Current Report Filing (8-k)
08 November 2022 - 10:46PM
Edgar (US Regulatory)
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2022-11-08 0000752642
UMH:Sec6.375SeriesDCumulativeRedeemablePreferredStock.10ParValueMember
2022-11-08 2022-11-08 iso4217:USD xbrli:shares iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported):
November 8, 2022
UMH Properties, Inc.
(Exact
name of registrant as specified in its charter)
Maryland |
|
001-12690 |
|
22-1890929 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
Juniper Business Plaza,
3499 Route 9 North,
Suite 3-C,
Freehold,
NJ |
|
07728 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code:(732)
577-9997
Not Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
☐ |
Soliciting
material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR
240.14a-12) |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
Common Stock, $.10 par value |
|
UMH |
|
New York Stock Exchange |
6.375% Series D Cumulative Redeemable Preferred Stock, $.10 par
value |
|
UMH PRD |
|
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter). 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. ☐
Item
2.02 Results of Operations and Financial Condition.
Item
7.01 Regulation FD Disclosure.
On
November 8, 2022, UMH Properties, Inc. issued a press release
announcing the results for the third quarter September 30, 2022 and
disclosed a supplemental information package in connection with its
earnings conference call for the third quarter September 30, 2022.
A copy of the supplemental information package and press release is
furnished with this report as Exhibit 99 and is incorporated herein
by reference.
The
information in this report and the exhibit attached hereto is being
furnished, not filed, for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and pursuant to Item
2.02 and Item 7.01 of Form 8-K will not be incorporated by
reference into any filing under the Securities Act of 1933, as
amended, unless specifically identified therein as being
incorporated therein by reference.
Forward-Looking
Statements
Statements
contained in this report, including the document that is
incorporated by reference, that are not historical facts are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended and
the Private Securities Litigation Reform Act of 1995 (the “Exchange
Act”). All statements, other than statements of historical facts
that address activities, events or developments where the Company
uses any of the words “anticipates,” “assumes,” “believes,”
“estimates,” “expects,” “intends,” or similar expressions, are
forward-looking statements. These forward-looking statements are
not guaranteed and are based on the Company’s current intentions
and on the Company’s current expectations and assumptions. These
statements, intentions, expectations and assumptions involve risks
and uncertainties, some of which are beyond the Company’s control
that could cause actual results or events to differ materially from
those that the Company anticipates or projects, such as:
|
● |
changes
in the real estate market conditions and general economic
conditions; |
|
● |
the
inherent risks associated with owning real estate, including local
real estate market conditions, governing laws and regulations
affecting manufactured housing communities and illiquidity of real
estate investments; |
|
● |
increased
competition in the geographic areas in which we own and operate
manufactured housing communities; |
|
● |
our
ability to continue to identify, negotiate and acquire manufactured
housing communities and/or vacant land which may be developed into
manufactured housing communities on terms favorable to
us; |
|
● |
our
ability to maintain rental rates and occupancy levels; |
|
● |
changes
in market rates of interest; |
|
● |
inflation,
including increases in commodity prices and the cost of purchasing
manufactured homes; |
|
● |
our
ability to purchase manufactured homes for rental or
sale; |
|
● |
our
ability to repay debt financing obligations; |
|
● |
our
ability to refinance amounts outstanding under our credit
facilities at maturity on terms favorable to us; |
|
● |
our
ability to comply with certain debt covenants; |
|
● |
our
ability to integrate acquired properties and operations into
existing operations; |
|
● |
the
availability of other debt and equity financing
alternatives; |
|
● |
continued
ability to access the debt or equity markets; |
|
● |
the
loss of any member of our management team; |
|
● |
our
ability to maintain internal controls and processes to ensure all
transactions are accounted for properly, all relevant disclosures
and filings are 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 |
|
● |
our
ability to qualify as a real estate investment trust for federal
income tax purposes. |
Item
9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
UMH
Properties, Inc. |
|
|
|
Date:
November 8, 2022 |
By: |
/s/
Anna T. Chew |
|
Name: |
Anna
T. Chew |
|
Title: |
Vice
President and Chief Financial Officer
|
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