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8-K

Umh Properties, Inc. (UMH)

8-K 2020-05-07 For: 2020-05-07
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Added on April 09, 2026

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of The Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): May 7, 2020

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

NotApplicable

(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, $.10 par value UMH New<br> York Stock Exchange
8.0%<br> Series B Cumulative Redeemable Preferred Stock, $.10 par value UMH<br> PRB New<br> York Stock Exchange
6.75%<br> Series C Cumulative Redeemable Preferred Stock, $.10 par value UMH<br> PRC New<br> York Stock Exchange
6.375%<br> Series D Cumulative Redeemable Preferred Stock, $.10 par value UMH<br> PRD 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. [  ]

Item2.02 Results of Operations and Financial Condition.

Item7.01 Regulation FD Disclosure.

On May 7, 2020, UMH Properties, Inc. issued a press release announcing the results for the first quarter ended March 31, 2020 and disclosed a supplemental information package in connection with its earnings conference call for the first quarter ended March 31, 2020. 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;
● 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;
● the<br> effect of COVID-19 on our business and general economic conditions;
● our<br> ability to maintain rental rates and occupancy levels;
● changes<br> in market rates of interest;
● 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; 
| 2 |

| --- | | ● | 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 accordance with all rules and regulations, and any potential fraud or embezzlement is thwarted<br> 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. |

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

99 Supplemental information package for the first quarter ended March 31, 2020 and press release dated May 7, 2020. 
| 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> May 7, 2020 By: /s/ Anna T. Chew
Name: Anna<br> T. Chew
Title: Vice<br>President and<br><br> <br>Chief Financial Officer 
| 4 |

| --- |

Exhibit99

Table<br> 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 Income (Loss) to Adjusted EBITDA and Net Income (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
Acquisition Summary and Property Portfolio 14
Definitions 15
Press Release Dated May 7, 2020 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. | First Quarter FY 2020 Supplemental Information | 2 |

| --- | --- |

FinancialHighlights

(dollarsin thousands except per share amounts) (unaudited)

Three Months Ended
3/31/2020 3/31/2019
Operating Information
Number of Communities 122 118
Number of Sites 23,098 21,510
Rental and Related Income $ 34,358 $ 30,644
Community Operating Expenses $ 15,508 $ 15,144
Community NOI $ 18,850 $ 15,499
Expense Ratio 45.1 % 49.4 %
Sales of Manufactured Homes $ 3,215 $ 3,643
Number of Homes Sold 62 66
Number of Rentals Added 149 153
Net Income (Loss) ^(1)^ $ (34,748 ) $ 11,037
Net Income (Loss) Attributable to Common Shareholders ^(1)^ $ (42,838 ) $ 5,914
Adjusted EBITDA $ 18,590 $ 15,932
FFO Attributable to Common Shareholders $ 6,089 $ 6,090
Normalized FFO Attributable to Common Shareholders $ 6,089 $ 6,465
Shares Outstanding and Per Share Data
Weighted Average Shares Outstanding
Basic 41,173 38,645
Diluted 41,173 38,895
Net Income (Loss) Attributable to Common Shareholders per Share ^(1)^
Basic $ (1.04 ) $ 0.16
Diluted $ (1.04 ) $ 0.15
FFO per Share- Diluted $ 0.15 $ 0.16
Normalized FFO per Share- Diluted $ 0.15 $ 0.17
Dividends per Common Share $ 0.18 $ 0.18
Balance Sheet
Total Assets $ 999,175 $ 899,709
Total Liabilities $ 439,094 $ 465,015
Market Capitalization
Total Debt, Net of Unamortized Debt Issuance Costs $ 416,020 $ 444,378
Equity Market Capitalization $ 447,063 $ 551,348
Series B Preferred Stock $ 95,017 $ 95,030
Series C Preferred Stock $ 243,750 $ 143,750
Series D Preferred Stock $ 130,267 $ 50,000
Total Market Capitalization $ 1,332,117 $ 1,284,506

(1)Includes increase (decrease) in fair value of marketable securities.

| UMH Properties, Inc. | First Quarter FY 2020 Supplemental Information | 3 |

| --- | --- |

ConsolidatedBalance Sheets

(inthousands except per share amounts)

December 31, 2019
ASSETS
Investment Property and Equipment
Land 72,459 $ 72,459
Site and Land Improvements 621,904 618,041
Buildings and Improvements 27,393 27,380
Rental Homes and Accessories 308,851 297,401
Total Investment Property 1,030,607 1,015,281
Equipment and Vehicles 21,692 21,145
Total Investment Property and Equipment 1,052,299 1,036,426
Accumulated Depreciation (242,655 ) (232,783 )
Net Investment Property and Equipment 809,644 803,643
Other Assets
Cash and Cash Equivalents 14,628 12,902
Marketable Securities at Fair Value 78,079 116,186
Inventory of Manufactured Homes 31,057 31,967
Notes and Other Receivables, net 37,944 37,995
Prepaid Expenses and Other Assets 12,169 10,762
Land Development Costs 15,654 11,998
Total Other Assets 189,531 221,810
TOTAL ASSETS 999,175 $ 1,025,453
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Mortgages Payable, net of Unamortized Debt Issuance Costs 371,697 $ 373,658
Other Liabilities
Accounts Payable 4,493 4,572
Loans Payable, net of Unamortized Debt Issuance Costs 44,323 83,686
Accrued Liabilities and Deposits 11,779 10,575
Tenant Security Deposits 6,802 6,623
Total Other Liabilities 67,397 105,456
Total Liabilities 439,094 479,114
COMMITMENTS AND CONTINGENCIES
Shareholders’ Equity:
Series B - 8.0% Cumulative Redeemable Preferred Stock, par value 0.10 per share, 4,000 shares authorized; 3,801 shares issued and outstanding as of March 31, 2020 and December 31, 2019 95,017 95,030
Series C - 6.75% Cumulative Redeemable Preferred Stock, par value 0.10 per share, 13,750 shares authorized; 9,750 issued<br> and outstanding as of March 31, 2020 and December 31, 2019 243,750 243,750
Series D - 6.375% Cumulative Redeemable Preferred Stock, par value 0.10 per share, 6,000 shares authorized; 5,211 and 2,651 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively 130,267 66,268
Common Stock – 0.10 par value per share, 123,664 shares authorized; 41,166 and 41,130 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively 4,117 4,113
Excess Stock – 0.10 par value per share, 3,000 shares authorized; no shares issued or outstanding as of March 31, 2020 and December 31, 2019 -0- -0-
Additional Paid-In Capital 112,294 162,542
Undistributed Income (Accumulated Deficit) (25,364 ) (25,364 )
Total Shareholders’ Equity 560,081 546,339
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 999,175 $ 1,025,453

All values are in US Dollars.

| UMH Properties, Inc. | First Quarter FY 2020 Supplemental Information | 4 |

| --- | --- |

ConsolidatedStatements of Income (Loss)

(inthousands) (unaudited)

Three Months Ended
3/31/2020 3/31/2019
INCOME:
Rental and Related Income $ 34,358 $ 30,644
Sales of Manufactured Homes 3,215 3,643
TOTAL INCOME 37,573 34,287
EXPENSES:
Community Operating Expenses 15,508 15,144
Cost of Sales of Manufactured Homes 2,401 2,589
Selling Expenses 1,097 1,091
General and Administrative Expenses 2,586 2,175
Depreciation Expense 10,227 8,751
TOTAL EXPENSES 31,819 29,750
OTHER INCOME (EXPENSE):
Interest Income 717 515
Dividend Income 1,743 1,937
Increase (Decrease) in Fair Value of Marketable Securities (38,593 ) 8,596
Other Income 163 120
Interest Expense (4,425 ) (4,647 )
TOTAL OTHER INCOME (EXPENSE) (40,395 ) 6,521
Income (Loss) before Loss on Sales of Investment Property and Equipment (34,641 ) 11,058
Loss on Sales of Investment Property and Equipment (107 ) (21 )
NET INCOME (LOSS) (34,748 ) 11,037
Less: Preferred Dividends (8,090 ) (5,123 )
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (42,838 ) $ 5,914 
| UMH Properties, Inc. | First Quarter FY 2020 Supplemental Information | 5 |

| --- | --- |

ConsolidatedStatements of Cash Flows

(inthousands)

Three Months Ended
3/31/2020 3/31/2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (34,748 ) $ 11,037
Non-Cash Items Included in Net Income (Loss):
Depreciation 10,227 8,751
Amortization of Financing Costs 205 187
Stock Compensation Expense 574 391
Provision for Uncollectible Notes and Other Receivables 378 240
(Increase) Decrease in Fair Value of Marketable Securities 38,593 (8,596 )
Loss on Sales of Investment Property and Equipment 107 21
Changes in Operating Assets and Liabilities:
Inventory of Manufactured Homes 910 1,019
Notes and Other Receivables (327 ) (1,398 )
Prepaid Expenses and Other Assets 72 (2,987 )
Accounts Payable (79 ) 792
Accrued Liabilities and Deposits 1,204 2,585
Tenant Security Deposits 179 133
Net Cash Provided by Operating Activities 17,295 12,175
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Investment Property and Equipment (16,866 ) (12,105 )
Proceeds from Sales of Investment Property and Equipment 531 689
Additions to Land Development Costs (3,656 ) (2,812 )
Purchase of Marketable Securities (486 ) (509 )
Net Cash Used in Investing Activities (20,477 ) (14,737 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (Payments) Proceeds from Short Term Borrowings (39,411 ) 7,027
Principal Payments of Mortgages and Loans (2,118 ) (1,909 )
Financing Costs on Debt -0- (5 )
Proceeds from At-The-Market Preferred Equity Program, net of Offering Costs 63,132 -0-
Proceeds from Issuance of Common Stock in the DRIP, net of Dividend Reinvestments 697 8,868
Repurchase of Preferred Stock, net (12 ) -0-
Repurchase of Common Stock, net (1,604 ) -0-
Proceeds from Exercise of Stock Options 306 -0-
Preferred Dividends Paid (8,090 ) (5,123 )
Common Dividends Paid, net of Dividend Reinvestments (6,513 ) (5,176 )
Net Cash Provided by Financing Activities 6,387 3,682
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 3,205 1,120
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD 18,996 12,777
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $ 22,201 $ 13,897 
| UMH Properties, Inc. | First Quarter FY 2020 Supplemental Information | 6 |

| --- | --- |

Reconciliationof Net Income (Loss) to Adjusted EBITDA and Net Income (Loss) Attributable to Common Shareholders to FFO and Normalized FFO

(inthousands except footnotes) (unaudited)

Three Months Ended
3/31/2020 3/31/2019
Reconciliation of Net Income (Loss) to Adjusted EBITDA
Net Income (Loss) $ (34,748 ) $ 11,037
Interest Expense 4,425 4,647
Franchise Taxes 93 93
Depreciation Expense 10,227 8,751
(Increase) Decrease in Fair Value of Marketable Securities 38,593 (8,596 )
Adjusted EBITDA $ 18,590 $ 15,932
Reconciliation of Net Income (Loss) Attributable to Common Shareholders to Funds from Operations
Net Income (Loss) Attributable to Common Shareholders $ (42,838 ) $ 5,914
Depreciation Expense 10,227 8,751
Loss on Sales of Property and Equipment 107 21
(Increase) Decrease in Fair Value of Marketable Securities ^(1)^ 38,593 (8,596 )
Funds from Operations (“FFO”) 6,089 6,090
Adjustments:
Non- Recurring Expenses ^(2)^ -0- 375
Normalized Funds from Operations (“Normalized FFO”) $ 6,089 $ 6,465
(1) (Increase) Decrease in Fair Value of Marketable Securities, if any, were previously recorded in Core FFO.
--- ---
(2) Consists of a one-time settlement of a utility billing dispute over a prior ten-year period for the three months ended March 31, 2019. 
| UMH Properties, Inc. | First Quarter FY 2020 Supplemental Information | 7 |

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MarketCapitalization, Debt and Coverage Ratios

(inthousands except per share amounts) (unaudited)

Three Months Ended Year Ended
3/31/2020 3/31/2019 12/31/2019
Shares Outstanding 41,166 39,158 41,130
Market Price Per Share $ 10.86 $ 14.08 $ 15.73
Equity Market Capitalization $ 447,063 $ 551,348 $ 646,976
Total Debt 416,020 444,378 457,344
Preferred 469,034 288,780 405,048
TotalMarket Capitalization $ 1,332,117 $ 1,284,506 $ 1,509,368
Total Debt $ 416,020 $ 444,378 $ 457,344
Less: Cash and Cash Equivalents (14,628 ) (7,348 ) (12,902 )
NetDebt 401,392 437,030 444,442
Less: Marketable Securities at Fair Value (“Securities”) (78,079 ) (108,700 ) (116,186 )
NetDebt Less Securities $ 323,313 $ 328,330 $ 328,256
Interest Expense $ 4,425 $ 4,647 $ 17,805
Capitalized Interest 290 336 1,498
Preferred Dividends 8,090 5,123 25,184
Total Fixed Charges $ 12,805 $ 10,106 $ 44,487
Adjusted EBITDA $ 18,590 $ 15,932 $ 67,681
Debt and Coverage Ratios
Net Debt / Total Market Capitalization 30.1 % 34.0 % 29.4 %
Net Debt Plus Preferred / Total Market Capitalization 65.3 % 56.5 % 56.3 %
Net Debt Less Securities / Total Market Capitalization 24.3 % 25.6 % 21.7 %
Net Debt Less Securities Plus Preferred / Total Market Capitalization 59.5 % 48.0 % 48.6 %
Interest Coverage 3.9 x 3.2 x 3.5 x
Fixed Charge Coverage 1.5 x 1.6 x 1.5 x
Net Debt / Adjusted EBITDA 5.4 x 6.9 x 6.6 x
Net Debt Less Securities / Adjusted EBITDA 4.3 x 5.2 x 4.9 x
Net Debt Plus Preferred / Adjusted EBITDA 11.7 x 11.4 x 12.6 x
Net Debt Less Securities Plus Preferred / Adjusted EBITDA 10.7 x 9.7 x 10.8 x 
| UMH Properties, Inc. | First Quarter FY 2020 Supplemental Information | 8 |

| --- | --- |

DebtAnalysis

(inthousands) (unaudited)

Three Months Ended Year Ended
3/31/2020 3/31/2019 12/31/2019
Debt Outstanding
Mortgages Payable:
Fixed Rate Mortgages $ 374,927 $ 332,503 $ 377,045
Unamortized Debt Issuance Costs (3,230 ) (3,180 ) (3,387 )
Mortgages, Net of Unamortized Debt Issuance Costs $ 371,697 $ 329,323 $ 373,658
Loans Payable:
Unsecured Line of Credit $ 15,000 $ 50,000 $ 15,000
Other Loans Payable 29,632 65,444 69,044
Total Loans Before Unamortized Debt Issuance Costs 44,632 115,444 84,044
Unamortized Debt Issuance Costs (309 ) (389 ) (358 )
Loans, Net of Unamortized Debt Issuance Costs $ 44,323 $ 115,055 $ 83,686
Total Debt, Net of Unamortized Debt Issuance Costs $ 416,020 $ 444,378 $ 457,344
% Fixed/Floating
Fixed 89.8 % 75.7 % 82.2 %
Floating 10.2 % 24.3 % 17.8 %
Total 100.0 % 100.0 % 100.0 %
Weighted Average Interest Rates ^(1)^
Mortgages Payable 4.14 % 4.29 % 4.14 %
Loans Payable 2.33 % 4.40 % 3.69 %
Total Average 3.95 % 4.32 % 4.06 %
Weighted Average Maturity (Years)
Mortgages Payable 5.7 6.0 6.0

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

| UMH Properties, Inc. | First Quarter FY 2020 Supplemental Information | 9 |

| --- | --- |

DebtMaturity

(inthousands) (unaudited)

As of 3/31/20:
Fiscal Year Ended Mortgages Loans Total % of Total
2020 $ -0- $ 27,931 $ 27,931 6.7 %
2021 2,108 176 2,284 0.5 %
2022 19,784 15,713 (1) 35,497 8.5 %
2023 66,532 203 66,735 15.9 %
2024 -0- 609 609 0.1 %
Thereafter 286,503 -0- 286,503 68.3 %
Total Debt Before Unamortized Debt Issuance Cost 374,927 44,632 419,559 100.0 %
Unamortized Debt Issuance Cost (3,230 ) (309 ) (3,539 )
Total Debt, Net of Unamortized Debt Issuance<br> Costs $ 371,697 $ 44,323 $ 416,020

(1)Includes $15 million balance outstanding on the Company’s Line of Credit due November 2022, with an additional one yearoption.

| UMH Properties, Inc. | First Quarter FY 2020 Supplemental Information | 10 |

| --- | --- |

SecuritiesPortfolio Performance

(inthousands)

Year<br><br> <br>Ended Securities<br><br> <br>Available<br> for Sale Dividend<br><br> <br>Income Net<br> Realized Gain on Sale of Securities Net<br> Realized Gain on Sale of<br><br> <br>Securities<br> & 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* 78,079 1,743 -0- 1,743
$ 53,881 $ 18,669 $ 72,550

*Forthe three months ended March 31,2020.

| UMH Properties, Inc. | First Quarter FY 2020 Supplemental Information | 11 |

| --- | --- |

PropertySummary and Snapshot

(unaudited)

3/31/2020 3/31/2019 % Change
Communities 122 118 3.4 %
Developed Sites 23,098 21,510 7.4 %
Occupied 19,154 17,818 7.5 %
Occupancy % 82.9 % 82.8 % 10 bps
Total Rentals 7,543 6,665 13.2 %
Occupied Rentals 7,091 6,237 13.7 %
Rental Occupancy % 94.0 % 93.6 % 40 bps
Monthly Rent Per Site $ 453 $ 440 3.0 %
Monthly Rent Per Home Rental Including Site $ 775 $ 749 3.5 %
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)
Indiana 14 1,104 870 234 3,996 3,348 83.8 % $ 406 1,561 1,462 93.7 % $ 776
Maryland 1 77 10 67 62 59 95.2 % $ 514 -0- -0- N/A N/A
Michigan 3 153 153 -0- 740 600 81.1 % $ 442 251 213 84.9 % $ 770
New Jersey 4 349 187 162 1,006 951 94.5 % $ 641 45 40 88.9 % $ 993
New York 7 617 308 309 1,173 997 85.0 % $ 550 361 346 95.8 % $ 937
Ohio 36 1,781 1,315 466 6,737 5,345 79.3 % $ 403 2,153 2,049 95.2 % $ 711
Pennsylvania 50 2,148 1,787 361 7,634 6,214 81.4 % $ 473 2,346 2,182 93.0 % $ 797
Tennessee 7 413 321 92 1,750 1,640 93.7 % $ 469 826 799 96.7 % $ 794
Total as of March 31, 2020 122 6,642 4,951 1,691 23,098 19,154 82.9 % $ 453 7,543 7,091 94.0 % $ 775

(1)Total and Vacant Acreage of 220 for the Mountain View Estates property is included in the above summary.

(2)Includes home and site rent charges.

| UMH Properties, Inc. | First Quarter FY 2020 Supplemental Information | 12 |

| --- | --- |

Same Property Statistics

(in thousands) (unaudited)

For Three Months Ended
3/31/2020 3/31/2019 Change % <br> Change
Community Net Operating Income
Rental and Related Income $ 32,871 $ 30,550 $ 2,321 7.6 %
Community<br>Operating Expenses ^(1)^ 14,132 14,121 11 0.1 %
CommunityNOI $ 18,739 $ 16,429 $ 2,310 14.1 %
As of
--- --- --- --- --- --- --- --- --- ---
3/31/2020 3/31/2019 Change
Total Sites 21,514 21,471 0.2 %
Occupied Sites 18,195 17,779 416 sites, 2.3 %
Occupancy % 84.6 % 82.8 % 180 bps
Number of Properties 118 118 N/A
Total Rentals 7,334 6,626 10.7 %
Occupied Rentals 6,919 6,197 11.7 %
Rental Occupancy 94.3 % 93.5 % 80 bps
Monthly Rent Per Site $ 455 $ 440 3.4 %
Monthly Rent Per Home Including Site $ 775 $ 749 3.5 %

SameProperty includes all properties owned as of January 1, 2019, with the exception of Memphis Blues.

(1)Excludes a one-time settlement of a utility billing dispute of $375,000 over a prior ten-year period for the three months endedMarch 31, 2019.

| UMH Properties, Inc. | First Quarter FY 2020 Supplemental Information | 13 |

| --- | --- |

AcquisitionSummary

(dollarsin thousands)

AtAcquisition:

Year of Acquisition Number of Communities Sites Occupied Sites Occupancy % Purchase<br> <br>Price Price Per Site Total Acres
2017 11 1,997 1,333 67 % $ 63,290 $ 32 602
2018 6 1,615 1,271 79 % $ 59,093 $ 37 494
2019 4 1,495 935 62 % $ 56,237 $ 38 247 

| UMH Properties, Inc. | First Quarter FY 2020 Supplemental Information | 14 |

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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”), 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, 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 costs associated with the redemption of preferred stock. Normalized FFO reflects the same assumptions as FFO except that it also adjusts for gains and losses realized on marketable securities investments and certain one-time charges. Community NOI and Same Property NOI provides a measure of rental operations and does not factor in depreciation and amortization and non-property specific expenses such as general and administrative expenses. Adjusted EBITDA 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, 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.

As used herein, the Company calculates FFO, as defined by The National Association of Real Estate Investment Trusts (“NAREIT”), to be equal to net income (loss) applicable to common shareholders, as defined by U.S. GAAP, excluding extraordinary items as defined by U.S. GAAP, gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, and the change in the fair value 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 change in the fair value of marketable securities from our FFO calculation. Prior to the adoption of the FFO White Paper – 2018 Restatement, we utilized Core Funds from Operations (Core FFO), which we defined as FFO, excluding the change in the fair value of marketable securities. NAREIT created FFO as a non-GAAP supplemental measure of REIT operating performance.

NormalizedFFO is calculated as FFO excluding gains and losses realized on marketable securities investments and certain one-time charges.

NormalizedFFO per Diluted Common Share is calculated using diluted weighted shares outstanding of 41.5 million shares for the three months ended March 31, 2020, and 38.9 million for the three months ended March 31, 2019. Common stock equivalents resulting from stock options in the amount of 355,000 shares for the three months ended March 31, 2020 were excluded from the computation of the Diluted Net Income (Loss) per Share as their effect would be anti-dilutive. Common stock equivalents resulting from stock options in the amount of 250,000 shares for the three months ended March 31, 2019 are included in the diluted weighted shares outstanding.

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. Community NOI excludes realized gains (losses) on securities transactions.

SameProperty NOI is calculated as Community NOI, using all properties owned as of January 1, 2019, with the exception of Memphis Blues.

AdjustedEBITDA is calculated as net income (loss) plus interest expense, franchise taxes, depreciation, and the change in the fair value of marketable securities.

CommunityNOI, Same Property NOI, Adjusted EBITDA, 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, FFO and Normalized FFO should not be considered as substitutes for net 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, 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. | First Quarter FY 2020 Supplemental Information | 15 |

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PressRelease Dated May 7, 2020

FOR IMMEDIATE RELEASE May 7, 2020
Contact: Nelli Madden
732-577-9997

UMHPROPERTIES, INC. REPORTS RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2020

FREEHOLD,NJ, May 7, 2020........ UMH Properties, Inc. (NYSE:UMH) reported Total Income for the quarter ended March 31, 2020 of $37.6 million as compared to $34.3 million for the quarter ended March 31, 2019, representing an increase of 10%. Net Loss Attributable to Common Shareholders amounted to $42.8 million or $1.04 per diluted share for the quarter ended March 31, 2020 as compared to Net Income of $5.9 million or $0.15 per diluted share for the quarter ended March 31, 2019. This decrease was due to the change in fair value of our marketable securities. During the quarter, the securities portfolio experienced an unrealized loss of $38.6 million as compared to an unrealized gain of $8.6 million in the prior year period.

Funds from Operations Attributable to Common Shareholders (“FFO”), was $6.1 million or $0.15 per diluted share for the quarter ended March 31, 2020 as compared to $6.1 million or $0.16 per diluted share for the quarter ended March 31, 2019. Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”), was $6.1 million or $0.15 per diluted share for the quarter ended March 31, 2020, as compared to $6.5 million or $0.17 per diluted share for the quarter ended March 31, 2019.

A summary of significant financial information for the three months ended March 31, 2020 and 2019 is as follows (in thousandsexcept per share amounts):

For the Three Months Ended
March 31,
2020 2019
Total Income $ 37,573 $ 34,287
Total Expenses $ 31,819 $ 29,750
Increase (Decrease) in Fair Value of Marketable Securities $ (38,593 ) $ 8,596
Net Income (Loss) Attributable to Common Shareholders $ (42,838 ) $ 5,914
Net Income (Loss) Attributable to Common Shareholders per Diluted Common Share $ (1.04 ) $ 0.15
FFO ^(1)^ $ 6,089 $ 6,090
FFO ^(1)^ per Diluted Common Share $ 0.15 $ 0.16
Normalized FFO ^(1)^ $ 6,089 $ 6,465
Normalized FFO ^(1)^ per Diluted Common Share $ 0.15 $ 0.17
Diluted Weighted Average Shares Outstanding 41,173 38,895 
| UMH Properties, Inc. | First Quarter FY 2020 Supplemental Information | 16 |

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A summary of significant balance sheet information as of March 31, 2020 and December 31, 2019 is as follows (in thousands):

March 31, 2020 December 31, 2019
Gross Real Estate Investments $ 1,030,607 $ 1,015,281
Marketable Securities at Fair Value $ 78,079 $ 116,186
Total Assets $ 999,175 $ 1,025,453
Mortgages Payable, net $ 371,697 $ 373,658
Loans Payable, net $ 44,323 $ 83,686
Total Shareholders’ Equity $ 560,081 $ 546,339

Samuel A. Landy, President and CEO, commented on the results of the first quarter of 2020.

“We are pleased to announce another solid quarter of operating results and an excellent start to 2020. During the quarter, we:

● Increased<br> Rental and Related Income by 12%;
● Increased<br> Community Net Operating Income (“NOI”) by 22%;
● Improved<br> our Operating Expense ratio by 430 basis points to 45.1%;
● Increased<br> Same Property NOI by 14%;
● Increased<br> Same Property Occupancy by 180 basis points from 82.8% to 84.6%;
● Increased<br> our rental home portfolio by 149 homes to approximately 7,500 total rental homes, representing an increase of 14%;
● Increased<br> rental home occupancy by 100 basis points from 93.0% at yearend 2019 to 94.0% at quarter end;
● Reduced<br> the weighted average interest rate on our mortgages payable from 4.3% to 4.1%;
● Reduced<br> our Net Debt to Total Market Capitalization from 34% to 30%; and,
● Sold<br> approximately 2.6 million shares of our Series D Preferred Stock through our Preferred Stock At-The-Market Program for net<br> proceeds of approximately $63.1 million, after offering expenses.”

Mr. Landy stated, “The impact of the COVID-19 pandemic has been widespread. UMH took aggressive action to protect the health and well-being of our employees and residents. All the states in which we operate have issued stay at home orders and closed nonessential businesses. Although our offices were closed, our maintenance staff was deemed essential and able to maintain our communities and deliver essential services to our residents. Our community managers have been able to work with residents and potential residents remotely. Our new website allows for virtual tours of our homes for sale or rent, online execution of applications and lease agreements, online payment of rent, and other enhancements.”

“UMH continues to perform well despite the adversity that we are currently facing. Our operating results demonstrate the success of our business plan. Our rental and related income improved by 12% driving community NOI growth of 22%. Same property NOI increased by 14%. This is the second quarter in a row that same property NOI has increased double digits. Same property occupancy improved by 180 basis-points. Our strong occupancy gains have continued into the second quarter despite the disruptions caused by the pandemic.”

“As we previously disclosed, our April rent collections were very strong. We collected 94% of our April rent charges as compared to 95% last year and believe the remainder will be collected in the coming months. We have offered payment agreements to residents who were financially impacted as a result of the pandemic. We expect to have similar collection results in May.”

“Our solid balance sheet has allowed us to invest in rental homes and expansions positioning the Company for further growth in 2020. We are also lining up low cost sources of capital to redeem our 8% Series B Preferred Stock in October. Although the future impact of the COVID-19 pandemic is uncertain, we believe that the strength of our operations, our financial flexibility and our ability to reduce our overall cost of capital should allow us to execute our business plan and significantly improve FFO for our common shareholders.”

| UMH Properties, Inc. | First Quarter FY 2020 Supplemental Information | 17 |

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UMH Properties, Inc. will host its First Quarter 2020 Financial Results Webcast and Conference Call. Senior management will discuss the results, current market conditions and future outlook on Friday, May 8, 2020 at 10:00 a.m. Eastern Time.

The Company’s 2020 first quarter financial results being released herein will be available on the Company’s website at www.umh.reit in the “Financial Information and Filings” section.

To participate in the webcast, select the microphone icon found on the homepage www.umh.reit to access the call. 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 Friday, May 8, 2020. It will be available until August 1, 2020 and can be accessed by dialing toll free 877-344-7529 (domestically) and 412-317-0088 (internationally) and entering the passcode 10140407. 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 122 manufactured home communities containing approximately 23,100 developed homesites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan and Maryland. In addition, the Company owns a portfolio of REIT securities.

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 measure referred to as<br> Funds from Operations Attributable to Common Shareholders (“FFO”), which management believes is a useful indicator<br> of our operating performance. FFO is used by industry analysts and investors as a supplemental operating performance measure<br> of a REIT. FFO, as defined by The National Association of Real Estate Investment Trusts (“NAREIT”), represents<br> net income (loss) attributable to common shareholders, as defined by accounting principles generally accepted in the United<br> States of America (“U.S. GAAP”), excluding extraordinary items, as defined under U.S. GAAP, gains or losses from<br> sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, and the<br> change in the fair value of marketable securities plus certain non-cash items such as real estate asset depreciation and amortization.<br> Included in the NAREIT FFO White Paper - 2018 Restatement, is an option pertaining to assets incidental to our main business<br> in the calculation of NAREIT FFO to make an election to include or exclude gains and losses on the sale of these assets, such<br> as marketable equity securities, and include or exclude mark-to-market changes in the value recognized on these marketable<br> equity securities. In conjunction with the adoption of the FFO White Paper - 2018 Restatement, for all periods presented,<br> we have elected to exclude the change in the fair value of marketable securities from our FFO calculation. Prior to the adoption<br> of the FFO White Paper – 2018 Restatement, we utilized Core Funds from Operations (Core FFO), which we defined as FFO,<br> excluding the change in the fair value of marketable securities. NAREIT created FFO as a non-U.S. GAAP supplemental measure<br> of REIT operating performance. We define Normalized Funds from Operations Attributable to Common Shareholders (“Normalized<br> FFO”), as FFO, excluding gains and losses realized on marketable securities investments and certain one-time charges.<br> FFO and Normalized FFO should be considered as supplemental measures of operating performance used by REITs. FFO and Normalized<br> FFO exclude historical cost depreciation as an expense and may facilitate the comparison of REITs which have a different cost<br> basis. However, other REITs may use different methodologies to calculate FFO and Normalized FFO and, accordingly, our FFO<br> and Normalized FFO may not be comparable to all other REITs. The items excluded from FFO and Normalized FFO are significant<br> components in understanding the Company’s financial performance. 
| UMH Properties, Inc. | First Quarter FY 2020 Supplemental Information | 18 |

| --- | --- | | FFO<br> and Normalized FFO (i) do not represent Cash Flow from Operations as defined by U.S. GAAP; (ii) should not be considered as<br> alternatives to net income (loss) as a measure of operating performance or to cash flows from operating, investing and financing<br> activities; and (iii) are not alternatives to cash flow as a measure of liquidity. | | --- | | The<br> reconciliation of the Company’s U.S. GAAP net loss to the Company’s FFO and Normalized FFO for the three months<br> ended March 31, 2020 and 2019 are calculated as follows (in thousands): | | | ThreeMonths Ended | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 3/31/20 | | | 3/31/19 | | | | Net Income (Loss) Attributable to Common Shareholders | $ | (42,838 | ) | $ | 5,914 | | | Depreciation Expense | | 10,227 | | | 8,751 | | | Loss on Sales of Depreciable Assets | | 107 | | | 21 | | | (Increase) Decrease in Fair Value of Marketable Securities ^(2)^ | | 38,593 | | | (8,596 | ) | | FFO Attributable to Common Shareholders | | 6,089 | | | 6,090 | | | Settlement of utility billing dispute over a prior 10-year period | | -0- | | | 375 | | | Normalized FFO Attributable to Common Shareholders | $ | 6,089 | | $ | 6,465 | |

The diluted weighted shares outstanding used in the calculation of FFO per Diluted Common Share and Normalized FFO per Diluted Common Share were 41.5 million shares for the three months ended March 31, 2020 and 38.9 million for the three months ended March 31, 2019. Common stock equivalents resulting from stock options in the amount of 355,000 shares for the three months ended March 31, 2020 were excluded from the computation of Diluted Net Income (Loss) per Share as their effect would have been anti-dilutive. Common stock equivalents resulting from stock options in the amount of 250,000 shares for the three months ended March 31, 2019 are included in the diluted weighted shares outstanding.

The following are the cash flows provided (used) by operating, investing and financing activities for the three months ended March 31, 2020 and 2019 (in thousands):

2020 2019
Operating Activities $ 17,295 $ 12,175
Investing Activities (20,477 ) (14,737 )
Financing Activities 6,387 3,682
(2) Represents<br> change in unrealized gain (loss) in marketable securities which is included in the Consolidated Statements of Income (Loss).<br> (Increase) Decrease in Fair Value of Marketable Securities, if any, were previously recorded in Core FFO.
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| UMH Properties, Inc. | First Quarter FY 2020 Supplemental Information | 19 |

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