during the years ended December 31, 2021 and 2020, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Fair Value of Financial Instruments</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Most of the Company’s financial assets do not have a quoted market value. Therefore, estimates of fair value are necessarily based on a number of significant assumptions (many of which involve events outside the control of management). Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties, future expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent estimates only and, therefore, cannot be compared to the historical accounting model. Use of different assumptions or methodologies is likely to result in significantly different fair value estimates.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The fair value of cash and cash equivalents, accounts receivables, and accounts payable approximates their current carrying amounts since all such items are short-term in nature. The fair value of variable and fixed rate mortgages payable and lines of credit approximate their current carrying amounts on the balance sheet since such amounts payable are at approximately a weighted average current market rate of interest.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Reclassifications</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">Certain amounts in the prior period presentation have been reclassified to conform with the current presentation. For the year ended December 31, 2020, the Company reclassed approximately $7,000 from buildings to breakout separately as construction in process on the balance sheet to enable comparison to the current period.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Income Taxes</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company recognizes interest and penalties, if any, with income tax expense in the accompanying consolidated statement of operations. As of December 31, 2021, and December 31, 2020, there were no such accrued interest or penalties.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Recent Accounting Pronouncements</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2022. The Company is currently evaluating the potential impact this standard may have on the consolidated financial statements.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">In May 2020, the Securities and Exchange Commission adopted amendments to the financial disclosure requirements in Regulation S-X relating to the acquisition and disposition of businesses by registrants. The amendments, including Rule 3-05, Financial Statements of Businesses Acquired or to Be Acquired; Rule 3-14, Special Instructions for Real Estate Operations to Be Acquired; and Article 11, Pro Forma Financial Information, focus on the financial information required to be disclosed in connection with the acquisition and disposition of businesses, real estate operations, and investment companies and generally increased the thresholds at which acquisitions are deemed significant and require additional disclosures. The amendments are effective for fiscal years beginning after December 31, 2020. The Company has evaluated the impact this standard had on the consolidated financial statements and determined that it had no impact on the consolidated financial statements. However, the Company will integrate these amendments in evaluating the significance and required additional disclosures upon acquisitions in future periods as necessary.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Impact of Coronavirus Pandemic</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. On March 11, 2020, the World Health Organization declared the outbreak a pandemic, and on March 13, 2020, the United States declared a national emergency.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">Some states and cities, including some where the Company’s properties are located, have reacted by instituting quarantines, restrictions on travel, “stay at home” rules and restrictions on the types of businesses that may continue to operate and in what capacity, as well as guidance in response to the pandemic and the need to contain it.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">The rules and restrictions put in place have had a negative impact on the economy and business activity and may adversely impact the ability of the Company’s tenants, many of whom may be restricted in their ability to work, to pay their rent as and when due. In addition, the Company’s property managers may be limited in their ability to properly maintain the Company’s properties. Enforcing the Company’s rights as landlord against tenants who fail to pay rent or otherwise do not comply with the terms of their leases may not be possible as many jurisdictions, including those where are properties are located, have established rules and/or regulations preventing the Company from evicting tenants for certain periods in response to the pandemic. If the Company is unable to enforce its rights as landlords, its business would be materially affected</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">If the current pace of the pandemic does not continue to slow and the spread of the virus is not contained, the Company’s business operations could be further delayed or interrupted. The Company expects that government and health authorities may announce new or extend existing restrictions, which could require the Company to make further adjustments to its operations in order to comply with any such restrictions. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect the Company’s ability to operate its business and result in additional costs.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">The extent to which the pandemic may impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic, and capital markets environment present material uncertainty and risk with respect to the Company’s performance, financial condition, results of operations and cash flows. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Organization</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Manufactured Housing Properties Inc. (the “Company”) is a Nevada corporation whose principal activities are to acquire, own, and operate manufactured housing communities.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Basis of Presentation</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company prepares its consolidated financial statements under the accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (“GAAP”).</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Principles of Consolidation</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest and any other entities in which the Company has a controlling financial interest. The Company consolidates variable interest entities (“VIEs”) where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s formation of all subsidiaries and VIE’s date of consolidation are as follows:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Name of Subsidiary</b></span></td> <td style="vertical-align: bottom; text-align: center"> </td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>State of Formation</b></span></td> <td style="vertical-align: top"> </td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Date of Formation</b></span></td> <td style="vertical-align: bottom; text-align: center"> </td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Ownership</b></span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top; width: 34%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pecan Grove MHP LLC</span></td> <td style="vertical-align: bottom; width: 1%"> </td> <td style="vertical-align: top; width: 24%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top; width: 1%"> </td> <td style="vertical-align: top; width: 24%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 12, 2016</span></td> <td style="vertical-align: top; width: 1%; text-align: center"> </td> <td style="vertical-align: bottom; width: 15%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Azalea MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 25, 2017</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Holly Faye MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 25, 2017</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Chatham Pines MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 31, 2017</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Maple Hills MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 31, 2017</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Lakeview MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">November 1, 2017</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">MHP Pursuits LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">January 31, 2019</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Mobile Home Rentals LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">September 30, 2016</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Hunt Club MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">March 8, 2019</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">B&amp;D MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">April 4, 2019</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Crestview MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">June 28, 2019</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Springlake MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Georgia</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 10, 2019</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">ARC MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">November 13, 2019</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Countryside MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">March 12, 2020</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Evergreen MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Tennessee</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">March 17, 2020</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Golden Isles MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Georgia</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">March 16, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Anderson MHP LLC</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">June 2, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Capital View MHP LLC</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">August 6, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Hidden Oaks MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">August 6, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Raleigh MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">September 16, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Carolinas 4 MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">November 30, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Charlotte 3 Park MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 10, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Finance LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 11, 2018</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Homes I LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">November 9, 2020</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Brainerd Place LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">February 24, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Bull Creek LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">April 13,2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Anderson Homes LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">June 22, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Capital View Homes LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">August 6, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Hidden Oaks Homes LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">August 6, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Springlake Homes LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">September 24, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Carolinas 4 Homes LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">November 13, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>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.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Name of Subsidiary</b></span></td> <td style="vertical-align: bottom; text-align: center"> </td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>State of Formation</b></span></td> <td style="vertical-align: top"> </td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Date of Formation</b></span></td> <td style="vertical-align: bottom; text-align: center"> </td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Ownership</b></span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top; width: 34%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pecan Grove MHP LLC</span></td> <td style="vertical-align: bottom; width: 1%"> </td> <td style="vertical-align: top; width: 24%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top; width: 1%"> </td> <td style="vertical-align: top; width: 24%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 12, 2016</span></td> <td style="vertical-align: top; width: 1%; text-align: center"> </td> <td style="vertical-align: bottom; width: 15%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Azalea MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 25, 2017</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Holly Faye MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 25, 2017</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Chatham Pines MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 31, 2017</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Maple Hills MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 31, 2017</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Lakeview MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">November 1, 2017</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">MHP Pursuits LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">January 31, 2019</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Mobile Home Rentals LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">September 30, 2016</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Hunt Club MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">March 8, 2019</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">B&amp;D MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">April 4, 2019</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Crestview MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">June 28, 2019</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Springlake MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Georgia</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">October 10, 2019</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">ARC MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">November 13, 2019</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Countryside MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">March 12, 2020</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Evergreen MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Tennessee</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">March 17, 2020</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Golden Isles MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Georgia</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">March 16, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Anderson MHP LLC</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">June 2, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Capital View MHP LLC</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">  </span></td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">August 6, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Hidden Oaks MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">South Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">August 6, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Raleigh MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">September 16, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Carolinas 4 MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">November 30, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Charlotte 3 Park MHP LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 10, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100%</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Finance LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North Carolina</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 11, 2018</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Homes I LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">November 9, 2020</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Brainerd Place LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">February 24, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Bull Creek LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">April 13,2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Anderson Homes LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">June 22, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Capital View Homes LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">August 6, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Hidden Oaks Homes LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">August 6, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Springlake Homes LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">September 24, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> <tr style="background-color: rgb(204,238,255)"> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Gvest Carolinas 4 Homes LLC</span></td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Delaware</span></td> <td style="vertical-align: top"> </td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">November 13, 2021</span></td> <td style="vertical-align: top; text-align: center"> </td> <td style="vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">VIE</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> Pecan Grove MHP LLC North Carolina October 12, 2016 1 Azalea MHP LLC North Carolina October 25, 2017 1 Holly Faye MHP LLC North Carolina October 25, 2017 1 Chatham Pines MHP LLC North Carolina October 31, 2017 1 Maple Hills MHP LLC North Carolina October 31, 2017 1 Lakeview MHP LLC South Carolina November 1, 2017 1 MHP Pursuits LLC North Carolina January 31, 2019 1 Mobile Home Rentals LLC North Carolina September 30, 2016 1 Hunt Club MHP LLC South Carolina March 8, 2019 1 B&D MHP LLC South Carolina April 4, 2019 1 Crestview MHP LLC North Carolina June 28, 2019 1 Springlake MHP LLC Georgia October 10, 2019 1 ARC MHP LLC South Carolina November 13, 2019 1 Countryside MHP LLC South Carolina March 12, 2020 1 Evergreen MHP LLC Tennessee March 17, 2020 1 Golden Isles MHP LLC Georgia March 16, 2021 1 Anderson MHP LLC South Carolina June 2, 2021 1 Capital View MHP LLC South Carolina August 6, 2021 1 Hidden Oaks MHP LLC South Carolina August 6, 2021 1 North Raleigh MHP LLC North Carolina September 16, 2021 1 Carolinas 4 MHP LLC North Carolina November 30, 2021 1 Charlotte 3 Park MHP LLC North Carolina December 10, 2021 1 Gvest Finance LLC North Carolina December 11, 2018 VIE Gvest Homes I LLC Delaware November 9, 2020 VIE Brainerd Place LLC Delaware February 24, 2021 VIE Bull Creek LLC Delaware April 13,2021 VIE Gvest Anderson Homes LLC Delaware June 22, 2021 VIE Gvest Capital View Homes LLC Delaware August 6, 2021 VIE Gvest Hidden Oaks Homes LLC Delaware August 6, 2021 VIE Gvest Springlake Homes LLC Delaware September 24, 2021 VIE Gvest Carolinas 4 Homes LLC Delaware November 13, 2021 VIE <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Revenue Recognition</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Mobile home rental and related income is generated from lease agreements for our sites and homes. The lease component of these agreements is accounted for under Topic 842 of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for leases.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Under ASC 842, the Company must assess on an individual lease basis whether it is probable that we will collect the future lease payments. The Company considers the tenant’s payment history and current credit status when assessing collectability. When collectability is not deemed probable, the Company will write-off the tenant’s receivables, including straight-line rent receivable, and limit lease income to cash received.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s revenues primarily consist of rental revenues and fee and other income. The Company has the following revenue sources and revenue recognition policies:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 0.25in"> </td> <td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Rental revenues include revenues from the leasing of land lot or a combination of both, the mobile home and land at our properties to tenants.</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 48px; font-size: 10pt"> </td> <td style="width: 24px; font-size: 10pt"><span style="font-size: 10pt">○</span></td> <td style="font-size: 10pt; text-align: justify"><span style="font-size: 10pt">Revenues from the leasing of land lot or a combination of both, the mobile home and land at the Company’s properties to tenants include (i) lease components, including land lot or a combination of both, the mobile home and land, and (ii) reimbursement of utilities and account for the components as a single lease component in accordance with ASC 842.</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 48px"> </td> <td style="width: 24px"><span style="font-size: 10pt">○</span></td> <td style="text-align: justify"><span style="font-size: 10pt">Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease. The Company commences rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of utilities are generally recognized in the same period as the related expenses are incurred. The Company’s leases are month-to-month.</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Accounts Receivable</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Accounts receivable consist primarily of amounts currently due from residents. Accounts receivables are reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for losses. The Company records an allowance for bad debt when receivables are over 90 days old.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Acquisitions</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for acquisitions as asset acquisitions in accordance with ASC 805, “Business Combinations,” and 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 internal evaluation as well as third-party appraisal of the property obtained in conjunction with the purchase.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Variable Interest Entities</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In December 2020, the Company entered into a property management agreement with Gvest Finance LLC, a company owned and controlled by the Company’s parent company, Gvest Real Estate Capital LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, and has subsequently entered into property management agreements with Gvest Homes I LLC<span>, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC</span>, which are wholly owned subsidiaries of Gvest Finance LLC. Under the property management agreements, the Company manages the homes owned by the VIEs and the VIEs remit to the Company all income, less any sums paid out for debt service plus 5% of the debt service payment.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>Additionally, during 2021, the Company formed two entities, Brainerd Place LLC and Bull Creek LLC, for the purpose of exploring opportunities to develop mobile home communities. The Company owns 49% of these entities and Gvest Real Estate LLC, an entity whose sole owner is Raymond M. Gee, owns 51%. The Company also executed operating agreements with these entities which designate Gvest Capital Management LLC, a company owned and controlled by Gvest Real Estate Capital LLC, as manager with the authority, power, and discretion to manage and control the entities’ business decisions. The operating agreements require the Company to make cash contributions to the entities to fund their activities, operations, and existence, if the Company approves the contribution requests from the manager, which ultimately provides the Company with power to direct the economically significant activities of these entities.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>A company with interests in a VIE must consolidate the entity if the company is deemed to be the primary beneficiary of the VIE; that is, if it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Such a determination requires management to evaluate circumstances and relationships that may be difficult to understand and to make a significant judgment, and to repeat the evaluation at each subsequent reporting date. Primarily due to the Company’s common ownership by Mr. Gee, its power to direct the activities of these entities that most significantly impact their economic performance, and the fact that the Company has the obligation to absorb losses or the right to receive benefits from these entities that could potentially be significant to these entities, the entities listed above are considered to be VIEs in accordance applicable GAAP. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 0.05 0.49 0.51 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Net Income (Loss) Per Share</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding, including vested stock options during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. For the year ended December 31, 2021, the potentially dilutive penny options for the purchase of 656,175 shares of Common Stock were included in basic loss per share. Total dilutive securities outstanding as of December 31, 2021 totaled 50,000 stock options, 1,886,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Stock for a total of 1,866,000 shares, which are not included in dilutive loss per share as the effect would be anti-dilutive. For the year ended December 31, 2020, the potentially dilutive penny options for the purchase of 519,675 shares of Common Stock were included in basic loss per share. Total dilutive securities outstanding as of December 31, 2020 totaled 136,500 stock options, 1,890,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Shares for a total of 1,890,000, which are not included in dilutive loss per share as the effect would be anti-dilutive.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 656175 50000 1886000 1866000 519675 136500 1890000 1890000 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Use of Estimates</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Investment Property and Depreciation</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Investment property, including property and equipment, is carried at cost. Depreciation for Sites and Building is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 15 to 25 years). Depreciation of Improvements to Sites and Buildings, Rental Homes and Equipment and Vehicles is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 3 to 25 years). 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 expense as incurred and improvements are capitalized. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statement and any gain or loss is reflected in the current period’s results of operations.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> P15Y P25Y P3Y P25Y <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Impairment Policy</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company applies FASB ASC 360-10, “Property, Plant &amp; Equipment,” 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 the carrying value under 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. After the date we determine that a property is held for disposition, depreciation expense is not recorded. There was no impairment during the years ended December 31, 2021 and 2020.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Cash and Cash Equivalents</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company maintains cash balances at banks and deposits at times may exceed federally insured limits. Management believes that the financial institutions that hold the Company’s cash are financially secure and, accordingly, minimal credit risk exists. At December 31, 2021 and 2020, the Company had approximately $763,000 and $641,000 above the FDIC-insured limit, respectively, including restricted cash held for tenant security deposits of $705,195 and $339,152, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 763000 641000 705195 339152 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Stock Based Compensation</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">All stock based payments to employees, nonemployee consultants, and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period in accordance with FASB ASC Topic 718. Stock based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are nonforfeitable the measurement date is the date the award is issued. The Company recorded stock option expense of $66,015 and $2,370 during the years ended December 31, 2021 and 2020, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 66015 2370 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Fair Value of Financial Instruments</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Most of the Company’s financial assets do not have a quoted market value. Therefore, estimates of fair value are necessarily based on a number of significant assumptions (many of which involve events outside the control of management). Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties, future expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent estimates only and, therefore, cannot be compared to the historical accounting model. Use of different assumptions or methodologies is likely to result in significantly different fair value estimates.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The fair value of cash and cash equivalents, accounts receivables, and accounts payable approximates their current carrying amounts since all such items are short-term in nature. The fair value of variable and fixed rate mortgages payable and lines of credit approximate their current carrying amounts on the balance sheet since such amounts payable are at approximately a weighted average current market rate of interest.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Reclassifications</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">Certain amounts in the prior period presentation have been reclassified to conform with the current presentation. For the year ended December 31, 2020, the Company reclassed approximately $7,000 from buildings to breakout separately as construction in process on the balance sheet to enable comparison to the current period.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 7000 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Income Taxes</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company recognizes interest and penalties, if any, with income tax expense in the accompanying consolidated statement of operations. As of December 31, 2021, and December 31, 2020, there were no such accrued interest or penalties.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 0.50 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Recent Accounting Pronouncements</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2022. The Company is currently evaluating the potential impact this standard may have on the consolidated financial statements.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">In May 2020, the Securities and Exchange Commission adopted amendments to the financial disclosure requirements in Regulation S-X relating to the acquisition and disposition of businesses by registrants. The amendments, including Rule 3-05, Financial Statements of Businesses Acquired or to Be Acquired; Rule 3-14, Special Instructions for Real Estate Operations to Be Acquired; and Article 11, Pro Forma Financial Information, focus on the financial information required to be disclosed in connection with the acquisition and disposition of businesses, real estate operations, and investment companies and generally increased the thresholds at which acquisitions are deemed significant and require additional disclosures. The amendments are effective for fiscal years beginning after December 31, 2020. The Company has evaluated the impact this standard had on the consolidated financial statements and determined that it had no impact on the consolidated financial statements. However, the Company will integrate these amendments in evaluating the significance and required additional disclosures upon acquisitions in future periods as necessary.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Impact of Coronavirus Pandemic</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. On March 11, 2020, the World Health Organization declared the outbreak a pandemic, and on March 13, 2020, the United States declared a national emergency.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">Some states and cities, including some where the Company’s properties are located, have reacted by instituting quarantines, restrictions on travel, “stay at home” rules and restrictions on the types of businesses that may continue to operate and in what capacity, as well as guidance in response to the pandemic and the need to contain it.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">The rules and restrictions put in place have had a negative impact on the economy and business activity and may adversely impact the ability of the Company’s tenants, many of whom may be restricted in their ability to work, to pay their rent as and when due. In addition, the Company’s property managers may be limited in their ability to properly maintain the Company’s properties. Enforcing the Company’s rights as landlord against tenants who fail to pay rent or otherwise do not comply with the terms of their leases may not be possible as many jurisdictions, including those where are properties are located, have established rules and/or regulations preventing the Company from evicting tenants for certain periods in response to the pandemic. If the Company is unable to enforce its rights as landlords, its business would be materially affected</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">If the current pace of the pandemic does not continue to slow and the spread of the virus is not contained, the Company’s business operations could be further delayed or interrupted. The Company expects that government and health authorities may announce new or extend existing restrictions, which could require the Company to make further adjustments to its operations in order to comply with any such restrictions. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect the Company’s ability to operate its business and result in additional costs.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">The extent to which the pandemic may impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic, and capital markets environment present material uncertainty and risk with respect to the Company’s performance, financial condition, results of operations and cash flows. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">NOTE 2 – REVISION OF PRIOR YEAR IMMATERIAL MISSTATEMENT</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Immaterial Misstatement – Springlake Purchase Price Allocation</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2021, the Company identified an error in the allocation of the purchase price of its Springlake community acquired in November 2019 that overstated the value of buildings and understated the value of land improvements and land on the balance sheet.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company assessed the materiality of this error considering both qualitative and quantitative factors and determined that for the quarters ended December 31, 2019 through September 30, 2021, the error was material to the individual line items on the balance sheet, but immaterial to the balance sheet in total since the correction only requires a reclassification.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company determined that for the quarters ended December 31, 2019 through September 30, 2021, the error was immaterial to the consolidated statement of operations, consolidated statement of changes in deficit, and consolidated statement of cash flows, so the impact to these statements is not presented below.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company has decided to correct this error as a revision to its previously issued consolidated balance sheet for the quarters ended December 31, 2019 through September 30, 2021. To correct this error, the Company reclassified $1,105,863 from buildings to land improvements and $476,787 from buildings to land in accordance with a third-party appraisal of the property.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Immaterial Misstatement – 2020 Homes Sale to Gvest VIEs</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2021, the Company identified an error in the recording of the December 2020 related party sale of mobile homes to Gvest Finance LLC and Gvest Homes I LLC. The Company recorded the sale of all 364 park owned homes within the ARC, Countryside, Crestview, and Maple communities, but only 305 park owned homes were sold. The Company retained ownership of the remaining homes located within the ARC, Crestview, and Maple communities.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company assessed the materiality of this error considering both qualitative and quantitative factors and determined that for the year ended December 31 2020, the error was immaterial to the consolidated balance sheet, and consolidated statement of changes in deficit in total, but material to the amounts attributable to VIEs versus attributable to Manufactured Housing Properties Inc.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company has decided to correct this error as a revision to its previously issued consolidated balance sheet and statement of changes in deficit for the year and quarters ended December 31, 2020 through September 30, 2021 and has reclassified $869,481 from accumulated Manufactured Housing Properties Inc. deficit instead to non-controlling interest in VIE.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company determined for the quarters ended December 31, 2020 through September 30, 2021, the error was immaterial to the consolidated statement of operations. The consolidated statement of cash flows is not presented because there is no impact on total cash flows from operating, investing, or financing activities from this error.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The tables below present the impacts of the revisions in the Company’s consolidated financial statements.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Consolidated Balance Sheets </i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; padding-left: 0.125in; text-indent: -0.125in; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31, 2019</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">March 31, <br/> 2020</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">June 30, <br/> 2020</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">September 30, <br/> 2020</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31, 2020</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">March 31, <br/> 2021</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">June 30, <br/> 2021</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">September 30, <br/> 2021</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0.125in; text-indent: -0.125in; font-weight: bold">As Previously Reported:</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; width: 20%">Land</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">10,885,938</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">12,094,338</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">11,378,818</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">11,378,818</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">11,293,818</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">12,343,818</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">12,343,818</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">15,293,818</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Land Improvements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">17,466,801</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">20,286,401</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">21,845,771</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">22,007,126</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">20,924,112</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">21,506,262</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">21,580,874</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">24,107,172</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in">Buildings</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,067,520</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,396,472</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6,791,371</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,048,699</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8,026,993</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,025,775</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,586,461</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">12,735,309</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">Construction in Process</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-65">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-66">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-67">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-68">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-69">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-70">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-71">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,897,258</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Total Investment Property</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">35,420,259</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">39,777,211</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">40,015,960</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">40,434,643</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">40,244,923</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">42,875,855</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">43,511,153</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">54,033,557</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">Accumulated MHPC Deficit</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,840,085</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,194,251</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,440,913</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,497,737</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,443,675</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,857,951</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(5,044,928</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,621,293</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Total MHPC Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,956,875</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,741,871</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,444,310</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,932,523</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,372,270</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,314,063</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,004,003</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,137,732</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">NCI in VIE</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">25,707</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">21,257</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">26,030</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">40,303</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">450,206</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">497,662</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">586,010</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">39,504</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Total Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,931,168</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,720,614</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,418,280</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,892,220</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,922,064</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,816,401</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,417,993</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,098,228</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; font-weight: bold">Adjustments:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in">Land</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">476,787</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">476,787</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">476,787</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">476,787</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">476,787</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">476,787</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">476,787</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">476,787</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Land Improvements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,105,863</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,105,863</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,105,863</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,105,863</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,105,863</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,105,863</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,105,863</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,105,863</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in">Buildings</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,582,650</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,582,650</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,582,650</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,582,650</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,582,650</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,582,650</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,582,650</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,582,650</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">Construction in Process</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-72">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-73">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-74">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-75">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-76">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-77">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-78">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Total Investment Property</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-79">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-80">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-81">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-82">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-83">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-84">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-85">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-86">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">Accumulated MHPC Deficit</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-87">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-88">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-89">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-90">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Total MHPC Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-91">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-92">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-93">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-94">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">NCI in VIE</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-95">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-96">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-97">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-98">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(869,481</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(869,481</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(869,481</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(869,481</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Total Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-99">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-100">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-101">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-102">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-103">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-104">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-105">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-106">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; font-weight: bold">As Revised:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in">Land</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">11,362,725</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">12,571,125</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">11,855,605</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">11,855,605</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">11,770,605</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">12,820,605</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">12,820,605</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">15,770,605</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Land Improvements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">18,572,664</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">21,392,264</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">22,951,264</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">23,112,989</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">22,029,975</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">22,612,125</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">22,686,737</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">25,213,035</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in">Buildings</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,484,870</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,813,822</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,208,721</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,466,049</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6,444,343</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,443,125</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8,003,811</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">11,152,659</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">Construction in Process</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-107">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-108">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-109">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-110">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-111">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-112">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-113">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,897,258</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">Total Investment Property</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">35,420,259</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">39,777,211</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">40,015,960</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">40,434,643</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">40,244,923</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">42,875,855</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">43,511,153</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">54,033,557</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">Accumulated MHPC Deficit</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,840,085</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,194,251</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,440,913</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,497,737</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,574,194</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,988,470</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,175,447</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,751,812</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Total MHPC Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,956,875</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,741,871</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,444,310</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,932,523</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,502,789</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,444,582</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,134,522</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,268,251</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">NCI in VIE</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">25,707</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">21,257</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">26,030</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">40,303</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(419,275</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(371,819</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(283,471</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(829,977</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Total Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,931,168</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,720,614</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,418,280</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,892,220</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,922,064</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,816,401</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,417,993</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,098,228</td><td style="text-align: left">)</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Consolidated Statements of Changes in Deficit</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">31-Dec-20</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">31-Mar-21</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">30-Jun-21</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">30-Sep-21</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="font-weight: bold">As Previously Reported:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt">Accumulated Deficit - MHPC - Deemed Dividend</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><div style="-sec-ix-hidden: hidden-fact-114">-</div></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><div style="-sec-ix-hidden: hidden-fact-115">-</div></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><div style="-sec-ix-hidden: hidden-fact-116">-</div></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><div style="-sec-ix-hidden: hidden-fact-117">-</div></td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; "> <td style="width: 52%; text-align: left">Total MHPC Accumulated Deficit</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(4,443,675</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(4,857,951</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(5,044,928</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(4,621,293</td><td style="width: 1%; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Total MHPC Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,372,270</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,314,063</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,004,003</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,137,732</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Non-Controlling Interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">450,206</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">497,662</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">586,010</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">39,504</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Consolidated Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,922,064</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,816,401</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,417,993</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,098,228</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold">Adjustments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Accumulated Deficit - MHPC - Deemed Dividend</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Total MHPC Accumulated Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Total MHPC Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Non-Controlling Interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(869,481</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(869,481</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(869,481</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(869,481</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Consolidated Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-118">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-119">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-120">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-121">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="font-weight: bold">As Revised:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Accumulated Deficit - MHPC - Deemed Dividend</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">-</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">-</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">-</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Total MHPC Accumulated Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,574,194</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,988,470</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,175,447</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,751,812</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Total MHPC Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,502,789</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,444,582</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,134,522</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,268,251</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Non-Controlling Interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(419,275</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(371,819</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(283,471</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(829,977</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Consolidated Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,922,064</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,816,401</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,417,993</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,098,228</td><td style="text-align: left">)</td></tr> </table> 1105863 476787 869481 869481 <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; padding-left: 0.125in; text-indent: -0.125in; text-align: center"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31, 2019</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">March 31, <br/> 2020</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">June 30, <br/> 2020</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">September 30, <br/> 2020</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">December 31, 2020</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">March 31, <br/> 2021</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">June 30, <br/> 2021</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">September 30, <br/> 2021</td><td style="padding-bottom: 1.5pt; text-align: center; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 0.125in; text-indent: -0.125in; font-weight: bold">As Previously Reported:</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; width: 20%">Land</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">10,885,938</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">12,094,338</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">11,378,818</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">11,378,818</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">11,293,818</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">12,343,818</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">12,343,818</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 7%; text-align: right">15,293,818</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Land Improvements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">17,466,801</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">20,286,401</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">21,845,771</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">22,007,126</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">20,924,112</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">21,506,262</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">21,580,874</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">24,107,172</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in">Buildings</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,067,520</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,396,472</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6,791,371</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,048,699</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8,026,993</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,025,775</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,586,461</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">12,735,309</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">Construction in Process</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-65">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-66">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-67">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-68">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-69">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-70">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-71">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,897,258</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Total Investment Property</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">35,420,259</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">39,777,211</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">40,015,960</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">40,434,643</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">40,244,923</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">42,875,855</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">43,511,153</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">54,033,557</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">Accumulated MHPC Deficit</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,840,085</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,194,251</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,440,913</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,497,737</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,443,675</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,857,951</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(5,044,928</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,621,293</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Total MHPC Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,956,875</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,741,871</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,444,310</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,932,523</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,372,270</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,314,063</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,004,003</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,137,732</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">NCI in VIE</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">25,707</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">21,257</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">26,030</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">40,303</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">450,206</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">497,662</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">586,010</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">39,504</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Total Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,931,168</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,720,614</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,418,280</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,892,220</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,922,064</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,816,401</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,417,993</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,098,228</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; font-weight: bold">Adjustments:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in">Land</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">476,787</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">476,787</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">476,787</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">476,787</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">476,787</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">476,787</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">476,787</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">476,787</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Land Improvements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,105,863</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,105,863</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,105,863</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,105,863</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,105,863</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,105,863</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,105,863</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,105,863</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in">Buildings</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,582,650</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,582,650</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,582,650</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,582,650</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,582,650</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,582,650</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,582,650</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,582,650</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">Construction in Process</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-72">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-73">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-74">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-75">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-76">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-77">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-78">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"> </td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Total Investment Property</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-79">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-80">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-81">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-82">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-83">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-84">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-85">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-86">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">Accumulated MHPC Deficit</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-87">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-88">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-89">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-90">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Total MHPC Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-91">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-92">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-93">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-94">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">NCI in VIE</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-95">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-96">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-97">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-98">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(869,481</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(869,481</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(869,481</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(869,481</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Total Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-99">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-100">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-101">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-102">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-103">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-104">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-105">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-106">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; font-weight: bold">As Revised:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in">Land</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">11,362,725</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">12,571,125</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">11,855,605</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">11,855,605</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">11,770,605</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">12,820,605</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">12,820,605</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">15,770,605</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Land Improvements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">18,572,664</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">21,392,264</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">22,951,264</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">23,112,989</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">22,029,975</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">22,612,125</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">22,686,737</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">25,213,035</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in">Buildings</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,484,870</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,813,822</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,208,721</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,466,049</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6,444,343</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,443,125</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8,003,811</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">11,152,659</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">Construction in Process</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-107">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-108">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-109">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-110">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-111">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-112">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-113">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,897,258</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">Total Investment Property</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">35,420,259</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">39,777,211</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">40,015,960</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">40,434,643</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">40,244,923</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">42,875,855</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">43,511,153</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">54,033,557</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">Accumulated MHPC Deficit</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,840,085</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,194,251</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,440,913</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,497,737</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,574,194</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,988,470</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,175,447</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,751,812</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Total MHPC Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,956,875</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,741,871</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,444,310</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,932,523</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,502,789</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,444,582</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,134,522</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,268,251</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left; padding-bottom: 1.5pt">NCI in VIE</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">25,707</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">21,257</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">26,030</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">40,303</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(419,275</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(371,819</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(283,471</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(829,977</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-indent: -0.125in; text-align: left">Total Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(2,931,168</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,720,614</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,418,280</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,892,220</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,922,064</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,816,401</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,417,993</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,098,228</td><td style="text-align: left">)</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 10885938 12094338 11378818 11378818 11293818 12343818 12343818 15293818 17466801 20286401 21845771 22007126 20924112 21506262 21580874 24107172 7067520 7396472 6791371 7048699 8026993 9025775 9586461 12735309 1897258 35420259 39777211 40015960 40434643 40244923 42875855 43511153 54033557 -3840085 -4194251 -4440913 -4497737 -4443675 -4857951 -5044928 -4621293 -2956875 -3741871 -4444310 -4932523 -5372270 -6314063 -7004003 -7137732 25707 21257 26030 40303 450206 497662 586010 39504 -2931168 -3720614 -4418280 -4892220 -4922064 -5816401 -6417993 -7098228 476787 476787 476787 476787 476787 476787 476787 476787 1105863 1105863 1105863 1105863 1105863 1105863 1105863 1105863 -1582650 -1582650 -1582650 -1582650 -1582650 -1582650 -1582650 -1582650 869481 869481 869481 869481 869481 869481 869481 869481 -869481 -869481 -869481 -869481 11362725 12571125 11855605 11855605 11770605 12820605 12820605 15770605 18572664 21392264 22951264 23112989 22029975 22612125 22686737 25213035 5484870 5813822 5208721 5466049 6444343 7443125 8003811 11152659 1897258 35420259 39777211 40015960 40434643 40244923 42875855 43511153 54033557 -3840085 -4194251 -4440913 -4497737 -3574194 -3988470 -4175447 -3751812 -2956875 -3741871 -4444310 -4932523 -4502789 -5444582 -6134522 -6268251 25707 21257 26030 40303 -419275 -371819 -283471 -829977 -2931168 -3720614 -4418280 -4892220 -4922064 -5816401 -6417993 -7098228 <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">31-Dec-20</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">31-Mar-21</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">30-Jun-21</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">30-Sep-21</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="font-weight: bold">As Previously Reported:</td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt">Accumulated Deficit - MHPC - Deemed Dividend</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><div style="-sec-ix-hidden: hidden-fact-114">-</div></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><div style="-sec-ix-hidden: hidden-fact-115">-</div></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><div style="-sec-ix-hidden: hidden-fact-116">-</div></td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><div style="-sec-ix-hidden: hidden-fact-117">-</div></td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; "> <td style="width: 52%; text-align: left">Total MHPC Accumulated Deficit</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(4,443,675</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(4,857,951</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(5,044,928</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(4,621,293</td><td style="width: 1%; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Total MHPC Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,372,270</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,314,063</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,004,003</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,137,732</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Non-Controlling Interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">450,206</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">497,662</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">586,010</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">39,504</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Consolidated Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,922,064</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,816,401</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,417,993</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,098,228</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold">Adjustments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Accumulated Deficit - MHPC - Deemed Dividend</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Total MHPC Accumulated Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Total MHPC Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">869,481</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Non-Controlling Interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(869,481</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(869,481</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(869,481</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(869,481</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Consolidated Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-118">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-119">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-120">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-121">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="font-weight: bold">As Revised:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Accumulated Deficit - MHPC - Deemed Dividend</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">869,481</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">-</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">-</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">-</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Total MHPC Accumulated Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,574,194</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,988,470</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,175,447</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(3,751,812</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Total MHPC Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,502,789</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,444,582</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,134,522</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,268,251</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Non-Controlling Interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(419,275</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(371,819</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(283,471</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(829,977</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Consolidated Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4,922,064</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(5,816,401</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(6,417,993</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(7,098,228</td><td style="text-align: left">)</td></tr> </table> -4443675 -4857951 -5044928 -4621293 -5372270 -6314063 -7004003 -7137732 450206 497662 586010 39504 -4922064 -5816401 -6417993 -7098228 869481 869481 869481 869481 869481 869481 869481 869481 869481 869481 869481 869481 -869481 -869481 -869481 -869481 869481 -3574194 -3988470 -4175447 -3751812 -4502789 -5444582 -6134522 -6268251 -419275 -371819 -283471 -829977 -4922064 -5816401 -6417993 -7098228 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">NOTE 3 – VARIABLE INTEREST ENTITIES</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>The Company consolidates the accounts of Gvest Finance LLC, Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, Brainerd Place LLC, and Bull Creek LLC and will continue to do so until they are no longer considered VIEs. During the year ended December 31, 2021, Gvest Finance LLC formed five wholly owned subsidiaries, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, and Gvest Carolinas 4 Homes LLC and the Company formed two entities, Brainerd Place LLC and Bull Creek LLC, all of which are considered VIEs.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>Included in the consolidated results of operations for the year ended December 31, 2021 and 2020 were net loss of $460,609 and net income of $451,876, respectively, after deducting an additional management fee equal to cash flow after debt service per the management agreement of $579,703 and $0, respectively. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>The consolidated balance sheets as of December 31, 2021 and 2020 included the following amounts related to the consolidated VIEs.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="font-weight: bold; text-align: center">Assets</td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">(As <br/> Revised**)</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Investment Property</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">14,144,268</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">5,067,535</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Accumulated Depreciation and Amortization</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(597,650</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(288,739</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Net Investment Property</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">13,546,618</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,778,796</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Cash and Cash Equivalents</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">98,900</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,234</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Accounts Receivable, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">60,506</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,506</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Other Assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">158,920</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">14,652</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Total Assets</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">13,864,944</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">4,806,188</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; text-align: center">Liabilities and Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Accounts Payable</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">169,298</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">4,969</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Notes Payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6,793,319</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,994,640</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Line of Credit, $151,749 and $0 debt discount</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6,200,607</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,214,916</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Other Liabilities*</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,679,233</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,439</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Tenant Security Deposits</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-122">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,499</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Total Liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14,842,457</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,225,463</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Non-Controlling interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(977,513</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(419,275</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Total Non-controlling interest in variable interest entity equity</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(977,513</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(419,275</td><td style="text-align: left">)</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; "> <tr style="vertical-align: top"> <td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">*</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Included in other liabilities is an intercompany balance of $1,515,715 and $0 as of December 31, 2021 and 2020, respectively. The intercompany balances have been eliminated on the consolidated balance sheet.</span></td></tr> <tr style="vertical-align: top"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">**</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The balances as of and the results of operations for the year ended December 31, 2020 have been revised to reflect the correction of an error in the recording of the December sale of homes to Gvest Finance LLC and Gvest Homes I LLC. The Company recorded the sale of all 364 park owned homes within the ARC, Countryside, Crestview, and Maple communities, but only 305 park owned homes were sold. See Note 2 for more information.</span></td></tr> </table> 460609 451876 579703 0 <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="font-weight: bold; text-align: center">Assets</td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">(As <br/> Revised**)</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Investment Property</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">14,144,268</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">5,067,535</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Accumulated Depreciation and Amortization</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(597,650</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(288,739</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Net Investment Property</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">13,546,618</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,778,796</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Cash and Cash Equivalents</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">98,900</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,234</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Accounts Receivable, net</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">60,506</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,506</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Other Assets</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">158,920</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">14,652</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Total Assets</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">13,864,944</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">4,806,188</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; text-align: center">Liabilities and Deficit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Accounts Payable</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">169,298</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">4,969</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Notes Payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6,793,319</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,994,640</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Line of Credit, $151,749 and $0 debt discount</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6,200,607</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,214,916</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Other Liabilities*</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,679,233</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,439</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Tenant Security Deposits</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-122">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,499</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Total Liabilities</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14,842,457</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,225,463</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Non-Controlling interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(977,513</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(419,275</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Total Non-controlling interest in variable interest entity equity</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(977,513</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(419,275</td><td style="text-align: left">)</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; "> <tr style="vertical-align: top"> <td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">*</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Included in other liabilities is an intercompany balance of $1,515,715 and $0 as of December 31, 2021 and 2020, respectively. The intercompany balances have been eliminated on the consolidated balance sheet.</span></td></tr> <tr style="vertical-align: top"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">**</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The balances as of and the results of operations for the year ended December 31, 2020 have been revised to reflect the correction of an error in the recording of the December sale of homes to Gvest Finance LLC and Gvest Homes I LLC. The Company recorded the sale of all 364 park owned homes within the ARC, Countryside, Crestview, and Maple communities, but only 305 park owned homes were sold. See Note 2 for more information.</span></td></tr> </table> 14144268 5067535 597650 288739 13546618 4778796 98900 9234 60506 3506 158920 14652 13864944 4806188 169298 4969 6793319 1994640 151749 0 6200607 3214916 1679233 9439 1499 14842457 5225463 -977513 -419275 -977513 -419275 1515715 0 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">NOTE 4 – INVESTMENT PROPERTY</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table summarizes the Company’s property and equipment balances are generally used to depreciate the assets on a straight-line basis:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">(As <br/> Revised)</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Investment Property</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; width: 76%">Land</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">18,854,760</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">11,770,605</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left">Site and Land Improvements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">35,133,079</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">22,029,975</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: left">Buildings and Improvements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14,666,296</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6,437,251</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left; padding-bottom: 1.5pt">Construction in Process</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,030,456</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">7,092</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.25in; text-align: left; padding-bottom: 1.5pt">Total Investment Property</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">71,684,591</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">40,244,923</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Accumulated Depreciation</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,832,300</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(2,779,201</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.25in; text-align: left; padding-bottom: 4pt">Net Investment Property</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">66,852,291</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">37,465,722</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Depreciation expense for the years ended December 31, 2021 and 2020 was $2,060,882 and $1,652,509, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>During the year ended December 31, 2021, Gvest Finance LLC, the Company’s VIE, acquired thirty-four new manufactured homes for approximately $1,900,000 including set up costs for use in the Springlake community and fourteen new manufactured homes for approximately $860,000 including set up costs for use in the Golden Isles community that are not yet occupiable and still in the set-up phase as of December 31, 2021. These homes are included in Construction in Process on the balance sheet. In prior filings, Construction in Process account included only homes undergoing renovations between tenants and was immaterial and thus was included in the Buildings and Improvements line item and not separately stated on the consolidated balance sheet. The December 31, 2020 Investment Property balances have been reclassified to separately state $7,092 Construction in Process for purposes of comparison across periods.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>During the year ended December 31, 2021, the Company acquired twenty-four manufactured housing communities and accounted for all as asset acquisitions. Total gross acquisition costs incurred with 2021 acquisitions of $474,568 are included in Site and Land Improvements, $7,213 are included in Buildings and Improvements, and $11,465 of accumulated amortization of these acquisition costs are included in the above table and on the consolidated balance sheet for the year ended December 31, 2021. The Company acquired two manufactured housing communities in Lancaster, South Carolina and Morristown, Tennessee and accounted for them as asset acquisitions during the year ended December 31, 2020. See Note 5 for more information about these acquisitions. </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">(As <br/> Revised)</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td>Investment Property</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; width: 76%">Land</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">18,854,760</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">11,770,605</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left">Site and Land Improvements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">35,133,079</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">22,029,975</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.125in; text-align: left">Buildings and Improvements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">14,666,296</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6,437,251</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-left: 0.125in; text-align: left; padding-bottom: 1.5pt">Construction in Process</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">3,030,456</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">7,092</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.25in; text-align: left; padding-bottom: 1.5pt">Total Investment Property</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">71,684,591</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">40,244,923</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Accumulated Depreciation</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,832,300</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(2,779,201</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 0.25in; text-align: left; padding-bottom: 4pt">Net Investment Property</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">66,852,291</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">37,465,722</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 18854760 11770605 35133079 22029975 14666296 6437251 3030456 7092 71684591 40244923 4832300 2779201 66852291 37465722 2060882 1652509 1900000 860000 7092 474568 7213 11465 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">NOTE 5 – ACQUISITIONS AND DISPOSALS</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>During the years ended December 31, 2021 and 2020, the Company acquired twenty-four and two communities, respectively. These were acquisitions from third parties and have been accounted for as asset acquisitions. The mobile homes in the communities indicated “Gvest” were acquired by the Company’s VIEs - Gvest Finance LLC, Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC and Gvest Carolinas 4 Homes LLC - and are included in consolidation. The homes in the Countryside community were sold by the Company to Gvest Finance LLC during the year ended December 31, 2020.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; text-align: left; font-weight: bold">Acquisition Date</td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">Name (number of <br/> communities)</td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">Land</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Improvements</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Building</b></span></td><td style="text-align: center; padding-bottom: 1.5pt"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">Total Purchase <br/> Price</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 16%">March 2020 </td><td style="width: 1%"> </td> <td style="width: 16%; text-align: left">Countryside MHP </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">152,880</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">3,194,245</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">352,875</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 13%; text-align: right">3,700,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt">March 2020 </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: left; padding-bottom: 1.5pt">Evergreen MHP </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">340,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,111,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-123">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,451,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt">Total Purchase Price </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">492,880</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">4,305,245</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">352,875</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">5,151,000</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td> </td><td> </td> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>March 2021 </td><td> </td> <td style="text-align: left">Golden Isles MHP </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">1,050,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">487,500</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">-</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">1,537,500</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>March 2021 </td><td> </td> <td style="text-align: left">Golden Isles Gvest </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-124">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-125">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">787,500</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">787,500</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>July 2021 </td><td> </td> <td style="text-align: left">Anderson MHP (10) </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,310,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">763,417(a</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">120,390</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,193,807</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>July 2021 </td><td> </td> <td style="text-align: left">Anderson Gvest </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-126">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-127">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,006,193</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,006,193</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>September 2021 </td><td> </td> <td style="text-align: left">Capital View MHP </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">350,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">757,064</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-128">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,107,064</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>September 2021 </td><td> </td> <td style="text-align: left">Capital View Gvest </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-129">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-130">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">342,936</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">342,936</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>September 2021 </td><td> </td> <td style="text-align: left">Hidden Oaks MHP </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">290,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">843,440</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-131">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,133,440</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>September 2021 </td><td> </td> <td style="text-align: left">Hidden Oaks Gvest </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-132">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-133">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">416,560</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">416,560</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>October 2021 </td><td> </td> <td style="text-align: left">North Raleigh MHP (5) </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,613,828</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,505,268</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,330,904</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,450,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>December 2021 </td><td> </td> <td style="text-align: left">Dixie MHP </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">59,133</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">658,351</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">32,516</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">750,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>December 2021 </td><td> </td> <td style="text-align: left">Driftwood MHP </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">53,453</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">352,163</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">19,384</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">425,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>December 2021 </td><td> </td> <td style="text-align: left">Meadowbrook MHP </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">410,421</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">781,379</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">133,200</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,325,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>December 2021 </td><td> </td> <td style="text-align: left">Asheboro MHP (2) </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">723,778</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,411,726</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-134">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,135,504</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>December 2021 </td><td> </td> <td style="text-align: left">Asheboro Gvest </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-135">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-136">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">614,496</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">614,496</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>December 2021 </td><td> </td> <td style="text-align: left">Morganton MHP </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">223,542</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,846,024</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-137">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,069,566</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt">December 2021 </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: left; padding-bottom: 1.5pt">Morganton Gvest </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-138">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-139">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">680,434</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">680,434</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> Total Purchase Price </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">7,084,155</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">12,406,332</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,484,513</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">25,975,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: left; padding-bottom: 1.5pt">Acquisition Costs </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-140">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">474,568</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">7,213</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">481,781</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="text-align: left; padding-bottom: 4pt">Total Investment Property </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">7,084,155</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">12,880,900</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">6,491,726</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">26,456,781</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">(a) Anderson MHP LLC also purchased vehicles and equipment totaling $156,465 which is included in the improvements column above.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Butternut Sale</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2020, the Company sold the Butternut manufactured housing community for a total sale price of $2,100,000. The cost net of accumulated depreciation of the community at the time of the sale was $1,338,022. The Company wrote off mortgage costs of $109,529 which is included in refinancing costs on the consolidated statement of operations. The Company recognized a gain on the sale of the property of $761,978 during the year ended December 31, 2020.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Pro-forma Financial Information (unaudited)</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>The following unaudited pro-forma information presents the combined results of operations for the years ended December 31, 2021 and 2020 as if the 2021 and 2020 acquisitions and disposition of manufactured housing communities listed above, the sale of mobile homes within the ARC, Crestview, Countryside, and Maple communities in December 2020 to Gvest Finance LLC and Gvest Homes I LLC, and the acquisition of the Sunnyland community in January 2022 had occurred on January 1, 2020. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">Unaudited</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">For the Years Ended<br/> December 31,</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">2021</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">2020</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Total revenue </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">11,767,812</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">11,069,625</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Total community operating expenses </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,220,200</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,133,478</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Corporate payroll and overhead</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,013,810</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,581,807</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Depreciation expense </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,181,404</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,068,380</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Interest expense </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,102,659</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,021,533</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Gain on sale of property </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-141">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">761,978</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Other income </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">139,300</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-142">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Net income (loss) </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,610,961</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">26,405</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Net loss attributable to non-controlling interest </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(611,571</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(349,943</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Net income (loss) attributable to Manufactured Housing Properties, Inc. </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(999,390</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">376,348</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Preferred stock dividends / accretion </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,175,472</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,850,860</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Net loss </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,174,862</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,474,513</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Net loss per share </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">(0.24</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">(0.11</td><td style="text-align: left">)</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; text-align: left; font-weight: bold">Acquisition Date</td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">Name (number of <br/> communities)</td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">Land</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Improvements</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Building</b></span></td><td style="text-align: center; padding-bottom: 1.5pt"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">Total Purchase <br/> Price</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 16%">March 2020 </td><td style="width: 1%"> </td> <td style="width: 16%; text-align: left">Countryside MHP </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">152,880</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">3,194,245</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">352,875</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 13%; text-align: right">3,700,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt">March 2020 </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: left; padding-bottom: 1.5pt">Evergreen MHP </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">340,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,111,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-123">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,451,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt">Total Purchase Price </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">492,880</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">4,305,245</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">352,875</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">5,151,000</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td> </td><td> </td> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>March 2021 </td><td> </td> <td style="text-align: left">Golden Isles MHP </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">1,050,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">487,500</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">-</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">1,537,500</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>March 2021 </td><td> </td> <td style="text-align: left">Golden Isles Gvest </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-124">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-125">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">787,500</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">787,500</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>July 2021 </td><td> </td> <td style="text-align: left">Anderson MHP (10) </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,310,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">763,417(a</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">120,390</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,193,807</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>July 2021 </td><td> </td> <td style="text-align: left">Anderson Gvest </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-126">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-127">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,006,193</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,006,193</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>September 2021 </td><td> </td> <td style="text-align: left">Capital View MHP </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">350,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">757,064</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-128">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,107,064</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>September 2021 </td><td> </td> <td style="text-align: left">Capital View Gvest </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-129">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-130">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">342,936</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">342,936</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>September 2021 </td><td> </td> <td style="text-align: left">Hidden Oaks MHP </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">290,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">843,440</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-131">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,133,440</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>September 2021 </td><td> </td> <td style="text-align: left">Hidden Oaks Gvest </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-132">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-133">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">416,560</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">416,560</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>October 2021 </td><td> </td> <td style="text-align: left">North Raleigh MHP (5) </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,613,828</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,505,268</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,330,904</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">7,450,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>December 2021 </td><td> </td> <td style="text-align: left">Dixie MHP </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">59,133</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">658,351</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">32,516</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">750,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>December 2021 </td><td> </td> <td style="text-align: left">Driftwood MHP </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">53,453</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">352,163</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">19,384</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">425,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>December 2021 </td><td> </td> <td style="text-align: left">Meadowbrook MHP </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">410,421</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">781,379</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">133,200</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,325,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>December 2021 </td><td> </td> <td style="text-align: left">Asheboro MHP (2) </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">723,778</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,411,726</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-134">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,135,504</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td>December 2021 </td><td> </td> <td style="text-align: left">Asheboro Gvest </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-135">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-136">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">614,496</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">614,496</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>December 2021 </td><td> </td> <td style="text-align: left">Morganton MHP </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">223,542</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,846,024</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-137">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,069,566</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt">December 2021 </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: left; padding-bottom: 1.5pt">Morganton Gvest </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-138">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-139">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">680,434</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">680,434</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> Total Purchase Price </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">7,084,155</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">12,406,332</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,484,513</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">25,975,000</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: left; padding-bottom: 1.5pt">Acquisition Costs </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-140">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">474,568</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">7,213</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">481,781</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 4pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="text-align: left; padding-bottom: 4pt">Total Investment Property </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">7,084,155</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">12,880,900</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">6,491,726</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">26,456,781</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> March 2020 152880 3194245 352875 3700000 March 2020 340000 1111000 1451000 492880 4305245 352875 5151000 March 2021 1050000 487500 1537500 March 2021 787500 787500 July 2021 2310000 763417 120390 3193807 July 2021 2006193 2006193 September 2021 350000 757064 1107064 September 2021 342936 342936 September 2021 290000 843440 1133440 September 2021 416560 416560 October 2021 1613828 4505268 1330904 7450000 December 2021 59133 658351 32516 750000 December 2021 53453 352163 19384 425000 December 2021 410421 781379 133200 1325000 December 2021 723778 1411726 2135504 December 2021 614496 614496 December 2021 223542 1846024 2069566 December 2021 680434 680434 7084155 12406332 6484513 25975000 474568 7213 481781 7084155 12880900 6491726 26456781 156465 2100000 1338022 109529 761978 <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">Unaudited</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">For the Years Ended<br/> December 31,</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">2021</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center; font-weight: bold">2020</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Total revenue </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">11,767,812</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">11,069,625</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Total community operating expenses </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,220,200</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,133,478</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Corporate payroll and overhead</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,013,810</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,581,807</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Depreciation expense </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,181,404</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,068,380</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Interest expense </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,102,659</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,021,533</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Gain on sale of property </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-141">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">761,978</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Other income </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">139,300</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-142">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Net income (loss) </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,610,961</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">26,405</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Net loss attributable to non-controlling interest </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(611,571</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(349,943</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Net income (loss) attributable to Manufactured Housing Properties, Inc. </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(999,390</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">376,348</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Preferred stock dividends / accretion </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">2,175,472</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,850,860</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt">Net loss </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,174,862</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,474,513</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Net loss per share </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">(0.24</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">(0.11</td><td style="text-align: left">)</td></tr> </table> 11767812 11069625 4220200 4133478 3013810 1581807 3181404 3068380 3102659 3021533 761978 139300 -1610961 26405 -611571 -349943 -999390 376348 2175472 1850860 -3174862 -1474513 -0.24 -0.11 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">NOTE 6 – PROMISSORY NOTES AND LINES OF CREDIT</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Promissory Notes</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>The Company has issued promissory notes payable to lenders related to the acquisition of its manufactured housing communities and mobile homes. The interest rates on these promissory notes range from 3.310% to 5.875% with 5 to 30 years principal amortization. Two of the promissory notes have an initial 6 month, two had an initial 12 month, seven have an initial 24 month, one has an initial 60 month, and one promissory note has a 180-month period of interest only payments. The promissory notes are secured by the real estate assets and eighteen loans totaling $36,554,126 are guaranteed by Raymond M. Gee. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>On May 1, 2020, the Company received a $139,300 Paycheck Protection Program (the “PPP”) loan from the United States Small Business Administration (the “SBA”) under provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement.  The PPP provides that the loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. The Company used the proceeds from the PPP loan for qualifying expenses and applied for forgiveness of the PPP loan in accordance with the terms of the CARES Act. The loan was forgiven by the SBA on June 7, 2021.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">As of December 31, 2021, the outstanding balance on these notes was $50,955,777. The following are the terms of these notes:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">  </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Maturity <br/> Date</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Interest <br/> Rate</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Balance <br/> 12/31/21</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Balance <br/> 12/31/20</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 52%; text-align: justify"><span style="font-size: 10pt">Pecan Grove MHP LLC</span></td> <td style="width: 1%"> </td> <td style="width: 1%; text-align: center"> </td> <td style="width: 9%; text-align: center"><span style="font-size: 10pt">02/22/29</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">5.250</span></td> <td style="width: 1%"><span style="font-size: 10pt">%</span></td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">2,969,250</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">3,037,625</span></td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Azalea MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">03/01/29</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.400</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">790,481</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">810,741</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Holly Faye MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">03/01/29</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.400</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">579,825</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">579,825</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Chatham MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">04/01/24</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.875</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,698,800</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,734,828</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Lakeview MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">03/01/29</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.400</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,805,569</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,832,264</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">B&amp;D MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">05/02/29</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.500</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,779,439</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,818,303</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Hunt Club MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">01/01/33</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3.430</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,398,689</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,445,011</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Crestview MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">12/31/30</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3.250</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4,682,508</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4,800,000</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Maple Hills MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">12/01/30</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3.250</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,341,254</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,400,000</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Springlake MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">11/14/21</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3.310</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-143"><span style="font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4,000,000</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Springlake MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">12/10/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4.750</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4,016,250</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-144"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">ARC MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">01/01/30</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.500</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3,809,742</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3,885,328</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Countryside MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">03/20/50</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.500</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,684,100</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,700,000</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Evergreen MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">04/01/32</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3.990</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,115,261</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,135,502</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Golden Isles MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">03/31/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4.000</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">787,500</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-145"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Anderson MHP LLC*</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">07/10/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.210</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,153,807</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-146"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Capital View MHP LLC*</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">09/10/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.390</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">817,064</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-147"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Hidden Oaks MHP LLC*</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">09/10/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.330</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">823,440</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-148"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">North Raleigh MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">11/01/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4.750</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5,304,409</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-149"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Charlotte 3 Park MHP LLC (Dixie, Driftwood, Meadowbrook)<sup>(1)</sup></span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">03/01/22</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.000</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,500,000</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-150"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Carolinas 4 MHP LLC*</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">01/10/27</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.300</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3,105,070</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Gvest Finance LLC (B&amp;D homes)</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">05/01/24</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.000</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">657,357</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">694,640</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Gvest Finance LLC (Countryside homes)</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">03/20/50</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.500</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,287,843</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,300,000</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Gvest Finance LLC (Golden Isles homes)</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">03/31/36</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4.000</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">787,500</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-151"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Gvest Anderson Homes LLC*</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">07/10/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.210</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,006,193</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-152"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Gvest Capital View Homes LLC*</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">09/10/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.390</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">342,936</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-153"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Gvest Hidden Oaks Homes LLC*</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">09/10/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.330</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">416,560</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-154"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Gvest Carolinas 4 Homes LLC (Asheboro, Morganton)*</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">01/10/27</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.300</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,294,930</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; text-align: justify"><span style="font-size: 10pt">PPP Loan - MHP</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"><span style="font-size: 10pt">05/01/22</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: right"><span style="font-size: 10pt">1.000</span></td> <td style="padding-bottom: 1.5pt"><span style="font-size: 10pt">%</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-155"><span style="font-size: 10pt">-</span></div></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">139,300</span></td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; text-align: justify"><span style="font-size: 10pt">Total Note Payables</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: right"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">50,955,777</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">32,313,367</span></td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; text-align: justify"><span style="font-size: 10pt">Discount Direct Lender Fees</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: right"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">(2,064,294</span></td> <td style="padding-bottom: 1.5pt"><span style="font-size: 10pt">)</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">(1,096,629</span></td> <td style="padding-bottom: 1.5pt"><span style="font-size: 10pt">)</span></td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt; text-align: justify"><span style="font-size: 10pt">Total Net of Discount</span></td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt; text-align: center"> </td> <td style="padding-bottom: 4pt; text-align: center"> </td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt; text-align: right"> </td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">48,891,483</span></td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">31,216,738</span></td> <td style="padding-bottom: 4pt"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0"/><td style="width: 0.25in; text-align: left"><sup>(1)</sup></td><td style="text-align: justify">The Company repaid the Charlotte 3 Park MHP LLC note payable of $1,500,000 on March 1, 2022. See Note 10 for more details.</td> </tr></table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0%"/><td style="width: 0.25in; text-align: left"><span style="font-size: 10pt">*</span></td><td style="text-align: justify"><span style="font-size: 10pt">The notes indicated above are subject to certain financial covenants.</span></td> </tr></table><p style="margin-top: 0; margin-bottom: 0"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2021, the Company refinanced its Springlake MHP LLC note payable totaling $4,000,000 to a new note with a different lender totaling $4,016,000. As of December 31, 2021, the Company recognized refinancing cost expense totaling $87,985 and capitalized $75,141 of debt issuance costs related to the new note. Also during the year ended December 31, 2021, Gvest Finance LLC paid off a note payable totaling $309,271 that was originally used to purchase new homes that were integrated into the Springlake community. This note was repaid with proceeds from the <span>Springlake New Home Facility </span>described below. Gvest Finance LLC recognized refinance cost totaling $6,204 related to this repayment.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2020, the Company refinanced a total of $16,374,007 from loans payable to $15,245,000 of new notes payable from five of the communities. The Company used the additional loans payable proceeds from the refinance to retire the related party note payable described below. As of December 31, 2020, the Company recognized refinancing cost expense totaling $464,568 and capitalized $640,895 of mortgage costs related to the refinancing.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Metrolina Promissory Notes</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On May 8, 2017, the Company issued a promissory note to Metrolina Loan Holdings, LLC (“Metrolina”) in the principal amount of $3,000,000. The note is interest only payment based on 8%, and 10% deferred until maturity to be paid with principal balance. This note was to mature in May of 2023. In September 2020, the Company paid off the full balance and terminated the note. This related party note was guaranteed by Raymond M. Gee. As of December 31, 2021 and 2020, the balance on this note was $0.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On October 22, 2021, the Company issued a promissory note to Metrolina in the principal amount of $1,500,000. The note bears interest at a rate of 18% per annum and matures on April 1, 2023. During the first six months of the note, any prepayment would require the Company to pay a yield maintenance fee equal to six months of interest. Thereafter, the loan may be prepaid at any time without penalty or fee. The note is guaranteed by Mr. Gee. As of December 31, 2021, the balance on this note was $1,500,000 and interest expense for the year totaled $51,780.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Gvest Revolving Promissory Notes</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On October 1, 2017, the Company issued a revolving promissory note to Raymond M. Gee, pursuant to which the Company could borrow up to $1,500,000 from Mr. Gee on a revolving basis for working capital purposes. In September 2020, the Company paid off the full balance; however, the line of credit remained available to the Company until it was cancelled in December 2021. As of December 31, 2021 and 2020, the outstanding balance on this note was $0.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On December 27, 2021, the Company issued a similar revolving promissory note to Gvest Real Estate Capital, LLC, pursuant to which the Company may borrow up to $1,500,000 on a revolving basis for working capital or acquisition purposes. On the same date, the Company borrowed $150,000. This note has a five-year term and is interest-only based on an 15% annual rate through the maturity date and is unsecured. As of December 31, 2021, the outstanding balance on this note was $150,000.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Line of Credit – ARC, Crestview, and Maple Occupied Home Facility</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On December 24, 2020, Gvest Homes I LLC entered into a loan agreement with a lender for a commitment amount of up to $20,000,000, provided that only up to $8,500,000 is to be used for used homes within the ARC, Crestview and Maple communities. The agreement requires the maintenance of certain financial ratios and other affirmative and negative covenants.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> <span> </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>On December 24, 2020 the lender agreed to advance $3,348,967 to the Company. During the first quarter of 2021, the lender agreed to increase this amount to $3,422,260. As of December 2021, $850,000 was still due from the lender. On December 17, 2021, the lender advanced $838,000 under the Multi-Community Rental Financing Facility discussed below and the funds were used to pay the Company the outstanding balance owed from the 2020 sale of ARC homes to Gvest Homes I LLC. Subsequently, Gvest Homes I LLC reduced the line of credit balance of the ARC, Crestview, and Maple Occupied Home Facility to the total amount funded to date. As of December 31, 2021 and 2020, the outstanding balance on this line of credit was $2,517,620 and $3,348,967, respectively, presented on the balance sheet net of discount direct lender fees of $95,221 and $134,051, respectively.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>The line of credit bears interest at 8.375% and maturity date of the loan is January 1, 2030. During the years ended December 31, 2021 and 2020, interest expense totaled $168,770 and $587, respectively. Pursuant to the agreement, the Company is obligated to pay a fee to the lender equal to 1% of the amount of each advance which funding fee shall be deducted from the then available commitment amount. The line of credit is guaranteed by Raymond M. Gee.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span><b><i>Lines of Credit – Multi-Community Floorplan and Rental Financing Facilities</i></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>On July 26, 2021, Gvest Finance LLC entered into a floorplan credit agreement, rental homes credit agreement, and a credit and security supplemental agreement pursuant to which the lender has agreed to make available to Gvest Finance LLC a secured credit facility with a joint, aggregate credit limit of $5,000,000, consisting of (i) a credit limit of up to $1,000,000 under a floorplan line to be used to finance the acquisition of manufactured homes for retail sale and (ii) a credit limit of up to $4,000,000 under a rental line to finance the acquisition of rental homes. The lender subsequently agreed to extend the credit limit for the floorplan line to $2,000,000. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>On November 12, 2021, Gvest Finance LLC repaid the outstanding balance on the floorplan line as of that date totaling $1,676,634 using funds advanced from the Springlake New Home Facility discussed below. As of December 31, 2021, the balance on the floorplan line of credit was $1,104,255 as Gvest Finance LLC borrowed additional funds of $1,104,255 after the initial repayment which is presented on the balance sheet net of discount direct lender fees of $1,612. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>The floorplan line of credit interest is calculated at a schedule as follows: (i) Day 1-360: LIBOR plus 6% per annum; (ii) Day 361-720: LIBOR plus 7% per annum; and (iii) Day 721+: LIBOR plus 8% per annum. Interest shall also accrue at the lesser of (a) the “LIBOR Rate”, plus 10% per annum and (b) the maximum lawful rate of interest permitted under applicable law. During the year ended December 31, 2021, total interest expense was $23,933.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>The maturity date of the of the floorplan line of credit will vary based on each statement of financial transaction (“SOFT”), a report identifying the funded homes and the applicable financial terms. Gvest Finance LLC promises to repay each floor plan advance as follows: (i) Gvest Finance LLC shall pay a principal amount in an amount equal to the original principal amount of such advance multiplied by the percentage specified in the applicable SOFT, commencing on the 15<sup>th</sup> day of the first full month after the first anniversary of any advance and continuing on the 15<sup>th</sup> day of each month thereafter; (ii) interest shall be payable monthly, in arrears, and shall be due and payable on or before the 15<sup>th</sup> day of the month following the month in which such interest accrues; and (iii) Gvest Finance LLC will pay to lender an amount equal to the original invoice price of such homes inventory, less all principal payments made with respect to such inventory pursuant to (ii) above, plus all billed and unpaid interest and any applicable fees, upon the sale of inventory financed or refinanced by lender. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>The rental line of credit bears interest at the greater of 3.25% or the highest prime</span> rate of interest published in the Wall Street Journal on either (A) the date when the lender advances the loan or (B) the last day of the 60<sup>th</sup> month following the month of the date when the lender advances the loan, plus 375 basis points in either case<i>.</i> The rental line of credit matures ten years after the date of each advance. During the year ended December 31, 2021, total interest expense was $2,409. <span>As of December 31, 2021, the balance on the rental line was $838,000, presented on the balance sheet net of discount direct lender fees of $35,000. The proceeds were used to purchase used homes in the ARC community as discussed above. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>The floorplan and rental lines of credit are guaranteed by Raymond M. Gee. Gvest Finance LLC is subject to certain financial covenants as set out in the loan agreement.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span><b><i>Line of Credit – Springlake Home Facility</i></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif">On November 12, 2021, Gvest Springlake Homes LLC, a wholly owned subsidiary of Gvest Finance LLC, entered into a loan and security agreement for a line of credit in the principal amount of $2,000,000 to be used to purchase homes for the Springlake community. The immediate advance of funds from the line of credit totaling $1,892,481 was used to pay off Gvest Finance LLC’s preexisting note totaling $309,271 and the outstanding balance of the Line of Credit – Multi-Community Floor Plan and Rental Financing Facility totaling $1,676,634.</span><span> <span style="font-family: Times New Roman, Times, Serif">The credit limit on this facility was increased on March 28, 2022 to $3,300,000. </span></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The line of credit bears interest at the lesser of the Wall Street Journal prime rate plus one percent or 6.75% per annum and matures five years after each advance. As of December 31, 2021, the balance due on this line of credit was $1,892,481, presented on the balance sheet net of discount direct lender fees of $19,916. Interest expense related to this facility for the year ended December 31, 2021 totaled $20,936. The line of credit is guaranteed by Raymond M. Gee. Gvest Springlake Homes LLC is subject to certain financial covenants as set out in the loan agreement.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Maturities of Long-Term Obligations for Five Years and Beyond</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The minimum annual principal payments of notes payable, related party debt, and lines of credit at December 31, 2021 were:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left">2022</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">2,414,963</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">2023</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,714,410</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2024</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,337,901</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,256,977</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">18,341,237</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt">Thereafter</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">29,892,646</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Total minimum principal payments</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">58,958,133</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 0.0331 0.05875 P5Y P30Y 36554126 139300 0.01 Monthly principal and interest payments are deferred for six months after the date of disbursement. 50955777 <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Maturity <br/> Date</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Interest <br/> Rate</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Balance <br/> 12/31/21</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-size: 10pt"><b>Balance <br/> 12/31/20</b></span></td> <td style="padding-bottom: 1.5pt; text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 52%; text-align: justify"><span style="font-size: 10pt">Pecan Grove MHP LLC</span></td> <td style="width: 1%"> </td> <td style="width: 1%; text-align: center"> </td> <td style="width: 9%; text-align: center"><span style="font-size: 10pt">02/22/29</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">5.250</span></td> <td style="width: 1%"><span style="font-size: 10pt">%</span></td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">2,969,250</span></td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"><span style="font-size: 10pt">$</span></td> <td style="width: 9%; text-align: right"><span style="font-size: 10pt">3,037,625</span></td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Azalea MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">03/01/29</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.400</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">790,481</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">810,741</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Holly Faye MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">03/01/29</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.400</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">579,825</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">579,825</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Chatham MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">04/01/24</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.875</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,698,800</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,734,828</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Lakeview MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">03/01/29</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.400</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,805,569</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,832,264</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">B&amp;D MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">05/02/29</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.500</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,779,439</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,818,303</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Hunt Club MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">01/01/33</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3.430</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,398,689</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,445,011</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Crestview MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">12/31/30</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3.250</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4,682,508</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4,800,000</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Maple Hills MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">12/01/30</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3.250</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,341,254</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,400,000</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Springlake MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">11/14/21</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3.310</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-143"><span style="font-size: 10pt">-</span></div></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4,000,000</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Springlake MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">12/10/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4.750</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4,016,250</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-144"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">ARC MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">01/01/30</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.500</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3,809,742</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3,885,328</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Countryside MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">03/20/50</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.500</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,684,100</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,700,000</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Evergreen MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">04/01/32</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3.990</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,115,261</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,135,502</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Golden Isles MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">03/31/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4.000</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">787,500</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-145"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Anderson MHP LLC*</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">07/10/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.210</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,153,807</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-146"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Capital View MHP LLC*</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">09/10/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.390</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">817,064</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-147"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Hidden Oaks MHP LLC*</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">09/10/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.330</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">823,440</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-148"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">North Raleigh MHP LLC</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">11/01/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4.750</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5,304,409</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-149"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Charlotte 3 Park MHP LLC (Dixie, Driftwood, Meadowbrook)<sup>(1)</sup></span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">03/01/22</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.000</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,500,000</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-150"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Carolinas 4 MHP LLC*</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">01/10/27</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.300</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">3,105,070</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Gvest Finance LLC (B&amp;D homes)</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">05/01/24</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.000</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">657,357</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">694,640</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Gvest Finance LLC (Countryside homes)</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">03/20/50</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.500</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,287,843</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,300,000</span></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Gvest Finance LLC (Golden Isles homes)</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">03/31/36</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">4.000</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">787,500</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-151"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Gvest Anderson Homes LLC*</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">07/10/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.210</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">2,006,193</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-152"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Gvest Capital View Homes LLC*</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">09/10/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.390</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">342,936</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-153"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify"><span style="font-size: 10pt">Gvest Hidden Oaks Homes LLC*</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">09/10/26</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.330</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">416,560</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-154"><span style="font-size: 10pt">-</span></div></td> <td> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify"><span style="font-size: 10pt">Gvest Carolinas 4 Homes LLC (Asheboro, Morganton)*</span></td> <td> </td> <td style="text-align: center"> </td> <td style="text-align: center"><span style="font-size: 10pt">01/10/27</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">5.300</span></td> <td><span style="font-size: 10pt">%</span></td> <td> </td> <td> </td> <td style="text-align: right"><span style="font-size: 10pt">1,294,930</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; text-align: justify"><span style="font-size: 10pt">PPP Loan - MHP</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"><span style="font-size: 10pt">05/01/22</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: right"><span style="font-size: 10pt">1.000</span></td> <td style="padding-bottom: 1.5pt"><span style="font-size: 10pt">%</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-155"><span style="font-size: 10pt">-</span></div></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">139,300</span></td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; text-align: justify"><span style="font-size: 10pt">Total Note Payables</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: right"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">50,955,777</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">32,313,367</span></td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; text-align: justify"><span style="font-size: 10pt">Discount Direct Lender Fees</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: right"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">(2,064,294</span></td> <td style="padding-bottom: 1.5pt"><span style="font-size: 10pt">)</span></td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right"><span style="font-size: 10pt">(1,096,629</span></td> <td style="padding-bottom: 1.5pt"><span style="font-size: 10pt">)</span></td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 4pt; text-align: justify"><span style="font-size: 10pt">Total Net of Discount</span></td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt; text-align: center"> </td> <td style="padding-bottom: 4pt; text-align: center"> </td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt; text-align: right"> </td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">48,891,483</span></td> <td style="padding-bottom: 4pt"> </td> <td style="padding-bottom: 4pt"> </td> <td style="border-bottom: black 4.5pt double"><span style="font-size: 10pt">$</span></td> <td style="border-bottom: black 4.5pt double; text-align: right"><span style="font-size: 10pt">31,216,738</span></td> <td style="padding-bottom: 4pt"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; width: 100%"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0%"/><td style="width: 0.25in; text-align: left"><span style="font-size: 10pt">*</span></td><td style="text-align: justify"><span style="font-size: 10pt">The notes indicated above are subject to certain financial covenants.</span></td> </tr></table><p style="margin-top: 0; margin-bottom: 0"> </p> 2029-02-22 0.0525 2969250 3037625 2029-03-01 0.054 790481 810741 2029-03-01 0.054 579825 579825 2024-04-01 0.05875 1698800 1734828 2029-03-01 0.054 1805569 1832264 2029-05-02 0.055 1779439 1818303 2033-01-01 0.0343 2398689 2445011 2030-12-31 0.0325 4682508 4800000 2030-12-01 0.0325 2341254 2400000 2021-11-14 0.0331 4000000 2026-12-10 0.0475 4016250 2030-01-01 0.055 3809742 3885328 2050-03-20 0.055 1684100 1700000 2032-04-01 0.0399 1115261 1135502 2026-03-31 0.04 787500 2026-07-10 0.0521 2153807 2026-09-10 0.0539 817064 2026-09-10 0.0533 823440 2026-11-01 0.0475 5304409 2022-03-01 0.05 1500000 2027-01-10 0.053 3105070 2024-05-01 0.05 657357 694640 2050-03-20 0.055 1287843 1300000 2036-03-31 0.04 787500 2026-07-10 0.0521 2006193 2026-09-10 0.0539 342936 2026-09-10 0.0533 416560 2027-01-10 0.053 1294930 2022-05-01 0.01 139300 50955777 32313367 -2064294 -1096629 48891483 31216738 1500000 4000000 4016000 87985 75141 309271 6204 16374007 15245000 5 464568 640895 the Company issued a promissory note to Metrolina Loan Holdings, LLC (“Metrolina”) in the principal amount of $3,000,000. The note is interest only payment based on 8%, and 10% deferred until maturity to be paid with principal balance. This note was to mature in May of 2023. In September 2020, the Company paid off the full balance and terminated the note. This related party note was guaranteed by Raymond M. Gee. As of December 31, 2021 and 2020, the balance on this note was $0.On October 22, 2021, the Company issued a promissory note to Metrolina in the principal amount of $1,500,000. The note bears interest at a rate of 18% per annum and matures on April 1, 2023. During the first six months of the note, any prepayment would require the Company to pay a yield maintenance fee equal to six months of interest. Thereafter, the loan may be prepaid at any time without penalty or fee. The note is guaranteed by Mr. Gee. As of December 31, 2021, the balance on this note was $1,500,000 and interest expense for the year totaled $51,780.  1500000 0 0 1500000 150000 0.15 150000 20000000 8500000 3348967 3422260 850000 838000 2517620 3348967 95221 134051 0.08375 2030-01-01 168770 587 0.01 Gvest Finance LLC entered into a floorplan credit agreement, rental homes credit agreement, and a credit and security supplemental agreement pursuant to which the lender has agreed to make available to Gvest Finance LLC a secured credit facility with a joint, aggregate credit limit of $5,000,000, consisting of (i) a credit limit of up to $1,000,000 under a floorplan line to be used to finance the acquisition of manufactured homes for retail sale and (ii) a credit limit of up to $4,000,000 under a rental line to finance the acquisition of rental homes. The lender subsequently agreed to extend the credit limit for the floorplan line to $2,000,000. 1676634 1104255 1104255 1612 (i) Day 1-360: LIBOR plus 6% per annum; (ii) Day 361-720: LIBOR plus 7% per annum; and (iii) Day 721+: LIBOR plus 8% per annum. Interest shall also accrue at the lesser of (a) the “LIBOR Rate”, plus 10% per annum and (b) the maximum lawful rate of interest permitted under applicable law. During the year ended December 31, 2021, total interest expense was $23,933.The maturity date of the of the floorplan line of credit will vary based on each statement of financial transaction (“SOFT”), a report identifying the funded homes and the applicable financial terms. Gvest Finance LLC promises to repay each floor plan advance as follows: (i) Gvest Finance LLC shall pay a principal amount in an amount equal to the original principal amount of such advance multiplied by the percentage specified in the applicable SOFT, commencing on the 15th day of the first full month after the first anniversary of any advance and continuing on the 15th day of each month thereafter; (ii) interest shall be payable monthly, in arrears, and shall be due and payable on or before the 15th day of the month following the month in which such interest accrues; and (iii) Gvest Finance LLC will pay to lender an amount equal to the original invoice price of such homes inventory, less all principal payments made with respect to such inventory pursuant to (ii) above, plus all billed and unpaid interest and any applicable fees, upon the sale of inventory financed or refinanced by lender. 0.0325 P10Y 2409 838000 35000 2000000 The immediate advance of funds from the line of credit totaling $1,892,481 was used to pay off Gvest Finance LLC’s preexisting note totaling $309,271 and the outstanding balance of the Line of Credit – Multi-Community Floor Plan and Rental Financing Facility totaling $1,676,634. The credit limit on this facility was increased on March 28, 2022 to $3,300,000. The line of credit bears interest at the lesser of the Wall Street Journal prime rate plus one percent or 6.75% per annum and matures five years after each advance. As of December 31, 2021, the balance due on this line of credit was $1,892,481, presented on the balance sheet net of discount direct lender fees of $19,916. Interest expense related to this facility for the year ended December 31, 2021 totaled $20,936. The line of credit is guaranteed by Raymond M. Gee. <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left">2022</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">2,414,963</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">2023</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,714,410</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2024</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,337,901</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,256,977</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">18,341,237</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt">Thereafter</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">29,892,646</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Total minimum principal payments</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">58,958,133</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 2414963 3714410 3337901 1256977 18341237 29892646 58958133 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">NOTE 7 – COMMITMENTS AND CONTINGENCIES</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">NOTE 8 – STOCKHOLDERS’ EQUITY</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Preferred Stock</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company is authorized to issue up to 10,000,000 shares of preferred stock, $0.01 par value.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Series A Cumulative Redeemable Convertible Preferred Stock</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On May 8, 2019, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 4,000,000 shares of its preferred stock as Series A Cumulative Redeemable Convertible Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i><span style="text-decoration:underline">Ranking</span></i>. The Series A Preferred Stock ranks, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to the Common Stock and <i>pari passu</i> with the Series B Preferred Stock and Series C Preferred Stock (as defined below). <span>The terms of the Series A Preferred Stock will not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series A Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i><span style="text-decoration:underline">Dividend Rate and Payment Dates</span></i>. Dividends on the Series A Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series A Preferred Stock will be entitled to receive cumulative dividends in the amount of $0.017 per share each month, which is equivalent to the rate of 8% of the $2.50 liquidation preference per share. Dividends on shares of Series A Preferred Stock will continue to accrue even if any of the Company’s agreements prohibit the current payment of dividends or the Company does not have earnings. During the years ended December 31, 2021 and 2020, the Company paid dividends of $384,864 and $377,353, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i><span style="text-decoration:underline">Liquidation Preference</span></i>. The liquidation preference for each share of Series A Preferred Stock is $2.50. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series A Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a <i>pari passu</i> basis with holders of Series B Preferred Stock and Series C Preferred Stock, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i><span style="text-decoration:underline">Stockholder Optional Conversion</span></i>. Each share of Series A Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof and without the payment of additional consideration, into that number of shares of Common Stock determined by dividing the liquidation preference of such share by the conversion price then in effect. The conversion price is initially equal $2.50, subject to adjustment as set forth in the certificate of designation. In addition, if at any time the trading price of the Common Stock is greater than the liquidation preference of $2.50, the Company may deliver a written notice to all holders to cause each holder to convert all or part of such holders’ Series A Preferred Stock.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i><span style="text-decoration:underline">Company Call and Stockholder Put Options</span></i>. Commencing on the fifth anniversary of the initial issuance of shares of Series A Preferred Stock and continuing indefinitely thereafter, the Company will have a right to call for redemption the outstanding shares of Series A Preferred Stock at a call price equal to $3.75, or 150% of the original issue price of the Series A Preferred Stock, and correspondingly, each holder of shares of Series A Preferred Stock shall have a right to put the shares of Series A Preferred Stock held by such holder back to the Company at a put price equal to $3.75, or 150% of the original issue purchase price of such shares. During the years ended December 31, 2021 and 2020, the Company recorded a put option value accretion of $472,271 and $472,500, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i><span style="text-decoration:underline">Voting Rights</span></i>. The Company may not authorize or issue any class or series of equity securities ranking senior to the Series A Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend the Company’s articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series A Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of the outstanding shares of Series A Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series A Preferred Stock do not have any voting rights.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2021, there were 1,886,000 outstanding shares of Series A Preferred Stock and the Series A Preferred Stock balance was made up of Series A Preferred Stock totaling $4,715,000 and accretion of put options totaling $1,126,771. As of December 31, 2020, there were 1,890,000 shares of Series A Preferred Stock issued and outstanding and the Series A Preferred Stock balance was made up of Series A Preferred Stock totaling $4,725,000 and accretion of put options totaling $656,500.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Series B Cumulative Redeemable Preferred Stock</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On December 2, 2019, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 1,000,000 shares of its preferred stock as Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”). The Series B Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i><span style="text-decoration:underline">Ranking</span></i>. The Series B Preferred Stock rank, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to the Common Stock and <i>pari passu</i> with the Series A Preferred Stock and Series C Preferred Stock. <span>The terms of the Series B Preferred Stock will not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series B Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i><span style="text-decoration:underline">Dividend Rate and Payment Dates</span></i>. Dividends on the Series B Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series B Preferred Stock will be entitled to receive cumulative dividends in the amount of $0.067 per share each month, which is equivalent to the annual rate of 8% of the $10.00 liquidation preference per share; provided that upon an event of default (generally defined as the Company’s failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall be increased to $0.083 per month, which is equivalent to the annual rate of 10% of the $10.00 liquidation preference per share. During the years ended December 31, 2021 and 2020, the Company paid dividends of $579,303 and $433,790 respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i><span style="text-decoration:underline">Liquidation Preference</span></i>. The liquidation preference for each share of Series B Preferred Stock is $10.00. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series B Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a <i>pari passu</i> basis with holders of Series A Preferred Stock and Series C Preferred Stock, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i><span style="text-decoration:underline">Company Call and Stockholder Put Options</span></i>. Commencing on the fifth anniversary of the initial issuance of shares of Series B Preferred Stock and continuing indefinitely thereafter, the Company will have a right to call for redemption the outstanding shares of Series B Preferred Stock at a call price equal to $15.00, or 150% of the original issue price of the Series B Preferred Stock, and correspondingly, each holder of shares of Series B Preferred Stock shall have a right to put the shares of Series B Preferred Stock held by such holder back to the Company at a put price equal to $15.00, or 150% of the original issue purchase price of such shares. During the years ended December 31, 2021 and 2020, the Company recorded a put option value accretion of $739,034 and $567,217 respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i><span style="text-decoration:underline">Voting Rights</span></i>. The Company may not authorize or issue any class or series of equity securities ranking senior to the Series B Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend the Company’s articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series B Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of outstanding shares of Series B Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series B Preferred Stock do not have any voting rights.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i><span style="text-decoration:underline">No Conversion Right</span></i>. The Series B Preferred Stock is not convertible into shares of Common Stock.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On November 1, 2019, the Company launched an offering under Regulation A of Section 3(6) of the Securities Act of 1933, as, amended (the “Securities Act”), for Tier 2 offerings, pursuant to which the Company offered up to 1,000,000 shares of Series B Preferred Stock at an offering price of $10.00 per share, for a maximum offering amount of $10,000,000. In addition, the Company offered bonus shares to early investors in this offering, whereby the first 400 investors received, in addition to Series B Preferred Stock, 100 shares of Common Stock, regardless of the amount invested, for a total of 40,000 shares of Common Stock. This offering terminated on March 30, 2021.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2021, the Company sold an aggregate of 117,297 shares of Series B Preferred Stock for total gross proceeds of $1,172,970. After deducting a placement fee and other expenses, <span>the Company received net proceeds of $1,087,485. </span>During the year ended December 31, 2020, the Company sold an aggregate of 231,532 shares of Series B Preferred Stock for total gross proceeds of $2,315,320. After deducting a placement fee and other expenses, the Company received net proceeds of $2,151,250.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">As of December 31, 2021, there were 758,551 shares of Series B Preferred Stock issued and outstanding and the Series B Preferred Stock balance was made up of Series B Preferred Stock, net of commissions, totaling $7,185,716 and accretion of put options totaling $1,332,878. As of December 31, 2020, there were 641,254 shares of Series B Preferred Stock issued and outstanding and the Series B Preferred Stock balance was made up of Series B Preferred Stock, net of commissions, totaling $6,096,855 and accretion of put options totaling $595,221.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span><b><i>Series C Preferred Stock</i></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>On May 24, 2021, the Company filed an amended and restated certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 47,000 shares of its preferred stock as Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”). The Series C Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span><i><span style="text-decoration:underline">Ranking</span></i>. The Series C Preferred Stock ranks, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to Common Stock and <i>pari passu</i> with Series A Preferred Stock and Series B Preferred Stock. The terms of the Series C Preferred Stock do not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series C Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span><i><span style="text-decoration:underline">Stated Value</span></i>. Each share of Series C Preferred Stock has an initial stated value of $1,000, subject to appropriate adjustment in relation to certain events, such as recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Series C Preferred Stock.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span><i><span style="text-decoration:underline">Dividend Rate and Payment Dates</span></i>. Dividends on the Series C Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series C Preferred Stock are entitled to receive cumulative monthly cash dividends at a per annum rate of 7% of the stated value (or $5.83 per share each month based on the initial stated value). Dividends on each share begin accruing on, and are cumulative from, the date of issuance and regardless of whether the board of directors declares and pays such dividends. Dividends on shares of Series C Preferred Stock will continue to accrue even if any of the Company’s agreements prohibit the current payment of dividends or the Company does not have earnings. During the year ended December 31, 2021, the Company paid dividends of $49,292 and due to timing of payments, accrued dividends of $26,960 presented in accrued liabilities on the balance sheet. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span><i><span style="text-decoration:underline">Liquidation Preference</span></i>. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series C Preferred Stock are entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a <i>pari passu</i> basis with holders of Series A Preferred Stock and Series B Preferred Stock, a liquidation preference equal to the stated value per share, plus accrued but unpaid dividends thereon.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span><i><span style="text-decoration:underline">Redemption Request at the Option of a Holder</span></i>. Once per calendar quarter, a holder will have the opportunity to request that the Company redeem that holder’s Series C Preferred Stock. The board of directors may, however, suspend cash redemptions at any time in its discretion if it determines that it would not be in the best interests of the Company to effectuate cash redemptions at a given time because the Company does not have sufficient cash, including because the board believes that the Company’s cash on hand should be utilized for other business purposes. Redemptions will be limited to four percent (4%) of the total outstanding Series C Preferred Stock per quarter and any redemptions in excess of such limit or to the extent suspended, shall be redeemed in subsequent quarters on a first come, first served, basis. The Company will redeem shares at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon, less the applicable redemption fee (if any). As a percentage of the aggregate redemption price of a holder’s shares to be redeemed, the redemption fee shall be:</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><i> </i></p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 0.25in; text-align: justify"> </td> <td style="width: 0.25in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">11% if the redemption is requested on or before the first anniversary of the original issuance of such shares;</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 0.25in"> </td> <td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8% if the redemption is requested after the first anniversary and on or before the second anniversary of the original issuance of such shares;</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 0.25in"> </td> <td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5% if the redemption is requested after the second anniversary and on or before the third anniversary of the original issuance of such shares; and</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 0.25in"> </td> <td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">after the third anniversary of the date of original issuance of shares to be redeemed, no redemption fee shall be subtracted from the redemption price.</span></td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span><i><span style="text-decoration:underline">Optional Redemption by the Company</span></i>. The Company has the right (but not the obligation) to redeem shares of Series C Preferred Stock at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon; <i>provided, </i>however, that if the Company redeems any shares of Series C Preferred Stock prior to the fourth (4<sup>th</sup>) anniversary of their issuance, then the redemption price shall include a premium equal to ten percent (10%) of the stated value.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span><i><span style="text-decoration:underline">Mandatory Redemption by the Company</span></i>. The Company must redeem the outstanding shares of Series C Preferred Stock on the fourth (4<sup>th</sup>) anniversary of their issuance at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span><i><span style="text-decoration:underline">Voting Rights.</span></i> The Series C Preferred Stock has no voting rights.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span><i><span style="text-decoration:underline">No Conversion Right</span></i>. The Series C Preferred Stock is not convertible into shares of Common Stock.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>In accordance with ASC 480-10, the Series C Preferred Stock is treated as a liability and is presented net of unamortized debt issuance costs on the balance sheet because the Company has an unconditional obligation to redeem the Series C Preferred Stock and dividends on the Preferred C Stock are included in interest expense.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; ">On June 11, 2021, the Company launched a new offering under Regulation A of Section 3(6) of the Securities Act for Tier 2 offerings, pursuant to which the Company is offering up to 47,000 shares of Series C Preferred Stock at an offering price of $1,000 per share for a maximum offering amount of $47 million.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; "> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>During the year ended December 31, 2021, the Company sold an aggregate of 5,734.4 shares of Series C Preferred Stock for total gross proceeds of $5,734,400. After deducting a placement fee and other expenses, the Company received net proceeds of $5,345,207. The Company capitalized an additional $159,515 of issuance costs associated with the offering which, net of amortization expense, offset with the net proceeds on the balance sheet.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; "> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Common Stock</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company is authorized to issue up to 200,000,000 shares of Common Stock, par value $0.01 per share. As of December 31, 2021 and 2020, there were 12,403,680 and 12,398,580 shares of Common Stock issued and outstanding, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Stock Issued for Service</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2021, the Company issued no stock for services. During the year ended December 31, 2020, the Company issued 50,000 shares of Common Stock to board members with a value of $32,500.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Stock Issued for Cash</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">  </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the years ended December 31, 2021 and 2020, the Company issued 5,100 and 12,500 shares of Common Stock, respectively, to early investors in the Regulation A offering, valued at $1,377 and $4,185, respectively.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">  </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">Equity Incentive Plan</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In December 2017, the Board of Directors, with the approval of a majority of the stockholders of the Company, adopted the Manufactured Housing Properties Inc. Stock Compensation Plan (the “Plan”) which is administered by the Compensation Committee. As of December 31, 2021, there were 706,175 shares granted and 293,825 shares remaining available under the Plan.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company has issued options to directors, officers, and employees under the Plan. One third of the options vest immediately, and two thirds vest in equal annual installments over a two-year period. During the years ended December 31, 2021 and 2020, the Company issued 50,000 and 0 options and recorded total stock option expense of $66,015 and $2,370, respectively, inclusive of the stock option expense in connection with the correction to the exercise price as noted below.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2021, the Company amended stock option agreements executed in 2019 and 2021 to correct the exercise price to $0.01 rather than $0.27 which increased stock option expense by $27,550.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table summarizes the stock options outstanding as of December 31, 2021:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Number of <br/> options</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted <br/> average <br/> exercise <br/> price (per <br/> share)</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted <br/> average <br/> remaining <br/> contractual <br/> term (in <br/> years)</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 9pt">Outstanding at December 31, 2020</td><td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; width: 9%; text-align: right">656,175</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 9%; text-align: right">   0.01</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; width: 9%; text-align: right">7.7</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -9pt; padding-left: 0.25in">Granted</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">50,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.01</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9.0</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -9pt; padding-left: 0.25in">Exercised</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-156">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-157">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-158">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 0.25in">Forfeited / cancelled / expired</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-159">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-160">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-161">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 9pt">Outstanding at December 31, 2021</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">706,175</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">0.01</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6.6</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 9pt">Exercisable at December 31, 2021</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">672,842</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">0.01</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6.4</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price at fiscal year-end and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holder had all options holders exercised their options on December 31, 2020. As of December 31, 2021, there were 706,175 “in-the-money” options with an aggregate intrinsic value of $2,040,846.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table summarizes information concerning options outstanding as of December 31, 2021.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Strike Price<br/> Range ($)</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Outstanding<br/> stock options</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted average <br/> remaining<br/> contractual term<br/> (in years)</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted average <br/> outstanding<br/> strike price</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Vested<br/> stock options</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted average <br/> vested<br/> strike price</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">0.01</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">519,675</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">5.9</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">0.01</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">519,675</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 13%; text-align: right">0.01</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">136,500</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8.0</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">136,500</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">50,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9.0</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">16,667</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table summarizes information concerning options outstanding as of December 31, 2020.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Strike Price<br/> Range ($)</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Outstanding<br/> stock options</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted average <br/> remaining<br/> contractual term<br/> (in years)</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted average <br/> outstanding<br/> strike price</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Vested<br/> stock options</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted average <br/> vested<br/> strike price</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">0.01</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">519,675</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">7.0</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">0.01</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">519,675</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 13%; text-align: right">0.01</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">136,500</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9.0</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">45,500</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The table below presents the weighted average expected life in years of options granted under the Plan as described above. The risk-free rate of the stock options is based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds with the expected term of the option granted.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions for grants made during the periods indicated.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold">Stock option assumptions</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>December 31,</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>2021</b></p></td><td style="padding-bottom: 1.5pt"/><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>December 31,</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>2020</b></p></td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Risk-free interest rate</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.26 – 1.40</span></td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">                  <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="width: 76%; text-align: left">Expected dividend yield</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">0.00</td><td style="width: 1%; text-align: left">%</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">-</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Expected volatility</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">16.03 –273.98</span></td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Expected life of options (in years)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6.5</td><td style="text-align: left"/><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> </table> 10000000 0.01 4000000 0.017 0.08 2.5 384864 377353 2.5 2.5 2.5 472271 472500 1886000 4715000 1126771 1890000 4725000 656500 1000000 Holders of Series B Preferred Stock will be entitled to receive cumulative dividends in the amount of $0.067 per share each month, which is equivalent to the annual rate of 8% of the $10.00 liquidation preference per share; provided that upon an event of default (generally defined as the Company’s failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall be increased to $0.083 per month, which is equivalent to the annual rate of 10% of the $10.00 liquidation preference per share. 579303 433790 10 739034 567217 On November 1, 2019, the Company launched an offering under Regulation A of Section 3(6) of the Securities Act of 1933, as, amended (the “Securities Act”), for Tier 2 offerings, pursuant to which the Company offered up to 1,000,000 shares of Series B Preferred Stock at an offering price of $10.00 per share, for a maximum offering amount of $10,000,000. In addition, the Company offered bonus shares to early investors in this offering, whereby the first 400 investors received, in addition to Series B Preferred Stock, 100 shares of Common Stock, regardless of the amount invested, for a total of 40,000 shares of Common Stock. 117297 1172970 1087485 231532 2315320 2151250 758551 7185716 1332878 641254 6096855 595221 47000 1000 Holders of Series C Preferred Stock are entitled to receive cumulative monthly cash dividends at a per annum rate of 7% of the stated value (or $5.83 per share each month based on the initial stated value). 49292 26960 0.04 ●11% if the redemption is requested on or before the first anniversary of the original issuance of such shares;   ● 8% if the redemption is requested after the first anniversary and on or before the second anniversary of the original issuance of such shares;     ● 5% if the redemption is requested after the second anniversary and on or before the third anniversary of the original issuance of such shares; and   ●after the third anniversary of the date of original issuance of shares to be redeemed, no redemption fee shall be subtracted from the redemption price. 0.10 47000 1000 47000000 5734.4 5734400 5345207 159515 200000000 0.01 12403680 12403680 12398580 12398580 50000 32500 5100 12500 1377 4185 706175 293825 50000 0 66015 2370 0.01 0.01 0.27 0.27 27550 <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Number of <br/> options</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted <br/> average <br/> exercise <br/> price (per <br/> share)</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted <br/> average <br/> remaining <br/> contractual <br/> term (in <br/> years)</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 9pt">Outstanding at December 31, 2020</td><td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; width: 9%; text-align: right">656,175</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; width: 9%; text-align: right">   0.01</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; width: 9%; text-align: right">7.7</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-indent: -9pt; padding-left: 0.25in">Granted</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">50,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.01</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9.0</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: -9pt; padding-left: 0.25in">Exercised</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-156">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-157">-</div></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><div style="-sec-ix-hidden: hidden-fact-158">-</div></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left; padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 0.25in">Forfeited / cancelled / expired</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-159">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-160">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right"><div style="-sec-ix-hidden: hidden-fact-161">-</div></td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 9pt">Outstanding at December 31, 2021</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">706,175</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">0.01</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6.6</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="padding-bottom: 1.5pt; text-indent: -9pt; padding-left: 9pt">Exercisable at December 31, 2021</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">672,842</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="border-bottom: Black 1.5pt solid; text-align: right">0.01</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6.4</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 656175 0.01 P7Y8M12D 50000 0.01 P9Y 706175 0.01 P6Y7M6D 672842 0.01 P6Y4M24D 706175 2040846 <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Strike Price<br/> Range ($)</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Outstanding<br/> stock options</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted average <br/> remaining<br/> contractual term<br/> (in years)</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted average <br/> outstanding<br/> strike price</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Vested<br/> stock options</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted average <br/> vested<br/> strike price</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">0.01</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">519,675</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">5.9</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">0.01</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">519,675</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 13%; text-align: right">0.01</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">136,500</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8.0</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">136,500</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">50,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9.0</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">16,667</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Strike Price<br/> Range ($)</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Outstanding<br/> stock options</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted average <br/> remaining<br/> contractual term<br/> (in years)</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted average <br/> outstanding<br/> strike price</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Vested<br/> stock options</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td><td style="text-align: center; font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; font-weight: bold; text-align: center">Weighted average <br/> vested<br/> strike price</td><td style="text-align: center; padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">0.01</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">519,675</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">7.0</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 14%; text-align: right">0.01</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 14%; text-align: right">519,675</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 13%; text-align: right">0.01</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">136,500</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9.0</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">45,500</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">0.01</td><td style="text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 0.01 519675 P5Y10M24D 0.01 519675 0.01 0.01 136500 P8Y 0.01 136500 0.01 0.01 50000 P9Y 0.01 16667 0.01 0.01 519675 P7Y 0.01 519675 0.01 0.01 136500 P9Y 0.01 45500 0.01 <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1.5pt solid; font-weight: bold">Stock option assumptions</td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>December 31,</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>2021</b></p></td><td style="padding-bottom: 1.5pt"/><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: Black 1.5pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>December 31,</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><b>2020</b></p></td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Risk-free interest rate</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.26 – 1.40</span></td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">                  <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="width: 76%; text-align: left">Expected dividend yield</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">0.00</td><td style="width: 1%; text-align: left">%</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">-</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Expected volatility</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">16.03 –273.98</span></td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: left">Expected life of options (in years)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">6.5</td><td style="text-align: left"/><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> </table> 0.0026 0.014 0 0.1603 2.7398 P6Y6M <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">NOTE 8 – RELATED PARTY TRANSACTIONS</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">  </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">See Note 6 for information regarding the promissory notes issued to Metrolina, a significant stockholder, and the revolving promissory notes issued to Raymond M. Gee, the Company’s chairman and chief executive officer.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In August 2019, the Company entered into an office lease agreement with 136 Main Street LLC, an entity whose sole owner is Gvest Real Estate LLC, whose sole owner is Mr. Gee, for the lease of the Company’s offices. The lease is $12,000 per month and is on a month-to-month term. During the years ended December 31, 2021 and 2020, the Company paid $144,000 and $48,000, respectively, of rent expense to 136 Main Street LLC.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the years ended December 31, 2021 and 2020, Raymond M. Gee received fees totaling $500,000 and $370,000, respectively, for his personal guaranty on certain promissory notes relating to the refinancing and acquisitions of mobile home communities owned by the Company. During the year ended December 31, 2021, the Company also accrued $250,000 for personal guaranty fees owed to Mr. Gee in relation to the Asheboro and Morganton acquisitions that occurred at the end of December which were paid in January 2022.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>See Note 3 for information regarding related party VIEs.</span></p> 12000 144000 48000 500000 370000 250000 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">NOTE 9 – INCOME TAXES</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was enacted to significantly reform the Internal Revenue Code of 1987, as amended (the “IRC”). The TCJA, among other things, contains significant changes to corporate taxation, including a reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; a limitation of the tax deduction for interest expense; a limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such tax losses may be carried forward indefinitely); and modifying or repealing many business deductions and credits.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company has significant business interest expense; however, the TCJA provision implementing a limitation of the tax deduction for interest expense does not apply to the Company as it qualifies for the small business exemption. On the 2019 and 2020 tax return, the company elected to take 100% bonus depreciation deduction available under the new TCJA tax legislation, which applied to qualified property placed in service after September 27, 2017 and before January 1, 2023. This large deduction increased our deferred tax liability and increased our NOL significantly.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, supersedes the changes related to NOLs from TCJA and permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. After December 31, 2020, the limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks are reenacted.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s VIEs are single member LLCs. As single member LLCs, these entities are considered disregarded for income tax purposes and are not included in the Company’s tax return. Therefore, the VIEs are not included in the tax information presented below.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2021 and 2020, the Company had net deferred tax assets principally arising from the net operating loss carry forwards for income tax purposes multiplied by the Federal statutory tax rate of 21%. As management of the Company cannot determine that it is more likely than not that we will realize the benefit of the deferred tax assets, a valuation allowance equal to the deferred tax asset has been established at December 31, 2021 and 2020.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2021, and 2020, the Company had Federal net operating loss carryforwards of approximately $19,257,499 and $18,446,935, respectively. The change in the valuation allowance for the years ended December 31, 2021 and 2020 was $1,352,630 and $2,364,875, respectively. The provision to return true up adjustment primarily related to a depreciation true up on the 2020 return.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The significant components of the current income tax benefit at December 31, 2021 and 2020 were as follows:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">For the Years Ended</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31,<br/> 2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31,<br/> 2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify">Statutory rate applied to income (loss) before income taxes</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">(383,885</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">(1,068,482</td><td style="width: 1%; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Increase (decrease) in income taxes results from:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-left: 9pt">VIE income</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">112,958</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">451,876</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-left: 9pt">Change in valuation allowance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,352,630</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,364,876</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt">Provision to return true up</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,623,557</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,748,270</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-bottom: 4pt">Income tax expense (benefit)</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">-</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-162">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The difference between income tax expense computed by applying the federal statutory corporate tax rate and provision for actual income tax is as follows:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">For the Years Ended</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31,<br/> 2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31,<br/> 2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify">Income tax benefit at</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">21.00</td><td style="width: 1%; text-align: left">%</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">21.00</td><td style="width: 1%; text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Income tax benefit - State</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3.62</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3.63</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-left: 9pt">VIE income</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-7.25</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-10.42</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-left: 9pt">Change in valuation allowance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">86.77</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">26.09</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt">Provision to return true up</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">-104.14</td><td style="padding-bottom: 1.5pt; text-align: left">%</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">-40.30</td><td style="padding-bottom: 1.5pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-bottom: 4pt">Income tax expense (benefit)</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">0.00</td><td style="padding-bottom: 4pt; text-align: left">%</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">0.00</td><td style="padding-bottom: 4pt; text-align: left">%</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The effects of temporary differences that gave rise to net deferred tax assets are as follows:</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">For the Years Ended</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31,<br/> 2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31,<br/> 2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">Deferred tax liabilities:</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify; padding-left: 9pt">Depreciation</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">(2,431,793</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">(761,455</td><td style="width: 1%; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-left: 9pt">Amortization expense</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(14,372</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(269,076</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-left: 9pt">Other</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(584</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(584</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Deferred tax assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt">Operating loss carryforwards</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">4,251,516</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">4,188,512</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Gross deferred tax assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,804,767</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,157,397</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt">Valuation allowance</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,804,767</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,157,397</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-bottom: 4pt">Net deferred income tax asset</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-163">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-164">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 0.35 0.21 0.80 1 1 0.80 0.21 0.21 19257499 18446935 The change in the valuation allowance for the years ended December 31, 2021 and 2020 was $1,352,630 and $2,364,875, respectively. <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">For the Years Ended</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31,<br/> 2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31,<br/> 2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify">Statutory rate applied to income (loss) before income taxes</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">(383,885</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">(1,068,482</td><td style="width: 1%; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Increase (decrease) in income taxes results from:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-left: 9pt">VIE income</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">112,958</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">451,876</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-left: 9pt">Change in valuation allowance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(1,352,630</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,364,876</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt">Provision to return true up</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,623,557</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,748,270</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-bottom: 4pt">Income tax expense (benefit)</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">-</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-162">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> -383885 -1068482 112958 451876 -1352630 2364876 1623557 -1748270 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">For the Years Ended</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31,<br/> 2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31,<br/> 2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify">Income tax benefit at</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">21.00</td><td style="width: 1%; text-align: left">%</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">21.00</td><td style="width: 1%; text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Income tax benefit - State</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3.62</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3.63</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-left: 9pt">VIE income</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-7.25</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-10.42</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-left: 9pt">Change in valuation allowance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">86.77</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">26.09</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt">Provision to return true up</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">-104.14</td><td style="padding-bottom: 1.5pt; text-align: left">%</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">-40.30</td><td style="padding-bottom: 1.5pt; text-align: left">%</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-bottom: 4pt">Income tax expense (benefit)</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">0.00</td><td style="padding-bottom: 4pt; text-align: left">%</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">0.00</td><td style="padding-bottom: 4pt; text-align: left">%</td></tr> </table><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 0.21 0.21 0.0362 0.0363 -0.0725 -0.1042 0.8677 0.2609 1.0414 0.403 0 0 <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="6" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">For the Years Ended</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31,<br/> 2021</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31,<br/> 2020</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">Deferred tax liabilities:</td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify; padding-left: 9pt">Depreciation</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">(2,431,793</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">(761,455</td><td style="width: 1%; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-left: 9pt">Amortization expense</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(14,372</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(269,076</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-left: 9pt">Other</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(584</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(584</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Deferred tax assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt; padding-left: 9pt">Operating loss carryforwards</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">4,251,516</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">4,188,512</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify">Gross deferred tax assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,804,767</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,157,397</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1.5pt">Valuation allowance</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(1,804,767</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,157,397</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; "> <td style="text-align: justify; padding-bottom: 4pt">Net deferred income tax asset</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-163">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right"><div style="-sec-ix-hidden: hidden-fact-164">-</div></td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 2431793 761455 14372 269076 -584 -584 4251516 4188512 1804767 3157397 1804767 3157397 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><span style="text-decoration:underline">NOTE 10 – SUBSEQUENT EVENTS</span></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Additional Closings of Regulation A Offering</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Subsequent to December 31, 2021, the Company sold an aggregate of 4,291 shares of Series C Preferred Stock in additional closings of the Regulation A offering described below for total gross proceeds of $4,289,440. After deducting a placement fee, we received net proceeds of approximately $4,004,109.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Warrenville Purchase and Sale Agreement</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On November 11, 2021, MHP Pursuits LLC entered into a purchase and sale agreement with R&amp;S Properties, LLC for the purchase of a manufactured housing community located in Warrenville, South Carolina consisting of 85 lots and 61 homes on approximately 45 acres for a total purchase price of $3,050,000. On March 9, 2022, the agreement was amended to extend the closing date to March 31, 2022. As of the date of this report, acquisition of this community has not yet occurred.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Spaulding Purchase and Sale Agreement</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On January 19, 2022, <span>MHP Pursuits LLC entered into a purchase and sale agreement with Spaulding Enterprises, Inc. for the purchase of a manufactured housing community located in Brunswick, Georgia consisting of 72 sites and 28 homes on approximately 17 acres for a total purchase price of $2,000,000. As of the date of this report, acquisition of this community has not yet occurred. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Sunnyland Acquisition</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On November 3, 2021, MHP Pursuits LLC entered into a purchase and sale agreement with Billie Jean Faust for the purchase of a manufactured housing community located in Byron, Georgia consisting of 73 sites on approximately 18.57 acres and an adjacent parcel of undeveloped land containing 15.09 acres for a total purchase price of $2,200,000. On January 27, 2022, MHP Pursuits LLC assigned its rights and obligations in the purchase agreement to Sunnyland MHP LLC, an entity wholly owned by the Company, and Gvest Sunnyland Homes LLC, an entity wholly owned by Gvest Finance LLC, pursuant to an assignment of purchase and sale agreement. On January 31, 2022, closing of the purchase agreement was completed and Sunnyland MHP LLC purchased the land and land improvements, and Gvest Sunnyland Homes LLC purchased the buildings. <span>Proforma financial information for Sunnyland is included in the unaudited proforma combined results of operations in Note 5.</span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In connection with the closing of the property, on January 31, 2022, Sunnyland MHP LLC entered into a loan agreement with Vanderbilt Mortgage and Finance, Inc. for a loan in the principal amount of $1,760,000 and issued a promissory note to the lender for the same amount.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">Interest on the disbursed and unpaid principal balance accrues as follows: (a) from the date funds are first disbursed at a rate of 5.37% per annum, interest only for the first thirty-six months, and (b) on February 10, 2025, interest on the disbursed and unpaid principal balance accrues at a rate 5.21% per annum until maturity. Interest is calculated on the basis of a 360-day year and the actual number of calendar days elapsed. Payments began on March 10, 2022 and continue the 10<sup>th</sup> of every month until maturity on February 10, 2027. Sunnyland MHP LLC may prepay the note in part or in full at any time if it pays a prepayment premium calculated in accordance with the loan agreement.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b> </b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0in">The note is secured by a first priority security interest in the property and is guaranteed by Raymond M. Gee. The loan agreement and note contain customary financial and other covenants and events of default for a loan of its type.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Clyde Purchase and Sale Agreement</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On February 10, 2022, <span>MHP Pursuits LLC entered into a purchase and sale agreement with Harold and Brenda Allen for the purchase of a manufactured housing community located in Clyde, North Carolina, a part of the Asheville Metropolitan Statistical Area, consisting of 51 sites and 51 homes on approximately 9 acres for a total purchase price of $3,050,000. As of the date of this report, acquisition of this community has not yet occurred. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span><b><i>Solid Rock Purchase and Sale Agreement</i></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>On February 25, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with K10 Enterprises LLC for the purchase of a manufactured housing community located in Leesville, South Carolina, consisting of 39 sites and homes on approximately 11 acres for a total purchase price of $1,700,000. As of the date of this report, acquisition of this community has not yet occurred. </span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span><b><i>Charlotte 3 Park Note Repayment</i></b></span></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span>On February 28, 2022, the Company borrowed $700,000 from Gvest Real Estate Capital, LLC, increasing the outstanding balance on the revolving promissory note described above. On March 1, 2022, proceeds from the revolving promissory note were used to repay the Charlotte 3 Park MHP LLC $1,500,000 note payable upon its maturity.</span></p> 4291 4289440 4004109 85 61 45 3050000 72 28 17 2000000 73 18.57 15.09 2200000 1760000 Interest on the disbursed and unpaid principal balance accrues as follows: (a) from the date funds are first disbursed at a rate of 5.37% per annum, interest only for the first thirty-six months, and (b) on February 10, 2025, interest on the disbursed and unpaid principal balance accrues at a rate 5.21% per annum until maturity. Interest is calculated on the basis of a 360-day year and the actual number of calendar days elapsed. Payments began on March 10, 2022 and continue the 10th of every month until maturity on February 10, 2027. Sunnyland MHP LLC may prepay the note in part or in full at any time if it pays a prepayment premium calculated in accordance with the loan agreement.  51 51 9 3050000 39 11 1700000 700000 1500000 false FY 0001277998 Included in other liabilities is an intercompany balance of $1,515,715 and $0 as of December 31, 2021 and 2020, respectively. The intercompany balances have been eliminated on the consolidated balance sheet. The balances as of and the results of operations for the year ended December 31, 2020 have been revised to reflect the correction of an error in the recording of the December sale of homes to Gvest Finance LLC and Gvest Homes I LLC. The Company recorded the sale of all 364 park owned homes within the ARC, Countryside, Crestview, and Maple communities, but only 305 park owned homes were sold. See Note 2 for more information. Anderson MHP LLC also purchased vehicles and equipment totaling $156,465 which is included in the improvements column above. 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