8-K
UMH PROPERTIES, INC. (UMH)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): August 6, 2024
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, $0.10 par value | UMH | New<br> York Stock Exchange |
| 6.375%<br> Series D Cumulative Redeemable Preferred Stock, $0.10 par value | UMH<br> PD | New<br> York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
Item 7.01 Regulation FD Disclosure.
On August 6, 2024, UMH Properties, Inc. issued a press release announcing the results for the second quarter June 30, 2024 and disclosed a supplemental information package in connection with its earnings conference call for the second quarter June 30, 2024. 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,<br> governing laws and regulations affecting manufactured housing communities and illiquidity<br> 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<br> vacant land which may be developed into manufactured housing communities on terms favorable<br> to us; |
| ● | our<br> ability to maintain or increase rental rates and occupancy levels; |
| ● | changes<br> in market rates of interest; |
| ● | inflation<br> and increases in costs, including personnel, insurance and the cost of purchasing manufactured<br> homes; |
| ● | our<br> ability to purchase manufactured homes for rental or sale; |
| ● | our<br> ability to repay debt financing obligations; |
| 2 |
| --- | | ● | our<br> ability to refinance amounts outstanding under our credit facilities at maturity on terms<br> favorable to us; | | --- | --- | | ● | our<br> ability to comply with certain debt covenants; | | ● | our<br> ability to integrate acquired properties and operations into existing operations; | | ● | the<br> availability of other debt and equity financing alternatives; | | ● | continued<br> ability to access the debt or equity markets; | | ● | the<br> loss of any member of our management team; | | ● | our<br> ability to maintain internal controls and processes to ensure all transactions are accounted<br> for properly, all relevant disclosures and filings are timely made in a timely manner in<br> 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; | | ● | our<br> ability to qualify as a real estate investment trust for federal income tax purposes; and | | ● | risks<br> and uncertainties related to the COVID-19 pandemic or other highly infectious or contagious<br> diseases. |
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| 99 | Supplemental information package for the second quarter June 30, 2024 and press release dated August 6, 2024. |
| --- | --- |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
| --- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UMH Properties, Inc. | ||
|---|---|---|
| Date:<br> August 6, 2024 | By: | /s/ Anna T. Chew |
| Name: | Anna<br> T. Chew | |
| Title: | Executive<br> Vice 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 excluding Non-Recurring Other Expense 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 |
| Acquisitions Summary and Property Portfolio | 14 |
| Definitions | 15 |
| Press Release Dated August 6, 2024 | 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. | Second Quarter FY 2024 Supplemental Information | 2 |
| --- | --- |
FinancialHighlights
(dollarsin thousands except per share amounts) (unaudited)
| Three Months<br> Ended | Six Months<br> Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June<br> 30, 2024 | June<br> 30, 2023 | June<br> 30, 2024 | June<br> 30, 2023 | |||||||||
| Operating<br> Information | ||||||||||||
| Number of Communities ^(1)^ | 136 | 135 | ||||||||||
| Total Sites | 25,787 | 25,729 | ||||||||||
| Rental and Related Income | $ | 51,494 | $ | 47,063 | $ | 101,823 | $ | 92,368 | ||||
| Community Operating Expenses | $ | 21,595 | $ | 20,034 | $ | 42,692 | $ | 40,122 | ||||
| Community NOI | $ | 29,899 | $ | 27,029 | $ | 59,131 | $ | 52,246 | ||||
| Expense Ratio | 41.9 | % | 42.6 | % | 41.9 | % | 43.4 | % | ||||
| Sales of Manufactured Homes | $ | 8,834 | $ | 8,227 | $ | 16,185 | $ | 15,529 | ||||
| Number of Homes Sold | 105 | 91 | 200 | 174 | ||||||||
| Number of Rentals Added, net | 111 | 304 | 167 | 534 | ||||||||
| Net Income (Loss) | $ | 5,181 | $ | (403 | ) | $ | 3,556 | $ | (1,904 | ) | ||
| Net Income (Loss) Attributable to Common Shareholders | $ | 527 | $ | (4,418 | ) | $ | (5,737 | ) | $ | (9,715 | ) | |
| Adjusted EBITDA excluding Non-Recurring Other<br> Expense | $ | 28,329 | $ | 25,270 | $ | 55,014 | $ | 48,731 | ||||
| FFO Attributable to Common Shareholders | $ | 16,182 | $ | 12,043 | $ | 30,228 | $ | 22,683 | ||||
| Normalized FFO Attributable to Common Shareholders | $ | 16,807 | $ | 13,049 | $ | 31,824 | $ | 24,769 | ||||
| Shares Outstanding<br> and Per Share Data | ||||||||||||
| Weighted Average Shares Outstanding | ||||||||||||
| Basic | 71,418 | 61,236 | 70,291 | 60,186 | ||||||||
| Diluted | 71,884 | 61,760 | 70,700 | 60,844 | ||||||||
| Net Income (Loss) Attributable<br> to Shareholders per Share- | ||||||||||||
| Basic and Diluted | $ | 0.01 | $ | (0.07 | ) | $ | (0.08 | ) | $ | (0.16 | ) | |
| FFO per Share-^(2)^ | ||||||||||||
| Basic | $ | 0.23 | $ | 0.20 | $ | 0.43 | $ | 0.38 | ||||
| Diluted | $ | 0.23 | $ | 0.19 | $ | 0.43 | $ | 0.37 | ||||
| Normalized FFO per Share-^(2)^ | ||||||||||||
| Basic | $ | 0.24 | $ | 0.21 | $ | 0.45 | $ | 0.41 | ||||
| Diluted | $ | 0.23 | $ | 0.21 | $ | 0.45 | $ | 0.41 | ||||
| Dividends per Common Share | $ | 0.215 | $ | 0.205 | $ | 0.42 | $ | 0.41 | ||||
| Balance<br> Sheet | ||||||||||||
| Total Assets | $ | 1,441,295 | $ | 1,393,869 | ||||||||
| Total Liabilities | $ | 697,315 | $ | 756,002 | ||||||||
| Market<br> Capitalization | ||||||||||||
| Total Debt, Net of Unamortized Debt Issuance<br> Costs | $ | 668,876 | $ | 726,862 | ||||||||
| Equity Market Capitalization | $ | 1,163,272 | $ | 1,007,888 | ||||||||
| Series D Preferred Stock | $ | 295,757 | $ | 265,032 | ||||||||
| Total Market Capitalization | $ | 2,127,905 | $ | 1,999,782 | ||||||||
| (1) | As of January 1, 2024, includes Duck River Estates, a newly constructed community. | |||||||||||
| --- | --- | |||||||||||
| (2) | Please see Definitions on page 15. |
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 3 |
| --- | --- |
ConsolidatedBalance Sheets
(inthousands except per share amounts)
| December 31, | |||||
|---|---|---|---|---|---|
| 2023 | |||||
| ASSETS | |||||
| Investment Property and<br> Equipment | |||||
| Land | 87,301 | $ | 86,497 | ||
| Site and Land Improvements | 907,400 | 896,568 | |||
| Buildings and Improvements | 39,749 | 39,506 | |||
| Rental Homes and Accessories | 539,746 | 516,470 | |||
| Total Investment Property | 1,574,196 | 1,539,041 | |||
| Equipment and Vehicles | 30,059 | 29,126 | |||
| Total Investment Property and Equipment | 1,604,255 | 1,568,167 | |||
| Accumulated Depreciation | (443,448 | ) | (416,309 | ) | |
| Net<br> Investment Property and Equipment | 1,160,807 | 1,151,858 | |||
| Other Assets | |||||
| Cash and Cash Equivalents | 39,457 | 57,320 | |||
| Marketable Securities at Fair Value | 28,673 | 34,506 | |||
| Inventory of Manufactured Homes | 31,986 | 32,940 | |||
| Notes and Other Receivables, net | 85,940 | 81,071 | |||
| Prepaid Expenses and Other Assets | 15,485 | 11,729 | |||
| Land Development Costs | 52,736 | 33,302 | |||
| Investment in Joint<br> Venture | 26,211 | 24,851 | |||
| Total<br> Other Assets | 280,488 | 275,719 | |||
| TOTAL<br> ASSETS | 1,441,295 | $ | 1,427,577 | ||
| LIABILITIES AND SHAREHOLDERS’<br> EQUITY | |||||
| Liabilities | |||||
| Mortgages Payable, net<br> of unamortized debt issuance costs | 491,030 | $ | 496,483 | ||
| Other Liabilities | |||||
| Accounts Payable | 5,386 | 6,106 | |||
| Loans Payable, net of unamortized debt issuance<br> costs | 77,367 | 93,479 | |||
| Series A Bonds, net of unamortized debt issuance<br> costs | 100,479 | 100,055 | |||
| Accrued Liabilities and Deposits | 13,145 | 15,117 | |||
| Tenant Security Deposits | 9,908 | 9,543 | |||
| Total Other Liabilities | 206,285 | 224,300 | |||
| Total<br> Liabilities | 697,315 | 720,783 | |||
| COMMITMENTS AND CONTINGENCIES | |||||
| Shareholders’ Equity: | |||||
| Series D- 6.375% Cumulative Redeemable Preferred Stock, 0.10 par value<br> per share; 13,700 shares authorized as of June 30, 2024 and December, 31 2023; 11,830 and 11,607 shares issued and outstanding as<br> of June 30, 2024 and December 31, 2023, respectively | 295,757 | 290,180 | |||
| Common Stock- 0.10 par value per share: 153,714 shares authorized as<br> of June 30, 2024 and December 31, 2023; 72,750 and 67,978 shares issued and outstanding as of June 30, 2024 and December 31, 2023,<br> respectively | 7,275 | 6,798 | |||
| Excess Stock- 0.10 par value per share: 3,000 shares authorized; no<br> shares issued or outstanding as of June 30, 2024 and December 31, 2023 | -0- | -0- | |||
| Additional Paid-In Capital | 464,330 | 433,106 | |||
| Accumulated Deficit | (25,364 | ) | (25,364 | ) | |
| Total UMH Properties, Inc.<br> Shareholders’ Equity | 741,998 | 704,720 | |||
| Non-Controlling Interest<br> in Consolidated Subsidiaries | 1,982 | 2,074 | |||
| Total<br> Shareholders’ Equity | 743,980 | 706,794 | |||
| TOTAL<br> LIABILITIES AND SHAREHOLDERS’ EQUITY | 1,441,295 | $ | 1,427,577 |
All values are in US Dollars.
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 4 |
| --- | --- |
ConsolidatedStatements of Income (Loss)
(inthousands except per share amounts) (unaudited)
| Three Months<br> Ended | Six Months<br> Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June<br> 30, 2024 | June<br> 30, 2023 | June<br> 30, 2024 | June<br> 30, 2023 | |||||||||
| INCOME: | ||||||||||||
| Rental and Related Income | $ | 51,494 | $ | 47,063 | $ | 101,823 | $ | 92,368 | ||||
| Sales of Manufactured<br> Homes | 8,834 | 8,227 | 16,185 | 15,529 | ||||||||
| TOTAL<br> INCOME | 60,328 | 55,290 | 118,008 | 107,897 | ||||||||
| EXPENSES: | ||||||||||||
| Community Operating Expenses | 21,595 | 20,034 | 42,692 | 40,122 | ||||||||
| Cost of Sales of Manufactured Homes | 5,461 | 5,740 | 11,017 | 10,725 | ||||||||
| Selling Expenses | 1,744 | 1,665 | 3,390 | 3,477 | ||||||||
| General and Administrative Expenses | 5,506 | 5,181 | 10,874 | 10,163 | ||||||||
| Depreciation Expense | 15,001 | 13,751 | 29,742 | 27,124 | ||||||||
| TOTAL<br> EXPENSES | 49,307 | 46,371 | 97,715 | 91,611 | ||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||
| Interest Income | 1,501 | 1,217 | 3,068 | 2,355 | ||||||||
| Dividend Income | 362 | 531 | 722 | 1,237 | ||||||||
| Loss on Sales of Marketable Securities, net | (3,778 | ) | (1 | ) | (3,778 | ) | (43 | ) | ||||
| Increase (Decrease) in Fair Value of<br> Marketable Securities | 3,338 | (2,548 | ) | (2,031 | ) | (4,943 | ) | |||||
| Other Income | 205 | 288 | 364 | 616 | ||||||||
| Loss on Investment in Joint Venture | (87 | ) | (175 | ) | (224 | ) | (480 | ) | ||||
| Interest Expense | (7,371 | ) | (8,639 | ) | (14,845 | ) | (16,969 | ) | ||||
| TOTAL<br> OTHER INCOME (EXPENSE) | (5,830 | ) | (9,327 | ) | (16,724 | ) | (18,227 | ) | ||||
| Income (Loss) before Gain (Loss) on Sales of<br> Investment Property and Equipment | 5,191 | (408 | ) | 3,569 | (1,941 | ) | ||||||
| Gain (Loss) on Sales of<br> Investment Property and Equipment | (10 | ) | 5 | (13 | ) | 37 | ||||||
| NET INCOME (LOSS) | 5,181 | (403 | ) | 3,556 | (1,904 | ) | ||||||
| Preferred Dividends | (4,712 | ) | (4,051 | ) | (9,385 | ) | (7,887 | ) | ||||
| Loss Attributable to<br> Non-Controlling Interest | 58 | 36 | 92 | 76 | ||||||||
| NET<br> INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ | 527 | $ | (4,418 | ) | $ | (5,737 | ) | $ | (9,715 | ) | |
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS PER SHARE – | ||||||||||||
| Basic and Diluted | $ | 0.01 | $ | (0.07 | ) | $ | (0.08 | ) | $ | (0.16 | ) | |
| WEIGHTEDAVERAGE COMMON SHARES OUTSTANDING: | ||||||||||||
| Basic | 71,418 | 61,236 | 70,291 | 60,186 | ||||||||
| Diluted | 71,884 | 61,760 | 70,700 | 60,844 |
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 5 |
| --- | --- |
ConsolidatedStatements of Cash Flows
(inthousands) (unaudited)
| Six Months<br> Ended | ||||||
|---|---|---|---|---|---|---|
| June<br> 30, 2024 | June<br> 30, 2023 | |||||
| CASH FLOWS FROM OPERATING<br> ACTIVITIES: | ||||||
| Net Income (Loss) | $ | 3,556 | $ | (1,904 | ) | |
| Non-Cash Items Included in Net Income (Loss): | ||||||
| Depreciation | 29,742 | 27,124 | ||||
| Amortization of Financing<br>Costs | 1,163 | 1,056 | ||||
| Stock Compensation Expense | 2,543 | 2,999 | ||||
| Provision for Uncollectible<br>Notes and Other Receivables | 795 | 797 | ||||
| Loss on Sales of Marketable<br>Securities, net | 3,778 | 43 | ||||
| Decrease in Fair Value<br>of Marketable Securities | 2,031 | 4,943 | ||||
| (Gain) Loss on Sales of<br>Investment Property and Equipment | 13 | (37 | ) | |||
| Loss on Investment in Joint<br>Venture | 469 | 577 | ||||
| Changes in Operating Assets and Liabilities: | ||||||
| Inventory of Manufactured<br>Homes | 954 | 27,414 | ||||
| Notes and Other Receivables,<br>net of notes acquired with acquisitions | (5,664 | ) | (9,017 | ) | ||
| Prepaid Expenses and Other<br>Assets | 552 | 1,591 | ||||
| Accounts Payable | (720 | ) | 317 | |||
| Accrued Liabilities and<br>Deposits | (1,972 | ) | (3,534 | ) | ||
| Tenant<br>Security Deposits | 365 | 633 | ||||
| Net<br> Cash Provided by Operating Activities | 37,605 | 53,002 | ||||
| CASH FLOWS FROM INVESTING<br> ACTIVITIES: | ||||||
| Purchase of Manufactured<br>Home Communities | -0- | (3,679 | ) | |||
| Purchase of Investment<br>Property and Equipment | (41,052 | ) | (74,604 | ) | ||
| Proceeds from Sales of<br>Investment Property and Equipment | 2,348 | 1,332 | ||||
| Additions to Land Development<br>Costs | (18,249 | ) | (12,587 | ) | ||
| Purchase of Marketable<br>Securities | (12 | ) | (11 | ) | ||
| Proceeds from Sales of<br>Marketable Securities | 36 | 502 | ||||
| Investment<br>in Joint Venture | (1,829 | ) | (5,349 | ) | ||
| Net<br> Cash Used in Investing Activities | (58,758 | ) | (94,396 | ) | ||
| CASH FLOWS FROM FINANCING<br> ACTIVITIES: | ||||||
| Net (Payments) Proceeds<br>from Short-Term Borrowings | (15,837 | ) | 29,527 | |||
| Principal Payments of Mortgages<br>and Loans | (5,915 | ) | (64,583 | ) | ||
| Financing Costs on Debt | (552 | ) | (814 | ) | ||
| Proceeds from At-The-Market<br>Preferred Equity Program, net of offering costs | 5,058 | 34,600 | ||||
| Proceeds from At-The-Market<br>Common Equity Program, net of offering costs | 56,478 | 78,447 | ||||
| Proceeds from Issuance<br>of Common Stock in the DRIP, net of dividend reinvestments | 3,503 | 3,197 | ||||
| Proceeds from Exercise<br>of Stock Options | 2,079 | 550 | ||||
| Preferred Dividends Paid | (9,385 | ) | (7,887 | ) | ||
| Common<br>Dividends Paid, net of dividend reinvestments | (27,831 | ) | (23,331 | ) | ||
| Net<br> Cash Provided by Financing Activities | 7,598 | 49,706 | ||||
| NET (DECREASE) INCREASE<br> IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (13,555 | ) | 8,312 | |||
| CASH,<br> CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 64,437 | 40,876 | ||||
| CASH,<br> CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | 50,882 | $ | 49,188 |
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 6 |
| --- | --- |
Reconciliationof Net Income (Loss) to Adjusted EBITDA and Net Income (Loss) Attributable to Common Shareholders to FFO and Normalized FFO
(inthousands) (unaudited)
| Three Months<br> Ended | Six Months<br> Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June<br> 30, 2024 | June<br> 30, 2023 | June<br> 30, 2024 | June<br> 30, 2023 | |||||||||
| Reconciliation of Net Income (Loss)<br> to Adjusted EBITDA | ||||||||||||
| Net Income<br> (Loss) | $ | 5,181 | $ | (403 | ) | $ | 3,556 | $ | (1,904 | ) | ||
| Interest Expense | 7,371 | 8,639 | 14,845 | 16,969 | ||||||||
| Franchise Taxes | 114 | 100 | 228 | 201 | ||||||||
| Depreciation Expense | 15,001 | 13,751 | 29,742 | 27,124 | ||||||||
| Depreciation Expense from<br> Unconsolidated Joint Venture | 204 | 166 | 401 | 325 | ||||||||
| (Increase) Decrease in<br> Fair Value of Marketable Securities | (3,338 | ) | 2,548 | 2,031 | 4,943 | |||||||
| Loss<br> on Sales of Marketable Securities, net | 3,778 | 1 | 3,778 | 43 | ||||||||
| Adjusted<br> EBITDA | 28,311 | 24,802 | 54,581 | 47,701 | ||||||||
| Non-<br> Recurring Other Expense ^(1)^ | 18 | 468 | 433 | 1,030 | ||||||||
| AdjustedEBITDA without Non-recurring Other Expense | $ | 28,329 | $ | 25,270 | $ | 55,014 | $ | 48,731 | ||||
| Reconciliation of Net Income (Loss) Attributable to Common Shareholders to Funds from Operations | ||||||||||||
| Net Income (Loss) Attributable<br> to Common Shareholders | $ | 527 | $ | (4,418 | ) | $ | (5,737 | ) | $ | (9,715 | ) | |
| Depreciation Expense | 15,001 | 13,751 | 29,742 | 27,124 | ||||||||
| Depreciation Expense from<br> Unconsolidated Joint Venture | 204 | 166 | 401 | 325 | ||||||||
| (Gain) Loss on Sales of<br> Investment Property and Equipment | 10 | (5 | ) | 13 | (37 | ) | ||||||
| (Increase) Decrease in<br> Fair Value of Marketable Securities | (3,338 | ) | 2,548 | 2,031 | 4,943 | |||||||
| Loss<br> on Sales of Marketable Securities, net | 3,778 | 1 | 3,778 | 43 | ||||||||
| Funds<br> from Operations Attributable to Common Shareholders (“FFO”) | 16,182 | 12,043 | 30,228 | 22,683 | ||||||||
| Adjustments: | ||||||||||||
| Amortization of Financing<br>Costs | 607 | 538 | 1,163 | 1,056 | ||||||||
| Non-<br>Recurring Other Expense ^(1)^ | 18 | 468 | 433 | 1,030 | ||||||||
| NormalizedFunds from Operations Attributable to Common Shareholders (“Normalized FFO”) | $ | 16,807 | $ | 13,049 | $ | 31,824 | $ | 24,769 | ||||
| (1) | Consists of non-recurring one-time legal fees ($18 and $51, respectively), and costs associated with the liquidation/sale of inventory in a particular sales center ($0 and $382, respectively) for the three and six months ended June 30, 2024. Consists of special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which were being expensed over the vesting period ($431 and $862, respectively) and non-recurring expenses for the joint venture with Nuveen ($3 and $50, respectively), one-time legal fees ($30 and $50, respectively), fees related to the establishment of the OZ Fund ($4 and $37, respectively), and costs associated with an acquisition that was not completed ($0 and $31, respectively) for the three and six months ended June 30, 2023. | |||||||||||
| --- | --- |
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 7 |
| --- | --- |
MarketCapitalization, Debt and Coverage Ratios
(inthousands) (unaudited)
| Six Months Ended | Year Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| June 30, 2024 | June 30, 2023 | December 31, 2023 | |||||||
| Shares Outstanding | 72,750 | 63,072 | 67,978 | ||||||
| Market Price Per Share | $ | 15.99 | $ | 15.98 | $ | 15.32 | |||
| Equity Market Capitalization | $ | 1,163,272 | $ | 1,007,888 | $ | 1,041,422 | |||
| Total Debt | 668,876 | 726,862 | 690,017 | ||||||
| Preferred | 295,757 | 265,032 | 290,180 | ||||||
| Total Market Capitalization | $ | 2,127,905 | $ | 1,999,782 | $ | 2,021,619 | |||
| Total Debt | $ | 668,876 | $ | 726,862 | $ | 690,017 | |||
| Less: Cash and Cash Equivalents | (39,457 | ) | (41,484 | ) | (57,320 | ) | |||
| Net Debt | 629,419 | 685,378 | 632,697 | ||||||
| Less: Marketable Securities at Fair Value (“Securities”) | (28,673 | ) | (36,701 | ) | (34,506 | ) | |||
| Net Debt Less Securities | $ | 600,746 | $ | 648,677 | $ | 598,191 | |||
| Interest Expense | $ | 14,845 | $ | 16,969 | $ | 32,475 | |||
| Capitalized Interest | 2,378 | 2,699 | 5,032 | ||||||
| Preferred Dividends | 9,385 | 7,887 | 16,723 | ||||||
| Total Fixed Charges | $ | 26,608 | $ | 27,555 | $ | 54,230 | |||
| Adjusted EBITDA excluding Non-Recurring Other Expenses | $ | 55,014 | $ | 48,731 | $ | 101,780 | |||
| Debt and Coverage Ratios | |||||||||
| Net Debt / Total Market Capitalization | 29.6 | % | 34.3 | % | 31.3 | % | |||
| Net Debt Plus Preferred / Total Market Capitalization | 43.5 | % | 47.5 | % | 45.7 | % | |||
| Net Debt Less Securities / Total Market Capitalization | 28.2 | % | 32.4 | % | 29.6 | % | |||
| Net Debt Less Securities Plus Preferred / Total Market Capitalization | 42.1 | % | 45.7 | % | 43.9 | % | |||
| Interest Coverage | 3.2x | 2.5x | 2.7x | ||||||
| Fixed Charge Coverage | 2.1x | 1.8x | 1.9x | ||||||
| Net Debt / Adjusted EBITDA excluding Non-Recurring Other Expense | 5.7x | 7.0x | 6.2x | ||||||
| Net Debt Less Securities / Adjusted EBITDA excluding Non-Recurring Other Expense | 5.5x | 6.7x | 5.9x | ||||||
| Net Debt Plus Preferred / Adjusted EBITDA excluding Non-Recurring Other Expense | 8.4x | 9.8x | 9.1x | ||||||
| Net Debt Less Securities Plus Preferred / Adjusted EBITDA excluding Non-Recurring Other Expense | 8.1x | 9.4x | 8.7x |
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 8 |
| --- | --- |
DebtAnalysis
(inthousands) (unaudited)
| Six Months Ended | Year Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| June 30, 2024 | June 30, 2023 | December 31, 2023 | |||||||
| Debt Outstanding | |||||||||
| Mortgages Payable: | |||||||||
| Fixed Rate Mortgages | $ | 495,219 | $ | 449,126 | $ | 501,135 | |||
| Unamortized Debt Issuance Costs | (4,189 | ) | (4,329 | ) | (4,652 | ) | |||
| Mortgages, Net of Unamortized Debt Issuance Costs | $ | 491,030 | $ | 444,797 | $ | 496,483 | |||
| Loans Payable: | |||||||||
| Unsecured Line of Credit | $ | 50,000 | $ | 100,000 | $ | 70,000 | |||
| Other Loans Payable | 28,846 | 83,753 | 24,683 | ||||||
| Total Loans Before Unamortized Debt Issuance Costs | 78,846 | 183,753 | 94,683 | ||||||
| Unamortized Debt Issuance Costs | (1,479 | ) | (1,319 | ) | (1,204 | ) | |||
| Loans, Net of Unamortized Debt Issuance Costs | $ | 77,367 | $ | 182,434 | $ | 93,479 | |||
| Bonds Payable: | |||||||||
| Series A Bonds | $ | 102,670 | $ | 102,670 | $ | 102,670 | |||
| Unamortized Debt Issuance Costs | (2,191 | ) | (3,039 | ) | (2,615 | ) | |||
| Bonds, Net of Unamortized Debt Issuance Costs | $ | 100,479 | $ | 99,631 | $ | 100,055 | |||
| Total Debt, Net of Unamortized Debt Issuance Costs | $ | 668,876 | $ | 726,862 | $ | 690,017 | |||
| % Fixed/Floating | |||||||||
| Fixed | 91.9 | % | 75.0 | % | 90.0 | % | |||
| Floating | 8.1 | % | 25.0 | % | 10.0 | % | |||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | |||
| Weighted Average Interest Rates ^(1)^ | |||||||||
| Mortgages Payable | 4.17 | % | 3.88 | % | 4.17 | % | |||
| Loans Payable | 6.81 | % | 7.42 | % | 6.98 | % | |||
| Bonds Payable | 4.72 | % | 4.72 | % | 4.72 | % | |||
| Total Average | 4.56 | % | 4.88 | % | 4.63 | % | |||
| Weighted Average Maturity (Years) | |||||||||
| Mortgages Payable | 4.8 | 5.2 | 5.3 |
| (1) | Weighted average interest rates do not include the effect of unamortized debt issuance costs. |
|---|
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 9 |
| --- | --- |
DebtMaturity
(inthousands) (unaudited)
| As of June 30, 2024: | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended | Mortgages | Loans | Bonds | Total | %<br> of Total | ||||||||||
| 2024 | $ | -0- | $ | 4,487 | $ | -0- | $ | 4,487 | 0.6 | % | |||||
| 2025 | 117,008 | -0- | -0- | 117,008 | 17.3 | % | |||||||||
| 2026 | 36,567 | 50,000 | (1) | -0- | 86,567 | 12.8 | % | ||||||||
| 2027 | 38,524 | -0- | 102,670 | (2) | 141,194 | 20.9 | % | ||||||||
| 2028 | 24,900 | 24,359 | -0- | 49,259 | 7.3 | % | |||||||||
| Thereafter | 278,220 | -0- | -0- | 278,220 | 41.1 | % | |||||||||
| Total Debt Before Unamortized Debt Issuance<br> Cost | 495,219 | 78,846 | 102,670 | 676,735 | 100.0 | % | |||||||||
| Unamortized Debt Issuance<br> Cost | (4,189 | ) | (1,479 | ) | (2,191 | ) | (7,859 | ) | |||||||
| Total<br>Debt, Net of Unamortized Debt Issuance Costs | $ | 491,030 | $ | 77,367 | $ | 100,479 | $ | 668,876 | |||||||
| (1) | Represents $50.0 million balance outstanding on the Company’s Line of Credit due November 7, 2026, with an additional one-year option. | ||||||||||||||
| --- | --- | ||||||||||||||
| (2) | Represents $102.7 million balance outstanding of the Company’s Series A Bonds due February 28, 2027. |
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 10 |
| --- | --- |
SecuritiesPortfolio Performance
(inthousands) (unaudited)
| Year<br> Ended | Securities<br> Available for Sale | Dividend<br> Income | Net<br> Realized Gain (Loss) on Sale of Securities | Net<br> Realized Gain (Loss) on Sale of Securities & Dividend Income | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2010-2014 | 63,556 | $ | 15,066 | $ | 14,414 | $ | 29,480 | |||
| 2015 | 75,011 | 4,399 | 204 | 4,603 | ||||||
| 2016 | 108,755 | 6,636 | 2,285 | 8,921 | ||||||
| 2017 | 132,964 | 8,135 | 1,747 | 9,882 | ||||||
| 2018 | 99,596 | 10,367 | 20 | 10,387 | ||||||
| 2019 | 116,186 | 7,535 | -0- | 7,535 | ||||||
| 2020 | 103,172 | 5,729 | -0- | 5,729 | ||||||
| 2021 | 113,748 | 5,098 | 2,342 | 7,440 | ||||||
| 2022 | 42,178 | 2,903 | 6,394 | 9,297 | ||||||
| 2023 | 34,506 | 2,318 | 183 | 2,501 | ||||||
| 2024* | 28,673 | 722 | (3,778 | ) | (3,056 | ) | ||||
| $ | 68,908 | $ | 23,811 | $ | 92,719 |
*Financial Information is as of and for the six months ended June 30, 2024.
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 11 |
| --- | --- |
PropertySummary and Snapshot
(unaudited)
| June<br> 30, 2024 | June<br> 30, 2023 | %<br> Change | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Communities ^(1)^ | 136 | 135 | 0.7 | % | ||||||||||||||||||||||
| Total Sites | 25,787 | 25,729 | 0.2 | % | ||||||||||||||||||||||
| Occupied Sites | 22,526 | 22,096 | 430<br> sites, 1.9 | % | ||||||||||||||||||||||
| Occupancy % | 87.4 | % | 85.9 | % | 150<br> bps | |||||||||||||||||||||
| Total Rentals | 10,136 | 9,632 | 5.2 | % | ||||||||||||||||||||||
| Occupied Rentals | 9,630 | 9,048 | 6.4 | % | ||||||||||||||||||||||
| Rental Occupancy % | 95.0 | % | 93.9 | % | 110<br> bps | |||||||||||||||||||||
| Monthly Rent Per Site | $ | 531 | $ | 509 | 4.3 | % | ||||||||||||||||||||
| Monthly Rent Per Home Rental Including Site | $ | 960 | $ | 905 | 6.1 | % | ||||||||||||||||||||
| State | Number | Total Acreage | Developed Acreage | Vacant Acreage | Total Sites | Occupied<br> <br>Sites | Occupancy Percentage | Monthly Rent Per Site | Total Rentals | Occupied Rentals | Rental Occupancy<br><br> <br>Percentage | Monthly Rent Per<br> <br>Home Rental | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (2) | (2) | (3) | ||||||||||||||||||||||||
| Alabama | 2 | 69 | 62 | 7 | 325 | 132 | 40.6 | % | $ | 193 | 107 | 101 | 94.4 | % | $ | 1,045 | ||||||||||
| Georgia | 1 | 26 | 26 | -0- | 118 | 10 | 8.5 | % | $ | 450 | 10 | 10 | 100.0 | % | $ | 1,057 | ||||||||||
| Indiana | 14 | 1,105 | 908 | 197 | 4,022 | 3,602 | 89.6 | % | $ | 491 | 1,946 | 1,855 | 95.3 | % | $ | 983 | ||||||||||
| Maryland | 1 | 77 | 29 | 48 | 63 | 61 | 96.8 | % | $ | 621 | -0- | -0- | N/A | N/A | ||||||||||||
| Michigan | 4 | 241 | 222 | 19 | 1,088 | 917 | 84.3 | % | $ | 498 | 385 | 357 | 92.7 | % | $ | 998 | ||||||||||
| New Jersey | 5 | 390 | 226 | 164 | 1,265 | 1,219 | 96.4 | % | $ | 705 | 44 | 38 | 86.4 | % | $ | 1,253 | ||||||||||
| New York | 8 | 698 | 327 | 371 | 1,367 | 1,188 | 86.9 | % | $ | 633 | 485 | 462 | 95.3 | % | $ | 1,130 | ||||||||||
| Ohio | 38 | 2,044 | 1,515 | 529 | 7,302 | 6,407 | 87.7 | % | $ | 488 | 2,973 | 2,847 | 95.8 | % | $ | 910 | ||||||||||
| Pennsylvania | 53 | 2,392 | 1,901 | 491 | 7,968 | 6,961 | 87.4 | % | $ | 558 | 3,130 | 2,955 | 94.4 | % | $ | 957 | ||||||||||
| South Carolina | 2 | 63 | 55 | 8 | 322 | 195 | 60.6 | % | $ | 211 | 140 | 121 | 86.4 | % | $ | 1,027 | ||||||||||
| Tennessee ^(1)^ | 8 | 710 | 368 | 342 | 1,947 | 1,834 | 94.2 | % | $ | 548 | 916 | 884 | 96.5 | % | $ | 963 | ||||||||||
| Totalas of June 30, 2024 ^(1)^ | 136 | 7,815 | 5,639 | 2,176 | 25,787 | 22,526 | 87.4 | % | $ | 531 | 10,136 | 9,630 | 95.0 | % | $ | 960 | ||||||||||
| (1) | As of January 1, 2024, includes Duck River Estates, a newly constructed community. | |||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||
| (2) | Total and Vacant Acreage of 220 for Mountain View Estates property is included in the above summary. | |||||||||||||||||||||||||
| (3) | Includes home and site rent charges. |
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 12 |
| --- | --- |
SameProperty Statistics
(inthousands) (unaudited)
| Three Months<br> Ended | Six Months<br> Ended | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June<br> 30, 2024 | June<br> 30, 2023 | Change | %<br> <br> Change | June<br> 30, 2024 | June<br> 30, 2023 | Change | %<br> <br> Change | |||||||||||
| Same Property Community Net Operating Income (“NOI”) | ||||||||||||||||||
| Rental and Related <br>Income | $ | 50,939 | $ | 46,722 | $ | 4,217 | 9.0 | % | $ | 100,639 | $ | 91,711 | $ | 8,928 | 9.7 | % | ||
| Community Operating<br> <br>Expenses | 20,022 | 18,863 | 1,159 | 6.1 | % | 39,690 | 37,872 | 1,818 | 4.8 | % | ||||||||
| Same Property<br> <br>Community NOI | $ | 30,917 | $ | 27,859 | $ | 3,058 | 11.0 | % | $ | 60,949 | $ | 53,839 | $ | 7,110 | 13.2 | % |
| June<br> 30, 2024 | June<br> 30, 2023 | Change | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Total Sites | 25,457 | 25,405 | 0.2 | % | |||||
| Occupied Sites | 22,333 | 21,953 | 380<br> sites, 1.7 | % | |||||
| Occupancy % | 87.7 | % | 86.4 | % | 130<br> bps | ||||
| Number of Properties | 133 | 133 | N/A | ||||||
| Total Rentals | 9,980 | 9,513 | 4.9 | % | |||||
| Occupied Rentals | 9,485 | 8,939 | 6.1 | % | |||||
| Rental Occupancy | 95.0 | % | 94.0 | % | 100<br> bps | ||||
| Monthly Rent Per Site | $ | 534 | $ | 509 | 4.9 | % | |||
| Monthly Rent Per Home Rental Including Site | $ | 958 | $ | 903 | 6.1 | % |
SameProperty includes all properties owned as of January 1, 2023, with the exception of Memphis Blues and Duck River Estates.
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 13 |
| --- | --- |
AcquisitionsSummary
(dollarsin thousands)
| Year of<br><br> <br>Acquisition | Number of Communities | Sites | Occupancy %<br> <br>at Acquisition | Purchase<br> <br>Price | Price<br> <br>Per Site | Total<br> Acres | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 3 | 543 | 59 | % | $ | 18,300 | $ | 34 | 113 | |
| 2022 | 7 | 1,480 | 65 | % | $ | 86,223 | $ | 58 | 461 | |
| 2023 | 1 | 118 | -0- | % | $ | 3,650 | $ | 31 | 26 |
| UMH Properties, Inc. | Second Quarter FY 2024 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 Community NOI, and earnings before interest, taxes, depreciation, amortization and acquisition costs (“Adjusted EBITDA excluding Non-Recurring Other Expense”), variously defined, as supplemental performance measures. While the Company believes net income (loss) available to common shareholders, as defined by accounting principles generally accepted in the United States of America (U.S. GAAP), is the most appropriate measure, it considers Community NOI, Same Property Community NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO, given their wide use by and relevance to investors and analysts, appropriate supplemental performance measures. FFO, reflecting the assumption that real estate asset values rise or fall with market conditions, principally adjusts for the effects of U.S. GAAP depreciation and amortization of real estate assets. FFO also adjusts for the effects of the change in the fair value of marketable securities and gains and losses realized on marketable securities. Normalized FFO reflects the same assumptions as FFO except that it also adjusts for amortization of financing costs and certain one-time charges. Community NOI and Same Property Community NOI provide a measure of rental operations and do not factor in depreciation and amortization and non-property specific expenses such as general and administrative expenses. Adjusted EBITDA excluding Non-Recurring Other Expense provides a tool to further evaluate the ability to incur and service debt and to fund dividends and other cash needs. In addition, Community NOI, Same Property Community NOI, Adjusted EBITDA, excluding Non-Recurring Other Expense, FFO and Normalized FFO are commonly used in various ratios, pricing multiples, yields and returns and valuation of calculations used to measure financial position, performance and value.
FFO, as defined by The National Association of Real Estate Investment Trusts (“Nareit”), is calculated to be equal to net income (loss) applicable to common shareholders, as defined by U.S. GAAP, excluding gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, the change in the fair value of marketable securities, and the gain or loss on the sale of marketable securities plus certain non-cash items such as real estate asset depreciation and amortization. Included in the Nareit FFO White Paper - 2018 Restatement, is an option pertaining to assets incidental to our main business in the calculation of Nareit FFO to make an election to include or exclude gains and losses on the sale of these assets, such as marketable equity securities, and include or exclude mark-to-market changes in the value recognized on these marketable equity securities. In conjunction with the adoption of the FFO White Paper - 2018 Restatement, for all periods presented, we have elected to exclude the gains and losses realized on marketable securities and change in the fair value of marketable securities from our FFO calculation. Nareit created FFO as a non-GAAP supplemental measure of REIT operating performance.
NormalizedFFO is calculated as FFO excluding amortization and certain one-time charges.
NormalizedFFO per Diluted Common Share is calculated using diluted weighted shares outstanding of 71.9 million and 70.7 million shares for the three and six months ended June 30, 2024, respectively, and 61.8 million and 60.8 million shares for the three and six months ended June 30, 2023, respectively. Common stock equivalents resulting from stock options in the amount of 466,000 shares for the three months ended June 30, 2024, were included in the computation of Diluted Net Income per Share. Common stock equivalents resulting from stock options in the amount of 409,000 for the six months ended June 30, 2024, and 524,000 and 658,000 for the three and six months ended June 30, 2023, respectively, were excluded from the computation of Diluted Net Loss per Share as their effect would have been anti-dilutive.
CommunityNOI is calculated as rental and related income less community operating expenses such as real estate taxes, repairs and maintenance, community salaries, utilities, insurance and other expenses.
SameProperty Community NOI is calculated as Community NOI, using all properties owned as of January 1, 2023, with the exception of Memphis Blues and Duck River Estates.
AdjustedEBITDA excluding Non-Recurring Other Expense is calculated as net income (loss) plus interest expense, franchise taxes, depreciation, the change in the fair value of marketable securities and the gain (loss) on sales of marketable securities, adjusted for non-recurring other expenses.
CommunityNOI, Same Property Community NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO do not represent cash generated from operating activities in accordance with U.S. GAAP and are not necessarily indicative of cash available to fund cash needs, including the repayment of principal on debt and payment of dividends and distributions. Community NOI, Same Property Community NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO should not be considered as substitutes for net income (loss) applicable to common shareholders (calculated in accordance with U.S. GAAP) as a measure of results of operations, or cash flows (calculated in accordance with U.S. GAAP) as a measure of liquidity. Community NOI, Same Property Community NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO as currently calculated by the Company may not be comparable to similarly titled, but variously calculated, measures of other REITs.
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 15 |
| --- | --- |
PressRelease Dated August 6, 2024
| FOR IMMEDIATE RELEASE | August 6, 2024 |
|---|---|
| Contact: Nelli Madden | |
| 732-577-9997 |
UMHPROPERTIES, INC. REPORTS RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2024
FREEHOLD,NJ, August 6, 2024........ UMH Properties, Inc. (NYSE:UMH) (TASE:UMH) reported Total Income for the quarter ended June 30, 2024 of $60.3 million as compared to $55.3 million for the quarter ended June 30, 2023, representing an increase of 9%. Net Income Attributable to Common Shareholders amounted to $527,000 or $0.01 per diluted share for the quarter ended June 30, 2024 as compared to a Net Loss of $4.4 million or $0.07 per diluted share for the quarter ended June 30, 2023. Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”), was $16.8 million or $0.23 per diluted share for the quarter ended June 30, 2024, as compared to $13.0 million or $0.21 per diluted share for the quarter ended June 30, 2023, representing a 10% per diluted share increase.
A summary of significant financial information for the three and six months ended June 30, 2024 and 2023 is as follows (in thousandsexcept per share amounts):
| Three Months<br> Ended | ||||||
|---|---|---|---|---|---|---|
| June 30, | ||||||
| 2024 | 2023 | |||||
| Total Income | $ | 60,328 | $ | 55,290 | ||
| Total Expenses | $ | 49,307 | $ | 46,371 | ||
| Net Income (Loss) Attributable to Common Shareholders | $ | 527 | $ | (4,418 | ) | |
| Net Income (Loss) Attributable to Common Shareholders per Diluted Common Share | $ | (0.01 | ) | $ | (0.07 | ) |
| FFO ^(1)^ | $ | 16,182 | $ | 12,043 | ||
| FFO ^(1)^ per Diluted Common Share | $ | 0.23 | $ | 0.19 | ||
| Normalized FFO ^(1)^ | $ | 16,807 | $ | 13,049 | ||
| Normalized FFO ^(1)^<br> per Diluted Common Share | $ | 0.23 | $ | 0.21 | ||
| Basic Weighted Average Shares Outstanding | 71,418 | 61,236 | ||||
| Diluted Weighted Average Shares Outstanding | 71,884 | 61,760 | ||||
| Six Months<br> Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| June 30, | ||||||
| 2024 | 2023 | |||||
| Total Income | $ | 118,008 | $ | 107,897 | ||
| Total Expenses | $ | 97,715 | $ | 91,611 | ||
| Net Loss Attributable to Common Shareholders | $ | (5,737 | ) | $ | (9,715 | ) |
| Net Loss Attributable to Common Shareholders<br>per Diluted Common Share | $ | (0.08 | ) | $ | (0.16 | ) |
| FFO ^(1)^ | $ | 30,228 | $ | 22,683 | ||
| FFO ^(1)^ per Diluted Common Share | $ | 0.43 | $ | 0.37 | ||
| Normalized FFO ^(1)^ | $ | 31,824 | $ | 24,769 | ||
| Normalized FFO ^(1)^<br> per Diluted Common Share | $ | 0.45 | $ | 0.41 | ||
| Basic Weighted Average Shares Outstanding | 70,291 | 60,186 | ||||
| Diluted Weighted Average Shares Outstanding | 70,700 | 60,844 |
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 16 |
| --- | --- |
A summary of significant balance sheet information as of June 30, 2024 and December 31, 2023 is as follows (in thousands):
| June<br> 30, 2024 | December<br> 31, 2023 | |||
|---|---|---|---|---|
| Gross Real Estate Investments | $ | 1,574,196 | $ | 1,539,041 |
| Marketable Securities at Fair Value | $ | 28,673 | $ | 34,506 |
| Total Assets | $ | 1,441,295 | $ | 1,427,577 |
| Mortgages Payable, net | $ | 491,030 | $ | 496,483 |
| Loans Payable, net | $ | 77,367 | $ | 93,479 |
| Bonds Payable, net | $ | 100,479 | $ | 100,055 |
| Total Shareholders’ Equity | $ | 743,980 | $ | 706,794 |
Samuel A. Landy, President and CEO, commented on the results of the second quarter of 2024.
“We are pleased to announce another solid quarter of operating results. During the quarter, we:
| ● | Increased Rental and Related<br> Income by 9%; |
|---|---|
| ● | Increased Sales of Manufactured Homes by 7%; |
| ● | Increased Community Net Operating Income (“NOI”)<br> by 11%; |
| ● | Increased Same Property NOI by 11%; |
| ● | Increased Same Property Occupancy by 130 basis<br> points from 86.4% to 87.7%; |
| ● | Improved our Same Property expense ratio by<br> 110 basis points from 40.4% in the second quarter of 2023 to 39.3% at quarter end; |
| ● | Amended our unsecured credit facility to expand<br> available borrowings by $80 million from $180 million to $260 million syndicated with BMO Capital Markets Corp., JPMorgan Chase Bank,<br> NA and Wells Fargo, N.A; |
| ● | For the fourth time since 2020, raised our<br> quarterly common stock dividend by $0.01 representing a 4.9% increase to $0.215 per share or $0.86 annually; |
| ● | Issued and sold approximately 2.4 million<br> shares of Common Stock through our At-the-Market Sale Program at a weighted average price of $15.46 per share, generating gross proceeds<br> of $36.9 million and net proceeds of $36.1 million, after offering expenses; |
| ● | Issued and sold approximately 29,000 shares<br> of Series D Preferred Stock through our At-the-Market Sale Program at a weighted average price of $23.18 per share, generating gross<br> proceeds of $670,000 and net proceeds of $659,000, after offering expenses; |
| ● | Subsequent to quarter end, issued and sold<br> approximately 765,000 shares of Common Stock through our At-the-Market Sale Program at a weighted average price of $16.94 per share,<br> generating net proceeds of $12.8 million, after offering expenses; and |
| ● | Subsequent to quarter end, issued and sold<br> approximately 150,000 shares of Series D Preferred Stock through our At-the-Market Sale Program at a weighted average price of $23.01<br> per share, generating net proceeds of $3.4 million, after offering expenses.” |
Mr. Landy stated, “UMH is pleased to report that Normalized FFO for the second quarter increased to $0.23 from $0.21 last year, representing an increase of approximately 10%. Sequentially, Normalized FFO increased from $0.22 to $0.23, representing an increase of approximately 5%. UMH has intentionally acquired value-added communities with vacant sites over the past 10 years. We have been improving the communities through our capital improvements, adding approximately 800 homes per year and selling 200 homes per year. These investments have added to the supply of affordable housing and generated best-in-class operating results.
“Our same property operating results continue to demonstrate the effectiveness of our business plan. Same property NOI increased by 11.0% for the quarter and 13.2% for the first six months, compared to the corresponding prior year periods. UMH has now increased same property NOI by double digits for four consecutive quarters. This increase was driven by an increase in rental and related income of 9.0% and 9.7% for the three and six months, respectively, partially offset by an increase in same property expenses of 6.1% and 4.8%, respectively. The growth in rental and related income is primarily attributed to a strong increase in occupancy of 380 units and rental rate increases of 4.9%.
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 17 |
| --- | --- |
“Our sales for the quarter increased from $8.2 million to $8.8 million, representing an increase of 7%. Notably, our gross margin increased from 30% last year to 38% this year. Sales demand remains strong, and we anticipate another solid quarter of profitable home sales in the third quarter.
“We are initiating guidance for the remainder of 2024, with Normalized FFO in a range of $0.91-0.95 per diluted share for the full year, or $0.93 at the midpoint. This represents approximately 8% annual normalized FFO growth at the midpoint over full year 2023 Normalized FFO of $0.86 per diluted share.
“UMH continues to execute on our long-term business plan of acquiring communities. Our high-quality communities continue to experience strong demand for our products, which is translating to growing occupancy, net operating income and property value. Our 3,300 vacant sites and 2,200 acres of vacant land give us a runway to generate earnings growth for years to come. We maintain a strong balance sheet to ensure that we can execute our organic growth plan and be prepared when external acquisition opportunities become available. This strategy has allowed us to build a first-class portfolio of manufactured housing communities that deliver shareholders a resilient and growing dividend, greater scale, and improved net asset value per share.”
UMH Properties, Inc. will host its Second Quarter 2024 Financial Results Webcast and Conference Call. Senior management will discuss the results, current market conditions and future outlook on Wednesday, August 7, 2024, at 10:00 a.m. Eastern Time.
The Company’s 2024 second quarter financial results being released herein will be available on the Company’s website at www.umh.reit in the “Financials” section.
To participate in the webcast, select the webcast icon on the homepage of the Company’s website at www.umh.reit, in the Upcoming Events section. Interested parties can also participate via conference call by calling toll free 877-513-1898 (domestically) or 412-902-4147 (internationally).
The replay of the conference call will be available at 12:00 p.m. Eastern Time on Wednesday, August 7, 2024, and can be accessed by dialing toll free 877-344-7529 (domestically) and 412-317-0088 (internationally) and entering the passcode 7242441. 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 136 manufactured home communities containing approximately 25,800 developed homesites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina and Georgia. UMH also has an ownership interest in and operates two communities in Florida, containing 363 sites, through its joint venture with Nuveen Real Estate.
Certain statements included in this press release which are not historical facts may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements are based on the Company’s current expectations and involve various risks and uncertainties. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can provide no assurance those expectations will be achieved. The risks and uncertainties that could cause actual results or events to differ materially from expectations are contained in the Company’s annual report on Form 10-K and described from time to time in the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 18 |
| --- | --- |
Note:
| (1) | Non-GAAP Information: We<br> assess and measure our overall operating results based upon an industry performance measure referred to as Funds from Operations Attributable<br> to Common Shareholders (“FFO”), which management believes is a useful indicator of our operating performance. FFO is used<br> by industry analysts and investors as a supplemental operating performance measure of a REIT. FFO, as defined by The National Association<br> of Real Estate Investment Trusts (“NAREIT”), represents net income (loss) attributable to common shareholders, as defined<br> by accounting principles generally accepted in the United States of America (“U.S. GAAP”), excluding gains or losses from<br> sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, the change in the<br> fair value of marketable securities, and the gain or loss on the sale of marketable securities plus certain non-cash items such as<br> real estate asset depreciation and amortization. Included in the NAREIT FFO White Paper - 2018 Restatement, is an option pertaining<br> to assets incidental to our main business in the calculation of NAREIT FFO to make an election to include or exclude gains and losses<br> on the sale of these assets, such as marketable equity securities, and include or exclude mark-to-market changes in the value recognized<br> on these marketable equity securities. In conjunction with the adoption of the FFO White Paper - 2018 Restatement, for all periods<br> presented, we have elected to exclude the gains and losses realized on marketable securities investments and the change in the fair<br> value of marketable securities from our FFO calculation. NAREIT created FFO as a non-U.S. GAAP supplemental measure of REIT operating<br> performance. We define Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”), as FFO<br> excluding certain one-time charges. FFO and Normalized FFO should be considered as supplemental measures of operating performance used<br> by REITs. FFO and Normalized FFO exclude historical cost depreciation as an expense and may facilitate the comparison of REITs which<br> have a different cost basis. However, other REITs may use different methodologies to calculate FFO and Normalized FFO and, accordingly,<br> our FFO 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. | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 alternatives<br>to net income (loss) as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii)<br>are not alternatives to cash flow as a measure of liquidity. FFO and Normalized FFO, as calculated by the Company, may not be comparable<br>to similarly titled measures reported by other REITs. | ||||||||||||
| The<br>diluted weighted shares outstanding used in the calculation of FFO per Diluted Common Share and Normalized FFO per Diluted Common Share<br>were 71.9 million and 70.7 million shares for the three and six months ended June 30, 2024, respectively, and 61.8 million and 60.8 million<br>shares for the three and six months ended June 30, 2023, respectively. Common stock equivalents resulting from stock options in the amount<br>of 409,000 for the six months ended June 30, 2024, were excluded from the computation of the Diluted Net Loss per Share as their effect<br>would be anti-dilutive. Common stock equivalents resulting from employee stock options to purchase 4.0 million shares of common stock<br>amounted to 466,000 shares, for the three months ended June 30, 2024, were included in the computation of Diluted Net Income per Share.<br>Common stock equivalents resulting from stock options in the amount of 524,000 and 658,000 shares for the three and six months ended<br>June 30, 2023, respectively, were excluded from the computation of the Diluted Net Loss per Share as their effect would be anti-dilutive. | ||||||||||||
| The<br>reconciliation of the Company’s U.S. GAAP net income (loss) to the Company’s FFO and Normalized FFO for the three and six<br>months ended June 30, 2024 and 2023 are calculated as follows (in thousands): | ||||||||||||
| Three<br> Months Ended | Six<br> Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, 2024 | June 30, 2023 | June 30, 2024 | June 30, 2023 | |||||||||
| Net Income (Loss) Attributable<br> to Common Shareholders | $ | 527 | $ | (4,418 | ) | $ | (5,737 | ) | $ | (9,715 | ) | |
| Depreciation Expense | 15,001 | 13,751 | 29,742 | 27,124 | ||||||||
| Depreciation Expense from Unconsolidated Joint<br> Venture | 204 | 166 | 401 | 325 | ||||||||
| (Gain) Loss on Sales of Depreciable Assets | 10 | (5 | ) | 13 | (37 | ) | ||||||
| (Increase) Decrease in Fair Value of Marketable<br> Securities | (3,338 | ) | 2,548 | 2,031 | 4,943 | |||||||
| Loss on Sales of Marketable<br> Securities, net | 3,778 | 1 | 3,778 | 43 | ||||||||
| FFO Attributable to Common<br> Shareholders | 16,182 | 12,043 | 30,228 | 22,683 | ||||||||
| Amortization of Financing Costs | 607 | 538 | 1,163 | 1,056 | ||||||||
| Non-Recurring<br> Other Expense ^(a)^ | 18 | 468 | 433 | 1,030 | ||||||||
| Normalized<br> FFO Attributable to Common Shareholders | $ | 16,807 | $ | 13,049 | $ | 31,824 | $ | 24,769 |
(a) Consists of non-recurring one-time legal fees ($18 and $51, respectively), and costs associated with the liquidation/sale of inventory in a particular sales center ($0 and $382, respectively) for the three and six months ended June 30, 2024. Consists of special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which are being expensed over the vesting period ($431 and $862, respectively) and non-recurring expenses for the joint venture with Nuveen ($3 and $50, respectively), one-time legal fees ($30 and $50, respectively), fees related to the establishment of the OZ Fund ($4 and $37, respectively), and costs associated with an acquisition that was not completed ($0 and $31, respectively) for the three and six months ended June 30, 2023.
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 19 |
| --- | --- |
The following are the cash flows provided by (used in) operating, investing and financing activities for the six months ended June 30, 2024 and 2023 (in thousands):
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Operating Activities | $ | 37,605 | $ | 53,002 | ||
| Investing Activities | (58,758 | ) | (94,396 | ) | ||
| Financing Activities | 7,598 | 49,706 | ||||
| (2) | The following are the assumptions<br> used in the 2024 Normalized FFO guidance: | |||||
| --- | --- | |||||
| - | Rent increases of 5%; | |||||
| --- | --- | |||||
| - | Occupancy of 400 rental units in the second<br> half of 2024; | |||||
| - | Overall capital needs to fund rental home<br> purchases, notes, expansions, and improvements of approximately $110-$120 million for the year; | |||||
| - | Includes the opportunistic<br> sales of common and preferred stock through our ATM programs; and | |||||
| - | Excludes any potential acquisitions, dispositions,<br> and development projects. |
# # # #
| UMH Properties, Inc. | Second Quarter FY 2024 Supplemental Information | 20 |
| --- | --- |