UMH-D UMH Properties Inc

 

 

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, 2023

 

 

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, $0.10 par value		UMH		New York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value		UMH PD		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, 2023, UMH Properties, Inc. issued a press release announcing the results for the third quarter September 30, 2023 and disclosed a supplemental information package in connection with its earnings conference call for the third quarter September 30, 2023. 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;
	●	risks and uncertainties related to the COVID-19 pandemic or other highly infectious or contagious diseases;
	●	the inherent risks associated with owning real estate, including local real estate market conditions, governing laws and regulations affecting manufactured housing communities and illiquidity of real estate investments;
	●	increased competition in the geographic areas in which we own and operate manufactured housing communities;
	●	our ability to continue to identify, negotiate and acquire manufactured housing communities and/or vacant land which may be developed into manufactured housing communities on terms favorable to us;
	●	our ability to maintain or increase rental rates and occupancy levels;
	●	changes in market rates of interest;
	●	inflation and increases in costs, including personnel, insurance and the cost of purchasing manufactured homes;
	●	our ability to purchase manufactured homes for rental or sale;

 

 

	●	our ability to repay debt financing obligations;
	●	our ability to refinance amounts outstanding under our credit facilities at maturity on terms favorable to us;
	●	our ability to comply with certain debt covenants;
	●	our ability to integrate acquired properties and operations into existing operations;
	●	the availability of other debt and equity financing alternatives;
	●	continued ability to access the debt or equity markets;
	●	the loss of any member of our management team;
	●	our ability to maintain internal controls and processes to ensure all transactions are accounted for properly, all relevant disclosures and filings are timely made in a timely manner 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.

 

(d)	Exhibits.
99	Supplemental information package for the third quarter September 30, 2023 and press release dated November 8, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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, 2023	By:	/s/ Anna T. Chew
	Name:	Anna T. Chew
	Title:	Executive Vice President and Chief Financial Officer

 

 

Exhibit 99

 

 

 

Table of Contents

 

	Page
Financial Highlights	3
Consolidated Balance Sheets	4
Consolidated Statements of Income (Loss)	5
Consolidated Statements of Cash Flows	6
Reconciliation of Net Loss to Adjusted EBITDA excluding Non-Recurring Other Expense and Net Loss Attributable to Common Shareholders to FFO and Normalized FFO	7
Market Capitalization, Debt and Coverage Ratios	8
Debt Analysis	9
Debt Maturity	10
Securities Portfolio Performance	11
Property Summary and Snapshot	12
Same Property Statistics	13
Acquisitions Summary and Property Portfolio	14
Definitions	15
Press Release Dated November 8, 2023	16

 

Certain information in this Supplemental Information Package contains Non-GAAP financial measures. These Non-GAAP financial measures are REIT industry financial measures that are not calculated in accordance with accounting principles generally accepted in the United States of America. Please see page 15 for a definition of these Non-GAAP financial measures and page 7 for the reconciliation of certain captions in the Supplemental Information Package to the statement of operations as reported in the Company’s filings with the SEC on Form 10-Q.

 

 

Financial Highlights

(dollars in thousands except per share amounts) (unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
Operating Information
Number of Communities											135				132
Number of Sites											25,778				24,975
Rental and Related Income		$	48,135			$	42,893			$	140,503			$	126,699
Community Operating Expenses		$	20,673			$	19,181			$	60,795			$	56,175
Community NOI		$	27,462			$	23,712			$	79,708			$	70,524
Expense Ratio			42.9	%			44.7	%			43.3	%			44.3	%
Sales of Manufactured Homes		$	7,909			$	9,044			$	23,438			$	20,329
Number of Homes Sold			90				89				264				236
Number of Rentals Added			245				142				779				293
Net Loss		$	(1,499	)		$	(5,218	)		$	(3,403	)		$	(8,631	)
Net Loss Attributable to Common Shareholders		$	(5,831	)		$	(9,745	)		$	(15,546	)		$	(36,548	)
Adjusted EBITDA excluding Non-Recurring Other Expense		$	25,965			$	23,242			$	74,695			$	68,119
FFO Attributable to Common Shareholders		$	13,791			$	10,292			$	36,474			$	18,516
Normalized FFO Attributable to Common Shareholders		$	14,400			$	13,079			$	39,169			$	35,519
Shares Outstanding and Per Share Data
Weighted Average Shares Outstanding
Basic and diluted			65,076				54,891				61,853				53,746
Net Loss Attributable to Common Shareholders per Share –
Basic and Diluted		$	(0.09	)		$	(0.18	)		$	(0.25	)		$	(0.68	)
FFO per Share –
Diluted (1)		$	0.21			$	0.19			$	0.58			$	0.34
Normalized FFO per Share –
Diluted (1)		$	0.22			$	0.24			$	0.63			$	0.65
Dividends per Common Share		$	0.205			$	0.20			$	0.615			$	0.60
Balance Sheet
Total Assets										$	1,392,884			$	1,266,900
Total Liabilities										$	715,137			$	755,348
Market Capitalization
Total Debt, Net of Unamortized Debt Issuance Costs										$	686,630			$	726,061
Equity Market Capitalization										$	927,733			$	890,486
Series D Preferred Stock										$	279,482			$	215,407
Total Market Capitalization										$	1,893,845			$	1,831,954

 

(1)	Please see Definitions on page 15.

 

 

Consolidated Balance Sheets

(in thousands except per share amounts)

 

		September 30,				December 31,
		2023				2022
		(unaudited)
ASSETS
Investment Property and Equipment
Land		$	89,604			$	86,619
Site and Land Improvements			868,123				846,218
Buildings and Improvements			36,012				35,933
Rental Homes and Accessories			504,444				422,818
Total Investment Property			1,498,183				1,391,588
Equipment and Vehicles			28,192				26,721
Total Investment Property and Equipment			1,526,375				1,418,309
Accumulated Depreciation			(402,411	)			(363,098	)
Net Investment Property and Equipment			1,123,964				1,055,211
Other Assets
Cash and Cash Equivalents			38,646				29,785
Marketable Securities at Fair Value			27,616				42,178
Inventory of Manufactured Homes			38,950				88,468
Notes and Other Receivables, net			78,584				67,271
Prepaid Expenses and Other Assets			14,232				20,011
Land Development Costs			47,560				23,250
Investment in Joint Venture			23,332				18,422
Total Other Assets			268,920				289,385
TOTAL ASSETS		$	1,392,884			$	1,344,596
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Mortgages Payable, net of unamortized debt issuance costs		$	442,164			$	508,938
Other Liabilities
Accounts Payable			5,978				6,387
Loans Payable, net of unamortized debt issuance costs			144,623				153,531
Series A Bonds, net of unamortized debt issuance costs			99,843				99,207
Accrued Liabilities and Deposits			13,037				16,852
Tenant Security Deposits			9,492				8,485
Total Other Liabilities			272,973				284,462
Total Liabilities			715,137				793,400
COMMITMENTS AND CONTINGENCIES
Shareholders’ Equity:
Series D- 6.375% Cumulative Redeemable Preferred Stock, $0.10 par value per share; 13,700 and 9,300 shares authorized as of September 30, 2023 and December 31, 2022, respectively; 11,179 and 9,015 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively			279,482				225,379
Common Stock- $0.10 par value per share: 153,714 and 154,048 shares authorized as of September 30, 2023 and December 31, 2022, respectively; 66,172 and 57,595 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively			6,617				5,760
Excess Stock- $0.10 par value per share: 3,000 shares authorized; no shares issued or outstanding as of September 30, 2023 and December 31, 2022			-0-				-0-
Additional Paid-In Capital			414,888				343,189
Undistributed Income (Accumulated Deficit)			(25,364	)			(25,364	)
Total UMH Properties, Inc. Shareholders’ Equity			675,623				548,964
Non-Controlling Interest in Consolidated Subsidiaries			2,124				2,232
Total Shareholders’ Equity			677,747				551,196
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	1,392,884			$	1,344,596

 

 

Consolidated Statements of Income (Loss)

(in thousands except per share amounts) (unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
INCOME:
Rental and Related Income		$	48,135			$	42,893			$	140,503			$	126,699
Sales of Manufactured Homes			7,909				9,044				23,438				20,329
TOTAL INCOME			56,044				51,937				163,941				147,028
EXPENSES:
Community Operating Expenses			20,673				19,181				60,795				56,175
Cost of Sales of Manufactured Homes			5,334				6,330				16,059				14,150
Selling Expenses			1,792				1,625				5,269				3,994
General and Administrative Expenses			4,491				5,150				14,654				13,348
Depreciation Expense			14,147				12,302				41,271				36,003
TOTAL EXPENSES			46,437				44,588				138,048				123,670
OTHER INCOME (EXPENSE):
Interest Income			1,306				1,080				3,661				3,058
Dividend Income			508				699				1,745				2,200
Gain (Loss) on Sales of Marketable Securities, net			226				(6,405	)			183				24,316
Decrease in Fair Value of Marketable Securities			(5,496	)			(1,230	)			(10,439	)			(43,024	)
Other Income			235				366				850				782
Loss on Investment in Joint Venture			(165	)			(116	)			(645	)			(373	)
Interest Expense			(7,694	)			(6,951	)			(24,662	)			(18,852	)
TOTAL OTHER INCOME (EXPENSE)			(11,080	)			(12,557	)			(29,307	)			(31,893	)
Loss before Gain (Loss) on Sales of Investment Property and Equipment			(1,473	)			(5,208	)			(3,414	)			(8,535	)
Gain (Loss) on Sales of Investment Property and Equipment			(26	)			(10	)			11				(96	)
NET LOSS			(1,499	)			(5,218	)			(3,403	)			(8,631	)
Preferred Dividends			(4,364	)			(4,588	)			(12,251	)			(19,788	)
Loss Attributable to Non-Controlling Interest			32				61				108				61
Redemption of Preferred Stock			-0-				-0-				-0-				(8,190	)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS		$	(5,831	)		$	(9,745	)		$	(15,546	)		$	(36,548	)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS PER SHARE –
Basic and Diluted		$	(0.09	)		$	(0.18	)		$	(0.25	)		$	(0.68	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and Diluted			65,076				54,891				61,853				53,746

 

 

Consolidated Statements of Cash Flows

(in thousands) (unaudited)

 

		Nine Months Ended
		September 30, 2023				September 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss		$	(3,403	)		$	(8,631	)
Non-Cash Items Included in Net Loss:
Depreciation			41,271				36,003
Amortization of Financing Costs			1,592				1,445
Stock Compensation Expense			4,010				3,912
Provision for Uncollectible Notes and Other Receivables			1,332				979
Gain on Sales of Marketable Securities, net			(183	)			(24,316	)
Decrease in Fair Value of Marketable Securities			10,439				43,024
(Gain) Loss on Sales of Investment Property and Equipment			(11	)			96
Changes in Operating Assets and Liabilities:
Inventory of Manufactured Homes			49,518				(33,547	)
Notes and Other Receivables, net of notes acquired with acquisitions			(12,645	)			(10,054	)
Prepaid Expenses and Other Assets			1,612				(3,759	)
Accounts Payable			(409	)			2,494
Accrued Liabilities and Deposits			(3,815	)			(3,017	)
Tenant Security Deposits			1,007				454
Net Cash Provided by Operating Activities			90,315				5,083
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Manufactured Home Communities			(3,679	)			(44,684	)
Purchase of Investment Property and Equipment			(108,616	)			(53,677	)
Proceeds from Sales of Investment Property and Equipment			2,282				2,522
Additions to Land Development Costs			(24,310	)			(16,597	)
Purchase of Marketable Securities			(17	)			(14	)
Proceeds from Sales of Marketable Securities			4,323				55,836
Investment in Joint Venture			(4,910	)			(1,821	)
Net Cash Used in Investing Activities			(134,927	)			(58,435	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Mortgages			-0-				59,801
Net (Payments) Proceeds from Short-Term Borrowings			(8,338	)			80,437
Principal Payments of Mortgages and Loans			(67,429	)			(11,855	)
Proceeds from Bond Issuance			-0-				102,670
Financing Costs on Debt			(871	)			(5,761	)
Investments from Non-Controlling Interest			-0-				2,250
Proceeds from At-The-Market Preferred Equity Program, net of offering costs			46,792				110
Payments on Redemption of Preferred Stock			-0-				(247,100	)
Proceeds from At-The-Market Common Equity Program, net of offering costs			121,964				62,753
Proceeds from Issuance of Common Stock in the DRIP, net of dividend reinvestments			4,807				3,210
Proceeds from Exercise of Stock Options			734				4,195
Preferred Dividends Paid			(12,251	)			(21,178	)
Common Dividends Paid, net of dividend reinvestments			(36,102	)			(30,109	)
Net Cash Provided by (Used in) Financing Activities			49,306				(577	)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH			4,694				(53,929	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD			40,876				125,026
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD		$	45,570			$	71,097

 

 

Reconciliation of Net Loss to Adjusted EBITDA and Net Loss Attributable to Common Shareholders to FFO and Normalized FFO

(in thousands) (unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
Reconciliation of Net Loss to Adjusted EBITDA
Net Loss		$	(1,499	)		$	(5,218	)		$	(3,403	)		$	(8,631	)
Interest Expense			7,694				6,951				24,662				18,852
Franchise Taxes			101				96				302				288
Depreciation Expense			14,147				12,302				41,271				36,003
Depreciation Expense from Unconsolidated  Joint Venture			179				90				504				257
Decrease in Fair Value of Marketable Securities			5,496				1,230				10,439				43,024
(Gain) Loss on Sales of Marketable Securities, net			(226	)			6,405				(183	)			(24,316	)
Adjusted EBITDA			25,892				21,856				73,592				65,477
Non- Recurring Other Expense (2)			73				1,386				1,103				2,642
Adjusted EBITDA without Non-recurring Other Expense		$	25,965			$	23,242			$	74,695			$	68,119
Reconciliation of Net Loss Attributable to Common Shareholders to Funds from Operations
Net Loss Attributable to Common Shareholders		$	(5,831	)		$	(9,745	)		$	(15,546	)		$	(36,548	)
Depreciation Expense			14,147				12,302				41,271				36,003
Depreciation Expense from Unconsolidated  Joint Venture			179				90				504				257
(Gain) Loss on Sales of Investment Property and Equipment			26				10				(11	)			96
Decrease in Fair Value of Marketable Securities			5,496				1,230				10,439				43,024
(Gain) Loss on Sales of Marketable Securities, net			(226	)			6,405				(183	)			(24,316	)
Funds from Operations Attributable to Common Shareholders (“FFO”)			13,791				10,292				36,474				18,516
Adjustments:
Redemption of Preferred Stock (1)			-0-				896				-0-				12,916
Amortization of Financing Costs (1)			536				505				1,592				1,445
Non- Recurring Other Expense (2)			73				1,386				1,103				2,642
Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”) (1)		$	14,400			$	13,079			$	39,169			$	35,519

 

(1) Normalized FFO as previously reported for the three and nine months ended September 30, 2022, were $11,678 and $29,348, respectively. During 2022, the Company incurred the carrying cost of excess cash for the redemption of preferred stock. Additionally, due to the change in sources of capital, amortization expense is expected to become more significant and is therefore included as an adjustment to Normalized FFO for the three and nine months ended September 30, 2023 and 2022. After making these adjustments for the three and nine months ended September 30, 2022, Normalized FFO were $13,079 and $35,519, respectively.

 

(2) Consists of the previously disclosed special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which are being expensed over the vesting period ($0 and $862, respectively) and non-recurring expenses for the joint venture with Nuveen ($43 and $93, respectively), one-time legal fees ($25 and $75, respectively), fees related to the establishment of the OZ Fund ($0 and $37, respectively), and costs associated with acquisitions that were not completed ($5 and $36, respectively) for the three and nine months ended September 30, 2023. Consists of the previously disclosed special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which are being expensed over the vesting period ($431 and $1.3 million, respectively) and non-recurring expenses for the joint venture with Nuveen ($2 and $54, respectively), early extinguishment of debt ($2 and $195, respectively), one-time legal fees ($38 and $187, respectively), fees related to the establishment of the OZ Fund ($893) and costs associated with an acquisition that was not completed ($20) for the three and nine months ended September 30, 2022.

 

 

Market Capitalization, Debt and Coverage Ratios

(in thousands except per share amounts) (unaudited)

 

		Nine Months Ended								Year Ended
		September 30, 2023				September 30, 2022				December 31, 2022
Shares Outstanding			66,172				55,138				57,595
Market Price Per Share		$	14.02			$	16.15			$	16.10
Equity Market Capitalization		$	927,733			$	890,486			$	927,298
Total Debt			686,630				726,061				761,676
Preferred			279,482				215,407				225,379
Total Market Capitalization		$	1,893,845			$	1,831,954			$	1,914,353
Total Debt		$	686,630			$	726,061			$	761,676
Less: Cash and Cash Equivalents			(38,646	)			(62,512	)			(29,785	)
Net Debt			647,984				663,549				731,891
Less: Marketable Securities at Fair Value (“Securities”)			(27,616	)			(39,217	)			(42,178	)
Net Debt Less Securities		$	620,368			$	624,332			$	689,713
Interest Expense		$	24,662			$	18,852			$	26,439
Capitalized Interest			4,095				1,290				2,730
Preferred Dividends			12,251				19,788				23,221
Total Fixed Charges		$	41,008			$	39,930			$	52,390
Adjusted EBITDA excluding Non-Recurring Other Expense		$	74,695			$	68,119			$	89,926
Debt and Coverage Ratios
Net Debt / Total Market Capitalization			34.2	%			36.2	%			38.2	%
Net Debt Plus Preferred / Total Market Capitalization			49.0	%			48.0	%			50.0	%
Net Debt Less Securities / Total Market Capitalization			32.8	%			34.1	%			36.0	%
Net Debt Less Securities Plus Preferred / Total Market Capitalization			47.5	%			45.8	%			47.8	%
Interest Coverage			2.6	x			3.4	x			3.1	x
Fixed Charge Coverage			1.8	x			1.7	x			1.7	x
Net Debt / Adjusted EBITDA excluding Non-Recurring Other Expense			6.5	x			7.3	x			8.1	x
Net Debt Less Securities / Adjusted EBITDA excluding Non-Recurring Other Expense			6.2	x			6.9	x			7.7	x
Net Debt Plus Preferred / Adjusted EBITDA excluding  Non-Recurring Other Expense			9.3	x			9.7	x			10.6	x
Net Debt Less Securities Plus Preferred / Adjusted EBITDA excluding Non-Recurring Other Expense			9.0	x			9.2	x			10.2	x

 

 

Debt Analysis

(dollars in thousands) (unaudited)

 

		Nine Months Ended								Year Ended
		September 30, 2023				September 30, 2022				December 31, 2022
Debt Outstanding
Mortgages Payable:
Fixed Rate Mortgages		$	446,280				504,647			$	513,709
Unamortized Debt Issuance Costs			(4,116	)			(4,950	)			(4,771	)
Mortgages, Net of Unamortized Debt Issuance Costs		$	442,164			$	499,697			$	508,938
Loans Payable:
Unsecured Line of Credit		$	100,000			$	75,000			$	75,000
Other Loans Payable			45,888				52,382				79,226
Total Loans Before Unamortized Debt Issuance Costs			145,888				127,382				154,226
Unamortized Debt Issuance Costs			(1,265	)			(40	)			(695	)
Loans, Net of Unamortized Debt Issuance Costs		$	144,623			$	127,342			$	153,531
Bonds Payable:
Series A Bonds		$	102,670			$	102,670			$	102,670
Unamortized Debt Issuance Costs			(2,827	)			(3,648	)			(3,463	)
Bonds, Net of Unamortized Debt Issuance Costs		$	99,843			$	99,022			$	99,207
Total Debt, Net of Unamortized Debt Issuance Costs		$	686,630			$	726,061			$	761,676
% Fixed/Floating
Fixed			79.0	%			82.7	%			80.0	%
Floating			21.0	%			17.3	%			20.0	%
Total			100.0	%			100.0	%			100.0	%
Weighted Average Interest Rates (1)
Mortgages Payable			3.88	%			3.87	%			3.93	%
Loans Payable			7.26	%			4.97	%			6.76	%
Bonds Payable			4.72	%			4.72	%			4.72	%
Total Average			4.71	%			4.18	%			4.60	%
Weighted Average Maturity (Years)
Mortgages Payable			5.0				5.1				5.1

 

(1)

Weighted average interest rates do not include the effect of unamortized debt issuance costs.

 

 

Debt Maturity

(in thousands) (unaudited)

 

 

As of September 30, 2023:
Year Ended		Mortgages				Loans				Bonds				Total				% of Total
2023		$	-0-			$	1,050			$	-0-			$	1,050				0.2	%
2024			-0-				-0-				-0-				-0-				0.0	%
2025			119,666				20,000				-0-				139,666				20.1	%
2026			37,441				100,000	(1)			-0-				137,441				19.8	%
2027			39,235				-0-				102,670	(2)			141,905				20.4	%
Thereafter			249,938				24,838				-0-				274,776				39.5	%
Total Debt Before Unamortized Debt Issuance Cost			446,280				145,888				102,670				694,838				100.0	%
Unamortized Debt Issuance Cost			(4,116	)			(1,265	)			(2,827	)			(8,208	)
Total Debt, Net of Unamortized Debt Issuance Costs		$	442,164			$	144,623			$	99,843			$	686,630

 

(1) Represents $100.0 million balance outstanding on the Company’s Line of Credit due November 7, 2026, with an additional one-year option.

(2) Represents $102.7 million balance outstanding of the Company’s Series A Bonds due February 28, 2027.

 

 

Securities Portfolio Performance

(in thousands)

 

 

 

Year Ended		Securities Available for Sale				Dividend Income				Net Realized Gain on Sale of Securities				Net Realized Gain on Sale of Securities & Dividend Income
2010		$	28,757			$	1,763			$	2,028			$	3,791
2011			43,298				2,512				2,693				5,205
2012			57,325				3,244				4,093				7,337
2013			59,255				3,481				4,056				7,537
2014			63,556				4,066				1,543				5,609
2015			75,011				4,399				204				4,603
2016			108,755				6,636				2,285				8,921
2017			132,964				8,135				1,747				9,882
2018			99,596				10,367				20				10,387
2019			116,186				7,535				-0-				7,535
2020			103,172				5,729				-0-				5,729
2021			113,748				5,098				2,342				7,440
2022			42,178				2,903				6,394				9,297
2023*			27,616				1,745				183				1,928
						$	67,613			$	27,588			$	95,201

 

*For the nine months ended September 30, 2023.

 

 

Property Summary and Snapshot

(unaudited)

 

		September 30, 2023				September 30, 2022				% Change
Communities			135				132				2.3	%
Developed Sites			25,778				24,975				3.2	%
Occupied			22,294				21,198				5.2	%
Occupancy %			86.5	%			84.9	%			160	bps
Total Rentals			9,877				8,999				9.8	%
Occupied Rentals			9,308				8,489				9.6	%
Rental Occupancy %			94.2	%			94.3	%			(10	bps)
Monthly Rent Per Site		$	514			$	492				4.5	%
Monthly Rent Per Home Rental Including Site		$	922			$	854				8.0	%

 

State		Number				Total Acreage				Developed Acreage				Vacant Acreage				Total Sites				Occupied Sites				Occupancy Percentage				Monthly Rent Per Site				Total Rentals				Occupied Rentals				Rental Occupancy Percentage				Monthly Rent Per Home Rental
						(1)								(1)																																(2)
Alabama			2				69				62				7				325				129				39.7	%		$	189				105				96				91.4	%		$	1,024
Georgia			1				26				26				-0-				118				1				0.8	%		$	450				-0-				-0-				N/A				N/A
Indiana			14				1,105				893				212				4,021				3,552				88.3	%		$	471				1,898				1,779				93.7	%		$	908
Maryland			1				77				10				67				63				62				98.4	%		$	621				-0-				-0-				N/A				N/A
Michigan			4				241				222				19				1,089				914				83.9	%		$	485				367				347				94.6	%		$	959
New Jersey			5				390				226				164				1,266				1,219				96.3	%		$	686				46				42				91.3	%		$	1,216
New York			8				698				323				375				1,364				1,170				85.8	%		$	608				474				438				92.4	%		$	1,076
Ohio			38				2,043				1,516				527				7,301				6,341				86.9	%		$	469				2,885				2,741				95.0	%		$	875
Pennsylvania			53				2,409				1,890				519				7,972				6,930				86.9	%		$	540				3,084				2,896				93.9	%		$	924
South Carolina			2				63				55				8				319				185				58.0	%		$	212				123				106				86.2	%		$	999
Tennessee			7				544				316				228				1,940				1,791				92.3	%		$	536				895				863				96.4	%		$	961
Total as of September 30, 2023			135				7,665				5,539				2,126				25,778				22,294				86.5	%		$	514				9,877				9,308				94.2	%		$	922

 

	(1)	Total and Vacant Acreage of 220 for Mountain View Estates and 61 for Struble Ridge are included in the above summary.
	(2)	Includes home and site rent charges.

 

 

Same Property Statistics

(in thousands) unaudited)

 

		Three Months Ended																Nine Months Ended
		September 30, 2023				September 30, 2022				Change				% Change				September 30, 2023				September 30, 2022				Change				% Change
Community Net Operating Income
Rental and Related Income		$	46,316			$	42,113			$	4,203				10.0	%		$	135,618			$	125,121			$	10,497				8.4	%
Community Operating Expenses			18,808				17,750				1,058				6.0	%			55,508				52,549				2,959				5.6	%
Community NOI		$	27,508			$	24,363			$	3,145				12.9	%		$	80,110			$	72,572			$	7,538				10.4	%

 

		September 30, 2023				September 30, 2022				Change
Total Sites			23,973				23,921				0.2	%
Occupied Sites			21,192				20,646				546 sites, 2.6	%
Occupancy %			88.4	%			86.3	%			210 bps
Number of Properties			126				126				N/A
Total Rentals			9,671				8,895				8.7	%
Occupied Rentals			9,123				8,395				8.7	%
Rental Occupancy			94.3	%			94.4	%			(10bps	)
Monthly Rent Per Site		$	519			$	493				5.3	%
Monthly Rent Per Home Including Site		$	918			$	853				7.6	%

 

Same Property includes all properties owned as of January 1, 2022, with the exception of Memphis Blues and Duck River Estates.

 

 

Acquisitions Summary

(dollars in thousands)

 

Year of Acquisition		Number of Communities		Sites		Occupancy % at Acquisition				Purchase Price				Price Per Site				Total Acres
2020		2		310			64	%		$	7,840			$	25				48
2021		3		543			59	%		$	18,300			$	34				113
2022		7		1,486			66	%		$	86,223			$	58				461
2023		1		118			-0-	%		$	3,650			$	31				26

 

 

2023 Acquisitions

 

Community		Date of Acquisition		State		Number of Sites				Purchase Price				Number of Acres				Occupancy
Mighty Oak		January 19, 2023		GA			118			$	3,650				26				-0-	%
Total 2023 to Date							118			$	3,650				26				-0-	%

 

 

Definitions

 

Investors and analysts following the real estate industry utilize funds from operations available to common shareholders (“FFO”), normalized funds from operations available to common shareholders (“Normalized FFO”), community NOI, same property NOI, and earnings before interest, taxes, depreciation, amortization and acquisition costs (“Adjusted EBITDA excluding Non-Recurring Other Expense”), variously defined, as supplemental performance measures. While the Company believes net income (loss) available to common shareholders, as defined by accounting principles generally accepted in the United States of America (U.S. GAAP), is the most appropriate measure, it considers Community NOI, Same Property NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO, given their wide use by and relevance to investors and analysts, appropriate supplemental performance measures. FFO, reflecting the assumption that real estate asset values rise or fall with market conditions, principally adjusts for the effects of U.S. GAAP depreciation and amortization of real estate assets. FFO also adjusts for the effects of the change in the fair value of marketable securities and gains and losses realized on marketable securities. Normalized FFO reflects the same assumptions as FFO except that it also adjusts for amortization of financing costs and certain one-time charges. Community NOI and Same Property NOI provide a measure of rental operations and do not factor in depreciation and amortization and non-property specific expenses such as general and administrative expenses. Adjusted EBITDA excluding Non-Recurring Other Expense provides a tool to further evaluate the ability to incur and service debt and to fund dividends and other cash needs. In addition, Community NOI, Same Property NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO are commonly used in various ratios, pricing multiples, yields and returns and valuation of calculations used to measure financial position, performance and value.

 

FFO, as defined by The National Association of Real Estate Investment Trusts (“NAREIT”), is calculated to be equal to net income (loss) applicable to common shareholders, as defined by U.S. GAAP, excluding gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, the change in the fair value of marketable securities, and the gain or loss on the sale of marketable securities plus certain non-cash items such as real estate asset depreciation and amortization. Included in the NAREIT FFO White Paper - 2018 Restatement, is an option pertaining to assets incidental to our main business in the calculation of NAREIT FFO to make an election to include or exclude gains and losses on the sale of these assets, such as marketable equity securities, and include or exclude mark-to-market changes in the value recognized on these marketable equity securities. In conjunction with the adoption of the FFO White Paper - 2018 Restatement, for all periods presented, we have elected to exclude the gains and losses realized on marketable securities and change in the fair value of marketable securities from our FFO calculation. NAREIT created FFO as a non-GAAP supplemental measure of REIT operating performance.

 

Normalized FFO is calculated as FFO excluding amortization and certain one-time charges.

 

Normalized FFO per Diluted Common Share is calculated using diluted weighted shares outstanding of 65.6 million and 62.5 million shares for the three and nine months ended September 30, 2023, respectively, and 55.6 million and 54.7 million shares for the three and nine months ended September 30, 2022, respectively. Common stock equivalents resulting from stock options in the amount of 478,000 and 655,000 for the three and nine months ended September 30, 2023, respectively, and 728,000 and 956,000 shares for the three and nine months ended September 30, 2022, respectively, were excluded from the computation of Diluted Net Loss per Share as their effect would have been anti-dilutive.

 

Community NOI is calculated as rental and related income less community operating expenses such as real estate taxes, repairs and maintenance, community salaries, utilities, insurance and other expenses.

 

Same Property NOI is calculated as Community NOI, using all properties owned as of January 1, 2022, with the exception of Memphis Blues and Duck River Estates.

 

Adjusted EBITDA excluding Non-Recurring Other Expense is calculated as net income (loss) plus interest expense, franchise taxes, depreciation, the change in the fair value of marketable securities and the gain (loss) on sales of marketable securities, adjusted for non-recurring other expenses.

 

Community NOI, Same Property NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO do not represent cash generated from operating activities in accordance with U.S. GAAP and are not necessarily indicative of cash available to fund cash needs, including the repayment of principal on debt and payment of dividends and distributions. Community NOI, Same Property NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO should not be considered as substitutes for net income (loss) applicable to common shareholders (calculated in accordance with U.S. GAAP) as a measure of results of operations, or cash flows (calculated in accordance with U.S. GAAP) as a measure of liquidity. Community NOI, Same Property NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO as currently calculated by the Company may not be comparable to similarly titled, but variously calculated, measures of other REITs.

 

 

Press Release Dated November 8, 2023

 

FOR IMMEDIATE RELEASE	November 8, 2023
	Contact: Nelli Madden
	732-577-9997

 

UMH PROPERTIES, INC. REPORTS RESULTS FOR THE THIRD QUARTER ENDED

SEPTEMBER 30, 2023

 

FREEHOLD, NJ, November 8, 2023........ UMH Properties, Inc. (NYSE:UMH) (TASE:UMH) reported Total Income for the quarter ended September 30, 2023 of $56.0 million, as compared to $51.9 million for the quarter ended September 30, 2022, representing an increase of 7.9%. Net Loss Attributable to Common Shareholders amounted to $5.8 million or $0.09 per diluted share for the quarter ended September 30, 2023, as compared to a Net Loss of $9.7 million or $0.18 per diluted share for the quarter ended September 30, 2022, representing a 100% per diluted share increase. Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”), was $14.4 million or $0.22 per diluted share for the quarter ended September 30, 2023, as compared to $13.1 million or $0.24 per diluted share for the quarter ended September 30, 2022, and $13.0 million or $0.21 per diluted share for the quarter ended June 30, 2023, representing a 4.8% per diluted share increase sequentially.

 

A summary of significant financial information for the three and nine months ended September 30, 2023 and 2022 is as follows (in thousands except per share amounts):

 

		Three Months Ended
		September 30,
		2023				2022
Total Income		$	56,044			$	51,937
Total Expenses		$	46,437			$	44,588
Net Loss Attributable to Common Shareholders		$	(5,831	)		$	(9,745	)
Net Loss Attributable to Common Shareholders per Diluted Common Share		$	(0.09	)		$	(0.18	)
FFO (1)		$	13,791			$	10,292
FFO (1) per Diluted Common Share		$	0.21			$	0.19
Normalized FFO (1)		$	14,400			$	13,079
Normalized FFO (1) per Diluted Common Share		$	0.22			$	0.24
Diluted Weighted Average Shares Outstanding			65,076				54,891

 

		Nine Months Ended
		September 30,
		2023				2022
Total Income		$	163,941			$	147,028
Total Expenses		$	138,048			$	123,670
Net Loss Attributable to Common Shareholders		$	(15,546	)		$	(36,548	)
Net Loss Attributable to Common Shareholders per Diluted Common Share		$	(0.25	)		$	(0.68	)
FFO (1)		$	36,474			$	18,516
FFO (1) per Diluted Common Share		$	0.58			$	0.34
Normalized FFO (1)		$	39,169			$	35,519
Normalized FFO (1) per Diluted Common Share		$	0.63			$	0.65
Diluted Weighted Average Shares Outstanding			61,853				53,746

 

 

A summary of significant balance sheet information as of September 30, 2023 and December 31, 2022 is as follows (in thousands):

 

		September 30, 2023				December 31, 2022
Gross Real Estate Investments		$	1,498,183			$	1,391,588
Total Assets		$	1,392,884			$	1,344,596
Mortgages Payable, net		$	442,164			$	508,938
Loans Payable, net		$	144,623			$	153,531
Bonds Payable, net		$	99,843			$	99,207
Total Shareholders’ Equity		$	677,747			$	551,196

 

Samuel A. Landy, President and CEO, commented on the results of the third quarter of 2023.

 

“We are pleased to announce another solid quarter of operating results. During the quarter, we:

 

	●	Increased Rental and Related Income by 12.2%;
	●	Increased Community Net Operating Income (“NOI”) by 15.8%;
	●	Increased Same Property NOI by 12.9%;
	●	Increased Same Property Occupancy by 210 basis points from 86.3% to 88.4%;
	●	Improved our Same Property expense ratio from 42.1% in the third quarter of 2022 to 40.6% at quarter end;
	●	Increased our rental home portfolio by 245 homes from June 30, 2023 and 779 homes from yearend 2022 to approximately 9,900 total rental homes, representing an increase of 8.6%;
	●	Issued and sold approximately 2.8 million shares of Common Stock through our At-the-Market Sale Program at a weighted average price of $15.93 per share, generating gross proceeds of $44.5 million and net proceeds of $43.5 million, after offering expenses;
	●	Issued and sold approximately 578,000 shares of Series D Preferred Stock through our At-the-Market Sale Program at a weighted average price of $21.43 per share, generating gross proceeds of $12.4 million and net proceeds of $12.2 million, after offering expenses;
	●	Expanded our revolving line of credit from $20 million to $35 million;
	●	Subsequent to quarter end, issued and sold approximately 190,000 shares of Common Stock through our At-the-Market Sale Program at a weighted average price of $13.98 per share, generating gross proceeds of $2.7 million and net proceeds of $2.6 million, after offering expenses; and
	●	Subsequent to quarter end, issued and sold approximately 44,000 shares of Series D Preferred Stock through our At-the-Market Sale Program at a weighted average price of $21.08 per share, generating gross proceeds of $931,000 and net proceeds of $916,000, after offering expenses.”

 

Mr. Landy stated, “We are pleased to report that Normalized FFO for the third quarter of 2023 was $0.22 per share as compared to $0.21 per share in the second quarter and $0.20 in the first quarter resulting in an approximate 5% per quarter increase each quarter. Our solid operating results are resulting in per share earnings growth despite the impact that higher interest rates have had on the real estate industry.”

 

“At the beginning of the year, UMH was faced with the challenge of installing and occupying over 1,300 new inventory units. Our team has stood up to this challenge and we have rented 900 new homes, an average of 100 homes per month, through the first nine months of the year. Our inventory levels have returned to normal levels, approximately 400 units, and our floorplan lines have largely been paid off. Manufacturer backlogs have been reduced and we can now order just in time inventory allowing us to no longer carry large amounts of inventory. This will allow us to continue to generate similar results next year without negatively impacting our financial results through elevated interest expenses and the associated carrying costs of inventory.”

 

“Our same property operating results demonstrate the effectiveness of our long-term value-added business plan. Year over year, same property occupancy has increased by 546 sites, or 210 basis points, to 88.4%. This occupancy growth and our annual rent increases generated same property rental and related income growth of 10.0% for the quarter and 8.4% for the first nine months of the year. Same property NOI increased 12.9% for the quarter and 10.4% for the first nine months of the year. These increases in same property occupancy, rental and related income and in NOI substantially increases the value of our communities.”

 

 

“Sales of manufactured homes are at $23.4 million for the year, representing an increase of 15.3%. We have sold 264 homes this year of which 122 were new home sales, averaging $134,000 per sale, and 142 were used home sales, averaging $50,000 per sale. We are on track to break our all time sales record of $28.1 million and may reach our sales goal of $30 million.”

 

“UMH has accomplished a great deal this year which has laid the foundation for additional earnings growth in the coming quarters.”

 

UMH Properties, Inc. will host its Third Quarter 2023 Financial Results Webcast and Conference Call. Senior management will discuss the results, current market conditions and future outlook on Thursday, November 9, 2023, at 10:00 a.m. Eastern Time.

 

The Company’s 2023 third quarter financial results being released herein will be available on the Company’s website at www.umh.reit in the “Financials” section.

 

To participate in the webcast, select the webcast icon on the homepage of the Company’s website at www.umh.reit, in the Upcoming Events section. Interested parties can also participate via conference call by calling toll free 877-513-1898 (domestically) or 412-902-4147 (internationally).

 

The replay of the conference call will be available at 12:00 p.m. Eastern Time on Thursday, November 9, 2023, and can be accessed by dialing toll free 877-344-7529 (domestically) and 412-317-0088 (internationally) and entering the passcode 5082598. A transcript of the call and the webcast replay will be available at the Company’s website, www.umh.reit.

 

UMH Properties, Inc., which was organized in 1968, is a public equity REIT that owns and operates 135 manufactured home communities containing approximately 25,800 developed homesites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina and Georgia. UMH also has an ownership interest in and operates two communities in Florida, containing 363 sites, through its joint venture with Nuveen Real Estate.

 

Certain statements included in this press release which are not historical facts may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements are based on the Company’s current expectations and involve various risks and uncertainties. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can provide no assurance those expectations will be achieved. The risks and uncertainties that could cause actual results or events to differ materially from expectations are contained in the Company’s annual report on Form 10-K and described from time to time in the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

 

Note:

 

(1)

Non-GAAP Information: We assess and measure our overall operating results based upon an industry performance measure referred to as Funds from Operations Attributable to Common Shareholders (“FFO”), which management believes is a useful indicator of our operating performance. FFO is used by industry analysts and investors as a supplemental operating performance measure of a REIT. FFO, as defined by The National Association of Real Estate Investment Trusts (“NAREIT”), represents net income (loss) attributable to common shareholders, as defined by accounting principles generally accepted in the United States of America (“U.S. GAAP”), excluding gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, the change in the fair value of marketable securities, and the gain or loss on the sale of marketable securities plus certain non-cash items such as real estate asset depreciation and amortization. Included in the NAREIT FFO White Paper - 2018 Restatement, is an option pertaining to assets incidental to our main business in the calculation of NAREIT FFO to make an election to include or exclude gains and losses on the sale of these assets, such as marketable equity securities, and include or exclude mark-to-market changes in the value recognized on these marketable equity securities. In conjunction with the adoption of the FFO White Paper - 2018 Restatement, for all periods presented, we have elected to exclude the gains and losses realized on marketable securities investments and the change in the fair value of marketable securities from our FFO calculation. NAREIT created FFO as a non-U.S. GAAP supplemental measure of REIT operating performance. We define Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”), as FFO excluding amortization and certain one-time charges. FFO and Normalized FFO should be considered as supplemental measures of operating performance used by REITs. FFO and Normalized FFO exclude historical cost depreciation as an expense and may facilitate the comparison of REITs which have a different cost basis. However, other REITs may use different methodologies to calculate FFO and Normalized FFO and, accordingly, our FFO and Normalized FFO may not be comparable to all other REITs. The items excluded from FFO and Normalized FFO are significant components in understanding the Company’s financial performance.

 

 

FFO and Normalized FFO (i) do not represent Cash Flow from Operations as defined by U.S. GAAP; (ii) should not be considered as alternatives to net income (loss) as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flow as a measure of liquidity.

 

The diluted weighted shares outstanding used in the calculation of FFO per Diluted Common Share and Normalized FFO per Diluted Common Share were 65.6 million and 62.5 million shares for the three and nine months ended September 30, 2023, respectively, and 55.6 million and 54.7 million shares for the three and nine months ended September 30, 2022, respectively. Common stock equivalents resulting from stock options in the amount of 478,000 and 655,000 shares for the three and nine months ended September 30, 2023, respectively, were excluded from the computation of the Diluted Net Loss per Share as their effect would be anti-dilutive. Common stock equivalents resulting from stock options in the amount of 728,000 and 956,000 shares for the three and nine months ended September 30, 2022, respectively, were excluded from the computation of the Diluted Net Loss per Share as their effect would be anti-dilutive.

 

The reconciliation of the Company’s U.S. GAAP net loss to the Company’s FFO and Normalized FFO for the three and nine months ended September 30, 2023 and 2022 are calculated as follows (in thousands):

 

		Three Months Ended								Nine Months Ended
		September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
Net Loss Attributable to Common Shareholders		$	(5,831	)		$	(9,745	)		$	(15,546	)		$	(36,548	)
Depreciation Expense			14,147				12,302				41,271				36,003
Depreciation Expense from Unconsolidated Joint Venture			179				90				504				257
(Gain) Loss on Sales of Investment Property and Equipment			26				10				(11	)			96
Decrease in Fair Value of Marketable Securities			5,496				1,230				10,439				43,024
(Gain) Loss on Sales of Marketable Securities, net			(226	)			6,405				(183	)			(24,316	)
FFO Attributable to Common Shareholders			13,791				10,292				36,474				18,516
Redemption of Preferred Stock (2)			-0-				896				-0-				12,916
Amortization of Financing Costs(2)			536				505				1,592				1,445
Non-Recurring Other Expense (3)			73				1,386				1,103				2,642
Normalized FFO Attributable to Common Shareholders (2)		$	14,400			$	13,079			$	39,169			$	35,519

 

(2)

Normalized FFO as previously reported for the three and nine months ended September 30, 2022, were $11,678 and $29,348, respectively. During 2022, the Company incurred the carrying cost of excess cash for the redemption of preferred stock. Additionally, due to the change in sources of capital, amortization expense is expected to become more significant and is therefore included as an adjustment to Normalized FFO for the three and nine months ended September 30, 2023 and 2022. After making these adjustments for the three and nine months ended September 30, 2022, Normalized FFO were $13,079 and $35,519, respectively.

 

(3)

Consists of the previously disclosed special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which are being expensed over the vesting period ($0 and $862, respectively) and non-recurring expenses for the joint venture with Nuveen ($43 and $93, respectively), one-time legal fees ($25 and $75, respectively), fees related to the establishment of the OZ Fund ($0 and $37, respectively), and costs associated with acquisitions that were not completed ($5 and $36, respectively) for the three and nine months ended September 30, 2023. Consists of the previously disclosed special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which are being expensed over the vesting period ($431 and $1.3 million, respectively) and non-recurring expenses for the joint venture with Nuveen ($2 and $54, respectively), early extinguishment of debt ($2 and $195, respectively), one-time legal fees ($38 and $187, respectively), fees related to the establishment of the OZ Fund ($893) and costs associated with an acquisition that was not completed ($20) for the three and nine months ended September 30, 2022.

 

 

The following are the cash flows provided by (used in) operating, investing and financing activities for the nine months ended September 30, 2023 and 2022 (in thousands):

 

		2023				2022
Operating Activities		$	90,315			$	5,083
Investing Activities			(134,927	)			(58,435	)
Financing Activities			49,306				(577	)

 

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v3.23.3

Cover	Nov. 08, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 08, 2023
Entity File Number	001-12690
Entity Registrant Name	UMH Properties, Inc.
Entity Central Index Key	0000752642
Entity Tax Identification Number	22-1890929
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	Juniper Business Plaza
Entity Address, Address Line Two	3499 Route 9 North
Entity Address, Address Line Three	Suite 3-C
Entity Address, City or Town	Freehold
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07728
City Area Code	(732)
Local Phone Number	577-9997
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.10 par value
Title of 12(b) Security	Common Stock, $0.10 par value
Trading Symbol	UMH
Security Exchange Name	NYSE
6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value
Title of 12(b) Security	6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value
Trading Symbol	UMH PD
Security Exchange Name	NYSE

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