UMH Properties : Other Report or Announcement

		UNITED STATES
		SECURITIES AND EXCHANGE COMMISSION
		Washington, D.C. 20549
		FORM 10-Q
( x )	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2024
( )	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	[phone]
	__________________________________________________________________________________________
		(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 PRD	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 X 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 X	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	____X__	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 X

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 May 1, 2024
Common Stock, $0.10 par value per share	70,404,159

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	UMH PROPERTIES, INC. AND SUBSIDIARIES
	FORM 10-Q
	FOR THE QUARTER ENDED MARCH 31, 2024
	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	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	38
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	39
SIGNATURES	41

2

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2024 AND DECEMBER 31, 2023

(in thousands except per share amounts)

	March 31, 2024		December 31, 2023
- ASSETS -	(Unaudited)
Investment Property and Equipment
Land	$ 86,497	$ 86,497
Site and Land Improvements	900,966	896,568
Buildings and Improvements	39,709	39,506
Rental Homes and Accessories	527,229		516,470
Total Investment Property	1,554,401	1,539,041
Equipment and Vehicles	29,560		29,126
Total Investment Property and Equipment	1,583,961	1,568,167
Accumulated Depreciation	(430,020)		(416,309)
Net Investment Property and Equipment	1,153,941	1,151,858
Other Assets
Cash and Cash Equivalents	39,865	57,320
Marketable Securities at Fair Value	29,143	34,506
Inventory of Manufactured Homes	29,219	32,940
Notes and Other Receivables, net	82,772	81,071
Prepaid Expenses and Other Assets	14,508	11,729
Land Development Costs	42,075	33,302
Investment in Joint Venture	24,916		24,851
Total Other Assets	262,498		275,719
TOTAL ASSETS	$ 1,416,439		$ 1,427,577

See Accompanying Notes to Consolidated Financial Statements

3

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS - CONTINUED AS OF MARCH 31, 2024 AND DECEMBER 31, 2023 (in thousands except per share amounts)

		March 31, 2024		December 31, 2023
- LIABILITIES AND SHAREHOLDERS' EQUITY -	(Unaudited)
LIABILITIES:
Mortgages Payable, net of unamortized debt issuance costs	$ 493,767	$ 496,483
Other Liabilities:
Accounts Payable	5,754	6,106
Loans Payable, net of unamortized debt issuance costs	77,547	93,479
Series A Bonds, net of unamortized debt issuance costs	100,267	100,055
Accrued Liabilities and Deposits	12,221	15,117
Tenant Security Deposits	9,726		9,543
Total Other Liabilities	205,515		224,300
Total Liabilities	699,282	720,783
Commitments and Contingencies
Shareholders' Equity:
Series D - 6.375% Cumulative Redeemable Preferred
Stock, $0.10 par value per share, 13,700 shares authorized as
of March 31, 2024 and December 31, 2023; 11,801 and
11,607 shares issued and outstanding as of March 31, 2024
and December 31, 2023, respectively	295,035	290,180
Common Stock - $0.10 par value per share, 153,714 shares
authorized as of March 31, 2024 and December 31, 2023;
70,153 and 67,978 shares issued and outstanding as of March
31, 2024 and December 31, 2023, respectively	7,015	6,798
Excess Stock - $0.10 par value per share, 3,000 shares
authorized; no shares issued or outstanding as of March 31,
2024 and December 31, 2023	-0-	-0-
Additional Paid-In Capital	438,431	433,106
Accumulated Deficit	(25,364)		(25,364)
Total UMH Properties, Inc. Shareholders' Equity	715,117	704,720
Non-Controlling Interest in Consolidated Subsidiaries	2,040		2,074
Total Shareholders' Equity	717,157		706,794
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$ 1,416,439		$ 1,427,577

See Accompanying Notes to Consolidated Financial Statements

4

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

FOR THE THREE MONTHS ENDED

MARCH 31, 2024 AND 2023

(in thousands except per share amounts)

			THREE MONTHS ENDED
		March 31, 2024				March 31, 2023
INCOME:
Rental and Related Income	$50,329	$45,305
Sales of Manufactured Homes	7,351		7,302
Total Income	57,680	52,607
EXPENSES:
Community Operating Expenses	21,097	20,088
Cost of Sales of Manufactured Homes	5,556	4,985
Selling Expenses	1,646	1,812
General and Administrative Expenses	5,368	4,982
Depreciation Expense	14,741		13,373
Total Expenses	48,408	45,240
OTHER INCOME (EXPENSE):
Interest Income	1,567	1,138
Dividend Income	360	706
Loss on Sales of Marketable Securities, net	-0-	(42)
Decrease in Fair Value of Marketable Securities	(5,369)	(2,395)
Other Income	159	328
Loss on Investment in Joint Venture	(137)	(305)
Interest Expense	(7,474)		(8,330)
Total Other Income (Expense)	(10,894)	(8,900)
Loss before Gain (Loss) on Sales of Investment Property and
Equipment	(1,622)	(1,533)
Gain (Loss) on Sales of Investment Property and Equipment	(3)		32
Net Loss	(1,625)	(1,501)
Preferred Dividends	(4,673)	(3,836)
Loss Attributable to Non-Controlling Interest	34		40
Net Loss Attributable to Common Shareholders	$(6,264)	$(5,297)
Net Loss Attributable to Common Shareholders
Per Share - Basic and Diluted	$(0.09)	$(0.09)
Weighted Average Common Shares Outstanding:
Basic and Diluted		69,130			59,085

See Accompanying Notes to Consolidated Financial Statements

5

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED

MARCH 31, 2024 AND 2023

(in thousands)

	Common Stock		Preferred
	Issued and Outstanding		Stock
	Number		Amount		Series D
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

Balance December 31, 2022	57,595	$5,760	$225,379
Common Stock Issued with the DRIP	164	15	-0-
Common Stock Issued through Restricted Stock Awards	140	14	-0-
Common Stock Issued through Stock Options	14	1	-0-
Common Stock Issued in connection with At-The-Market Offerings, net	2,071	208	-0-
Preferred Stock Issued in connection with At-The-Market Offerings, net	-0-	-0-	21,858
Distributions	-0-	-0-	-0-
Stock Compensation	-0-	-0-	-0-
Net Loss	-0-		-0-		-0-
Balance March 31, 2023	59,984		$5,998		$247,237

See Accompanying Notes to Consolidated Financial Statements

6

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED

MARCH 31, 2024 AND 2023

(in thousands)

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

See Accompanying Notes to Consolidated Financial Statements

7

UMH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED

MARCH 31, 2024 AND 2023

(in thousands)

		THREE MONTHS ENDED
		March 31, 2024		March 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$(1,625)	$(1,501)
Non-Cash items included in Net Loss:
Depreciation	14,741	13,373
Amortization of Financing Costs	556	518
Stock Compensation Expense	1,354	1,528
Provision for Uncollectible Notes and Other Receivables	463	358
Loss on Sales of Marketable Securities, net	-0-	42
Decrease in Fair Value of Marketable Securities	5,369	2,395
(Gain) Loss on Sales of Investment Property and Equipment	3	(32)
Loss on Investment in Joint Venture	244	349
Changes in Operating Assets and Liabilities:
Inventory of Manufactured Homes	3,721	126
Notes and Other Receivables, net of notes acquired with acquisitions	(2,164)	(3,232)
Prepaid Expenses and Other Assets	(549)	3,606
Accounts Payable	(352)	(367)
Accrued Liabilities and Deposits	(2,896)	(4,111)
Tenant Security Deposits	183		237
Net Cash Provided by Operating Activities	19,048	13,289
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Manufactured Home Communities	-0-	(3,679)
Purchase of Investment Property and Equipment	(17,861)	(26,767)
Proceeds from Sales of Investment Property and Equipment	1,034	632
Additions to Land Development Costs	(8,282)	(5,493)
Purchase of Marketable Securities	(6)	(6)
Proceeds from Sales of Marketable Securities	-0-	462
Investment in Joint Venture	(309)		(5,693)
Net Cash Used in Investing Activities	(25,424)	(40,544)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Proceeds (Payments) from Short-Term Borrowings	(16,044)	37,984
Principal Payments of Mortgages and Loans	(2,946)	(48,214)
Financing Costs on Debt	(2)	(501)
Proceeds from At-The-Market Preferred Equity Program, net of offering costs	4,399	19,291
Proceeds from At-The-Market Common Equity Program, net of offering costs	20,395	34,288
Proceeds from Issuance of Common Stock in the DRIP,	1,759	1,862
net of dividend reinvestments
Proceeds from Exercise of Stock Options	1,766	137
Preferred Dividends Paid	(4,673)	(3,836)
Common Dividends Paid, net of dividend reinvestments	(13,503)		(11,571)
Net Cash Provided by (Used in) Financing Activities	(8,849)		29,440
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	(15,225)	2,185
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	64,437		40,876
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF	$49,212		$43,061
PERIOD

See Accompanying Notes to Consolidated Financial Statements

8

UMH PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024 (UNAUDITED)

NOTE 1 - ORGANIZATION AND ACCOUNTING POLICIES

UMH Properties, Inc., a Maryland corporation, and its subsidiaries ("we", "our", "us" or "the Company") operates as a real estate investment trust ("REIT") deriving its income primarily from real estate rental operations. The Company owns and operates 136 manufactured home communities containing approximately 25,800 developed homesites, including the Countryside Village expansion (Duck River Estates) in Tennessee, which is now considered a separate community, and two communities acquired through the Company's qualified opportunity zone fund (See Note 5). These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina and Georgia. The Company also has an ownership interest in and operates two communities in Florida through its joint venture with Nuveen Real Estate. In November 2023, the Company expanded its joint venture relationship with Nuveen Real Estate and formed a new joint venture entity for the development of a new manufactured housing community located in Honey Brook, Pennsylvania. The community, once complete, will contain 113 manufactured home sites situated on approximately 61 acres. The Company, through its wholly-owned taxable subsidiary, UMH Sales and Finance, Inc. ("S&F"), sells manufactured homes to residents and prospective residents in our communities. Inherent in the operations of manufactured home communities are site vacancies. S&F was established to fill these vacancies and enhance the value of the communities. The Company holds a 77% controlling interest in an opportunity zone fund which it created to acquire, develop and redevelop manufactured housing communities located in areas designated as Qualified Opportunity Zones by the U.S. Treasury Department to encourage long- term investment in economically distressed areas. The consolidated financial statements of the Company include S&F and all of its other wholly-owned subsidiaries and its qualified opportunity zone fund. All intercompany transactions and balances have been eliminated in consolidation.

The Company has elected to be taxed as a REIT under Sections 856-860 of the Internal Revenue Code (the "Code") and intends to maintain its qualification as a REIT in the future. As a qualified REIT, with limited exceptions, the Company will not be taxed under federal and certain state income tax laws at the corporate level on taxable income that it distributes to its shareholders. For special tax provisions applicable to REITs, refer to Sections 856-860 of the Code. The Company is subject to franchise taxes in some of the states in which the Company owns property.

The interim consolidated financial statements furnished herein have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") applicable to interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2024 are not

9

necessarily indicative of the results that may be expected for the year ending December 31, 2024. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2023.

Use of Estimates

In preparing the consolidated financial statements in accordance with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as contingent assets and liabilities as of the dates of the consolidated balance sheets and revenue and expenses for the years then ended. These estimates and assumptions include the allowance for doubtful accounts, valuation of inventory, depreciation, valuation of securities, accounting for land development, reserves and accruals, and stock compensation expense. Actual results could differ from these estimates and assumptions.

Reclassifications

Certain amounts in the financial statements for the prior periods have been reclassified to conform to the statement presentation for the current periods.

Investment in Joint Venture

The Company accounts for its investment in entities formed under its joint venture with Nuveen Real Estate under the equity method of accounting in accordance with ASC 323, Investments - Equity Method and Joint Ventures. The Company has the ability to exercise significant influence, but not control, over the operating and financial decisions of the joint venture entities. Under the equity method of accounting, the cost of an investment is adjusted for the Company's share of the equity in net income or loss from the date of acquisition, reduced by distributions received and increased by contributions made. The income or loss is allocated in accordance with the provisions of the operating agreement. The carrying value of the investment in the joint venture is reviewed for other than temporary impairment whenever events or changes in circumstances indicate a possible impairment. Financial condition, operational performance, and other economic trends are among the factors that are considered in evaluation of the existence of impairment indicators (See Note 4).

Leases

The Company accounts for its leases under ASC 842, "Leases." Our primary source of revenue is generated from lease agreements for our sites and homes, where we are the lessor. These leases are generally for one-year or month-to-month terms and renewable by mutual agreement from us and the resident, or in some cases, as provided by jurisdictional statute.

The Company is the lessee in other arrangements, primarily for our corporate office and a ground lease at one community. As of March 31, 2024, the right-of-use assets and corresponding lease liabilities of $3.2 million are included in prepaid expenses and other assets and accrued liabilities and deposits on the consolidated balance sheets.

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