8-K
Umh Properties, Inc. (UMH)
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): March 5, 2020
UMHProperties, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-12690 | 22-1890929 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title<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. [ ]
| Item 2.02 | Results of Operations and Financial Condition. |
|---|---|
| Item 7.01 | Regulation FD Disclosure. |
On March 5, 2020, UMH Properties, Inc. issued a press release announcing the results for the fourth quarter and year ended December 31, 2019 and disclosed a supplemental information package in connection with its earnings conference call for the fourth quarter and year ended December 31, 2019. A copy of the supplemental information package and press release is furnished with this report as Exhibit 99, and is incorporated herein by reference.
The information in this report and the exhibit attached hereto is being furnished, not filed, for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Item 2.02 and Item 7.01 of Form 8-K will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Forward-Looking Statements
Statements contained in this report, including the document that is incorporated by reference, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995 (the “Exchange Act”). All statements, other than statements of historical facts that address activities, events or developments where the Company uses any of the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” or similar expressions, are forward-looking statements. These forward-looking statements are not guaranteed and are based on the Company’s current intentions and on the Company’s current expectations and assumptions. These statements, intentions, expectations and assumptions involve risks and uncertainties, some of which are beyond the Company’s control that could cause actual results or events to differ materially from those that the Company anticipates or projects, such as:
| ● | changes in the real estate market conditions<br> and general economic conditions; |
|---|---|
| ● | the inherent risks associated with owning<br> real estate, including local real estate market conditions, governing laws and regulations affecting manufactured housing<br> communities and illiquidity of real estate investments; |
| ● | increased competition in the geographic<br> areas in which we own and operate manufactured housing communities; |
| ● | our ability to continue to identify,<br> negotiate and acquire manufactured housing communities and/or vacant land which may be developed into manufactured housing<br> communities on terms favorable to us; |
| ● | our ability to maintain rental rates<br> and occupancy levels; |
| ● | changes in market rates of interest; |
| ● | our ability to repay debt financing<br> obligations; |
| ● | our ability to refinance amounts outstanding<br> under our credit facilities at maturity on terms favorable to us; |
| ● | our ability to comply with certain debt<br> covenants; |
| ● | our ability to integrate acquired properties<br> and operations into existing operations; |
| ● | the availability of other debt and equity<br> financing alternatives; |
| ● | continued ability to access the debt<br> or equity markets; |
| ● | the loss of any member of our management<br> team; |
| ● | our ability to maintain internal controls<br> and processes to ensure all transactions are accounted for properly, all relevant disclosures and filings are timely made<br> in accordance with all rules and regulations, and any potential fraud or embezzlement is thwarted or detected; |
| ● | the ability of manufactured home buyers<br> to obtain financing; |
| ● | the level of repossessions by manufactured<br> home lenders; |
| ● | market conditions affecting our investment<br> securities; |
| ● | changes in federal or state tax rules<br> or regulations that could have adverse tax consequences; and |
| ● | our ability to qualify as a real estate<br> investment trust for federal income tax purposes. |
| 2 |
| --- | | Item 9.01 | Financial Statements and Exhibits. | | --- | --- |
(d) Exhibits.
| 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: March 5, 2020 | By: | /s/ Anna T. Chew |
| Name:<br><br> <br>Title: | Anna<br> T. Chew<br><br> <br>Vice<br> President and Chief Financial Officer |
| 4 |
| --- |
Exhibit 99
Table of Contents
| Page | |
|---|---|
| Financial Highlights | 3 |
| Consolidated Balance Sheets | 4 |
| Consolidated Statements of Income (Loss) | 5 |
| Consolidated Statements of Cash Flows | 6 |
| Reconciliation of Net 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 March 5, 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-K.
| UMH Properties, Inc. | Fourth Quarter FY 2019 Supplemental Information | 2 |
| --- | --- |
FinancialHighlights
(dollarsin thousands except per share amounts) (unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 12/31/2019 | 12/31/2018 | 12/31/2019 | 12/31/2018 | |||||||||
| Operating Information | ||||||||||||
| Number of Communities | 122 | 118 | ||||||||||
| Number of Sites | 23,088 | 21,510 | ||||||||||
| Rental and Related Income | $ | 33,631 | $ | 29,596 | $ | 128,611 | $ | 113,833 | ||||
| Community Operating<br> Expenses ^(1)^ | $ | 15,769 | $ | 14,190 | $ | 61,154 | $ | 52,949 | ||||
| Community NOI ^(1)^ | $ | 17,862 | $ | 15,407 | $ | 67,457 | $ | 60,884 | ||||
| Expense Ratio ^(1)^ | 46.9 | % | 47.9 | % | 47.5 | % | 46.5 | % | ||||
| Sales of Manufactured Homes | $ | 4,113 | $ | 4,649 | $ | 17,980 | $ | 15,754 | ||||
| Number of Homes Sold | 69 | 91 | 299 | 295 | ||||||||
| Number of Rentals Added | 114 | 297 | 882 | 905 | ||||||||
| Net Income (Loss) ^(2)^ | $ | 3,531 | $ | (27,729 | ) | $ | 27,750 | $ | (36,216 | ) | ||
| Net Income (Loss) Attributable to Common<br> Shareholders ^(2)^ | $ | (3,433 | ) | $ | (32,852 | ) | $ | 2,566 | $ | (56,532 | ) | |
| Adjusted EBITDA | $ | 18,460 | $ | 16,781 | $ | 67,681 | $ | 63,541 | ||||
| FFO Attributable to Common Shareholders | $ | 7,006 | $ | 7,365 | $ | 24,573 | $ | 26,965 | ||||
| Normalized FFO Attributable to Common Shareholders | $ | 7,059 | $ | 7,365 | $ | 25,207 | $ | 27,470 | ||||
| Shares Outstanding and Per Share Data | ||||||||||||
| Weighted Average Shares Outstanding | ||||||||||||
| Basic | 40,929 | 37,841 | 39,909 | 36,871 | ||||||||
| Diluted | 41,386 | 37,841 | 40,203 | 36,871 | ||||||||
| Net Income (Loss) Attributable to Common Shareholders per Share ^(2)^ – | ||||||||||||
| Basic | $ | (0.08 | ) | $ | (0.87 | ) | $ | 0.07 | $ | (1.53 | ) | |
| Diluted | $ | (0.08 | ) | $ | (0.87 | ) | $ | 0.06 | $ | (1.53 | ) | |
| FFO per Share- Diluted | $ | 0.17 | $ | 0.19 | $ | 0.61 | $ | 0.72 | ||||
| Normalized FFO per Share- Diluted | $ | 0.17 | $ | 0.19 | $ | 0.63 | $ | 0.74 | ||||
| Dividends per Common Share | $ | 0.18 | $ | 0.18 | $ | 0.72 | $ | 0.72 | ||||
| Balance Sheet | ||||||||||||
| Total Assets | $ | 1,025,453 | $ | 880,902 | ||||||||
| Total Liabilities | $ | 479,114 | $ | 456,204 | ||||||||
| Market Capitalization | ||||||||||||
| Total Debt, Net of Unamortized Debt Issuance Costs | $ | 457,344 | $ | 439,078 | ||||||||
| Equity Market Capitalization | $ | 646,976 | $ | 453,714 | ||||||||
| Series B Preferred Stock | $ | 95,030 | $ | 95,030 | ||||||||
| Series C Preferred Stock | $ | 243,750 | $ | 143,750 | ||||||||
| Series D Preferred Stock | $ | 66,268 | $ | 50,000 | ||||||||
| Total Market Capitalization | $ | 1,509,368 | $ | 1,181,572 |
(1) Excludes a utility billing dispute of $0 and $375,000 over a prior ten-year period and emergency windstorm tree removal expenses in three communities of $53,000 and $179,000 for the three and twelve months ended December 31, 2019, respectively.
(2) Includes increase (decrease) in fair value of marketable securities.
| UMH Properties, Inc. | Fourth Quarter FY 2019 Supplemental Information | 3 |
| --- | --- |
ConsolidatedBalance Sheets
(inthousands except per share amounts)
| December 31, 2018 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Investment Property and Equipment | |||||
| Land | 72,459 | $ | 68,154 | ||
| Site and Land Improvements | 618,041 | 533,547 | |||
| Buildings and Improvements | 27,380 | 25,156 | |||
| Rental Homes and Accessories | 297,401 | 254,599 | |||
| Total Investment Property | 1,015,281 | 881,456 | |||
| Equipment and Vehicles | 21,145 | 18,792 | |||
| Total Investment Property and Equipment | 1,036,426 | 900,248 | |||
| Accumulated Depreciation | (232,783 | ) | (197,208 | ) | |
| Net Investment Property and Equipment | 803,643 | 703,040 | |||
| Other Assets | |||||
| Cash and Cash Equivalents | 12,902 | 7,433 | |||
| Marketable Securities at Fair Value | 116,186 | 99,596 | |||
| Inventory of Manufactured Homes | 31,967 | 23,703 | |||
| Notes and Other Receivables, net | 37,995 | 31,494 | |||
| Prepaid Expenses and Other Assets | 10,762 | 6,195 | |||
| Land Development Costs | 11,998 | 9,441 | |||
| Total Other Assets | 221,810 | 177,862 | |||
| TOTAL ASSETS | 1,025,453 | $ | 880,902 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Liabilities | |||||
| Mortgages Payable, net of Unamortized Debt Issuance Costs | 373,658 | $ | 331,093 | ||
| Other Liabilities | |||||
| Accounts Payable | 4,572 | 3,873 | |||
| Loans Payable, net of Unamortized Debt Issuance Costs | 83,686 | 107,985 | |||
| Accrued Liabilities and Deposits | 10,575 | 7,411 | |||
| Tenant Security Deposits | 6,623 | 5,842 | |||
| Total Other Liabilities | 105,456 | 125,111 | |||
| Total Liabilities | 479,114 | 456,204 | |||
| 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 December 31, 2019 and 2018 | 95,030 | 95,030 | |||
| Series C- 6.75% Cumulative Redeemable Preferred Stock, par value 0.10 per share, 13,750 and 5,750 shares authorized, 9,750 and 5,750 issued and outstanding as of December 31, 2019 and 2018, respectively | 243,750 | 143,750 | |||
| Series D - 6.375% Cumulative Redeemable Preferred Stock, par value 0.10 per share, 6,000 and 2,300 shares authorized; 2,651 and 2,000 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 66,268 | 50,000 | |||
| Common Stock – 0.10 par value per share, 123,664 and 111,364 shares authorized; 41,130 and 38,320 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 4,113 | 3,832 | |||
| Excess Stock – 0.10 par value per share, 3,000 shares authorized; no shares issued or outstanding as of December 31, 2019 and 2018 | -0- | -0- | |||
| Additional Paid-In Capital | 162,542 | 157,450 | |||
| Undistributed Income (Accumulated Deficit) | (25,364 | ) | (25,364 | ) | |
| Total Shareholders’ Equity | 546,339 | 424,698 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 1,025,453 | $ | 880,902 |
All values are in US Dollars.
| UMH Properties, Inc. | Fourth Quarter FY 2019 Supplemental Information | 4 |
| --- | --- |
ConsolidatedStatements of Income (Loss)
(inthousands)
| (unaudited) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Twelve Months Ended | |||||||||||
| 12/31/2019 | 12/31/2018 | 12/31/2019 | 12/31/2018 | |||||||||
| INCOME: | ||||||||||||
| Rental and Related Income | $ | 33,631 | $ | 29,596 | $ | 128,611 | $ | 113,833 | ||||
| Sales of Manufactured Homes | 4,113 | 4,649 | 17,980 | 15,754 | ||||||||
| TOTAL INCOME | 37,744 | 34,245 | 146,591 | 129,587 | ||||||||
| EXPENSES: | ||||||||||||
| Community Operating Expenses | 15,822 | 14,190 | 61,708 | 52,949 | ||||||||
| Cost of Sales of Manufactured Homes | 2,821 | 3,309 | 12,938 | 11,716 | ||||||||
| Selling Expenses | 1,276 | 861 | 5,079 | 3,774 | ||||||||
| General and Administrative Expenses | 2,136 | 2,679 | 10,046 | 10,880 | ||||||||
| Depreciation Expense | 9,801 | 8,281 | 36,811 | 31,691 | ||||||||
| TOTAL EXPENSES | 31,856 | 29,320 | 126,582 | 111,010 | ||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||
| Interest Income | 832 | 685 | 2,619 | 2,255 | ||||||||
| Dividend Income | 1,801 | 2,764 | 7,535 | 10,367 | ||||||||
| Gain on Sales of Marketable Securities, net | -0- | -0- | -0- | 20 | ||||||||
| Increase (Decrease) in Fair Value of Marketable Securities | (563 | ) | (31,913 | ) | 14,915 | (51,675 | ) | |||||
| Other Income | 164 | 76 | 588 | 410 | ||||||||
| Interest Expense | (4,516 | ) | (4,243 | ) | (17,805 | ) | (16,039 | ) | ||||
| TOTAL OTHER INCOME (EXPENSE) | (2,282 | ) | (32,631 | ) | 7,852 | (54,662 | ) | |||||
| Income (Loss) before Loss on Sales of Investment Property and Equipment | 3,606 | (27,706 | ) | 27,861 | (36,085 | ) | ||||||
| Loss on Sales of Investment Property and Equipment | (75 | ) | (23 | ) | (111 | ) | (131 | ) | ||||
| NET INCOME (LOSS) | 3,531 | (27,729 | ) | 27,750 | (36,216 | ) | ||||||
| Less: Preferred Dividends | (6,964 | ) | (5,123 | ) | (25,184 | ) | (20,316 | ) | ||||
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON<br> SHAREHOLDERS | $ | (3,433 | ) | $ | (32,852 | ) | $ | 2,566 | $ | (56,532 | ) |
| UMH Properties, Inc. | Fourth Quarter FY 2019 Supplemental Information | 5 |
| --- | --- |
ConsolidatedStatements of Cash Flows
(inthousands)
| Twelve Months Ended | ||||||
|---|---|---|---|---|---|---|
| 12/31/2019 | 12/31/2018 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net Income (Loss) | $ | 27,750 | $ | (36,216 | ) | |
| Non-Cash Items Included in Net Income (Loss): | ||||||
| Depreciation | 36,811 | 31,691 | ||||
| Amortization of Financing Costs | 758 | 625 | ||||
| Stock Compensation Expense | 1,939 | 1,613 | ||||
| Provision for Uncollectible Notes and Other Receivables | 1,408 | 1,231 | ||||
| Gain on Sales of Marketable Securities, net | -0- | (20 | ) | |||
| (Increase) Decrease in Fair Value of Marketable Securities | (14,915 | ) | 51,675 | |||
| Loss on Sales of Investment Property and Equipment | 111 | 131 | ||||
| Changes in Operating Assets and Liabilities: | ||||||
| Inventory of Manufactured Homes | (8,264 | ) | (6,134 | ) | ||
| Notes and Other Receivables, net of Notes Acquired with Acquisitions | (7,909 | ) | (6,438 | ) | ||
| Prepaid Expenses and Other Assets | (3,817 | ) | (457 | ) | ||
| Accounts Payable | 699 | 913 | ||||
| Accrued Liabilities and Deposits | 3,164 | 846 | ||||
| Tenant Security Deposits | 781 | 715 | ||||
| Net Cash Provided by Operating Activities | 38,516 | 40,175 | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Purchase of Manufactured Home Communities, net of Mortgages Assumed | (38,799 | ) | (55,880 | ) | ||
| Purchase of Investment Property and Equipment | (64,535 | ) | (52,970 | ) | ||
| Proceeds from Sales of Investment Property and Equipment | 2,745 | 2,754 | ||||
| Additions to Land Development Costs | (20,086 | ) | (13,221 | ) | ||
| Purchase of Marketable Securities | (1,800 | ) | (18,555 | ) | ||
| Proceeds from Sales/Redemption of Marketable Securities | 125 | 269 | ||||
| Net Cash Used in Investing Activities | (122,350 | ) | (137,603 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Proceeds from Mortgages, net of Mortgages Assumed | 44,850 | 28,192 | ||||
| Net (Payments) Proceeds from Short Term Borrowings | (24,373 | ) | 23,652 | |||
| Principal Payments of Mortgages and Loans | (21,624 | ) | (6,866 | ) | ||
| Financing Costs on Debt | (752 | ) | (749 | ) | ||
| Proceeds from Issuance of Preferred Stock, net of Offering Costs | 96,688 | 48,247 | ||||
| Proceeds from At-The-Market Preferred Equity Program, net of Offering Costs | 15,931 | -0- | ||||
| Proceeds from Issuance of Common Stock in the DRIP, net of Dividend Reinvestments | 23,796 | 30,038 | ||||
| Repurchase of Common Stock | (237 | ) | -0- | |||
| Proceeds from Exercise of Stock Options | 2,603 | 1,385 | ||||
| Preferred Dividends Paid | (25,709 | ) | (20,050 | ) | ||
| Common Dividends Paid, net of Dividend Reinvestments | (21,120 | ) | (21,535 | ) | ||
| Net Cash Provided by Financing Activities | 90,053 | 82,314 | ||||
| NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 6,219 | (15,114 | ) | |||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR | 12,777 | 27,891 | ||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR | $ | 18,996 | $ | 12,777 |
| UMH Properties, Inc. | Fourth Quarter FY 2019 Supplemental Information | 6 |
| --- | --- |
Reconciliationof Net Income (Loss) to Adjusted EBITDA and Net Income (Loss) Attributable
toCommon Shareholders to FFO and Normalized FFO
(inthousands except footnotes) (unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 12/31/2019 | 12/31/2018 | 12/31/2019 | 12/31/2018 | |||||||||
| Reconciliation of Net Income (Loss) to Adjusted EBITDA | ||||||||||||
| Net Income (Loss) | $ | 3,531 | $ | (27,729 | ) | $ | 27,750 | $ | (36,216 | ) | ||
| Interest Expense | 4,516 | 4,243 | 17,805 | 16,039 | ||||||||
| Franchise Taxes | 49 | 73 | 230 | 352 | ||||||||
| Depreciation Expense | 9,801 | 8,281 | 36,811 | 31,691 | ||||||||
| (Increase) Decrease in Fair Value of Marketable Securities | 563 | 31,913 | (14,915 | ) | 51,675 | |||||||
| Adjusted EBITDA | $ | 18,460 | $ | 16,781 | $ | 67,681 | $ | 63,541 | ||||
| Reconciliation of Net Income (Loss) Attributable to Common Shareholders to Funds from Operations | ||||||||||||
| Net Income (Loss) Attributable to Common Shareholders | $ | (3,433 | ) | $ | (32,852 | ) | $ | 2,566 | $ | (56,532 | ) | |
| Depreciation Expense | 9,801 | 8,281 | 36,811 | 31,691 | ||||||||
| Loss on Sales of Property and Equipment | 75 | 23 | 111 | 131 | ||||||||
| (Increase) Decrease in Fair Value of Marketable Securities ^(1)^ | 563 | 31,913 | (14,915 | ) | 51,675 | |||||||
| Funds from Operations (“FFO”) | 7,006 | 7,365 | 24,573 | 26,965 | ||||||||
| Adjustments: | ||||||||||||
| Gain on Sales of Marketable Securities | -0- | -0- | -0- | (20 | ) | |||||||
| Non-<br> Recurring Other Expense ^(2)^ | 53 | -0- | 634 | 525 | ||||||||
| Normalized Funds from Operations (“Normalized FFO”) | $ | 7,059 | $ | 7,365 | $ | 25,207 | $ | 27,470 | ||||
| (1) | (Increase) Decrease in Fair Value of Marketable Securities, if any, were previously recorded in Core FFO. | |||||||||||
| --- | --- | |||||||||||
| (2) | Consists of utility billing dispute over a prior 10-year period ($0 and $375,000), emergency windstorm tree removal expenses in three communities ($53,000 and $179,000) and costs associated with acquisitions not completed ($0 and $80,000) for the three and twelve months ended December 31, 2019, respectively, and one-time payroll expenditures ($525,000) for the year ended December 31, 2018. |
| UMH Properties, Inc. | Fourth Quarter FY 2019 Supplemental Information | 7 |
| --- | --- |
MarketCapitalization, Debt and Coverage Ratios
(inthousands) (unaudited)
| Twelve Months Ended | ||||||
|---|---|---|---|---|---|---|
| 12/31/2019 | 12/31/2018 | |||||
| Shares Outstanding | 41,130 | 38,320 | ||||
| Market Price Per Share | $ | 15.73 | $ | 11.84 | ||
| Equity Market Capitalization | $ | 646,976 | $ | 453,714 | ||
| Total Debt | 457,344 | 439,078 | ||||
| Preferred | 405,048 | 288,780 | ||||
| Total Market Capitalization | $ | 1,509,368 | $ | 1,181,572 | ||
| Total Debt | $ | 457,344 | $ | 439,078 | ||
| Less: Cash and Cash Equivalents | (12,902 | ) | (7,433 | ) | ||
| Net Debt | 444,442 | 431,645 | ||||
| Less: Marketable Securities at Fair Value (“Securities”) | (116,186 | ) | (99,596 | ) | ||
| Net Debt Less Securities | $ | 328,256 | $ | 332,049 | ||
| Interest Expense | $ | 17,805 | $ | 16,039 | ||
| Capitalized Interest | 1,498 | 1,036 | ||||
| Preferred Dividends | 25,184 | 20,316 | ||||
| Total Fixed Charges | $ | 44,487 | $ | 37,391 | ||
| Adjusted EBITDA | $ | 67,681 | $ | 63,541 | ||
| Debt and Coverage Ratios | ||||||
| Net Debt / Total Market Capitalization | 29.4 | % | 36.5 | % | ||
| Net Debt Plus Preferred / Total Market Capitalization | 56.3 | % | 61.0 | % | ||
| Net Debt Less Securities / Total Market Capitalization | 21.7 | % | 28.1 | % | ||
| Net Debt Less Securities Plus Preferred / Total Market Capitalization | 48.6 | % | 52.5 | % | ||
| Interest Coverage | 3.5 | x | 3.7 | x | ||
| Fixed Charge Coverage | 1.5 | x | 1.7 | x | ||
| Net Debt / Adjusted EBITDA | 6.6 | x | 6.8 | x | ||
| Net Debt Less Securities / Adjusted EBITDA | 4.9 | x | 5.2 | x | ||
| Net Debt Plus Preferred / Adjusted EBITDA | 12.6 | x | 11.3 | x | ||
| Net Debt Less Securities Plus Preferred / Adjusted EBITDA | 10.8 | x | 9.8 | x |
| UMH Properties, Inc. | Fourth Quarter FY 2019 Supplemental Information | 8 |
| --- | --- |
DebtAnalysis
(inthousands) (unaudited)
| Twelve Months Ended | ||||||
|---|---|---|---|---|---|---|
| 12/31/2019 | 12/31/2018 | |||||
| Debt Outstanding | ||||||
| Mortgages Payable: | ||||||
| Fixed Rate Mortgages | $ | 377,045 | $ | 334,411 | ||
| Unamortized Debt Issuance Costs | (3,387 | ) | (3,318 | ) | ||
| Mortgages, Net of Unamortized Debt Issuance Costs | $ | 373,658 | $ | 331,093 | ||
| Loans Payable: | ||||||
| Unsecured Line of Credit | $ | 15,000 | $ | 50,000 | ||
| Other Loans Payable | 69,044 | 58,417 | ||||
| Total Loans Before Unamortized Debt Issuance Costs | 84,044 | 108,417 | ||||
| Unamortized Debt Issuance Costs | (358 | ) | (432 | ) | ||
| Loans, Net of Unamortized Debt Issuance Costs | $ | 83,686 | $ | 107,985 | ||
| Total Debt, Net of Unamortized Debt Issuance Costs | $ | 457,344 | $ | 439,078 | ||
| % Fixed/Floating | ||||||
| Fixed | 82.2 | % | 77.0 | % | ||
| Floating | 17.8 | % | 23.0 | % | ||
| Total | 100.0 | % | 100.0 | % | ||
| Weighted Average Interest Rates (1) | ||||||
| Mortgages Payable | 4.14 | % | 4.29 | % | ||
| Loans Payable | 3.69 | % | 4.20 | % | ||
| Total Average | 4.06 | % | 4.27 | % | ||
| Weighted Average Maturity (Years) | ||||||
| Mortgages Payable | 6.0 | 6.3 |
(1)Weighted average interest rates do not include the effect of unamortized debt issuance costs.
| UMH Properties, Inc. | Fourth Quarter FY 2019 Supplemental Information | 9 |
| --- | --- |
DebtMaturity
(inthousands) (unaudited)
| As of 12/31/19: | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fiscal Year Ended | Mortgages | Loans | Total | % of Total | ||||||||
| 2020 | $ | -0- | $ | 66,983 | $ | 66,983 | 14.5 | % | ||||
| 2021 | 2,119 | 204 | 2,323 | 0.5 | % | |||||||
| 2022 | 19,914 | 15,786 | (1) | 35,700 | 7.7 | % | ||||||
| 2023 | 66,958 | 389 | 67,347 | 14.6 | % | |||||||
| 2024 | -0- | 682 | 682 | 0.1 | % | |||||||
| Thereafter | 288,054 | -0- | 288,054 | 62.6 | % | |||||||
| Total Debt Before Unamortized Debt Issuance Cost | 377,045 | 84,044 | 461,089 | 100.0 | % | |||||||
| Unamortized Debt Issuance Cost | (3,387 | ) | (358 | ) | (3,745 | ) | ||||||
| Total Debt, Net of Unamortized Debt Issuance Costs | $ | 373,658 | $ | 83,686 | $ | 457,344 |
(1)Includes $15 million balance outstanding on the Company’s Line of Credit due November 2022, with an additional one yearoption.
| UMH Properties, Inc. | Fourth Quarter FY 2019 Supplemental Information | 10 |
| --- | --- |
SecuritiesPortfolio Performance
(inthousands)
| Year Ended | Securities Available for Sale | Dividend Income | Net Realized Gain on Sale of Securities | Net Realized Gain on Sale of Securities & Dividend Income | ||||
|---|---|---|---|---|---|---|---|---|
| 2010 | $ | 28,757 | $ | 1,763 | $ | 2,028 | $ | 3,791 |
| 2011 | 43,298 | 2,512 | 2,693 | 5,205 | ||||
| 2012 | 57,325 | 3,244 | 4,093 | 7,337 | ||||
| 2013 | 59,255 | 3,481 | 4,056 | 7,537 | ||||
| 2014 | 63,556 | 4,066 | 1,543 | 5,609 | ||||
| 2015 | 75,011 | 4,399 | 204 | 4,603 | ||||
| 2016 | 108,755 | 6,636 | 2,285 | 8,921 | ||||
| 2017 | 132,964 | 8,135 | 1,747 | 9,882 | ||||
| 2018 | 99,596 | 10,367 | 20 | 10,387 | ||||
| 2019 | 116,186 | 7,535 | -0- | 7,535 | ||||
| $ | 52,138 | $ | 18,669 | $ | 70,807 |
| UMH Properties, Inc. | Fourth Quarter FY 2019 Supplemental Information | 11 |
| --- | --- |
PropertySummary and Snapshot
(unaudited)
| 12/31/2019 | 12/31/2018 | % Change | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Communities | 122 | 118 | 3.4 | % | ||||||||||||||||||||||
| Developed Sites | 23,088 | 21,510 | 7.3 | % | ||||||||||||||||||||||
| Occupied | 18,936 | 17,636 | 7.4 | % | ||||||||||||||||||||||
| Occupancy % | 82.0 | % | 82.0 | % | 0 bps | |||||||||||||||||||||
| Total Rentals | 7,394 | 6,512 | 13.5 | % | ||||||||||||||||||||||
| Occupied Rentals | 6,820 | 6,009 | 13.5 | % | ||||||||||||||||||||||
| Rental Occupancy % | 92.3 | % | 92.3 | % | 0 bps | |||||||||||||||||||||
| Monthly Rent Per Site | $ | 447 | $ | 435 | 2.8 | % | ||||||||||||||||||||
| Monthly Rent Per Home Rental Including Site | $ | 765 | $ | 742 | 3.1 | % | ||||||||||||||||||||
| State | Number | Total<br> Acreage | Developed<br> Acreage | Vacant<br> Acreage | Total<br> Sites | Occupied<br> Sites | Occupancy<br> Percentage | Monthly<br> Rent Per Site | Total<br> Rentals | Occupied<br> Rentals | Rental<br> Occupancy Percentage | Monthly<br> Rent Per Home Rental | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (1) | (1) | (2) | ||||||||||||||||||||||||
| Indiana | 14 | 1,104 | 870 | 234 | 3,991 | 3,311 | 83.0 | % | $ | 394 | 1,530 | 1,409 | 92.1 | % | $ | 760 | ||||||||||
| Maryland | 1 | 77 | 10 | 67 | 62 | 59 | 95.2 | % | $ | 514 | -0- | -0- | N/A | N/A | ||||||||||||
| Michigan | 3 | 153 | 153 | -0- | 740 | 598 | 80.8 | % | $ | 438 | 252 | 216 | 85.7 | % | $ | 761 | ||||||||||
| New<br> Jersey | 4 | 349 | 187 | 162 | 1,006 | 953 | 94.7 | % | $ | 632 | 44 | 40 | 90.9 | % | $ | 984 | ||||||||||
| New<br> York | 7 | 617 | 308 | 309 | 1,170 | 984 | 84.1 | % | $ | 544 | 357 | 330 | 92.4 | % | $ | 923 | ||||||||||
| Ohio | 36 | 1,781 | 1,315 | 466 | 6,739 | 5,196 | 77.2 | % | $ | 400 | 2,089 | 1,899 | 90.9 | % | $ | 705 | ||||||||||
| Pennsylvania | 50 | 2,148 | 1,787 | 361 | 7,630 | 6,208 | 81.4 | % | $ | 464 | 2,306 | 2,139 | 92.8 | % | $ | 786 | ||||||||||
| Tennessee | 7 | 413 | 321 | 92 | 1,750 | 1,627 | 93.0 | % | $ | 472 | 816 | 788 | 96.6 | % | $ | 785 | ||||||||||
| Total as of December 31, 2019 | 122 | 6,642 | 4,951 | 1,691 | 23,088 | 18,936 | 82.0 | % | $ | 447 | 7,394 | 6,821 | 92.3 | % | $ | 765 |
(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. | Fourth Quarter FY 2019 Supplemental Information | 12 |
| --- | --- |
SameProperty Statistics
(inthousands) (unaudited)
| For Three Months Ended | For Twelve Months Ended | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 12/31/2019 | 12/31/2018 | Change | % Change | 12/31/2019 | 12/31/2018 | Change | % Change | |||||||||||
| Community Net Operating Income | ||||||||||||||||||
| Rental and Related Income | $ | 30,556 | $ | 28,650 | $ | 1,906 | 6.7 | % | $ | 119,659 | $ | 111,878 | $ | 7,781 | 7.0 | % | ||
| Community Operating Expenses*^(1)^* | 13,190 | 12,996 | 194 | 1.5 | % | 53,163 | 49,389 | 3,774 | 7.6 | % | ||||||||
| Community NOI | $ | 17,366 | $ | 15,654 | $ | 1,712 | 10.9 | % | $ | 66,496 | $ | 62,489 | $ | 4,007 | 6.4 | % | ||
| As of | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||
| 12/31/2019 | 12/31/2018 | Change | ||||||||||||||||
| Total Sites | 19,927 | 19,903 | 0.1 | % | ||||||||||||||
| Occupied Sites | 16,695 | 16,362 | 333 sites, 2.0 | % | ||||||||||||||
| Occupancy % | 83.8 | % | 82.2 | % | 160 bps | |||||||||||||
| Number of Properties | 112 | 112 | N/A | |||||||||||||||
| Total Rentals | 6,921 | 6,244 | 10.8 | % | ||||||||||||||
| Occupied Rentals | 6,438 | 5,776 | 11.5 | % | ||||||||||||||
| Rental Occupancy | 93.0 | % | 92.5 | % | 50 bps | |||||||||||||
| Monthly Rent Per Site | $ | 457 | $ | 441 | 3.6 | % | ||||||||||||
| Monthly Rent Per Home Including Site | $ | 769 | $ | 746 | 3.1 | % |
SameProperty includes all properties owned as of January 1, 2018, 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 year ended December31, 2019 and $53,000 from emergency windstorm damage cleanup for the three months and year ended December 31,2019.
| UMH Properties, Inc. | Fourth Quarter FY 2019 Supplemental Information | 13 |
| --- | --- |
AcquisitionSummary
(dollarsin thousands)
| At Acquisition: | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year of Acquisition | Number of Communities | Sites | Occupied Sites | Occupancy % | Price | Total Acres | |||
| 2016 | 3 | 289 | 215 | 74 | % | $ | 7,277 | 219 | |
| 2017 | 11 | 1,997 | 1,333 | 67 | % | $ | 63,290 | 602 | |
| 2018 | 6 | 1,615 | 1,271 | 79 | % | $ | 59,093 | 494 | |
| 2019 | 4 | 1,495 | 935 | 62 | % | $ | 56,237 | 247 |
| Community | Date of Acquisition | State | Number of Sites | Purchase Price | Number<br> <br>of Acres | Occupancy | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Friendly Village | July 3, 2019 | OH | 824 | $ | 19,386 | 101 | 46 | % | |||
| Fifty-One Estates and | |||||||||||
| New Colony | July 30, 2019 | PA | 285 | 11,650 | 61 | 76 | % | ||||
| Northtowne Meadows | August 27, 2019 | MI | 386 | 25,201 | 85 | 88 | % | ||||
| Total 2019 | 1,495 | $ | 56,237 | 247 | 62 | % |
| UMH Properties, Inc. | Fourth Quarter FY 2019 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”), 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 41.4 million and 40.2 million shares for the three and twelve months ended December 31, 2019, respectively, and 38.1 million and 37.2 million for the three and twelve months ended December 31, 2018, respectively. Common stock equivalents resulting from stock options in the amount of 456,000 and 294,000 shares for the three and twelve months ended December 31, 2019, respectively, and 294,000 and 342,000 shares for the three and twelve months ended December 31, 2018, respectively, are included in the diluted weighted shares outstanding. Common stock equivalents for the three months ended December 31, 2019 and the three and twelve months ended December 31, 2018 were excluded from the computation of the Diluted Net Income (Loss) per Share as their effect would be 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. Community NOI excludes realized gains (losses) on securities transactions.
SameProperty NOI is calculated as Community NOI, using all properties owned as of January 1, 2018, 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. | Fourth Quarter FY 2019 Supplemental Information | 15 |
| --- | --- |
PressRelease Dated March 5, 2020
| FOR IMMEDIATE RELEASE | March 5, 2020 |
|---|---|
| Contact: Nelli Madden | |
| 732-577-9997 |
UMHPROPERTIES, INC. REPORTS RESULTS FOR THE YEAR ENDED AND THE FOURTH QUARTER ENDED DECEMBER 31, 2019
FREEHOLD,NJ, March 5, 2020........ UMH Properties, Inc. (NYSE:UMH) reported Total Income of $146.6 million for the year ended December 31, 2019 as compared to $129.6 million for the year ended December 31, 2018, representing an increase of 13%. Total Income for the quarter ended December 31, 2019 was $37.7 million as compared to $34.2 million for the quarter ended December 31, 2018, representing an increase of 10%. Net Income (Loss) Attributable to Common Shareholders amounted to $2.6 million or $0.06 per diluted share for the year ended December 31, 2019 as compared to a loss of $56.5 million or $1.53 per diluted share for the year ended December 31, 2018. Net Loss Attributable to Common Shareholders amounted to $3.4 million or $0.08 per diluted share for the quarter ended December 31, 2019 as compared to $32.9 million or $0.87 per diluted share for the quarter ended December 31, 2018.
Funds from Operations Attributable to Common Shareholders (“FFO”) was $24.6 million or $0.61 per diluted share for the year ended December 31, 2019 as compared to $27.0 million or $0.72 per diluted share for the year ended December 31, 2018. FFO was $7.0 million or $0.17 per diluted share for the quarter ended December 31, 2019 as compared to $7.4 million or $0.19 per diluted share for the quarter ended December 31, 2018. Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”), was $25.2 million or $0.63 per diluted share for the year ended December 31, 2019, as compared to $27.5 million or $0.74 per diluted share for the year ended December 31, 2018. Normalized FFO was $7.1 million or $0.17 per diluted share for the quarter ended December 31, 2019, as compared to $7.4 million or $0.19 per diluted share for the quarter ended December 31, 2018. These decreases were primarily attributable to the reduction in dividend income from our securities holdings as well as the impact of our $100 million preferred issue in April, which was not fully deployed until this quarter.
A summary of significant financial information for the three and twelve months ended December 31, 2019 and 2018 is as follows (inthousands except per share amounts):
| For the Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2019 | 2018 | |||||
| Total Income | $ | 37,744 | $ | 34,245 | ||
| Total Expenses | $ | 31,856 | $ | 29,320 | ||
| Decrease in Fair Value of Marketable Securities | $ | (563 | ) | $ | (31,913 | ) |
| Net Loss Attributable to Common Shareholders | $ | (3,433 | ) | $ | (32,852 | ) |
| Net Loss Attributable to Common Shareholders per Diluted Common Share | $ | (0.08 | ) | $ | (0.87 | ) |
| FFO ^(1)^ | $ | 7,006 | $ | 7,365 | ||
| FFO ^(1)^ per Diluted Common Share | $ | 0.17 | $ | 0.19 | ||
| Normalized FFO ^(1)^ | $ | 7,059 | $ | 7,365 | ||
| Normalized FFO ^(1)^ per Diluted Common Share | $ | 0.17 | $ | 0.19 | ||
| Weighted Average Shares Outstanding | 40,929 | 37,841 |
| UMH Properties, Inc. | Fourth Quarter FY 2019 Supplemental Information | 16 |
| --- | --- | | | For the Twelve Months Ended | | | | | | --- | --- | --- | --- | --- | --- | | | December 31, | | | | | | | 2019 | | 2018 | | | | Total Income | $ | 146,591 | $ | 129,587 | | | Total Expenses | $ | 126,582 | $ | 111,010 | | | Increase (Decrease) in Fair Value of Marketable Securities | $ | 14,915 | $ | (51,675 | ) | | Net Income (Loss) Attributable to Common Shareholders | $ | 2,566 | $ | (56,532 | ) | | Net Income (Loss) Attributable to Common Shareholders per Diluted Common Share | $ | 0.06 | $ | (1.53 | ) | | FFO ^(1)^ | $ | 24,573 | $ | 26,965 | | | FFO ^(1)^ per Diluted Common Share | $ | 0.61 | $ | 0.72 | | | Normalized FFO ^(1)^ | $ | 25,207 | $ | 27,470 | | | Normalized FFO ^(1)^ per Diluted Common Share | $ | 0.63 | $ | 0.74 | | | Weighted Average Shares Outstanding | | 40,203 | | 36,871 | |
A summary of significant balance sheet information as of December 31, 2019 and 2018 is as follows (in thousands):
| December 31, 2018 | December 31, 2017 | |||
|---|---|---|---|---|
| Gross Real Estate Investments | $ | 1,015,281 | $ | 881,456 |
| Marketable Securities at Fair Value | $ | 116,186 | $ | 99,596 |
| Total Assets | $ | 1,025,453 | $ | 880,902 |
| Mortgages Payable, net | $ | 373,658 | $ | 331,093 |
| Loans Payable, net | $ | 83,686 | $ | 107,985 |
| Total Shareholders’ Equity | $ | 546,339 | $ | 424,698 |
Samuel A. Landy, President and CEO, commented on the 2019 results.
“During 2019, we continued to execute on our long-term business plan. We have generated solid operating results, achieved strong growth and strengthened our financial position. Our accomplishments during the year include:
| ● | Increased<br> Rental and Related Income by 13%; |
|---|---|
| ● | Increased<br> Community Net Operating Income (“NOI”) by 10%; |
| ● | Increased<br> Same Property NOI by 6%; |
| ● | Increased<br> Same Property Occupancy by 333 sites or 160 bps over the prior year period from 82.2% to 83.8%; |
| ● | Increased<br> home sales by 14%; |
| ● | Increased<br> our rental home portfolio by 882 homes to approximately 7,400 total rental homes, representing an increase of 14%; |
| ● | Acquired<br> four communities containing approximately 1,500 homesites for a total cost of approximately $56.2 million; |
| ● | Issued<br> and sold 4 million shares of our 6.75% Series C Preferred Stock resulting in net proceeds of approximately $96.7 million; |
| ● | Raised<br> $31.5 million through our Dividend Reinvestment and Stock Purchase Plan; |
| ● | Completed<br> the financing/refinancing of four of our communities for total proceeds of approximately $44.9 million with a weighted average<br> interest rate of 3.40%, paying off the existing $13.8 million mortgages with a weighted average rate of 5.91%; |
| ● | Reduced<br> the weighted average interest rate on our mortgages payable from 4.3% to 4.1%; |
| UMH Properties, Inc. | Fourth Quarter FY 2019 Supplemental Information | 17 |
| --- | --- | | ● | Reduced<br> our Net Debt to Total Market Capitalization from 37% to 29%; | | --- | --- | | ● | Increased<br> our total market capitalization to $1.5 billion, representing an increase of 28%; and, | | ● | Implemented<br> a Preferred Stock At-The-Market Program (“ATM Program”) under which the Company may offer and sell shares of our<br> 6.75% Series C Preferred Stock and/or 6.375% Series D Preferred Stock, having an aggregate sales price of up to $100 million.<br> During 2019, we sold approximately 651,000 shares of our Series D Preferred for net proceeds of approximately $15.9 million,<br> after offering expenses. We have sold additional shares of Series D Preferred under the ATM Program during 2020.” |
“In 2019, we continued to generate strong operating results. We increased our same property occupancy 160 basis points resulting in same property NOI growth of 6%. The improvements that we have made at our value-added acquisitions are driving occupancy and NOI growth creating enduring value for shareholders.”
“During the year, we acquired four communities containing approximately 1,500 developed homesites for an aggregate cost of $56.2 million. The average occupancy of these communities was 62%. These communities are located in our existing markets which exhibit favorable demographics. Our business plan will drive value at these locations. Although the acquisition market remains competitive, we hope to be under contract for the acquisition of two communities in the near future.”
“A primary factor in the success of our value-added acquisition program is the expertise we have in operating our rental home program. In 2019, we grew our total rental home portfolio by 882 units to 7,400 total homes. We continue to maintain occupancy rates of over 92%. We have been pleased with the duration of our tenants’ lengths of stay and the condition of the homes upon move out.”
“Our sales operation grew total home sales by 14%. This is the fourth consecutive year that we have reported double-digit growth in total sales. Rising wages and increased employment opportunities in our markets continue to drive strong sales demand. We remain optimistic about the future of our sales division.”
“UMH continues to build upon our previous success. The operating results exhibited by our portfolio of 122 manufactured housing communities containing 23,100 developed homesites continues to meet our expectations. In 2020, our operating results will improve based upon our 4% annual rent increases, our investment in 800-900 new rental homes and the continued improvement in our sales operation. We also anticipate calling our 8% Series B Perpetual Preferred Stock in October 2020 and are confident that we can replace this capital at a substantially lower rate, thereby generating significant savings that will help drive per share earnings growth.”
UMH Properties, Inc. will host its Fourth Quarter and Year Ended December 31, 2019 Financial Results Webcast and Conference Call. Senior management will discuss the results, current market conditions and future outlook on Friday, March 6, 2020 at 10:00 a.m. Eastern Time.
The Company’s fourth quarter and year ended December 31, 2019 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, March 6, 2020. It will be available until June 5, 2020, and can be accessed by dialing toll free 877-344-7529 (domestically) and 412-317-0088 (internationally) and entering the passcode 10137358. A transcript of the call and the webcast replay will be available at the Company’s website, www.umh.reit.
| UMH Properties, Inc. | Fourth Quarter FY 2019 Supplemental Information | 18 |
| --- | --- |
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. | |||||||||||
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| 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 and twelve<br> months ended December 31, 2019 and 2018 are calculated as follows (in thousands except footnotes): | ||||||||||||
| Three Months Ended | Twelve Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 12/31/19 | 12/31/18 | 12/31/19 | 12/31/18 | |||||||||
| Net Income (Loss) Attributable to Common Shareholders | $ | (3,433 | ) | $ | (32,852 | ) | $ | 2,566 | $ | (56,532 | ) | |
| Depreciation Expense | 9,801 | 8,281 | 36,811 | 31,691 | ||||||||
| Loss on Sales of Property and Equipment | 75 | 23 | 111 | 131 | ||||||||
| (Increase) Decrease in Fair Value of Marketable Securities<br> ^(2)^ | 563 | 31,913 | (14,915 | ) | 51,675 | |||||||
| FFO Attributable to Common Shareholders | 7,006 | 7,365 | 24,573 | 26,965 | ||||||||
| Gain on Sales of Marketable Securities | -0- | -0- | -0- | (20 | ) | |||||||
| Non-Recurring Other Expense ^(3)^ | 53 | -0- | 634 | 525 | ||||||||
| Normalized FFO Attributable to Common Shareholders | $ | 7,059 | $ | 7,365 | $ | 25,207 | $ | 27,470 |
| UMH Properties, Inc. | Fourth Quarter FY 2019 Supplemental Information | 19 |
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The diluted weighted shares outstanding used in the calculation of FFO per Diluted Common Share and Normalized FFO per Diluted Common Share were 41.4 million and 40.2 million shares for the three and twelve months ended December 31, 2019, respectively, and 38.1 million and 37.2 million shares for the three and twelve months ended December 31, 2018, respectively. Common stock equivalents resulting from stock options in the amount of 456,000 and 294,000 shares for the three and twelve months ended December 31, 2019, respectively, and 294,000 and 342,000 shares for the three and twelve months ended December 31, 2018, respectively, are included in the diluted weighted shares outstanding. Common stock equivalents for the three months ended December 31, 2019 and the three and twelve months ended December 31, 2018 were excluded from the computation of the Diluted Net Income (Loss) per Share as their effect would be anti-dilutive.
The following are the cash flows provided (used) by operating, investing and financing activities for the twelve months ended December 31, 2019 and 2018 (in thousands):
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Operating Activities | $ | 38,516 | $ | 40,175 | ||
| Investing Activities | (122,350 | ) | (137,603 | ) | ||
| Financing Activities | 90,053 | 82,314 | ||||
| (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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| (3) | Consists<br> of utility billing dispute over a prior 10-year period ($0 and $375,000), emergency windstorm tree removal expenses in three<br> communities ($53,000 and $179,000) and costs associated with acquisitions not completed ($0 and $80,000) for the three and<br> twelve months ended December 31, 2019, respectively, and one-time payroll expenditures ($525,000) for the year ended December<br> 31, 2018. |
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| UMH Properties, Inc. | Fourth Quarter FY 2019 Supplemental Information | 20 |
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