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 4, 2022

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $.10 par value	UMH	New York Stock Exchange
6.75% Series C Cumulative Redeemable Preferred Stock, $.10 par value	UMH PRC	New York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Stock, $.10 par value	UMH PRD	New 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 May 4, 2022, UMH Properties, Inc. issued a press release announcing the results for the first quarter March 31, 2022 and disclosed a supplemental information package in connection with its earnings conference call for the first quarter March 31, 2022. 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;

● increases in commodity prices and the cost of purchasing manufactured homes;

● our ability to purchase manufactured homes for rental or sale;

● 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;

2

● 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 March 31, 2022 and press release dated May 4, 2022.
104	Cover 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: May 4, 2022	By:	/s/ Anna T. Chew
	Name:	Anna T. Chew
	Title:	Vice President and Chief Financial Officer

4

EX-99

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 to Adjusted EBITDA and Net Income (Loss) Attributable to Common Shareholders to FFO and Normalized FFO	7
Market Capitalization, Debt and Coverage Ratios	8
Debt Analysis	9
Debt Maturity	10
Securities Portfolio Performance	11
Property Summary and Snapshot	12
Same Property Statistics	13
Acquisition Summary and Property Portfolio	14
Definitions	15
Press Release Dated May 4, 2022	16

Certain information in this Supplemental Information Package contains Non-GAAP financial measures. These Non-GAAP financial measures are REIT industry financial measures that are not calculated in accordance with accounting principles generally accepted in the United States of America. Please see page 15 for a definition of these Non-GAAP financial measures and page 7 for the reconciliation of certain captions in the Supplemental Information Package to the statement of operations as reported in the Company’s filings with the SEC on Form 10-Q.

UMH Properties, Inc. | First Quarter FY 2022 Supplemental Information 2

Financial Highlights

(dollars in thousands except per share amounts) (unaudited)

	Three Months Ended
	March 31, 2022			March 31, 2021
Operating Information
Number of Communities		128			126
Number of Sites		24,118			23,770
Rental and Related Income	$	41,577		$	38,713
Community Operating Expenses	$	18,071		$	17,137
Community NOI	$	23,506		$	21,576
Expense Ratio		43.5	%		44.3	%
Sales of Manufactured Homes	$	4,291		$	4,419
Number of Homes Sold		61			73
Number of Rentals Added		52			218
Net Income	$	3,275		$	13,878
Net Income (Loss) Attributable to Common Shareholders	$	(4,325	)	$	6,839
Adjusted EBITDA	$	21,685		$	20,288
FFO Attributable to Common Shareholders	$	8,544		$	8,381
Normalized FFO Attributable to Common Shareholders	$	8,975		$	8,701
Shares Outstanding and Per Share Data
Weighted Average Shares Outstanding
Basic		52,301			42,377
Diluted		52,301			43,275
Net Income (Loss) Attributable to Common
Shareholders per Share –
Basic and Diluted	$	(0.09	)	$	0.16
FFO per Share – Diluted	$	0.16		$	0.19
Normalized FFO per Share – Diluted	$	0.17		$	0.20
Dividends per Common Share	$	0.20		$	0.19
Balance Sheet
Total Assets	$	1,413,826		$	1,120,024
Total Liabilities	$	644,212		$	574,776
Market Capitalization
Total Debt, Net of Unamortized Debt Issuance Costs	$	615,161		$	544,623
Equity Market Capitalization	$	1,315,564		$	824,751
Series C Preferred Stock	$	247,100		$	247,100
Series D Preferred Stock	$	215,219		$	192,445
Total Market Capitalization	$	2,393,044		$	1,808,919

UMH Properties, Inc. | First Quarter FY 2022 Supplemental Information 3

Consolidated Balance Sheets

(in thousands except per share amounts)

	March 31,			December 31,
	2022			2021
	(unaudited)
ASSETS
Investment Property and Equipment
Land	$	76,073		$	74,963
Site and Land Improvements		725,061			716,211
Buildings and Improvements		32,377			30,450
Rental Homes and Accessories		388,189			383,467
Total Investment Property		1,221,700			1,205,091
Equipment and Vehicles		24,827			24,437
Total Investment Property and Equipment		1,246,527			1,229,528
Accumulated Depreciation		(327,339	)		(316,073	)
Net Investment Property and Equipment		919,188			913,455
Other Assets
Cash and Cash Equivalents		292,465			116,175
Marketable Securities at Fair Value		56,971			113,748
Inventory of Manufactured Homes		34,288			23,659
Notes and Other Receivables, net		57,937			55,359
Prepaid Expenses and Other Assets		18,049			17,135
Land Development Costs		25,875			22,352
Investment in Joint Venture		9,053			8,937
Total Other Assets		494,638			357,365
TOTAL ASSETS	$	1,413,826		$	1,270,820
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Mortgages Payable, net of unamortized debt issuance costs	$	474,466		$	452,567
Other Liabilities
Accounts Payable		4,365			4,274
Loans Payable, net of unamortized debt issuance costs		41,874			46,757
Series A Bonds, net of unamortized debt issuance costs		98,821			-0-
Accrued Liabilities and Deposits		16,677			17,162
Tenant Security Deposits		8,009			7,920
Total Other Liabilities		169,746			76,113
Total Liabilities		644,212			528,680
COMMITMENTS AND CONTINGENCIES
Shareholders’ Equity:
Series C- 6.75% Cumulative Redeemable Preferred Stock, $0.10 par value per share; 13,750 shares authorized; 9,884 issued and outstanding as of March 31, 2022 and December 31, 2021		247,100			247,100
Series D - 6.375% Cumulative Redeemable Preferred Stock, $0.10 par value per share; 9,300 shares authorized; 8,609 shares issued and outstanding as of March 31, 2022 and December 31, 2021		215,219			215,219
Common Stock – $0.10 par value per share: 144,164 shares authorized; 53,500 and 51,651 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		5,350			5,165
Excess Stock – $0.10 par value per share: 3,000 shares authorized; no shares issued or outstanding as of March 31, 2022 and December 31, 2021		-0-			-0-
Additional Paid-In Capital		327,309			300,020
Undistributed Income (Accumulated Deficit)		(25,364	)		(25,364	)
Total Shareholders’ Equity		769,614			742,140
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,413,826		$	1,270,820

UMH Properties, Inc. | First Quarter FY 2022 Supplemental Information 4

Consolidated Statements of Income (Loss)

(in thousands except per share amounts) (unaudited)

	Three Months Ended
	March 31, 2022			March 31, 2021
INCOME:
Rental and Related Income	$	41,577		$	38,713
Sales of Manufactured Homes		4,291			4,419
TOTAL INCOME		45,868			43,132
EXPENSES:
Community Operating Expenses		18,071			17,137
Cost of Sales of Manufactured Homes		2,983			3,471
Selling Expenses		1,155			1,131
General and Administrative Expenses		3,898			3,441
Depreciation Expense		11,717			11,008
TOTAL EXPENSES		37,824			36,188
OTHER INCOME (EXPENSE):
Interest Income		910			817
Dividend Income		780			1,302
Gain (Loss) on Sales of Marketable Securities, net		30,721			(730	)
Increase (Decrease) in Fair Value of Marketable Securities		(31,750	)		10,219
Other Income		220			147
Loss on Investment in Joint Venture		(121	)		-0-
Interest Expense		(5,487	)		(4,798	)
TOTAL OTHER INCOME (EXPENSE)		(4,727	)		6,957
Income before Loss on Sales of Investment Property and Equipment		3,317			13,901
Loss on Sales of Investment Property and Equipment		(42	)		(23	)
NET INCOME		3,275			13,878
Less: Preferred Dividends		(7,600	)		(7,039	)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(4,325	)	$	6,839
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS PER SHARE –
Basic and Diluted	$	(0.09	)	$	0.16
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		52,301			42,377
Diluted		52,301			43,275

UMH Properties, Inc. | First Quarter FY 2022 Supplemental Information 5

Consolidated Statements of Cash Flows

(in thousands) (unaudited)

	Three Months Ended
	March 31, 2022			March 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	3,275		$	13,878
Non-Cash Items Included in Net Income:
Depreciation		11,717			11,008
Amortization of Financing Costs		406			176
Stock Compensation Expense		1,169			750
Provision for Uncollectible Notes and Other Receivables		183			234
(Gain) Loss on Sales of Marketable Securities, net		(30,721	)		730
(Increase) Decrease in Fair Value of Marketable Securities		31,750			(10,219	)
Loss on Sales of Investment Property and Equipment		42			23
Changes in Operating Assets and Liabilities:
Inventory of Manufactured Homes		(10,629	)		(2,098	)
Notes and Other Receivables, net of notes acquired with acquisitions		(2,761	)		(302	)
Prepaid Expenses and Other Assets		1,482			(2,000	)
Accounts Payable		91			277
Accrued Liabilities and Deposits		(485	)		545
Tenant Security Deposits		89			213
Net Cash Provided by Operating Activities		5,608			13,215
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Manufactured Home Communities		(5,989	)		(8,358	)
Purchase of Investment Property and Equipment		(12,240	)		(12,189	)
Proceeds from Sales of Investment Property and Equipment		738			576
Additions to Land Development Costs		(3,523	)		(3,261	)
Purchase of Marketable Securities		(5	)		(3	)
Proceeds from Sales of Marketable Securities		55,752			4,509
Investment in Joint Venture		(116	)		-0-
Net Cash Provided by (Used in) Investing Activities		34,617			(18,726	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Mortgages		25,643			-0-
Net Payments from Short-Term Borrowings		(4,951	)		(11,277	)
Principal Payments of Mortgages		(2,891	)		(564	)
Proceeds from Bonds Issuance		102,670			-0-
Financing Costs on Debt		(5,040	)		-0-
Proceeds from At-The-Market Preferred Equity Program, net of offering costs		-0-			30,864
Proceeds from At-The-Market Common Equity Program, net of offering costs		38,369			6,585
Proceeds from Issuance of Common Stock in the DRIP, net of Dividend Reinvestments		763			2,942
Proceeds from Exercise of Stock Options		993			2,588
Preferred Dividends Paid		(7,600	)		(7,039	)
Common Dividends Paid, net of Dividend Reinvestments		(9,495	)		(7,128	)
Net Cash Provided by Financing Activities		138,461			16,971
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		178,686			11,460
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD		125,026			28,593
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	303,712		$	40,053

UMH Properties, Inc. | First Quarter FY 2022 Supplemental Information 6

Reconciliation of Net Income to Adjusted EBITDA and Net Income (Loss)

Attributable to Common Shareholders to FFO and Normalized FFO

(in thousands except footnotes) (unaudited)

	Three Months Ended
	March 31, 2022			March 31,2021
Reconciliation of Net Income to Adjusted EBITDA
Net Income	$	3,275		$	13,878
Interest Expense		5,487			4,798
Franchise Taxes		96			93
Depreciation Expense		11,717			11,008
Depreciation Expense from Unconsolidated Joint Venture		81			-0-
(Increase) Decrease in Fair Value of Marketable Securities		31,750			(10,219	)
(Gain) Loss on Sales of Marketable Securities, net		(30,721	)		730
Adjusted EBITDA	$	21,685		$	20,288
Reconciliation of Net Income (Loss) Attributable to Common Shareholders to Funds from Operations
Net Income (Loss) Attributable to Common Shareholders	$	(4,325	)	$	6,839
Depreciation Expense		11,717			11,008
Depreciation Expense from Unconsolidated Joint Venture		81			-0-
Loss on Sales of Investment Property and Equipment		42			23
Decrease (Increase) in Fair Value of Marketable Securities		31,750			(10,219	)
(Gain) Loss on Sales of Marketable Securities, net		(30,721	)		730
Funds from Operations Attributable to Common Shareholders (“FFO”)		8,544			8,381
Adjustments:
Non-Recurring Other Expense (1)		431			320
Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”)	$	8,975		$	8,701

(1) Consists of special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which are being expensed over the vesting period.

UMH Properties, Inc. | First Quarter FY 2022 Supplemental Information 7

Market Capitalization, Debt and Coverage Ratios

(in thousands) (unaudited)

	Three Months Ended						Year Ended
	March 31, 2022			March 31, 2021			December 31, 2021
Shares Outstanding		53,500			43,023			51,651
Market Price Per Share	$	24.59		$	19.17		$	27.33
Equity Market Capitalization	$	1,315,564		$	824,751		$	1,411,624
Total Debt		615,161			544,623			499,324
Preferred		462,319			439,545			462,319
Total Market Capitalization	$	2,393,044		$	1,808,919		$	2,373,267
Total Debt	$	615,161		$	544,623		$	499,324
Less: Cash and Cash Equivalents		(292,465	)		(24,784	)		(116,175	)
Net Debt		322,696			519,839			383,149
Less: Marketable Securities at Fair Value (“Securities”)		(56,971	)		(108,155	)		(113,748	)
Net Debt Less Securities	$	265,725		$	411,684		$	269,401
Interest Expense	$	5,487		$	4,798		$	19,158
Capitalized Interest		330			338			1,476
Preferred Dividends		7,600			7,039			29,839
Total Fixed Charges	$	13,417		$	12,175		$	50,473
Adjusted EBITDA	$	21,685		$	20,288		$	88,318
Debt and Coverage Ratios
Net Debt / Total Market Capitalization		13.5	%		28.7	%		16.1	%
Net Debt Plus Preferred / Total Market Capitalization		32.8	%		53.0	%		35.6	%
Net Debt Less Securities / Total Market Capitalization		11.1	%		22.8	%		11.4	%
Net Debt Less Securities Plus Preferred / Total Market Capitalization		30.4	%		47.1	%		30.8	%
Interest Coverage		3.7	x		4.0	x		4.3	x
Fixed Charge Coverage		1.6	x		1.7	x		1.7	x
Net Debt / Adjusted EBITDA		3.7	x		6.4	x		4.3	x
Net Debt Less Securities / Adjusted EBITDA		3.1	x		5.1	x		3.1	x
Net Debt Plus Preferred / Adjusted EBITDA		9.0	x		11.8	x		9.6	x
Net Debt Less Securities Plus Preferred / Adjusted EBITDA		8.4	x		10.5	x		8.3	x

UMH Properties, Inc. | First Quarter FY 2022 Supplemental Information 8

Debt Analysis

(in thousands) (unaudited)

	Three Months Ended						Year Ended
	March 31, 2022			March 31, 2021			December 31, 2021
Debt Outstanding
Mortgages Payable:
Fixed Rate Mortgages	$	479,454		$	473,528		$	456,702
Unamortized Debt Issuance Costs		(4,988	)		(4,695	)		(4,135	)
Mortgages, Net of Unamortized Debt Issuance Costs	$	474,466		$	468,833		$	452,567
Loans Payable:
Unsecured Line of Credit	$	25,000		$	45,000		$	25,000
Other Loans Payable		16,994			31,076			21,945
Total Loans Before Unamortized Debt Issuance Costs		41,994			76,076			46,945
Unamortized Debt Issuance Costs		(120	)		(286	)		(188	)
Loans, Net of Unamortized Debt Issuance Costs	$	41,874		$	75,790		$	46,757
Bonds Payable:
Series A Bonds	$	102,670		$	-0-		$	-0-
Unamortized Debt Issuance Costs		(3,849	)		-0-			-0-
Bonds, Net of Unamortized Debt Issuance Costs	$	98,821		$	-0-		$	-0-
Total Debt, Net of Unamortized Debt Issuance Costs	$	615,161		$	544,623		$	499,324
% Fixed/Floating
Fixed		93.3	%		86.3	%		90.7	%
Floating		6.7	%		13.7	%		9.3	%
Total		100.0	%		100.0	%		100.0	%
Weighted Average Interest Rates (1)
Mortgages Payable		3.78	%		3.81	%		3.75	%
Loans Payable		2.52	%		2.60	%		2.66	%
Bonds Payable		4.72	%		N/A			N/A
Total Average		3.85	%		3.64	%		3.65	%
Weighted Average Maturity (Years) Mortgages Payable		5.2			5.8			5.2

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

UMH Properties, Inc. | First Quarter FY 2022 Supplemental Information 9

Debt Maturity

(in thousands) (unaudited)

 

As of March 31, 2022:

Fiscal Year Ended	Mortgages			Loans			Bonds			Total			% of Total
2022	$	6,478		$	41,994	(1)	$	-0-		$	48,472			7.8	%
2023		62,964			-0-			-0-			62,964			10.1	%
2024		-0-			-0-			-0-			-0-			0.0	%
2025		127,649			-0-			-0-			127,649			20.5	%
2026		39,113			-0-			-0-			39,113			6.3	%
Thereafter		243,250			-0-			102,670	(2)		345,920			55.4	%
Total Debt Before Unamortized Debt Issuance Cost		479,454			41,994			102,670			624,118			100.0	%
Unamortized Debt Issuance Cost		(4,988	)		(120	)		(3,849	)		(8,957	)
Total Debt, Net of Unamortized Debt Issuance Costs	$	474,466		$	41,874		$	98,821		$	615,161

(1) Includes $25.0 million balance outstanding on the Company’s Line of Credit due November 2022, 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. | First Quarter FY 2022 Supplemental Information 10

Securities Portfolio Performance

(in thousands)

Year Ended	Securities Available for Sale		Dividend Income		Net Realized Gain on Sale of Securities		Net Realized Gain on Sale of Securities & Dividend Income
2010	$	28,757	$	1,763	$	2,028	$	3,791
2011		43,298		2,512		2,693		5,205
2012		57,325		3,244		4,093		7,337
2013		59,255		3,481		4,056		7,537
2014		63,556		4,066		1,543		5,609
2015		75,011		4,399		204		4,603
2016		108,755		6,636		2,285		8,921
2017		132,964		8,135		1,747		9,882
2018		99,596		10,367		20		10,387
2019		116,186		7,535		-0-		7,535
2020		103,172		5,729		-0-		5,729
2021		113,748		5,098		2,342		7,440
2022*		56,971		780		30,721		31,501
			$	63,745	$	51,732	$	115,477

*For the three months ended March 31, 2022.

UMH Properties, Inc. | First Quarter FY 2022 Supplemental Information 11

Property Summary and Snapshot

(unaudited)

	March 31, 2022			March 31, 2021			% Change
Communities		128			126			1.6	%
Developed Sites		24,118			23,770			1.5	%
Occupied		20,739			20,255			2.4	%
Occupancy %		86.0	%		85.2	%		80 bps
Total Rentals		8,758			8,470			3.4	%
Occupied Rentals		8,346			8,083			3.3	%
Rental Occupancy %		95.3	%		95.4	%		-10 bps
Monthly Rent Per Site	$	490		$	467			4.9	%
Monthly Rent Per Home Rental Including Site	$	839		$	800			4.9	%

State	Number		Total Acreage		Developed Acreage		Vacant Acreage		Total Sites		Occupied Sites		Occupancy Percentage			Monthly Rent Per Site		Total Rentals		Occupied Rentals		Rental Occupancy Percentage			Monthly Rent Per Home Rental
			(1)				(1)																		(2)
Alabama		1		33		33		-0-		194		59		30.4	%	$	175		26		20		76.9	%	$	689
Indiana		14		1,105		893		212		3,995		3,462		86.7	%	$	444		1,736		1,650		95.0	%	$	842
Maryland		1		77		10		67		62		62		100.0	%	$	569		-0-		-0-		N/A			N/A
Michigan		3		153		153		-0-		738		630		85.4	%	$	487		265		252		95.1	%	$	825
New Jersey		4		349		187		162		1,006		971		96.5	%	$	688		43		42		97.7	%	$	1,068
New York		8		674		323		351		1,350		1,164		86.2	%	$	573		450		437		97.1	%	$	967
Ohio		37		1,837		1,390		447		6,936		5,872		84.7	%	$	445		2,588		2,466		95.3	%	$	800
Pennsylvania		52		2,202		1,837		365		7,865		6,767		86.0	%	$	514		2,783		2,643		95.0	%	$	855
South Carolina		1		24		24		-0-		142		63		44.4	%	$	195		29		23		79.3	%	$	584
Tennessee		7		544		316		228		1,830		1,689		92.3	%	$	490		838		813		97.0	%	$	836
Total as of March 31, 2022		128		6,998		5,166		1,832		24,118		20,739		86.0	%	$	490		8,758		8,346		95.3	%	$	839
Acquisitions (3)		1		65		50		15		132		92		69.7	%	$	343		-0-		-0-		N/A			N/A
Grand Total		129		7,063		5,216		1,847		24,250		20,831		85.9	%	$	489		8,758		8,346		95.3	%	$	839

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

(2) Includes home and site rent charges.

(3) Acquisition of one community completed on May 3, 2022.

UMH Properties, Inc. | First Quarter FY 2022 Supplemental Information 12

Same Property Statistics

(in thousands) (unaudited)

	For Three Months Ended
	March 31, 2022		March 31, 2021		Change		% Change
Community Net Operating Income
Rental and Related
Income	$	40,908	$	38,387	$	2,521		6.6	%
Community Operating
Expenses		16,969		15,655		1,314		8.4	%
Community NOI	$	23,939	$	22,732	$	1,207		5.3	%

	March 31, 2022			March 31, 2021			Change
Total Sites		23,363			23,327			0.2	%
Occupied Sites		20,263			20,055			208 sites, 1.0	%
Occupancy %		86.7	%		86.0	%		70 bps
Number of Properties		124			124			N/A
Total Rentals		8,600			8,330			3.2	%
Occupied Rentals		8,212			7,969			3.0	%
Rental Occupancy		95.5	%		95.7	%		-20 bps
Monthly Rent Per Site	$	492		$	469			4.9	%
Monthly Rent Per Home Including Site	$	839		$	801			4.7	%

Same Property includes all properties owned as of January 1, 2021, with the exception of Memphis Blues and Duck River Estates.

UMH Properties, Inc. | First Quarter FY 2022 Supplemental Information 13

Acquisitions Summary

(dollars in thousands)

At Acquisition:
Year of Acquisition	Number of Communities		Sites		Occupied Sites		Occupancy %			Purchase Price		Price Per Site		Total Acres
2019		4		1,495		935		62	%	$	56,237	$	38		247
2020		2		310		197		64	%	$	7,840	$	25		48
2021		3		543		319		59	%	$	18,300	$	34		113
2022		2		228		172		75	%	$	13,175	$	58		83

 

2022 Acquisitions
Community	Date of Acquisition	State	Number of Sites		Purchase Price		Number of Acres		Occupancy
Center Manor	March 31, 2022	PA		96	$	5,800		18		83	%
Mandell Trails	May 3, 2022	PA		132		7,375		65		70	%
Total 2022 to Date				228	$	13,175		83		75	%

UMH Properties, Inc. | First Quarter FY 2022 Supplemental Information 14

Definitions

Investors and analysts following the real estate industry utilize funds from operations available to common shareholders (“FFO”), normalized funds from operations available to common shareholders (“Normalized FFO”), community NOI, same property NOI, and earnings before interest, taxes, depreciation, amortization and acquisition costs (“Adjusted EBITDA”), variously defined, as supplemental performance measures. While the Company believes net income (loss) available to common shareholders, as defined by accounting principles generally accepted in the United States of America (U.S. GAAP), is the most appropriate measure, it considers Community NOI, Same Property NOI, Adjusted EBITDA, FFO and Normalized FFO, given their wide use by and relevance to investors and analysts, appropriate supplemental performance measures. FFO, reflecting the assumption that real estate asset values rise or fall with market conditions, principally adjusts for the effects of U.S. GAAP depreciation and amortization of real estate assets. FFO also adjusts for the effects of the change in the fair value of marketable securities and gains and losses realized on marketable securities. Normalized FFO reflects the same assumptions as FFO except that it also adjusts for and certain one-time charges. Community NOI and Same Property NOI provides a measure of rental operations and does not factor in depreciation and amortization and non-property specific expenses such as general and administrative expenses. Adjusted EBITDA provides a tool to further evaluate the ability to incur and service debt and to fund dividends and other cash needs. In addition, Community NOI, Same Property NOI, Adjusted EBITDA, FFO and Normalized FFO are commonly used in various ratios, pricing multiples, yields and returns and valuation of calculations used to measure financial position, performance and value.

As used herein, the Company calculates FFO, as defined by The National Association of Real Estate Investment Trusts (“NAREIT”), to be equal to net income (loss) applicable to common shareholders, as defined by U.S. GAAP, excluding extraordinary items as defined by U.S. GAAP, gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, 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.

Normalized FFO is calculated as FFO excluding certain one-time charges.

Normalized FFO per Diluted Common Share is calculated using diluted weighted shares outstanding of 53.7 million shares for the three months ended March 31, 2022, and 43.3 million shares for the three months ended March 31, 2021. Common stock equivalents resulting from stock options in the amount of 1.4 million shares for the three months ended March 31, 2022 were excluded from the computation of Diluted Net Loss per Share as their effect would have been anti-dilutive. Common stock equivalents resulting from stock options in the amount of 898,000 shares for the three months ended March 31, 2021 were included in the computation of Diluted Net Income per share.

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, 2021, with the exception of Memphis Blues.

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

Community NOI, Same Property NOI, Adjusted EBITDA, FFO and Normalized FFO do not represent cash generated from operating activities in accordance with U.S. GAAP and are not necessarily indicative of cash available to fund cash needs, including the repayment of principal on debt and payment of dividends and distributions. Community NOI, Same Property NOI, Adjusted EBITDA, FFO and Normalized FFO should not be considered as substitutes for net income (loss) applicable to common shareholders (calculated in accordance with U.S. GAAP) as a measure of results of operations, or cash flows (calculated in accordance with U.S. GAAP) as a measure of liquidity. Community NOI, Same Property NOI, Adjusted EBITDA, 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 2022 Supplemental Information 15

Press Release Dated May 4, 2022

FOR IMMEDIATE RELEASE	May 4, 2022
	Contact: Nelli Madden
	732-577-9997

UMH PROPERTIES, INC. REPORTS RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2022

FREEHOLD, NJ, May 4, 2022........ UMH Properties, Inc. (NYSE:UMH) reported Total Income for the quarter ended March 31, 2022 of $45.9 million as compared to $43.1 million for the quarter ended March 31, 2021, representing an increase of 6%. Net Loss Attributable to Common Shareholders amounted to $4.3 million or $0.09 per diluted share for the quarter ended March 31, 2022 as compared to a Net Income of $6.8 million or $0.16 per diluted share for the quarter ended March 31, 2021.

Funds from Operations Attributable to Common Shareholders (“FFO”), was $8.5 million or $0.16 per diluted share for the quarter ended March 31, 2022 as compared to $8.4 million or $0.19 per diluted share for the quarter ended March 31, 2021. Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”), was $9.0 million or $0.17 per diluted share for the quarter ended March 31, 2022, as compared to $8.7 million or $0.20 per diluted share for the quarter ended March 31, 2021.

A summary of significant financial information for the three months ended March 31, 2022 and 2021 is as follows (in thousands except per share amounts):

	For the Three Months Ended
	March 31,
	2022			2021
Total Income	$	45,868		$	43,132
Total Expenses	$	37,824		$	36,188
Gain (Loss) on Sales on Marketable Securities	$	30,721		$	(730	)
Increase (Decrease) in Fair Value of Marketable Securities	$	(31,750	)	$	10,219
Net Income (Loss) Attributable to Common Shareholders	$	(4,325	)	$	6,839
Net Income (Loss) Attributable to Common Shareholders per Diluted Common Share	$	(0.09	)	$	0.16
FFO (1)	$	8,544		$	8,381
FFO (1) per Diluted Common Share	$	0.16		$	0.19
Normalized FFO (1)	$	8,975		$	8,701
Normalized FFO (1) per Diluted Common Share	$	0.17		$	0.20
Diluted Weighted Average Shares Outstanding		52,301			43,275

UMH Properties, Inc. | First Quarter FY 2022 Supplemental Information 16

A summary of significant balance sheet information as of March 31, 2022 and December 31, 2021 is as follows (in thousands):

	March 31, 2022		December 31, 2021
Gross Real Estate Investments	$	1,221,700	$	1,205,091
Marketable Securities at Fair Value	$	56,971	$	113,748
Total Assets	$	1,413,826	$	1,270,820
Mortgages Payable, net	$	474,466	$	452,567
Loans Payable, net	$	41,874	$	46,757
Bonds Payable, net	$	98,821	$	-0-
Total Shareholders’ Equity	$	769,614	$	742,140

Samuel A. Landy, President and CEO, commented on the results of the first quarter of 2022.

“We are pleased to announce another solid quarter of operating results and an excellent start to 2022. During the quarter, we:

● Increased Rental and Related Income by 7%;

● Increased Community Net Operating Income (“NOI”) by 9%;

● Improved our Operating Expense ratio by 80 basis points to 43.5%;

● Increased Same Property NOI by 5%;

● Increased Same Property Occupancy by 70 basis points from 86.0% to 86.7%;

● Increased our rental home portfolio by 52 homes from yearend 2021 to approximately 8,800 total rental homes, representing an increase of 3%;

● Acquired one community containing 97 homesites for a total cost of approximately $5.8 million;

● Issued $102.7 million of 4.72% Series A Bonds due 2027 in an offering to investors in Israel, for total proceeds of $98.7 million, net of offering expenses;

● Completed the addition of approximately 1,100 homes to our Fannie Mae credit facility, for total proceeds of approximately $25.6 million;

● Raised our quarterly common stock dividend by 5.3% to $0.20 per share or $0.80 annually;

● Issued and sold approximately 1.6 million shares of Common Stock through At-the-Market Sale Programs for our Common Stock at a weighted average price of $24.59 per share, generating gross proceeds of $39.0 million and net proceeds of $38.4 million, after offering expenses;

● Reduced our Net Debt to Total Market Capitalization from 16% at yearend 2021 to 13% at quarter end;

● Subsequent to quarter end, issued and sold approximately 739,000 shares of Common Stock through an At-the-Market Sale Program for our Common Stock at a weighted average price of $24.32 per share, generating gross proceeds of $18.0 million and net proceeds of $17.7 million, after offering expenses; and

● Subsequent to quarter end, acquired one community containing 132 homesites for a total cost of approximately $7.4 million.”

Mr. Landy stated, “UMH is well positioned for future earnings growth through reduced capital costs and improved operations. We had a busy quarter in both the debt and capital markets in anticipation of the recapitalization of our 6.75% Series C Perpetual Preferred Stock. We currently have over $290 million in cash resulting from the Israeli bond issuance, equity raised through the ATM and the addition of rental homes to our Fannie Mae credit facility. The carrying costs of this capital negatively impacted Normalized FFO this quarter. Without the Series C Preferred dividends, our FFO would have been an $0.25 per share, or an additional $0.08 per share. We are happy to have raised the capital for the redemption given the rising interest rates and volatility in the market.”

UMH Properties, Inc. | First Quarter FY 2022 Supplemental Information 17

“Over the past few years UMH has grown into a much larger company with a stable and growing income stream derived from our 24,100 manufactured home sites and our 8,800 rental units. We are proud that the strength of our company and this stable income stream has been recognized through our corporate level investment grade rating of il.A+ from S&P Global Ratings Maalot Ltd.”

“The addition of rental homes to our Fannie Mae credit facility is a major milestone for the company and for the industry. We have been working to obtain GSE acceptance of rental homes in land-lease communities for years. We have over $380 million in rentals on our balance sheet that may now qualify for financing at reasonable rates to fund growth initiatives.”

“Our communities continue to experience strong demand for both sales and rentals. Our biggest challenge remains the delay in procurement of homes from our manufacturers. We have over 1,300 homes on order, including 300 new homes that have been delivered and are in various stages of setup. This inventory, as well as future deliveries, will allow us to deliver strong occupancy and revenue growth throughout the remainder of the year. Our expense increases should be offset by additional revenue growth from increased occupancy and rent increases.”

“We have significant internal upside that can be realized through the infill of vacant sites, development of our vacant land and increased sales profitability. We also have a strong acquisition pipeline of both existing communities and development opportunities that will allow us to grow externally. We have a proven business plan designed to create long-term value for our shareholders.”

UMH Properties, Inc. will host its First Quarter 2022 Financial Results Webcast and Conference Call. Senior management will discuss the results, current market conditions and future outlook on Thursday, May 5, 2022, at 10:00 a.m. Eastern Time.

The Company’s 2022 first 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 844-200-6205 (domestically) or 929-526-1599 (internationally) and entering the passcode 017683.

The replay of the conference call will be available at 12:00 p.m. Eastern Time on Thursday, May 5, 2022, and can be accessed by dialing toll free 866-813-9403 (domestically) and +44 204-525-0658 (internationally) and entering the passcode 989071. 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 129 manufactured home communities containing approximately 24,200 developed homesites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan, Maryland, Alabama and South Carolina. UMH also has an ownership interest in and operates one community in Florida, containing 219 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. | First Quarter FY 2022 Supplemental Information 18

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 Attributable to Common Shareholders (“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, 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 investments and the change in the fair value of marketable securities from our FFO calculation. NAREIT created FFO as a non-U.S. GAAP supplemental measure of REIT operating performance. We define Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”), as FFO excluding certain one-time charges. FFO and Normalized FFO should be considered as supplemental measures of operating performance used by REITs. FFO and Normalized FFO exclude historical cost depreciation as an expense and may facilitate the comparison of REITs which have a different cost basis. However, other REITs may use different methodologies to calculate FFO and Normalized FFO and, accordingly, our FFO and Normalized FFO may not be comparable to all other REITs. The items excluded from FFO and Normalized FFO are significant components in understanding the Company’s financial performance.

FFO and Normalized FFO (i) do not represent Cash Flow from Operations as defined by U.S. GAAP; (ii) should not be considered as alternatives to net income (loss) as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flow as a measure of liquidity.

The reconciliation of the Company’s U.S. GAAP net loss to the Company’s FFO and Normalized FFO for the three months ended March 31, 2022 and 2021 are calculated as follows (in thousands):

	Three Months Ended
	March 31, 2022			March 31, 2021
Net Income (Loss) Attributable to Common Shareholders	$	(4,325	)	$	6,839
Depreciation Expense		11,717			11,008
Depreciation Expense from Unconsolidated Joint Venture		81			-0-
Loss on Sales of Depreciable Assets		42			23
(Increase) Decrease in Fair Value of Marketable Securities		31,750			(10,219	)
(Gain) Loss on Sales of Marketable Securities, net		(30,721	)		730
FFO Attributable to Common Shareholders		8,544			8,381
Non- Recurring Other Expense (2)		431			320
Normalized FFO Attributable to Common Shareholders	$	8,975		$	8,701

The diluted weighted shares outstanding used in the calculation of FFO per Diluted Common Share and Normalized FFO per Diluted Common Share were 53.7 million shares for the three months ended March 31, 2022 and 43.3 million shares for the three months ended March 31, 2021. Common stock equivalents resulting from stock options in the amount of 1.4 million shares for the three months ended March 31, 2022 were excluded from the computation of Diluted Net Loss per Share as their effect would have been anti-dilutive. Common stock equivalents resulting from stock options in the amount of 898,000 shares for the three months ended March 31, 2021 were included in the computation of Diluted Net Income per share.

UMH Properties, Inc. | First Quarter FY 2022 Supplemental Information 19

The following are the cash flows provided (used) by operating, investing and financing activities for the three months ended March 31, 2022 and 2021 (in thousands):

	2022		2021
Operating Activities	$	5,608	$	13,215
Investing Activities		34,617		(18,726	)
Financing Activities		138,461		16,971

(2) Consists of special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing.

# # # #

UMH Properties, Inc. | First Quarter FY 2022 Supplemental Information 20

XML

Cover	May 04, 2022
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 04, 2022
Entity File Number	001-12690
Entity Registrant Name	UMH Properties, Inc.
Entity Central Index Key	0000752642
Entity Tax Identification Number	22-1890929
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	Juniper Business Plaza
Entity Address, Address Line Two	3499 Route 9 North
Entity Address, Address Line Three	Suite 3-C
Entity Address, City or Town	Freehold
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07728
City Area Code	(732)
Local Phone Number	577-9997
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable
Common Stock, $.10 par value
Title of 12(b) Security	Common Stock, $.10 par value
Trading Symbol	UMH
Security Exchange Name	NYSE
6.75% Series C Cumulative Redeemable Preferred Stock, $.10 par value
Title of 12(b) Security	6.75% Series C Cumulative Redeemable Preferred Stock, $.10 par value
Trading Symbol	UMH PRC
Security Exchange Name	NYSE
6.375% Series D Cumulative Redeemable Preferred Stock, $.10 par value
Title of 12(b) Security	6.375% Series D Cumulative Redeemable Preferred Stock, $.10 par value
Trading Symbol	UMH PRD
Security Exchange Name	NYSE