8-K
UMH PROPERTIES, INC. (UMH)
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
Dateof Report (Date of earliest event reported): November 8, 2023
UMHProperties, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-12690 | 22-1890929 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation) | File<br> Number) | Identification<br> No.) |
| Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ | 07728 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’stelephone 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> of exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.10 par value | UMH | New<br> York Stock Exchange |
| 6.375%<br> Series D Cumulative Redeemable Preferred Stock, $0.10 par value | UMH<br> PD | New<br> 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<br> in the real estate market conditions and general economic conditions; |
|---|---|
| ● | risks<br> and uncertainties related to the COVID-19 pandemic or other highly infectious or contagious diseases; |
| ● | the<br> inherent risks associated with owning real estate, including local real estate market conditions, governing laws and regulations<br> affecting manufactured housing communities and illiquidity of real estate investments; |
| ● | increased<br> competition in the geographic areas in which we own and operate manufactured housing communities; |
| ● | our<br> ability to continue to identify, negotiate and acquire manufactured housing communities and/or vacant land which may be developed<br> into manufactured housing communities on terms favorable to us; |
| ● | our<br> ability to maintain or increase rental rates and occupancy levels; |
| ● | changes<br> in market rates of interest; |
| ● | inflation<br> and increases in costs, including personnel, insurance and the cost of purchasing manufactured homes; |
| ● | our<br> ability to purchase manufactured homes for rental or sale; |
| 2 |
| --- | | ● | our<br> ability to repay debt financing obligations; | | --- | --- | | ● | our<br> ability to refinance amounts outstanding under our credit facilities at maturity on terms favorable to us; | | ● | our<br> ability to comply with certain debt covenants; | | ● | our<br> ability to integrate acquired properties and operations into existing operations; | | ● | the<br> availability of other debt and equity financing alternatives; | | ● | continued<br> ability to access the debt or equity markets; | | ● | the<br> loss of any member of our management team; | | ● | our<br> ability to maintain internal controls and processes to ensure all transactions are accounted for properly, all relevant disclosures<br> and filings are timely made in a timely manner in accordance with all rules and regulations, and any potential fraud or embezzlement<br> is thwarted or detected; | | ● | the<br> ability of manufactured home buyers to obtain financing; | | ● | the<br> level of repossessions by manufactured home lenders; | | ● | market<br> conditions affecting our investment securities; | | ● | changes<br> in federal or state tax rules or regulations that could have adverse tax consequences; and | | ● | our<br> 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<br> Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
| --- |
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:<br> November 8, 2023 | By: | /s/ Anna T. Chew |
| Name: | Anna<br> T. Chew | |
| Title: | Executive<br> Vice President and Chief Financial Officer |
| 4 |
| --- |
Exhibit99
Tableof 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.
| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 2 |
| --- |
FinancialHighlights
(dollarsin thousands except per share amounts) (unaudited)
| Three<br> Months Ended | Nine<br> Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30,<br> <br>2023 | September 30,<br> <br>2022 | September 30,<br> <br>2023 | September 30,<br> <br>2022 | |||||||||
| Operating<br> 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<br> 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<br> 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<br>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<br> Sheet | ||||||||||||
| Total Assets | $ | 1,392,884 | $ | 1,266,900 | ||||||||
| Total Liabilities | $ | 715,137 | $ | 755,348 | ||||||||
| Market<br> Capitalization | ||||||||||||
| Total Debt, Net of Unamortized Debt Issuance<br> 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. | |||||||||||
| --- | --- |
| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 3 |
| --- |
ConsolidatedBalance Sheets
(inthousands except per share amounts)
| December 31, | |||||
|---|---|---|---|---|---|
| 2022 | |||||
| ASSETS | |||||
| Investment Property and<br> 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<br> and Equipment | 1,526,375 | 1,418,309 | |||
| Accumulated Depreciation | (402,411 | ) | (363,098 | ) | |
| Net<br> 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<br> Venture | 23,332 | 18,422 | |||
| Total<br> Other Assets | 268,920 | 289,385 | |||
| TOTAL<br> ASSETS | 1,392,884 | $ | 1,344,596 | ||
| LIABILITIES AND SHAREHOLDERS’<br> EQUITY | |||||
| Liabilities | |||||
| Mortgages Payable, net<br> of unamortized debt issuance costs | 442,164 | $ | 508,938 | ||
| Other Liabilities | |||||
| Accounts Payable | 5,978 | 6,387 | |||
| Loans Payable, net of unamortized debt issuance<br> costs | 144,623 | 153,531 | |||
| Series A Bonds, net of unamortized debt issuance<br> 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<br> Liabilities | 715,137 | 793,400 | |||
| COMMITMENTS AND CONTINGENCIES | |||||
| Shareholders’ Equity: | |||||
| Series D- 6.375% Cumulative Redeemable Preferred Stock, 0.10 par value<br> per share; 13,700 and 9,300 shares authorized as of September 30, 2023 and December 31, 2022, respectively; 11,179 and 9,015<br> 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<br> authorized as of September 30, 2023 and December 31, 2022, respectively; 66,172 and 57,595 shares issued and outstanding<br> 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<br> 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<br> (Accumulated Deficit) | (25,364 | ) | (25,364 | ) | |
| Total<br> UMH Properties, Inc. Shareholders’ Equity | 675,623 | 548,964 | |||
| Non-Controlling Interest<br> in Consolidated Subsidiaries | 2,124 | 2,232 | |||
| Total<br> Shareholders’ Equity | 677,747 | 551,196 | |||
| TOTAL<br> LIABILITIES AND SHAREHOLDERS’ EQUITY | 1,392,884 | $ | 1,344,596 |
All values are in US Dollars.
| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 4 |
| --- |
ConsolidatedStatements of Income (Loss)
(inthousands except per share amounts) (unaudited)
| Three<br> Months Ended | Nine<br> Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30,<br> <br>2023 | September 30,<br> <br>2022 | September 30,<br> <br>2023 | September 30,<br><br> <br>2022 | |||||||||
| INCOME: | ||||||||||||
| Rental and Related Income | $ | 48,135 | $ | 42,893 | $ | 140,503 | $ | 126,699 | ||||
| Sales of Manufactured<br> Homes | 7,909 | 9,044 | 23,438 | 20,329 | ||||||||
| TOTAL<br> 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<br> 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,<br> 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<br> OTHER INCOME (EXPENSE) | (11,080 | ) | (12,557 | ) | (29,307 | ) | (31,893 | ) | ||||
| Loss before Gain (Loss) on Sales of Investment<br>Property and Equipment | (1,473 | ) | (5,208 | ) | (3,414 | ) | (8,535 | ) | ||||
| Gain (Loss) on Sales<br> 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<br> 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 |
| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 5 |
| --- |
ConsolidatedStatements of Cash Flows
(inthousands) (unaudited)
| Nine<br> Months Ended | ||||||
|---|---|---|---|---|---|---|
| September<br> 30, 2023 | September<br> 30, 2022 | |||||
| CASH FLOWS FROM OPERATING<br> ACTIVITIES: | ||||||
| Net Loss | $ | (3,403 | ) | $ | (8,631 | ) |
| Non-Cash Items Included in Net Loss: | ||||||
| Depreciation | 41,271 | 36,003 | ||||
| Amortization of Financing<br> Costs | 1,592 | 1,445 | ||||
| Stock Compensation Expense | 4,010 | 3,912 | ||||
| Provision for Uncollectible<br> Notes and Other Receivables | 1,332 | 979 | ||||
| Gain on Sales of Marketable<br> Securities, net | (183 | ) | (24,316 | ) | ||
| Decrease in Fair Value<br> of Marketable Securities | 10,439 | 43,024 | ||||
| (Gain) Loss on Sales of<br> Investment Property and Equipment | (11 | ) | 96 | |||
| Changes in Operating Assets and Liabilities: | ||||||
| Inventory of Manufactured<br> Homes | 49,518 | (33,547 | ) | |||
| Notes and Other Receivables,<br> net of notes acquired with acquisitions | (12,645 | ) | (10,054 | ) | ||
| Prepaid Expenses and Other<br> Assets | 1,612 | (3,759 | ) | |||
| Accounts Payable | (409 | ) | 2,494 | |||
| Accrued Liabilities and<br> Deposits | (3,815 | ) | (3,017 | ) | ||
| Tenant<br> Security Deposits | 1,007 | 454 | ||||
| Net<br> Cash Provided by Operating Activities | 90,315 | 5,083 | ||||
| CASH FLOWS FROM INVESTING<br> ACTIVITIES: | ||||||
| Purchase of Manufactured<br> Home Communities | (3,679 | ) | (44,684 | ) | ||
| Purchase of Investment<br> Property and Equipment | (108,616 | ) | (53,677 | ) | ||
| Proceeds from Sales of<br> Investment Property and Equipment | 2,282 | 2,522 | ||||
| Additions to Land Development<br> Costs | (24,310 | ) | (16,597 | ) | ||
| Purchase of Marketable<br> Securities | (17 | ) | (14 | ) | ||
| Proceeds from Sales of<br> Marketable Securities | 4,323 | 55,836 | ||||
| Investment<br> in Joint Venture | (4,910 | ) | (1,821 | ) | ||
| Net<br> Cash Used in Investing Activities | (134,927 | ) | (58,435 | ) | ||
| CASH FLOWS FROM FINANCING<br> ACTIVITIES: | ||||||
| Proceeds from Mortgages | -0- | 59,801 | ||||
| Net (Payments) Proceeds<br> from Short-Term Borrowings | (8,338 | ) | 80,437 | |||
| Principal Payments of Mortgages<br> and Loans | (67,429 | ) | (11,855 | ) | ||
| Proceeds from Bond Issuance | -0- | 102,670 | ||||
| Financing Costs on Debt | (871 | ) | (5,761 | ) | ||
| Investments from Non-Controlling<br> Interest | -0- | 2,250 | ||||
| Proceeds from At-The-Market<br> Preferred Equity Program, net of offering costs | 46,792 | 110 | ||||
| Payments on Redemption<br> of Preferred Stock | -0- | (247,100 | ) | |||
| Proceeds from At-The-Market<br> Common Equity Program, net of offering costs | 121,964 | 62,753 | ||||
| Proceeds from Issuance<br> of Common Stock in the DRIP, net of dividend reinvestments | 4,807 | 3,210 | ||||
| Proceeds from Exercise<br> of Stock Options | 734 | 4,195 | ||||
| Preferred Dividends Paid | (12,251 | ) | (21,178 | ) | ||
| Common<br> Dividends Paid, net of dividend reinvestments | (36,102 | ) | (30,109 | ) | ||
| Net<br> Cash Provided by (Used in) Financing Activities | 49,306 | (577 | ) | |||
| NET INCREASE (DECREASE)<br> IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 4,694 | (53,929 | ) | |||
| CASH,<br> CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 40,876 | 125,026 | ||||
| CASH,<br> CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | 45,570 | $ | 71,097 |
| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 6 |
| --- |
Reconciliationof Net Loss to Adjusted EBITDA and Net Loss Attributable to Common Shareholders to FFO and Normalized FFO
(inthousands) (unaudited)
| **** | Three Months Ended | **** | Nine Months Ended | **** | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30,<br> <br>2023 | September 30,<br> <br>2022 | September 30,<br> <br>2023 | September 30,<br> <br>2022 | |||||||||
| Reconciliation of Net Loss<br> 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<br> Unconsolidated Joint Venture | 179 | 90 | 504 | 257 | ||||||||
| Decrease in Fair Value<br> of Marketable Securities | 5,496 | 1,230 | 10,439 | 43,024 | ||||||||
| (Gain)<br> Loss on Sales of Marketable Securities, net | (226 | ) | 6,405 | (183 | ) | (24,316 | ) | |||||
| Adjusted<br> EBITDA | 25,892 | 21,856 | 73,592 | 65,477 | ||||||||
| Non-<br> Recurring Other Expense ^(2)^ | 73 | 1,386 | 1,103 | 2,642 | ||||||||
| Adjusted<br> EBITDA without Non-recurring Other Expense | $ | 25,965 | $ | 23,242 | $ | 74,695 | $ | 68,119 | ||||
| Reconciliation of Net Loss<br> Attributable to Common Shareholders to Funds from Operations | ||||||||||||
| Net Loss Attributable to<br> Common Shareholders | $ | (5,831 | ) | $ | (9,745 | ) | $ | (15,546 | ) | $ | (36,548 | ) |
| Depreciation Expense | 14,147 | 12,302 | 41,271 | 36,003 | ||||||||
| Depreciation Expense from<br> Unconsolidated Joint Venture | 179 | 90 | 504 | 257 | ||||||||
| (Gain) Loss on Sales of<br> Investment Property and Equipment | 26 | 10 | (11 | ) | 96 | |||||||
| Decrease in Fair Value<br> of Marketable Securities | 5,496 | 1,230 | 10,439 | 43,024 | ||||||||
| (Gain)<br> Loss on Sales of Marketable Securities, net | (226 | ) | 6,405 | (183 | ) | (24,316 | ) | |||||
| Funds<br> from Operations Attributable to Common Shareholders (“FFO”) | 13,791 | 10,292 | 36,474 | 18,516 | ||||||||
| Adjustments: | ||||||||||||
| Redemption<br> of Preferred Stock ^(1)^ | -0- | 896 | -0- | 12,916 | ||||||||
| Amortization<br> of Financing Costs ^(1)^ | 536 | 505 | 1,592 | 1,445 | ||||||||
| Non-<br> 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 changein sources of capital, amortization expense is expected to become more significant and is therefore included as an adjustment to NormalizedFFO for the three and nine months ended September 30, 2023 and 2022. After making these adjustments for the three and nine months endedSeptember 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 ninemonths ended September 30, 2023. Consists of the previously disclosed special bonus and restricted stock grants for the August 2020 groundbreakingFannie Mae financing, which are being expensed over the vesting period ($431 and $1.3 million, respectively) and non-recurring expensesfor the joint venture with Nuveen ($2 and $54, respectively), early extinguishment of debt ($2 and $195, respectively), one-time legalfees ($38 and $187, respectively), fees related to the establishment of the OZ Fund ($893) and costs associated with an acquisition thatwas not completed ($20) for the three and nine months ended September 30, 2022.
| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 7 |
| --- |
MarketCapitalization, Debt and Coverage Ratios
(inthousands except per share amounts) (unaudited)
| Nine<br> Months Ended | Year<br> Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| September 30,<br> <br>2023 | September 30,<br> <br>2022 | December 31,<br><br> <br>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:<br> Cash and Cash Equivalents | (38,646 | ) | (62,512 | ) | (29,785 | ) | |||
| Net Debt | 647,984 | 663,549 | 731,891 | ||||||
| Less:<br> 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<br> Dividends | 12,251 | 19,788 | 23,221 | ||||||
| Total<br> Fixed Charges | $ | 41,008 | $ | 39,930 | $ | 52,390 | |||
| Adjusted<br> EBITDA excluding Non-Recurring Other Expense | $ | 74,695 | $ | 68,119 | $ | 89,926 | |||
| Debt and Coverage Ratios | |||||||||
| Net Debt / Total Market<br> Capitalization | 34.2 | % | 36.2 | % | 38.2 | % | |||
| Net Debt Plus Preferred<br> / Total Market Capitalization | 49.0 | % | 48.0 | % | 50.0 | % | |||
| Net Debt Less Securities<br> / Total Market Capitalization | 32.8 | % | 34.1 | % | 36.0 | % | |||
| Net Debt Less Securities<br> 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<br> excluding Non-Recurring Other Expense | 6.5 | x | 7.3 | x | 8.1 | x | |||
| Net Debt Less Securities<br> / Adjusted EBITDA excluding Non-Recurring Other Expense | 6.2 | x | 6.9 | x | 7.7 | x | |||
| Net Debt Plus Preferred<br> / Adjusted EBITDA excluding Non-Recurring Other Expense | 9.3 | x | 9.7 | x | 10.6 | x | |||
| Net Debt Less Securities<br> Plus Preferred / Adjusted EBITDA excluding Non-Recurring Other Expense | 9.0 | x | 9.2 | x | 10.2 | x |
| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 8 |
| --- |
DebtAnalysis
(dollarsin thousands) (unaudited)
| Nine<br> Months Ended | Year<br> Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| September 30,<br> <br>2023 | September 30,<br> <br>2022 | December 31,<br> <br>2022 | |||||||
| Debt Outstanding | |||||||||
| Mortgages<br> Payable: | |||||||||
| Fixed Rate<br> Mortgages | $ | 446,280 | 504,647 | $ | 513,709 | ||||
| Unamortized<br> Debt Issuance Costs | (4,116 | ) | (4,950 | ) | (4,771 | ) | |||
| Mortgages,<br> Net of Unamortized Debt Issuance Costs | $ | 442,164 | $ | 499,697 | $ | 508,938 | |||
| Loans<br> Payable: | |||||||||
| Unsecured Line of Credit | $ | 100,000 | $ | 75,000 | $ | 75,000 | |||
| Other<br> Loans Payable | 45,888 | 52,382 | 79,226 | ||||||
| Total Loans Before Unamortized<br> Debt Issuance Costs | 145,888 | 127,382 | 154,226 | ||||||
| Unamortized<br> Debt Issuance Costs | (1,265 | ) | (40 | ) | (695 | ) | |||
| Loans,<br> Net of Unamortized Debt Issuance Costs | $ | 144,623 | $ | 127,342 | $ | 153,531 | |||
| Bonds<br> Payable: | |||||||||
| Series A Bonds | $ | 102,670 | $ | 102,670 | $ | 102,670 | |||
| Unamortized<br> Debt Issuance Costs | (2,827 | ) | (3,648 | ) | (3,463 | ) | |||
| Bonds,<br> Net of Unamortized Debt Issuance Costs | $ | 99,843 | $ | 99,022 | $ | 99,207 | |||
| Total<br> 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<br> Payable | 5.0 | 5.1 | 5.1 |
| (1) | Weighted<br> average interest rates do not include the effect of unamortized debt issuance costs. |
|---|
| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 9 |
| --- |
DebtMaturity
(inthousands) (unaudited)
| As of September 30, 2023: | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year<br> Ended | Mortgages | Loans | Bonds | Total | %<br> 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<br> Cost | 446,280 | 145,888 | 102,670 | 694,838 | 100.0 | % | |||||||||
| Unamortized Debt Issuance<br> 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-yearoption.
(2)Represents $102.7 million balance outstanding of the Company’s Series A Bonds due February 28, 2027.
| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 10 |
| --- |
SecuritiesPortfolio Performance
(inthousands)
| Year<br> Ended | Securities<br> Available for Sale | Dividend<br> Income | Net Realized Gain<br> <br>on Sale of Securities | Net Realized Gain<br> <br>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 |
*Forthe nine months ended September 30, 2023.
| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 11 |
| --- |
PropertySummary and Snapshot
(unaudited)
| September<br> 30, 2023 | September<br> 30, 2022 | %<br> 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<br> <br>Sites | Occupancy Percentage | Monthly Rent Per Site | Total Rentals | Occupied Rentals | Rental Occupancy <br>Percentage | Monthly Rent Per<br> <br>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<br> <br>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. |
| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 12 |
| --- |
SameProperty Statistics
(inthousands) unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2023 | September 30, 2022 | Change | %<br> <br> Change | September 30, 2023 | September30, 2022 | Change | %<br> <br> Change | |||||||||||
| Community Net Operating<br> Income | ||||||||||||||||||
| Rental and<br> Related Income | $ | 46,316 | $ | 42,113 | $ | 4,203 | 10.0 | % | $ | 135,618 | $ | 125,121 | $ | 10,497 | 8.4 | % | ||
| Community<br> 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,<br> <br>2023 | September 30,<br> <br>2022 | Change | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Total Sites | 23,973 | 23,921 | 0.2 | % | |||||
| Occupied Sites | 21,192 | 20,646 | 546<br> sites, 2.6 | % | |||||
| Occupancy % | 88.4 | % | 86.3 | % | 210<br> 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 | % |
SameProperty includes all properties owned as of January 1, 2022, with the exception of Memphis Blues and Duck River Estates.
| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 13 |
| --- |
AcquisitionsSummary
(dollarsin thousands)
| Year of Acquisition | Number of Communities | Sites | Occupancy %<br> <br>at Acquisition | Purchase<br> <br>Price | Price<br> <br>Per Site | Total<br> 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<br> of Acquisition | State | Number<br> of Sites | Purchase<br> Price | Number<br> of Acres | Occupancy | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Mighty Oak | January<br> 19, 2023 | GA | 118 | $ | 3,650 | 26 | -0- | % | |||
| Total<br> 2023 to Date | 118 | $ | 3,650 | 26 | -0- | % |
| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 14 |
| --- |
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.
NormalizedFFO is calculated as FFO excluding amortization and certain one-time charges.
NormalizedFFO 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.
CommunityNOI 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.
SameProperty 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.
AdjustedEBITDA 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.
CommunityNOI, 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.
| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 15 |
| --- |
PressRelease Dated November 8, 2023
| FOR IMMEDIATE RELEASE | November 8, 2023 |
|---|---|
| Contact: Nelli Madden | |
| 732-577-9997 |
UMHPROPERTIES, 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 thousandsexcept per share amounts):
| Three Months<br> Ended | ||||||
|---|---|---|---|---|---|---|
| September<br> 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<br>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)^<br> per Diluted Common Share | $ | 0.22 | $ | 0.24 | ||
| Diluted Weighted Average Shares Outstanding | 65,076 | 54,891 | ||||
| Nine Months<br> Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| September<br> 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<br>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)^<br> per Diluted Common Share | $ | 0.63 | $ | 0.65 | ||
| Diluted Weighted Average Shares Outstanding | 61,853 | 53,746 |
| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 16 |
| --- |
A summary of significant balance sheet information as of September 30, 2023 and December 31, 2022 is as follows (in thousands):
| September<br> 30, 2023 | December<br> 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<br> Rental and Related Income by 12.2%; |
|---|---|
| ● | Increased<br> Community Net Operating Income (“NOI”) by 15.8%; |
| ● | Increased<br> Same Property NOI by 12.9%; |
| ● | Increased<br> Same Property Occupancy by 210 basis points from 86.3% to 88.4%; |
| ● | Improved<br> our Same Property expense ratio from 42.1% in the third quarter of 2022 to 40.6% at quarter<br> end; |
| ● | Increased<br> our rental home portfolio by 245 homes from June 30, 2023 and 779 homes from yearend 2022<br> to approximately 9,900 total rental homes, representing an increase of 8.6%; |
| ● | Issued<br> and sold approximately 2.8 million shares of Common Stock through our At-the-Market Sale<br> Program at a weighted average price of $15.93 per share, generating gross proceeds of $44.5<br> million and net proceeds of $43.5 million, after offering expenses; |
| ● | Issued<br> and sold approximately 578,000 shares of Series D Preferred Stock through our At-the-Market<br> Sale Program at a weighted average price of $21.43 per share, generating gross proceeds<br> of $12.4 million and net proceeds of $12.2 million, after offering expenses; |
| ● | Expanded<br> our revolving line of credit from $20 million to $35 million; |
| ● | Subsequent<br> to quarter end, issued and sold approximately 190,000 shares of Common Stock through our<br> At-the-Market Sale Program at a weighted average price of $13.98 per share, generating gross<br> proceeds of $2.7 million and net proceeds of $2.6 million, after offering expenses; and |
| ● | Subsequent<br> to quarter end, issued and sold approximately 44,000 shares of Series D Preferred Stock through<br> our At-the-Market Sale Program at a weighted average price of $21.08 per share, generating<br> 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.”
| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 17 |
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“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<br> Information: We assess and measure our overall operating results based upon an industry performance<br> measure referred to as Funds from Operations Attributable to Common Shareholders (“FFO”),<br> which management believes is a useful indicator of our operating performance. FFO is used<br> by industry analysts and investors as a supplemental operating performance measure of a REIT.<br> FFO, as defined by The National Association of Real Estate Investment Trusts (“NAREIT”),<br> represents net income (loss) attributable to common shareholders, as defined by accounting<br> principles generally accepted in the United States of America (“U.S. GAAP”),<br> excluding gains or losses from sales of previously depreciated real estate assets, impairment<br> charges related to depreciable real estate assets, the change in the fair value of marketable<br> securities, and the gain or loss on the sale of marketable securities plus certain non-cash<br> items such as real estate asset depreciation and amortization. Included in the NAREIT FFO<br> White Paper - 2018 Restatement, is an option pertaining to assets incidental to our main<br> business in the calculation of NAREIT FFO to make an election to include or exclude gains<br> and losses on the sale of these assets, such as marketable equity securities, and include<br> or exclude mark-to-market changes in the value recognized on these marketable equity securities.<br> In conjunction with the adoption of the FFO White Paper - 2018 Restatement, for all periods<br> presented, we have elected to exclude the gains and losses realized on marketable securities<br> investments and the change in the fair value of marketable securities from our FFO calculation.<br> NAREIT created FFO as a non-U.S. GAAP supplemental measure of REIT operating performance.<br> We define Normalized Funds from Operations Attributable to Common Shareholders (“Normalized<br> FFO”), as FFO excluding amortization and certain one-time charges. FFO and Normalized<br> FFO should be considered as supplemental measures of operating performance used by REITs.<br> FFO and Normalized FFO exclude historical cost depreciation as an expense and may facilitate<br> the comparison of REITs which have a different cost basis. However, other REITs may use different<br> methodologies to calculate FFO and Normalized FFO and, accordingly, our FFO and Normalized<br> FFO may not be comparable to all other REITs. The items excluded from FFO and Normalized<br> FFO are significant components in understanding the Company’s financial performance. |
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| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 18 |
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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 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September30, 2023 | September<br> 30, 2022 | September 30, 2023 | September<br> 30, 2022 | |||||||||
| Net Loss Attributable to Common<br> Shareholders | $ | (5,831 | ) | $ | (9,745 | ) | $ | (15,546 | ) | $ | (36,548 | ) |
| Depreciation Expense | 14,147 | 12,302 | 41,271 | 36,003 | ||||||||
| Depreciation Expense from Unconsolidated Joint<br> Venture | 179 | 90 | 504 | 257 | ||||||||
| (Gain) Loss on Sales of Investment Property<br> 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<br> of Marketable Securities, net | (226 | ) | 6,405 | (183 | ) | (24,316 | ) | |||||
| FFO Attributable to Common<br> Shareholders | 13,791 | 10,292 | 36,474 | 18,516 | ||||||||
| Redemption of Preferred Stock<br> ^(2)^ | -0- | 896 | -0- | 12,916 | ||||||||
| Amortization of Financing Costs^(2)^ | 536 | 505 | 1,592 | 1,445 | ||||||||
| Non-Recurring<br> 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<br> FFO as previously reported for the three and nine months ended September 30, 2022, were $11,678<br> and $29,348, respectively. During 2022, the Company incurred the carrying cost of excess<br> cash for the redemption of preferred stock. Additionally, due to the change in sources of<br> capital, amortization expense is expected to become more significant and is therefore included<br> as an adjustment to Normalized FFO for the three and nine months ended September 30, 2023<br> and 2022. After making these adjustments for the three and nine months ended September 30,<br> 2022, Normalized FFO were $13,079 and $35,519, respectively. | |||||||||||
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| (3) | Consists<br> of the previously disclosed special bonus and restricted stock grants for the August 2020<br> groundbreaking Fannie Mae financing, which are being expensed over the vesting period ($0<br> and $862, respectively) and non-recurring expenses for the joint venture with Nuveen ($43<br> and $93, respectively), one-time legal fees ($25 and $75, respectively), fees related to<br> the establishment of the OZ Fund ($0 and $37, respectively), and costs associated with acquisitions<br> that were not completed ($5 and $36, respectively) for the three and nine months ended September<br> 30, 2023. Consists of the previously disclosed special bonus and restricted stock grants<br> for the August 2020 groundbreaking Fannie Mae financing, which are being expensed over the<br> vesting period ($431 and $1.3 million, respectively) and non-recurring expenses for the joint<br> venture with Nuveen ($2 and $54, respectively), early extinguishment of debt ($2 and $195,<br> respectively), one-time legal fees ($38 and $187, respectively), fees related to the establishment<br> of the OZ Fund ($893) and costs associated with an acquisition that was not completed ($20)<br> for the three and nine months ended September 30, 2022. | |||||||||||
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| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 19 |
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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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| UMH Properties, Inc. | Third Quarter FY 2023 Supplemental Information 20 |
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