UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ___________

Commission File Number 001-12690

UMH PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland		22-1890929
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		identification number)

Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ		07728
(Address of Principal Executive 0ffices)		(Zip Code)

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

(Former name, former address and former fiscal year, if changed since last report.)

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, $0.10 par value	UMH	New York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value	UMH PD	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class		Outstanding Common Shares as of November 1, 2023
Common Stock, $0.10 par value per share		66,398,142

UMH PROPERTIES, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2023

Table of Contents

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets	3
	Consolidated Statements of Income (Loss)	5
	Consolidated Statements of Shareholders’ Equity	6
	Consolidated Statements of Cash Flows	10
	Notes To Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42
PART II - OTHER INFORMATION		43
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
SIGNATURES		45

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

(in thousands except per share amounts)

	September 30, 2023			December 31, 2022
	(Unaudited)
- ASSETS -
Investment Property and Equipment
Land	$	89,604		$	86,619
Site and Land Improvements		868,123			846,218
Buildings and Improvements		36,012			35,933
Rental Homes and Accessories		504,444			422,818
Total Investment Property		1,498,183			1,391,588
Equipment and Vehicles		28,192			26,721
Total Investment Property and Equipment		1,526,375			1,418,309
Accumulated Depreciation		(402,411	)		(363,098	)
Net Investment Property and Equipment		1,123,964			1,055,211

Other Assets
Cash and Cash Equivalents		38,646			29,785
Marketable Securities at Fair Value		27,616			42,178
Inventory of Manufactured Homes		38,950			88,468
Notes and Other Receivables, net		78,584			67,271
Prepaid Expenses and Other Assets		14,232			20,011
Land Development Costs		47,560			23,250
Investment in Joint Venture		23,332			18,422
Total Other Assets		268,920			289,385

TOTAL ASSETS	$	1,392,884		$	1,344,596

See Accompanying Notes to Consolidated Financial Statements

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS – CONTINUED

AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

(in thousands except per share amounts)

	September 30, 2023			December 31, 2022
- LIABILITIES AND SHAREHOLDERS’ EQUITY -	(Unaudited)
LIABILITIES:
Mortgages Payable, net of unamortized debt issuance costs	$	442,164		$	508,938

Other Liabilities:
Accounts Payable		5,978			6,387
Loans Payable, net of unamortized debt issuance costs		144,623			153,531
Series A Bonds, net of unamortized debt issuance costs		99,843			99,207
Accrued Liabilities and Deposits		13,037			16,852
Tenant Security Deposits		9,492			8,485
Total Other Liabilities		272,973			284,462
Total Liabilities		715,137			793,400

Commitments and Contingencies		-			-

Shareholders’ Equity:
Series D - 6.375% Cumulative Redeemable Preferred Stock, $0.10 par value per share, 13,700 and 9,300 shares authorized as of September 30, 2023 and December 31, 2022, respectively; 11,179 and 9,015 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		279,482			225,379
Common Stock - $0.10 par value per share, 153,714 and 154,048 shares authorized as of September 30, 2023 and December 31, 2022, respectively; 66,172 and 57,595 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		6,617			5,760
Excess Stock - $0.10 par value per share, 3,000 shares authorized; no shares issued or outstanding as of September 30, 2023 and December 31, 2022		0			0
Additional Paid-In Capital		414,888			343,189
Undistributed Income (Accumulated Deficit)		(25,364	)		(25,364	)
Total UMH Properties, Inc. Shareholders’ Equity		675,623			548,964
Non-Controlling Interest in Consolidated Subsidiaries		2,124			2,232
Total Shareholders’ Equity		677,747			551,196

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,392,884		$	1,344,596

See Accompanying Notes to Consolidated Financial Statements

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2023 AND 2022

(in thousands except per share amounts)

	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
	THREE MONTHS ENDED						NINE MONTHS ENDED
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022

INCOME:
Rental and Related Income	$	48,135		$	42,893		$	140,503		$	126,699
Sales of Manufactured Homes		7,909			9,044			23,438			20,329
Total Income		56,044			51,937			163,941			147,028

EXPENSES:
Community Operating Expenses		20,673			19,181			60,795			56,175
Cost of Sales of Manufactured Homes		5,334			6,330			16,059			14,150
Selling Expenses		1,792			1,625			5,269			3,994
General and Administrative Expenses		4,491			5,150			14,654			13,348
Depreciation Expense		14,147			12,302			41,271			36,003
Total Expenses		46,437			44,588			138,048			123,670

OTHER INCOME (EXPENSE):
Interest Income		1,306			1,080			3,661			3,058
Dividend Income		508			699			1,745			2,200
Gain (Loss) on Sales of Marketable Securities, net		226			(6,405	)		183			24,316
Decrease in Fair Value of Marketable Securities		(5,496	)		(1,230	)		(10,439	)		(43,024	)
Other Income		235			366			850			782
Loss on Investment in Joint Venture		(165	)		(116	)		(645	)		(373	)
Interest Expense		(7,694	)		(6,951	)		(24,662	)		(18,852	)
Total Other Income (Expense)		(11,080	)		(12,557	)		(29,307	)		(31,893	)

Loss before Gain (Loss) on Sales of Investment Property and Equipment		(1,473	)		(5,208	)		(3,414	)		(8,535	)
Gain (Loss) on Sales of Investment Property and Equipment		(26	)		(10	)		11			(96	)
Net Loss		(1,499	)		(5,218	)		(3,403	)		(8,631	)
Preferred Dividends		(4,364	)		(4,588	)		(12,251	)		(19,788	)
Loss Attributable to Non-Controlling Interest		32			61			108			61
Redemption of Preferred Stock		0			0			0			(8,190	)
Net Loss Attributable to Common Shareholders	$	(5,831	)	$	(9,745	)	$	(15,546	)	$	(36,548	)

Net Loss Attributable to Common Shareholders Per Share – Basic and Diluted	$	(0.09	)	$	(0.18	)	$	(0.25	)	$	(0.68	)

Weighted Average Common Shares Outstanding:
Basic and Diluted		65,076			54,891			61,853			53,746

See Accompanying Notes to Consolidated Financial Statements

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2023 AND 2022

(in thousands)

	Number		Amount		Series C		Series D
	Common Stock				Preferred		Preferred
	Issued and Outstanding				Stock		Stock
	Number		Amount		Series C		Series D

Balance December 31, 2022		57,595	$	5,760	$	0	$	225,379

Common Stock Issued with the DRIP		164		15		0		0
Common Stock Issued through Restricted Stock Awards		140		14		0		0
Common Stock Issued through Stock Options		14		1		0		0
Common Stock Issued in connection with At-The-Market Offerings, net		2,071		208		0		0
Preferred Stock Issued in connection with At-The-Market Offerings, net		0		0		0		21,858
Distributions		0		0		0		0
Stock Compensation Expense		0		0		0		0
Net Loss		0		0		0		0

Balance March 31, 2023		59,984		5,998		0		247,237

Common Stock Issued with the DRIP		151		15		0		0
Common Stock Issued through Restricted Stock Awards		8		1		0		0
Common Stock Issued through Stock Options		42		4		0		0
Common Stock Issued in connection with At-The-Market Offerings, net		2,887		289		0		0
Preferred Stock Issued in connection with At-The-Market Offerings, net		0		0		0		17,795
Distributions		0		0		0		0
Stock Compensation Expense		0		0		0		0
Net Loss		0		0		0		0

Balance June 30, 2023		63,072		6,307		0		265,032

Common Stock Issued with the DRIP		137		13		0		0
Common Stock Issued through Restricted Stock Awards		155		16		0		0
Common Stock Issued through Stock Options		15		2		0		0
Common Stock Issued in connection with At-The-Market Offerings, net		2,793		279		0		0
Preferred Stock Issued in connection with At-The-Market Offerings, net		0		0		0		14,450
Distributions		0		0		0		0
Stock Compensation Expense		0		0		0		0
Net Loss		0		0		0		0

Balance September 30, 2023		66,172	$	6,617	$	0	$	279,482

See Accompanying Notes to Consolidated Financial Statements

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2023 AND 2022

(in thousands)

	Capital			Deficit)			Subsidiary			Equity
	Additional Paid-In			Undistributed Income (Accumulated			Non-Controlling Interest in Consolidated			Total Shareholders’
	Capital			Deficit)			Subsidiary			Equity

Balance December 31, 2022	$	343,189		$	(25,364	)	$	2,232		$	551,196

Common Stock Issued with the DRIP		2,502			0			0			2,517
Common Stock Issued through Restricted Stock Awards		(14	)		0			0			0
Common Stock Issued through Stock Options		136			0			0			137
Common Stock Issued in connection with At-The-Market Offerings, net		34,080			0			0			34,288
Preferred Stock Issued in connection with At-The-Market Offerings, net		(2,567	)		0			0			19,291
Distributions		(17,523	)		1,461			0			(16,062	)
Stock Compensation Expense		1,528			0			0			1,528
Net Loss		0			(1,461	)		(40	)		(1,501	)

Balance March 31, 2023		361,331			(25,364	)		2,192			591,394

Common Stock Issued with the DRIP		2,020			0			0			2,035
Common Stock Issued through Restricted Stock Awards		(1	)		0			0			0
Common Stock Issued through Stock Options		409			0			0			413
Common Stock Issued in connection with At-The-Market Offerings, net		43,870			0			0			44,159
Preferred Stock Issued in connection with At-The-Market Offerings, net		(2,486	)		0			0			15,309
Distributions		(16,878	)		367			0			(16,511	)
Stock Compensation Expense		1,471			0			0			1,471
Net Loss

SEC Form 10-Q filed by UMH Properties Inc.