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 June 30, 2025

☐

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 August 1, 2025
Common Stock, $0.10 par value per share		84,928,979

UMH PROPERTIES, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2025

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	8

	Notes To Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41

Item 4.	Controls and Procedures	41

PART II - OTHER INFORMATION		42

Item 1.	Legal Proceedings	42

Item 1A.	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 3.	Defaults Upon Senior Securities	42

Item 4.	Mine Safety Disclosures	42

Item 5.	Other Information	42

Item 6.	Exhibits	42

SIGNATURES		43

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2025 AND DECEMBER 31, 2024

(in thousands except per share amounts)

	June 30, 2025 (Unaudited)			December 31, 2024
- ASSETS -
Investment Property and Equipment
Land	$	89,588		$	88,037
Site and Land Improvements		1,008,884			970,053
Buildings and Improvements		45,647			44,782
Rental Homes and Accessories		596,115			566,242
Total Investment Property		1,740,234			1,669,114
Equipment and Vehicles		32,148			31,488
Total Investment Property and Equipment		1,772,382			1,700,602
Accumulated Depreciation		(502,132	)		(471,703	)
Net Investment Property and Equipment		1,270,250			1,228,899

Other Assets
Cash and Cash Equivalents		79,235			99,720
Marketable Securities at Fair Value		30,159			31,883
Inventory of Manufactured Homes		38,688			34,982
Notes and Other Receivables, net		97,639			91,668
Prepaid Expenses and Other Assets		16,420			14,261
Land Development Costs		62,057			33,868
Investment in Joint Ventures		29,574			28,447
Total Other Assets		353,772			334,829

TOTAL ASSETS	$	1,624,022		$	1,563,728

See Accompanying Notes to Consolidated Financial Statements

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS – CONTINUED

AS OF JUNE 30, 2025 AND DECEMBER 31, 2024

(in thousands except per share amounts)

	June 30, 2025 (Unaudited)			December 31, 2024
- LIABILITIES AND SHAREHOLDERS’ EQUITY -
LIABILITIES:
Mortgages Payable, net of unamortized debt issuance costs	$	530,193		$	485,540

Other Liabilities:
Accounts Payable		8,527			7,979
Loans Payable, net of unamortized debt issuance costs		27,639			28,279
Series A Bonds, net of unamortized debt issuance costs		101,327			100,903
Accrued Liabilities and Deposits		12,125			15,091
Tenant Security Deposits		10,453			10,027
Total Other Liabilities		160,071			162,279
Total Liabilities		690,264			647,819

Commitments and Contingencies		-			-

Shareholders’ Equity:
Series D – 6.375% Cumulative Redeemable Preferred Stock, $0.10 par value per share, 18,700 and 13,700 shares authorized as of June 30, 2025 and December 31, 2024 , respectively; 12,872 and 12,823 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		321,804			320,572
Common Stock - $0.10 par value per share, 183,714 and 163,714 shares authorized as of June 30, 2025 and December 31, 2024, respectively; 84,741 and 81,909 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		8,474			8,191
Excess Stock - $0.10 par value per share, 3,000 shares authorized; no shares issued or outstanding as of June 30, 2025 and December 31, 2024		-0-			-0-
Additional Paid-In Capital		627,068			610,630
Accumulated Deficit		(25,364	)		(25,364	)
Total UMH Properties, Inc. Shareholders’ Equity		931,982			914,029
Non-Controlling Interest in Consolidated Subsidiaries		1,776			1,880
Total Shareholders’ Equity		933,758			915,909

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,624,022		$	1,563,728

See Accompanying Notes to Consolidated Financial Statements

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2025 AND 2024

(in thousands except per share amounts)

	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
	THREE MONTHS ENDED						SIX MONTHS ENDED
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024

INCOME:
Rental and Related Income	$	56,165		$	51,494		$	110,739		$	101,823
Sales of Manufactured Homes		10,478			8,834			17,129			16,185
Total Income		66,643			60,328			127,868			118,008

EXPENSES:
Community Operating Expenses		23,047			21,595			46,076			42,692
Cost of Sales of Manufactured Homes		7,124			5,461			11,469			11,017
Selling Expenses		1,847			1,744			3,462			3,390
General and Administrative Expenses		6,256			5,506			12,255			10,874
Depreciation Expense		15,739			15,001			32,402			29,742
Total Expenses		54,013			49,307			105,664			97,715

OTHER INCOME (EXPENSE):
Interest Income		2,060			1,501			4,323			3,068
Dividend Income		375			362			749			722
Loss on Sales of Marketable Securities, net		-0-			(3,778	)		-0-			(3,778	)
Increase (Decrease) in Fair Value of Marketable Securities		(175	)		3,338			(1,737	)		(2,031	)
Other Income		252			205			429			364
Loss on Investment in Joint Ventures		(133	)		(87	)		(214	)		(224	)
Interest Expense		(7,368	)		(7,371	)		(13,302	)		(14,845	)
Total Other Income (Expense)		(4,989	)		(5,830	)		(9,752	)		(16,724	)

Income before Loss on Sales of Investment Property and Equipment		7,641			5,191			12,452			3,569
Loss on Sales of Investment Property and Equipment		(36	)		(10	)		(37	)		(13	)
Net Income		7,605			5,181			12,415			3,556
Preferred Dividends		(5,129	)		(4,712	)		(10,258	)		(9,385	)
Loss Attributable to Non-Controlling Interest		56			58			104			92
Net Income (Loss) Attributable to Common Shareholders	$	2,532		$	527		$	2,261		$	(5,737	)

Net Income (Loss) Attributable to Common Shareholders Per Share – Basic and Diluted	$	0.03		$	0.01		$	0.03		$	(0.08	)

Weighted Average Common Shares Outstanding:
Basic		83,974			71,418			83,233			70,291
Diluted		84,779			71,884			84,051			70,700

See Accompanying Notes to Consolidated Financial Statements

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2025 AND 2024

(in thousands)

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

Balance December 31, 2024		81,909	$	8,191	$	320,572

Common Stock Issued with the DRIP		152		16		-0-
Common Stock Issued through Restricted Stock Awards		224		22		-0-
Common Stock Issued through Stock Options		25		2		-0-
Common Stock Issued in connection with At-The-Market Offerings, net		515		52		-0-
Preferred Stock Issued in connection with At-The-Market Offerings, net		-0-		-0-		1,232
Distributions		-0-		-0-		-0-
Stock Compensation		-0-		-0-		-0-
Net Income (Loss)		-0-		-0-		-0-

Balance March 31, 2025		82,825		8,283		321,804

Common Stock Issued with the DRIP		136		13		-0-
Common Stock Issued through Restricted Stock Awards		9		1		-0-
Common Stock Issued through Stock Options		10		1		-0-
Common Stock Issued in connection with At-The-Market Offerings, net		1,761		176		-0-
Distributions		-0-		-0-		-0-
Stock Compensation Expense		-0-		-0-		-0-
Net Income (Loss)		-0-		-0-		-0-

Balance June 30, 2025		84,741	$	8,474	$	321,804

Balance December 31, 2023		67,978	$	6,798	$	290,180

Common Stock Issued with the DRIP		168		16		-0-
Common Stock Issued through Restricted Stock Awards		481		48		-0-
Common Stock Issued through Stock Options		179		18		-0-
Common Stock Issued in connection with At-The-Market Offerings, net		1,347		135		-0-
Preferred Stock Issued in connection with At-The-Market Offerings, net		-0-		-0-		4,855
Distributions		-0-		-0-		-0-
Stock Compensation		-0-		-0-		-0-
Net Loss		-0-		-0-		-0-

Balance March 31, 2024		70,153		7,015		295,035

Common Stock Issued with the DRIP		172		17		-0-
Common Stock Issued through Restricted Stock Awards		9		1		-0-
Common Stock Issued through Stock Options		31		3		-0-
Common Stock Issued in connection with At-The-Market Offerings, net		2,385		239		-0-
Preferred Stock Issued in connection with At-The-Market Offerings, net		-0-		-0-		722
Distributions		-0-		-0-		-0-
Stock Compensation Expense		-0-		-0-		-0-
Net Income (Loss)		-0-		-0-		-0-

Balance June 30, 2024		72,750	$	7,275	$	295,757

See Accompanying Notes to Consolidated Financial Statements

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2025 AND 2024

(in thousands)

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

Balance December 31, 2024	$	610,630		$	(25,364	)	$	1,880		$	915,909

Common Stock Issued with the DRIP		2,596			-0-			-0-			2,612
Common Stock Issued through Restricted Stock Awards		(22	)		-0-			-0-			-0-
Common Stock Issued through Stock Options		352			-0-			-0-			354
Common Stock Issued in connection with At-The-Market Offerings, net		9,185			-0-			-0-			9,237
Preferred Stock Issued in connection with At-The-Market Offerings, net		(250	)		-0-			-0-			982
Distributions		(18,000	)		(4,858	)		-0-			(22,858	)
Stock Compensation Expense		3,149			-0-			-0-			3,149
Net Income (Loss)		-0-			4,858			(48	)		4,810

Balance March 31, 2025		607,640			(25,364	)		1,832			914,195

Common Stock Issued with the DRIP		2,192			-0-			-0-			2,205
Common Stock Issued through Restricted Stock Awards		(1	)		-0-			-0-			-0-
Common Stock Issued through Stock Options		136			-0-			-0-			137
Common Stock Issued in connection with At-The-Market Offerings, net		30,152			-0-			-0-			30,328
Distributions		(16,402	)		(7,661	)		-0-			(24,063	)
Stock Compensation Expense		3,351			-0-			-0-			3,351
Net Income (Loss)		-0-			7,661			(56	)		7,605

Balance June 30, 2025	$	627,068		$	(25,364	)	$	1,776		$	933,758

Balance December 31, 2023	$	433,106		$	(25,364	)	$	2,074		$	706,794

Common Stock Issued with the DRIP		2,455			-0-			-0-			2,471
Common Stock Issued through Restricted Stock Awards		(48	)		-0-			-0-			-0-
Common Stock Issued through Stock Options		1,748			-0-			-0-			1,766
Common Stock Issued in connection with At-The-Market Offerings, net		20,260			-0-			-0-			20,395
Preferred Stock Issued in connection with At-The-Market Offerings, net		(456	)		-0-			-0-			4,399
Distributions		(20,479	)		1,591			-0-			(18,888	)
Stock Compensation Expense		1,845			-0-			-0-			1,845
Net Loss		-0-			(1,591	)		(34	)		(1,625	)

Balance March 31, 2024		438,431			(25,364	)		2,040			717,157
Balance		438,431			(25,364	)		2,040			717,157

Common Stock Issued with the DRIP		2,548			-0-			-0-			2,565
Common Stock Issued through Restricted Stock Awards		(1	)		-0-			-0-			-0-
Common Stock Issued through Stock Options		310			-0-			-0-			313
Common Stock Issued in connection with At-The-Market Offerings, net		35,844			-0-			-0-			36,083
Preferred Stock Issued in connection with At-The-Market Offerings, net		(63	)		-0-			-0-			659

SEC Form 10-Q filed by UMH Properties Inc.