8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2016

UMH Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-12690	22-1890929
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ	07728
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (732) 577-9997

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

On May 9, 2016, UMH Properties, Inc. issued a press release announcing the results for the first quarter ended March 31, 2016 and disclosed a supplemental information package in connection with its earnings conference call for the first quarter ended March 31, 2016. A copy of the supplemental information package and press release is furnished with this report as Exhibit 99, and is incorporated herein by reference.

The information in this report and the exhibit attached hereto is being furnished, not filed, for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Item 2.02 and Item 7.01 of Form 8-K will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Forward-Looking Statements

Statements contained in this report, including the document that is incorporated by reference, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995 (the “Exchange Act”). All statements, other than statements of historical facts that address activities, events or developments where the Company uses any of the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” or similar expressions, are forward-looking statements. These forward-looking statements are not guaranteed and are based on the Company’s current intentions and on the Company’s current expectations and assumptions. These statements, intentions, expectations and assumptions involve risks and uncertainties, some of which are beyond the Company’s control that could cause actual results or events to differ materially from those that the Company anticipates or projects, such as:

●  changes in the real estate market conditions and general economic conditions;

● the inherent risks associated with owning real estate, including local real estate market conditions, governing laws and regulations affecting manufactured housing communities and illiquidity of real estate investments;

● increased competition in the geographic areas in which we own and operate manufactured housing communities;

● our ability to continue to identify, negotiate and acquire manufactured housing communities and/or vacant land which may be developed into manufactured housing communities on terms favorable to us;

● our ability to maintain rental rates and occupancy levels;

● changes in market rates of interest;

● our ability to repay debt financing obligations;

● our ability to refinance amounts outstanding under our credit facilities at maturity on terms favorable to us;

● our ability to comply with certain debt covenants;

● our ability to integrate acquired properties and operations into existing operations;

● the availability of other debt and equity financing alternatives;

● continued ability to access the debt or equity markets;

● the loss of any member of our management team;

● our ability to maintain internal controls and processes to ensure all transactions are accounted for properly, all relevant disclosures and filings are timely made in accordance with all rules and regulations, and any potential fraud or embezzlement is thwarted or detected;

● the ability of manufactured home buyers to obtain financing;

● the level of repossessions by manufactured home lenders;

● market conditions affecting our investment securities;

● changes in federal or state tax rules or regulations that could have adverse tax consequences; and

● our ability to qualify as a real estate investment trust for federal income tax purposes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99 Supplemental information package for the first quarter ended March 31, 2016 and press release dated May 9, 2016.

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: May 9, 2016	By:	/s/ Anna T. Chew
	Name:	Anna T. Chew
	Title:	Vice President and Chief Financial Officer

EX-99

Table of Contents

	Page
Financial Highlights	3
Consolidated Balance Sheets	4
Consolidated Statements of Income (Loss)	5
Consolidated Statement of Cash Flows	6
Reconciliation of Net Income to EBITDA and Net Loss Attributable to Common Shareholders to FFO, Core FFO and Normalized FFO	7
Market Capitalization, Debt and Coverage Ratios	8
Debt Analysis	9
Debt Maturity	10
Property Summary and Snapshot	11
Same Property Statistics	12
Acquisition Summary and Property Portfolio	13
Definitions	14
Press Release Dated May 9, 2016	15

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 2 

Financial Highlights

(unaudited)

	Three Months Ended
	3/31/2016			3/31/2015
Operating Information
Number of Communities		98			89
Rental and Related Income	$	21,786,180		$	17,215,686
Community Operating Expenses	$	10,555,938		$	8,812,489
Community NOI	$	11,230,242		$	8,403,197
Expense Ratio		48.5	%		51.2	%
Sales of Manufactured Homes		1,718,194			1,128,400
Number of Homes Sold		41			24
Number of Rentals Added		182			122
Net Income	$	1,906,469		$	718,517
Net Loss Attributable to Common Shareholders	$	(883,278	)	$	(1,170,630	)
EBITDA	$	11,458,713		$	8,083,076
FFO	$	4,620,476		$	3,052,931
Core FFO	$	4,620,476		$	3,159,062
Normalized FFO	$	4,388,471		$	3,225,862
Shares Outstanding and Per Share Data
Weighted Average Shares Outstanding
Basic		27,117,889			24,796,898
Diluted		27,161,110			24,840,565
Net Loss Attributable to Common Shareholders per Share -
Basic and Diluted	$	(0.03	)	$	(0.05	)
FFO per Share-
Basic and Diluted	$	0.17		$	0.12
Core FFO per Share-
Basic and Diluted	$	0.17		$	0.13
Normalized FFO per Share-
Basic and Diluted	$	0.16		$	0.13
Dividends per Common Share	$	0.18		$	0.18
Balance Sheet
Total Assets	$	624,039,950		$	488,079,074
Total Liabilities	$	374,487,550		$	276,166,713
Market Capitalization
Total Debt	$	360,595,790		$	266,351,678
Equity Market Capitalization	$	269,584,412		$	254,730,750
Total Preferred Stock	$	136,625,000		$	91,595,000
Total Market Capitalization	$	766,805,202		$	612,677,428

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 3 

Consolidated Balance Sheets

	March 31, 2016			December 31, 2015
	(unaudited)
ASSETS
Investment Property and Equipment
Land	$	45,476,314		$	45,477,814
Site and Land Improvements		379,118,124			377,215,400
Buildings and Improvements		20,337,939			20,307,097
Rental Homes and Accessories		142,423,405			134,708,763
Total Investment Property		587,355,782			577,709,074
Equipment and Vehicles		14,072,224			13,697,460
Total Investment Property and Equipment		601,428,006			591,406,534
Accumulated Depreciation		(123,124,324	)		(117,761,146	)
Net Investment Property and Equipment		478,303,682			473,645,388
Other Assets
Cash and Cash Equivalents		7,914,718			6,535,897
Securities Available for Sale at Fair Value		91,396,472			75,011,260
Inventory of Manufactured Homes		15,393,496			14,311,410
Notes and Other Receivables, net		19,183,127			20,028,574
Prepaid Expenses and Other Assets		4,378,732			4,062,813
Land Development Costs		7,469,723			6,722,048
Total Other Assets		145,736,268			126,672,002
TOTAL ASSETS	$	624,039,950		$	600,317,390
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Mortgages Payable, net of Unamortized Debt Issuance Costs	$	288,642,636		$	283,049,802
Other Liabilities
Accounts Payable		3,537,169			2,816,290
Loans Payable, net of Unamortized Debt Issuance Costs		71,953,154			57,862,206
Accrued Liabilities and Deposits		6,471,281			6,696,577
Tenant Security Deposits		3,883,310			3,654,090
Total Other Liabilities		85,844,914			71,029,163
Total Liabilities		374,487,550			354,078,965
COMMITMENTS AND CONTINGENCIES
Shareholders’ Equity:
Series A - 8.25% Cumulative Redeemable Preferred Stock, Par Value $0.10 Per Share: 3,663,800 Shares Authorized, Issued and Outstanding as of March 31, 2016 and December 31, 2015, respectively		91,595,000			91,595,000
Series B - 8.0% Cumulative Redeemable Preferred Stock, Par Value $0.10 Per Share: 2,000,000 Shares Authorized; 1,801,200 Shares Issued and Outstanding as of March 31, 2016 and December 31, 2015		45,030,000			45,030,000
Common Stock – $0.10 Par Value Per Share: 62,000,000 Shares Authorized; 27,175,848 and 27,086,838 Shares Issued and Outstanding as of March 31, 2016 and December 31, 2015, respectively		2,717,585			2,708,684
Excess Stock – $0.10 Par Value Per Share: 3,000,000 Shares Authorized; No Shares
Issued or Outstanding as of March 31, 2016 and December 31, 2015, respectively		-0-			-0-
Additional Paid-In Capital		104,444,675			109,629,260
Accumulated Other Comprehensive Income (Loss)		6,432,933			(2,056,726	)
Accumulated Deficit		(667,793	)		(667,793	)
Total Shareholders’ Equity		249,552,400			246,238,425
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	624,039,950		$	600,317,390

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 4 

Consolidated Statements of Income (Loss)

(unaudited)

	Three Months Ended
	3/31/2016			3/31/2015
INCOME:
Rental and Related Income	$	21,786,180		$	17,215,686
Sales of Manufactured Homes		1,718,194			1,128,400
TOTAL INCOME		23,504,374			18,344,086
EXPENSES:
Community Operating Expenses		10,555,938			8,812,489
Cost of Sales of Manufactured Homes		1,313,928			880,670
Selling Expenses		783,752			685,539
General and Administrative Expenses		1,696,922			1,656,700
Acquisition Costs		-0-			106,131
Depreciation Expense		5,525,842			4,228,274
TOTAL EXPENSES		19,876,382			16,369,803
OTHER INCOME (EXPENSE):
Interest Income		408,876			478,333
Dividend Income		1,455,535			1,094,778
Gain on Sale of Securities Transactions, net		232,005			58,200
Other Income		93,450			49,864
Interest Expense		(3,933,477	)		(2,941,654	)
TOTAL OTHER INCOME (EXPENSE)		(1,743,611	)		(1,260,479	)
Income before Gain on Sales of Investment Property and Equipment		1,884,381			713,804
Gain on Sales of Investment Property and Equipment		22,088			4,713
NET INCOME		1,906,469			718,517
Less: Preferred Dividends		2,789,747			1,889,147
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(883,278	)	$	(1,170,630	)

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 5 

Consolidated Statements of Cash Flows

 (unaudited)

	Three Months Ended
	3/31/2016			3/31/2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	1,906,469		$	718,517
Non-Cash Items Included in Net Income:
Depreciation		5,525,842			4,228,274
Amortization of Financing Costs		186,087			130,043
Stock Compensation Expense		157,745			177,801
Provision for Uncollectible Notes and Other Receivables		222,737			265,409
Gain on Sales of Securities Transactions, net		(232,005	)		(58,200	)
Gain on Sales of Investment Property and Equipment		(22,088	)		(4,713	)
Changes in Operating Assets and Liabilities:
Inventory of Manufactured Homes		(1,082,086	)		1,742,190
Notes and Other Receivables		622,710			347,490
Prepaid Expenses		(315,919	)		(696,099	)
Accounts Payable		720,879			249,084
Accrued Liabilities and Deposits		(260,441	)		33,559
Tenant Security Deposits		229,220			111,523
Net Cash Provided by Operating Activities		7,659,150			7,244,878
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Manufactured Home Communities, net of Mortgages Assumed		-0-			(1,509,524	)
Purchase of Investment Property and Equipment		(10,478,716	)		(6,844,617	)
Proceeds from Sales of Investment Property and Equipment		316,668			140,659
Additions to Land Development Costs		(747,675	)		(62,075	)
Purchase of Securities Available for Sale		(8,116,664	)		(4,566,259	)
Proceeds from Sales of Securities Available for Sale		488,261			688,200
Net Cash Used in Investing Activities		(18,538,126	)		(12,153,616	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Mortgages, net of Mortgages Assumed		7,200,000			44,985,000
Net Proceeds (Payments) on Short Term Borrowings		14,118,911			(29,809,084	)
Principal Payments of Mortgages and Loans		(1,696,752	)		(7,982,550	)
Financing Costs on Debt		(124,464	)		(1,143,512	)
Proceeds from Issuance of Common Stock, net of Reinvestments		225,458			7,680,628
Proceeds from Exercise of Stock Options		71,725			52,910
Preferred Dividends Paid		(3,194,404	)		(1,889,147	)
Common Dividends Paid, net of Reinvestments		(4,342,677	)		(3,992,134	)
Net Cash Provided by Financing Activities		12,257,797			7,902,111
NET INCREASE IN CASH AND CASH EQUIVALENTS		1,378,821			2,993,373
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD		6,535,897			8,082,792
CASH AND CASH EQUIVALENTS – ENDING OF PERIOD	$	7,914,718		$	11,076,165

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 6 

Reconciliation of Net Income to EBITDA and Net Loss Attributable

to Common Shareholders to FFO, Core FFO and Normalized FFO

(unaudited)

	Three Months Ended
	3/31/2016			3/31/2015
Reconciliation of Net Income to EBITDA
Net Income	$	1,906,469		$	718,517
Interest Expense		3,933,477			2,941,654
Franchise Taxes		92,925			88,500
Depreciation Expense		5,525,842			4,228,274
Acquisition Costs		-0-			106,131
EBITDA	$	11,458,713		$	8,083,076
Reconciliation of Net Loss Attributable to Common Shareholders to Funds from Operations
Net Loss Attributable to Common Shareholders	$	(883,278	)	$	(1,170,630	)
Depreciation Expense		5,525,842			4,228,274
Gain on Sales of Depreciable Assets		(22,088	)		(4,713	)
Funds from Operations (“FFO”)		4,620,476			3,052,931
Adjustments:
Acquisition Costs		-0-			106,131
Core Funds from Operations (“Core FFO”)		4,620,476			3,159,062
Adjustments:
Gain on Sale of Securities Transactions, net		(232,005	)		(58,200	)
Settlement of Memphis Mobile City Litigation		-0-			125,000
Normalized Funds From Operations (“Normalized FFO”)	$	4,388,471		$	3,225,862

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 7 

Market Capitalization, Debt and Coverage Ratios

(unaudited)

	Year to Date						Year Ended
	3/31/2016			3/31/2015			12/31/2015
Shares Outstanding		27,175,848			25,296,003			27,086,838
Market Price Per Share	$	9.92		$	10.07		$	10.12
Equity Market Capitalization	$	269,584,412		$	254,730,750		$	274,118,801
Total Debt		360,595,790			266,351,678			340,912,008
Preferred		136,625,000			91,595,000			136,625,000
Total Market Capitalization	$	766,805,202		$	612,677,428		$	751,655,809
Total Debt	$	360,595,790		$	266,351,678		$	340,912,008
Less: Cash and Cash Equivalents		(7,914,718	)		(11,076,165	)		(6,535,897	)
Net Debt		352,681,072			255,275,513			334,376,111
Less: Securities Available for Sale at Fair
Value (“Securities”)		(91,396,472	)		(67,917,983	)		(75,011,260	)
Net Debt Less Securities	$	261,284,600		$	187,357,530		$	259,364,851
Interest Expense	$	3,933,477		$	2,941,654		$	14,074,446
Capitalized Interest		81,759			70,679			277,944
Preferred Dividends Paid		2,789,747			1,889,147			8,267,198
Total Fixed Charges	$	6,804,983		$	4,901,480		$	22,619,588
EBITDA	$	11,458,713		$	8,083,076		$	36,368,381
DEBT AND COVERAGE RATIOS
Net Debt / Total Market Capitalization		46.0	%		41.7	%		44.5	%
Net Debt Plus Preferred / Total Market Capitalization		63.8	%		56.6	%		62.7	%
Net Debt Less Securities / Total Market Capitalization		34.1	%		30.6	%		34.5	%
Net Debt Less Securities Plus Preferred / Total Market Capitalization		51.9	%		45.5	%		52.7	%
Interest Coverage		2.9	x		2.7	x		2.6	x
Fixed Charge Coverage		1.7	x		1.6	x		1.6	x
Net Debt / EBITDA		7.7	x		7.9	x		9.2	x
Net Debt Less Securities / EBITDA		5.7	x		5.8	x		7.1	x
Net Debt Plus Preferred / EBITDA		10.7	x		10.7	x		13.0	x
Net Debt Less Securities Plus Preferred / EBITDA		8.7	x		8.6	x		10.9	x

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 8 

Debt Analysis

(unaudited)

	Year to Date
	3/31/2016			3/31/2015
DEBT OUTSTANDING
Mortgages Payable:
Fixed Rate Mortgages (1)	$	291,541,604		$	221,050,762
Variable Rate Mortgages		598,740			913,018
Total Mortgages Before
Unamortized Debt Issuance Costs		292,140,344			221,963,780
Unamortized Debt Issuance Costs		(3,497,708	)		(2,949,374	)
Mortgages, Net of Unamortized
Debt Issuance Costs		288,642,636			219,014,406
Loans Payable:
Unsecured Line of Credit		15,000,000			30,000,000
Other Loans Payable		57,105,415			17,630,146
Total Loans Before
Unamortized Debt Issuance Costs		72,105,415			47,630,146
Unamortized Debt Issuance Costs		(152,261	)		(292,874	)
Loans, Net of Unamortized
Debt Issuance Costs		71,953,154			47,337,272
Total Debt, Net of Unamortized Debt Issuance Costs	$	360,595,790		$	266,351,678
% FIXED/FLOATING
Fixed		81.5	%		83.7	%
Floating		18.5	%		16.3	%
Total		100.0	%		100.0	%
WEIGHTED AVERAGE INTEREST RATES
Mortgages Payable		4.54	%		4.75	%
Loans Payable		3.45	%		3.71	%
Total Average		4.32	%		4.57	%

Notes:

(1) Includes a variable rate mortgage with a balance of $11,218,570 and $11,987,371 as of March 31, 2016 and 2015, respectively, which has been effectively fixed at an interest rate of 3.89% with an interest rate swap agreement.

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 9 

Debt Maturity

As of 3/31/2016:
Fiscal Year Ended	Mortgages			Loans			Total			% of Total
2016	$	8,572,548		$	12,322,797		$	20,895,345			5.7	%
2017		30,262,060			24,168,636	(1)		54,430,696			14.9	%
2018		9,519,528			172,937			9,692,465			2.7	%
2019		3,073,542			4,174,769			7,248,311			2.0	%
2020		12,794,705			171,589			12,966,294			3.6	%
Thereafter		227,917,961			31,094,687			259,012,648			71.1	%
Total Debt Before Unamortized
Debt Issuance Costs	$	292,140,344		$	72,105,415		$	364,245,759			100.0	%
Unamortized Debt Issuance Costs		(3,497,708	)		(152,261	)		(3,649,969	)
Total Debt, Net of Unamortized
Debt Issuance Costs	$	288,642,636		$	71,953,154		$	360,595,790

Notes:

(1) Includes $15 million Line of Credit due March 2016, which has been extended through March 2017.

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 10 

Property Summary and Snapshot

(unaudited)

	3/31/2016			3/31/2015			% Change
Communities		98			89			10.1	%
Total Sites		17,793			15,176			17.2	%
Occupied		14,129			12,356			14.3	%
Occupancy % (1)		80.1	%		82.3	%		-2.2	%
Monthly Rent Per Site	$	417		$	400			4.3	%
Total Rentals		3,914			2,741			42.8	%
Occupied Rentals		3,709			2,521			47.1	%
Rental Occupancy %		94.8	%		92.0	%		2.8	%
Monthly Rent per Home Rental	$	687		$	671			2.4	%

Region	Number		Total Acreage		Developed Acreage		Vacant Acreage		Total Sites		Occupied Sites		Occupancy Percentage			Monthly Rent Per Site		Total Rentals		Occupied Rentals		Rental Occupancy Percentage			Monthly Rent Per Home Rental
			(2)				(2)						(1)												(3)
Indiana		9		661		561		100		2,653		1,863		70.2	%	$	393		715		678		94.8	%	$	699
Michigan		2		68		68		-0-		354		240		67.8	%	$	419		97		93		95.9	%	$	689
New Jersey		4		349		187		162		1,006		964		95.8	%	$	585		35		35		100.0	%	$	914
New York		7		397		301		96		1,133		905		79.9	%	$	477		218		207		95.0	%	$	837
Ohio		27		1,132		881		251		4,311		3,328		77.2	%	$	348		828		777		93.8	%	$	642
E. Pennsylvania		26		964		805		159		3,606		3,049		84.6	%	$	457		688		648		94.2	%	$	715
W. Pennsylvania		16		904		723		181		2,914		2,219		76.1	%	$	386		659		614		93.2	%	$	700
Tennessee		7		413		321		92		1,816		1,561		86.0	%	$	418		674		657		97.5	%	$	688
Total as of
March 31, 2016		98		4,888		3,847		1,041		17,793		14,129		80.1	%	$	417		3,914		3,709		94.8	%	$	687

Notes:

(1) The 156 Vacant Sites at Memphis Blues are not included in the calculation of occupancy.

(2) Total and Vacant Acreage of 220 for the Mountain View Estates property is not included in the summary since there are no current sites and approval for sites is still in process.

(3) Includes home and site rent charges.

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 11 

Same Property Statistics

(unaudited)

	For Three Months Ended
	3/31/2016		3/31/2015		Change		%  Change
Community Net Operating Income
Rental and Related Income	$	19,245,169	$	17,111,991	$	2,133,178		12.5	%
Community Operating Expenses		8,906,188		8,251,841		654,347		7.9	%
Community NOI	$	10,338,981	$	8,860,150	$	1,478,831		16.7	%

	Year to Date
	3/31/2016			3/31/2015			% Change
OTHER INFORMATION
Total Sites		14,856			14,879			-0.2	%
Occupied Sites		12,409			12,216			1.6	%
Occupancy %		83.5	%		82.1	%		1.4	%
Number of Properties		88			88			N/A
Developed Acreage		3,228			3,228			N/A
Vacant Acreage		922			922			N/A
Monthly Rent Per Site	$	420		$	401			4.7	%
Total Rentals		3,468			2,741			26.5	%
Occupied Rentals		3,297			2,521			30.8	%
Rental Occupancy		95.1	%		92.0	%		3.1	%
Monthly Rent Per Home Rental	$	691		$	671			3.0	%

Notes:

Same Property includes all properties owned as of January 1, 2015, with the exception of Memphis Blues.

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 12 

Acquisition Summary

At Acquisition:

Year	Number of Communities		Sites		Occupied Sites		Occupancy %			Price		Total Acres
2013		17		2,738		2,279		83	%	$	88,270,000		232
2014		14		1,612		1,230		76	%	$	42,550,000		547
2015		10		2,774		1,764		64	%	$	81,217,000		717

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 13 

Definitions

Investors and analysts following the real estate industry utilize funds from operations (“FFO”), core funds from operations (“Core FFO”), normalized funds from operations (“Normalized FFO”), community NOI, same property NOI, and earnings before interest, taxes, depreciation and amortization (“EBITDA”), variously defined, as supplemental performance measures. While the Company believes net income available to common stockholders, 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, EBITDA, FFO, and Core 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. Core FFO reflects the same assumptions as FFO except that is also adjusts for the effects of acquisitions costs and costs of early extinguishment of debt. 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. 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, EBITDA, FFO, and Core 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, plus certain non-cash items such as real estate asset depreciation and amortization. FFO includes gains and losses realized on securities investments.

Core FFO is calculated as FFO plus acquisition costs and costs of extinguishment of debt.

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

Community NOI is calculated as rental and related income less community operating expenses such as real estate taxes, repairs and maintenance, community salaries, utilities, insurance and other expenses. Community NOI excludes realized gains (losses) on securities transactions.

Same Property NOI is calculated as Community NOI, using all properties owned as of January 1, 2015, with the exception of Memphis Blues.

EBITDA is calculated as net income plus interest expense, franchise taxes and depreciation expense.

Community NOI, Same Property NOI, EBITDA, FFO, Core 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, EBITDA, FFO, Core FFO and Normalized FFO should not be considered as substitutes for net income 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, EBITDA, FFO, Core FFO and Normalized FFO as currently calculated by the Company may not be comparable to similarly titled, but variously calculated, measures of other REITs.

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 14 

Press Release Dated May 9, 2016

FOR IMMEDIATE RELEASE	May 9, 2016
	Contact: Nelli Madden
	732-577-9997

UMH PROPERTIES, INC. REPORTS 1st QUARTER 2016 EARNINGS

FREEHOLD, NJ, May 9, 2016........ UMH Properties, Inc. (NYSE:UMH) reported Core Funds from Operations (“Core FFO”) of $4,620,000 or $0.17 per diluted share for the quarter ended March 31, 2016, as compared to $3,159,000 or $0.13 per diluted share for the quarter ended March 31, 2015, representing an increase in Core FFO per diluted share of 30.8%. Normalized Funds from Operations (“Normalized FFO”), was $4,388,000 or $0.16 per diluted share for the quarter ended March 31, 2016, as compared to $3,226,000 or $0.13 per diluted share for the quarter ended March 31, 2015, representing an increase in Normalized FFO per diluted share of 23.1%.

A summary of significant financial information for the three months ended March 31, 2016 and 2015 is as follows:

	For the Three Months Ended
	March 31,
	2016			2015
Total Income	$	23,504,000		$	18,344,000
Total Expenses	$	19,876,000		$	16,370,000
Gain on Securities Transactions, net	$	232,000		$	58,000
Net Loss Attributable to Common Shareholders	$	(883,000	)	$	(1,171,000	)
Net Loss Attributable to Common Shareholders per Diluted Common Share	$	(0.03	)	$	(0.05	)
Core FFO (1)	$	4,620,000		$	3,159,000
Core FFO (1) per Diluted Common Share	$	0.17		$	0.13
Normalized FFO (1)	$	4,388,000		$	3,226,000
Normalized FFO (1) per Diluted Common Share	$	0.16		$	0.13
Weighted Average Diluted Shares Outstanding		27,161,000			24,841,000

A summary of significant balance sheet information as of March 31, 2016 and December 31, 2015 is as follows:

	March 31, 2016		December 31, 2015
Gross Real Estate Investments	$	587,356,000	$	577,709,000
Total Assets	$	624,040,000	$	600,317,000
Securities Available for Sale at Fair Value	$	91,396,000	$	75,011,000
Mortgages Payable, net	$	288,643,000	$	283,050,000
Loans Payable, net	$	71,953,000	$	57,862,000
Total Shareholders’ Equity	$	249,552,000	$	246,238,000

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 15 

Samuel A. Landy, President and CEO, commented on the results of the first quarter of 2016.

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

● Increased Core FFO per diluted share to $0.17, representing a 30.8% increase over the prior year period and a 21.4% increase sequentially;

● Increased Normalized FFO per diluted share to $0.16, representing a 23.1% increase over the prior year period and a 14.3% increase sequentially;

● Increased Rental and Related Income by 26.5% over the prior year period;

● Increased Community Net Operating Income (“NOI”) by 33.6% over the prior year period;

● Increased Same Property Occupancy 140 basis points over the prior year period from 82.1% to 83.5%;

● Increased Same Property NOI by 16.7% over the prior year period;

● Decreased our Operating Expense Ratio 270 basis points over the prior year period from 51.2% to 48.5%;

● Increased homes sales by 52.3% over the prior year period from $1.1 million (24 homes sold) to $1.7 million (41 homes sold);

● Increased our rental home portfolio by 182 homes, representing an increase of 4.9% from yearend 2015 to approximately 3,900 total rental homes;

● Increased rental home occupancy from 92.9% at yearend 2015 to 94.8% at quarterend; and

● Increased unrealized gain (loss) on REIT securities from an unrealized loss of $2.1 million at December 31, 2015 to an unrealized gain of $6.5 million at quarter end, in addition to recognizing realized gains of $232,000 and $1.5 million in dividend income for the quarter.”

“We are making substantial progress on many fronts. We are successfully integrating and upgrading our acquisitions, which is resulting in increased occupancy and NOI. Same Property NOI continues to grow at a high rate and increased by 16.7% this recent quarter over the prior year. Home sales showed meaningful growth as well, increasing by 52.3%. Our expense ratio continues to come down decreasing by 270 basis points over the prior year period. These healthier margins should continue to improve and generate increased earnings in the ensuing quarters.”

“Subsequent to quarterend, we closed on the sale of 2,000,000 shares of our 8.0% Series B Cumulative Redeemable Preferred Stock in a registered direct placement at a purchase price of $25.50 per share. We raised approximately $49.1 million in net proceeds and intend to use these proceeds for general corporate purposes, which may include purchase of manufactured homes for sale or lease to customers, expansion of our existing communities, potential acquisitions of additional properties, and possible repayment of indebtedness on a short-term basis. We anticipate adding 700 to 800 rental homes this year, which will further improve our operating results. Our strong first quarter results represent an excellent start to 2016 that we intend to build upon going forward.”

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 16 

UMH Properties, Inc. will host its First Quarter 2016 Financial Results Webcast and Conference Call. Senior management will discuss the results, current market conditions and future outlook on Tuesday, May 10, 2016 at 10:00 a.m. Eastern Time.

The Company’s 2016 first quarter financial results being released herein will be available on the Company’s website at www.umh.reit in the “Financial Information and Filings” section.

To participate in the webcast select the microphone icon found on the homepage www.umh.reit to access the call. Interested parties can also participate via conference call by calling toll free 877-513-1898 (domestically) or 412-902-4147 (internationally).

The replay of the conference call will be available at 12:00 p.m. Eastern Time on Tuesday, May 10, 2016. It will be available until August 1, 2016, and can be accessed by dialing toll free 877-344-7529 (domestically) and 412-317-0088 (internationally) and entering the passcode 10083025. 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 ninety-eight manufactured home communities containing approximately 17,800 developed homesites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana and Michigan. 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 Information: We assess and measure our overall operating results based upon an industry performance measure referred to as Funds From Operations (“FFO”), which management believes is a useful indicator of our operating performance. FFO is used by industry analysts and investors as a supplemental operating performance measure of a REIT. FFO, as defined by The National Association of Real Estate Investment Trusts (“NAREIT”), represents Net Income (Loss) Attributable to Common Shareholders, as defined by accounting principles generally accepted in the United States of America (“U.S. GAAP”), excluding extraordinary items, as defined under U.S. GAAP, gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, plus certain non-cash items such as real estate asset depreciation and amortization. NAREIT created FFO as a non-U.S. GAAP supplemental measure of REIT operating performance. We define Core Funds From Operations (“Core FFO”) as FFO plus acquisition costs and costs of early extinguishment of debt. We define Normalized Funds From Operations (“Normalized FFO”) as Core FFO excluding gains and losses realized on securities investments and certain non-recurring charges. We define Community NOI as rental and related income less community operating expenses such as real estate taxes, repairs and maintenance, community salaries, utilities, insurance and other expenses.

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 17 

Community NOI excludes realized gains (losses) on securities transactions. FFO, Core FFO and Normalized FFO, as well as Community NOI should be considered as supplemental measures of operating performance used by REITs. FFO, Core FFO and Normalized FFO exclude historical cost depreciation as an expense and may facilitate the comparison of REITs which have a different cost basis. The items excluded from FFO, Core FFO and Normalized FFO are significant components in understanding the Company’s financial performance.

FFO, Core FFO and Normalized FFO (i) do not represent Cash Flow from Operations as defined by U.S. GAAP; (ii) should not be considered as an alternative to net income (loss) as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flow as a measure of liquidity. FFO, Core FFO and Normalized FFO, as well as Community NOI, as calculated by the Company, may not be comparable to similarly titled measures reported by other REITs.

The reconciliation of the Company’s U.S. GAAP net loss to the Company’s FFO, Core FFO and Normalized FFO for the three months ended March 31, 2016 and 2015 are calculated as follows:

	Three Months Ended
	3/31/16			3/31/15
Net Loss Attributable to Common Shareholders	$	(883,000	)	$	(1,171,000	)
Depreciation Expense		5,525,000			4,229,000
Gain on Sales of Depreciable Assets		(22,000	)		(5,000	)
FFO Attributable to Common Shareholders		4,620,000			3,053,000
Acquisition Costs		-0-			106,000
Core FFO Attributable to Common Shareholders		4,620,000			3,159,000
Gain on Sale of Securities Transactions, net		(232,000	)		(58,000	)
Settlement of Memphis Mobile City Litigation		-0-			125,000
Normalized FFO Attributable to Common Shareholders	$	4,388,000		$	3,226,000

The following are the cash flows provided (used) by operating, investing and financing activities for the three months ended March 31, 2016 and 2015:

	Three Months Ended
	3/31/16			3/31/15
Operating Activities	$	7,659,000		$	7,245,000
Investing Activities		(18,538,000	)		(12,154,000	)
Financing Activities		12,258,000			7,902,000

# # # #

UMH Properties, Inc. | First Quarter FY 2016 Supplemental Information 18