Form 8-K
8-K — UMH PROPERTIES, INC.
Accession: 0001493152-26-036197
Filed: 2026-08-05
Period: 2026-08-05
CIK: 0000752642
SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-99.1 (ex99-1.htm)
EX-99.2 (ex99-2.htm)
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2026-08-05
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2026-08-05
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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): August 5, 2026
UMH
Properties, Inc.
(Exact
name of registrant as specified in its charter)
Maryland
001-12690
22-1890929
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS
Employer
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, $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 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
August 5, 2026, UMH Properties, Inc. issued a press release announcing the results for the second quarter June 30, 2026 and disclosed
a supplemental information package in connection with its earnings conference call for the second quarter June 30, 2026. A copy of the
supplemental information package and press release is furnished with this report as Exhibit 99.1 and Exhibit 99.2 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 or increase rental rates and occupancy levels;
● changes
in market rates of interest;
● inflation
and increases in costs, including personnel, insurance 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;
● 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;
2
● our
ability to maintain internal controls and processes to ensure all transactions are accounted
for properly, all relevant disclosures and filings are made in a timely manner 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;
● our
ability to qualify as a real estate investment trust for federal income tax purposes;
● litigation,
judgments or settlements, including costs associated with prosecuting or defending claims
and any adverse outcomes;
● changes
in real estate and zoning laws and regulations;
● legislative
or regulatory changes, including changes to laws governing the taxation of REITs;
● risks
and uncertainties related to pandemics or other highly infectious or contagious diseases.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
99.1
Press Release dated August 5, 2026
99.2
Supplemental information package for the second quarter June 30, 2026
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: August 5, 2026
By:
/s/
Kevin S. Miller
Name:
Kevin S. Miller
Title:
Executive Vice President and
Chief Financial Officer
4
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 2
Exhibit
99.1
UMH
PROPERTIES, INC.
Juniper
Business Plaza
3499
Route 9 North, Suite 3-C
Freehold,
NJ 07728
(732)
577-9997
Fax:
(732) 577-9980
FOR
IMMEDIATE RELEASE
August
5, 2026
Contact:
Nelli Madden
732-577-9997
UMH
PROPERTIES, INC. REPORTS RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2026
FREEHOLD,
NJ, August 5, 2026........ UMH Properties, Inc. (NYSE:UMH) (TASE:UMH) reported Total Income for the quarter ended June 30, 2026 of
$71.6 million as compared to $66.6 million for the quarter ended June 30, 2025, representing an increase of 7%. Net Income Attributable
to Common Shareholders amounted to $4.4 million or $0.05 per diluted share for the quarter ended June 30, 2026 as compared to Net Income
Attributable to Common Shareholders of $2.5 million or $0.03 per diluted share for the quarter ended June 30, 2025, representing a 75%
increase and by a 67% increase on a per diluted share basis. Normalized Funds from Operations Attributable to Common Shareholders
(“Normalized FFO”), was $21.5 million or $0.25 per diluted share for the quarter ended June 30, 2026, as compared to $19.5
million or $0.23 per diluted share for the quarter ended June 30, 2025, representing an 11% increase and by a 9% increase on a
per diluted share basis.
A
summary of significant financial information for the three and six months ended June 30, 2026 and 2025 is as follows (in thousands
except per share amounts):
For the Three Months Ended
June 30,
2026
2025
Total Income
$ 71,640
$ 66,643
Total Expenses
$ 58,189
$ 54,013
Net Income Attributable to Common Shareholders
$ 4,419
$ 2,532
Net Income Attributable to Common Shareholders per Diluted Common Share
$ 0.05
$ 0.03
FFO (1)
$ 19,659
$ 18,703
FFO (1) per Diluted Common Share
$ 0.23
$ 0.22
Normalized FFO (1)
$ 21,517
$ 19,452
Normalized FFO (1) per Diluted Common Share
$ 0.25
$ 0.23
Basic Weighted Average Shares Outstanding
85,201
83,974
Diluted Weighted Average Shares Outstanding
85,581
84,779
P
a g e | 2
Six Months Ended
June 30,
2026
2025
Total Income
$ 137,478
$ 127,868
Total Expenses
$ 112,512
$ 105,664
Net Income Attributable to Common Shareholders
$ 6,999
$ 2,261
Net Income Attributable to Common Shareholders per Diluted Common Share
$ 0.08
$ 0.03
FFO (1)
$ 37,799
$ 36,875
FFO (1) per Diluted Common Share
$ 0.44
$ 0.44
Normalized FFO (1)
$ 40,873
$ 38,272
Normalized FFO (1) per Diluted Common Share
$ 0.48
$ 0.46
Basic Weighted Average Shares Outstanding
85,094
83,233
Diluted Weighted Average Shares Outstanding
85,478
84,051
A
summary of significant balance sheet information as of June 30, 2026 and December 31, 2025 is as follows (in thousands):
June
30, 2026
December
31, 2025
Gross Real Estate Investments
$ 1,921,158
$ 1,869,390
Marketable Securities at Fair Value
$ 29,665
$ 23,758
Total Assets
$ 1,712,923
$ 1,699,036
Mortgages Payable, net
$ 545,374
$ 556,129
Loans Payable, net
$ 65,777
$ 27,696
Series A Bond Payable, net
$ 102,175
$ 101,751
Series B Bond Payable, net
$ 76,160
$ 75,651
Total Shareholders’ Equity
$ 891,888
$ 907,196
Samuel
A. Landy, President and CEO, commented on the results of the second quarter of 2026.
“We
are pleased to announce another solid quarter of operating results. During the quarter, we:
● Increased
Net Income Attributable to Common Shareholders by 75% and by 67% on a per diluted share basis;
● Increased
Rental and Related Income by 9%;
● Increased
Sales of Manufactured Homes by 10%, including sales at Honey Ridge;
● Increased
Community Net Operating Income (“NOI”) by 8%;
● Increased
Normalized Funds from Operations (“Normalized FFO”) by 11% and by 9% on a per
diluted share basis;
● Increased
Same Property Community NOI by 9%;
P
a g e | 3
● Increased
Same Property Occupancy by 110 basis points from 88.3% to 89.4%;
● Improved
our Same Property expense ratio by 40 basis points from 38.5% in the second quarter of 2025
to 38.1% at quarter end;
● Expanded
and extended our existing unsecured revolving credit facility, increasing the available borrowings
and reducing interest costs; and
● Issued
and sold approximately 353,000 shares of Series D Preferred Stock through our At-the-Market
Sale Program at a weighted average price of $21.61 per share, generating gross proceeds of
$7.6 million and net proceeds of $7.2 million, after offering expenses.”
Samuel
A. Landy, President and CEO, commented, “UMH Properties continues to deliver strong operational and financial performance. Normalized
FFO per share for the second quarter of 2026 was $0.25 as compared to $0.23 per share last year, representing an increase of approximately
9%. This earnings growth was the result of our years of hard work investing in and growing the company. This quarter was highlighted
by continued occupancy and associated revenue growth and a new quarterly sales record.”
“Our
communities continue to experience strong demand which is being translated into increased sales profitability, growing occupancy and
improving community operating results. During the quarter, sales of manufactured homes, including Honey Ridge, increased to $11.5 million
as compared to $10.5 million last year, representing an increase of approximately 10%. Our sales pipeline remains solid and we anticipate
continued sales growth throughout the remainder of the year. Our same property operating results continue to highlight the strength of
our long-term business plan and the quality and desirability of our communities. During the quarter, same property income increased by
8.1% driving same property NOI growth of 8.8%. Additionally, same property occupancy improved by 437 units over last year.”
“We
continue to make progress building a strong and stable business with growing revenue and additional future growth opportunities. With
approximately 3,200 vacant sites and 2,400 acres of vacant land, we can continue to grow revenue and earnings organically for the foreseeable
future.”
“We
are well-positioned with a strong balance sheet to execute on our growth initiatives which should result in per share earnings growth
going forward. We are reiterating our current guidance range of $0.98 - $1.04 (3) per diluted share. We remain confident in hitting the
midpoint of our guidance range.”
P
a g e | 4
UMH
Properties, Inc. will host its Second Quarter 2026 Financial Results Webcast and Conference Call. Senior management will discuss the
results, current market conditions and future outlook on Thursday, August 6, 2026, at 10:00 a.m. Eastern Time.
The
Company’s 2026 second 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 877-513-1898 (domestically) or 412-902-4147
(internationally).
The
replay of the conference call will be available at 12:00 p.m. Eastern Time on Thursday, August 6, 2026, and can be
accessed by dialing toll free 855-669-9658 (domestically) and 412-317-0088 (internationally) and entering the passcode 4174590. 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 currently owns and operates 145 manufactured home communities
containing approximately 27,100 developed homesites, of which contain 11,200 contain rental homes, and over 1,000 self-storage units.
These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina,
Florida and Georgia. Included in the 145 communities are two communities in Florida, containing 363 sites, and one community in Pennsylvania,
containing 113 sites, that UMH has an ownership interest in and operates through its joint ventures 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.
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 certain 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.
P
a g e | 5
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. FFO and Normalized FFO, as calculated by the Company, may not be comparable
to similarly titled measures reported by other REITs.
The
diluted weighted shares outstanding used in the calculation of FFO per Diluted Common Share and Normalized FFO per Diluted Common Share
were 85.6 million and 85.5 million shares for the three and six months ended June 30, 2026, respectively, and 84.8 million and 84.1 million
shares for the three and six months ended June 30, 2025, respectively. Common stock equivalents resulting from employee stock options
to purchase 6.9 million shares of common stock amounted to 380,000 shares and 384,000 shares, respectively, for
the three and six months ended June 30, 2026, were included in the computation of Diluted Net Income per Share. Common stock equivalents
resulting from employee stock options to purchase 6.3 million shares of common stock amounted to 805,000 shares and 818,000 shares, respectively,
for the three and six months ended June 30, 2025, were included in the computation of Diluted Net Income per Share.
The
reconciliation of the Company’s U.S. GAAP net income to the Company’s FFO and Normalized FFO for the three and six months
ended June 30, 2026 and 2025 are calculated as follows (in thousands):
Three Months Ended
Six Months Ended
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Net Income Attributable to Common Shareholders
$ 4,419
$ 2,532
$ 6,999
$ 2,261
Depreciation Expense
18,267
15,739
36,243
32,402
Depreciation Expense from Unconsolidated Joint Venture
248
221
494
438
(Gain) Loss on Sales of Investment Property and Equipment
(48 )
36
(45 )
37
(Increase) Decrease in Fair Value of Marketable Securities
(3,227 )
175
(42,310 )
1,737
Loss on Sales of Marketable Securities, net
-0-
-0-
36,418
-0-
FFO Attributable to Common Shareholders
19,659
18,703
37,799
36,875
Amortization of Financing Costs
1,182
647
2,063
1,246
Non-Recurring Other Expense (2)
676
102
1,011
151
Normalized FFO Attributable to Common Shareholders
$ 21,517
$ 19,452
$ 40,873
$ 38,272
(2) Consists
of one-time legal fees and professional fees ($593 and $863, respectively) and employee transition
pay ($83 and $148, respectively) for the three and six months ended June 30, 2026. Consists
of one-time legal and professional fees for the three and six months ended June 30, 2025.
The
following are the cash flows provided by (used in) operating, investing and financing activities for the six months ended June 30, 2026
and 2025 (in thousands):
2026
2025
Operating Activities
$ 45,632
$ 37,195
Investing Activities
(78,886 )
(100,648 )
Financing Activities
(9,128 )
42,125
(3) The
following table reconciles Net Income Attributable to Common Shareholders per share –
fully diluted guidance to FFO Attributable to Common Shareholders per share - fully diluted
guidance and Normalized FFO Attributable to Common Shareholders per share - fully diluted
guidance:
Full Year Guidance 2026
Net Income Attributable to Common Shareholders per share – fully diluted
$0.07-$0.13
Depreciation
$ 0.85
FFO Attributable to Common Shareholders per share - fully diluted
$0.92-$0.98
Amortization of Financing Costs and Non- Recurring Other Expenses
$ 0.06
Normalized FFO Attributable to Common Shareholders per share - fully diluted
$0.98-$1.04
EX-99.2
EX-99.2
Filename: ex99-2.htm · Sequence: 3
Exhibit
99.2
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 excluding Non-Recurring Other Expense and Net Income 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
Acquisitions
Summary and Property Portfolio
14
Definitions
15
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. | Second Quarter FY 2026 Supplemental Information 2
Financial
Highlights
(dollars
in thousands except per share amounts) (unaudited)
Three
Months Ended
Six
Months Ended
June
30, 2026
June
30, 2025
June
30, 2026
June
30, 2025
Operating
Information
Number of Communities (1)
145
144
Total Sites (1)
27,104
26,821
Rental and Related Income
$ 61,086
$ 56,165
$ 120,555
$ 110,739
Community Operating Expenses
(2)
$ 25,106
$ 23,004
$ 50,342
$ 46,015
Community NOI (2)
$ 35,980
$ 33,161
$ 70,213
$ 64,724
Expense Ratio
41.1 %
41.0 %
41.8 %
41.6 %
Sales of Manufactured Homes
$ 10,554
$ 10,478
$ 16,923
$ 17,129
Number of Homes Sold
101
102
174
173
Number of Rentals Added, net
59
128
180
237
Net Income
$ 9,532
$ 7,605
$ 17,221
$ 12,415
Net Income Attributable to Common Shareholders
$ 4,419
$ 2,532
$ 6,999
$ 2,261
Adjusted EBITDA excluding Non-Recurring Other
Expense
$ 35,316
$ 31,360
$ 68,142
$ 60,745
FFO Attributable to Common Shareholders
$ 19,659
$ 18,703
$ 37,799
$ 36,875
Normalized FFO Attributable to Common Shareholders
$ 21,517
$ 19,452
$ 40,873
$ 38,272
Shares Outstanding
and Per Share Data
Weighted Average Shares Outstanding
Basic
85,201
83,974
85,094
83,233
Diluted
85,581
84,779
85,478
84,051
Net Income Attributable to Shareholders per
Share-
Basic and Diluted
$ 0.05
$ 0.03
$ 0.08
$ 0.03
FFO per Share- (3)
Basic and Diluted
$ 0.23
$ 0.22
$ 0.44
$ 0.44
Normalized FFO per Share-
(3)
Basic and Diluted
$ 0.25
$ 0.23
$ 0.48
$ 0.46
Dividends per Common Share
$ 0.225
$ 0.225
$ 0.45
$ 0.44
Balance
Sheet
Total Assets
$ 1,712,923
$ 1,624,022
Total Liabilities
$ 821,035
$ 690,264
Market
Capitalization
Total Debt, Net of Unamortized Debt Issuance
Costs
$ 789,486
$ 659,159
Equity Market Capitalization
$ 1,291,544
$ 1,422,807
Series D Preferred Stock
$ 333,386
$ 321,804
Total Market Capitalization
$ 2,414,416
$ 2,403,770
(1) Includes
Sebring Square, Rum Runner and Honey Ridge, three communities owned in joint ventures with
Nuveen Real Estate in which the company has a 40% interest.
(2) Excludes
non-recurring legal and professional fees of $152 and $228 for the three and six months ended
June 30, 2026, respectively, and $43 and $61 for the three and six months ended June 30,
2025, respectively.
(3) Please
see Definitions on page 15.
UMH Properties, Inc. | Second Quarter FY 2026 Supplemental Information 3
Consolidated
Balance Sheets
(in
thousands except per share amounts)
June 30, 2026
December 31, 2025
(unaudited)
ASSETS
Investment Property and
Equipment
Land
$ 93,361
$ 92,824
Site and Land Improvements
1,110,686
1,093,424
Buildings and Improvements
52,583
51,524
Rental Homes and Accessories
664,528
631,618
Total Investment Property
1,921,158
1,869,390
Equipment and Vehicles
37,214
35,889
Total Investment Property
and Equipment
1,958,372
1,905,279
Accumulated Depreciation
(567,712 )
(533,864 )
Net
Investment Property and Equipment
1,390,660
1,371,415
Other Assets
Cash and Cash Equivalents
28,622
72,100
Marketable Securities at Fair Value
29,665
23,758
Inventory of Manufactured Homes
41,673
42,370
Notes and Other Receivables, net
110,506
104,587
Prepaid Expenses and Other Assets
16,951
13,778
Land Development Costs
63,447
39,898
Investment in Joint
Ventures
31,399
31,130
Total
Other Assets
322,263
327,621
TOTAL
ASSETS
$ 1,712,923
$ 1,699,036
LIABILITIES AND SHAREHOLDERS’
EQUITY
Liabilities
Mortgages Payable,
net of unamortized debt issuance costs
$ 545,374
$ 556,129
Other Liabilities
Accounts Payable
7,911
5,663
Loans Payable, net of unamortized debt issuance
costs
65,777
27,696
Series A Bonds, net of unamortized debt
issuance costs
102,175
101,751
Series B Bonds, net of unamortized debt
issuance costs
76,160
75,651
Accrued Liabilities and Deposits
12,240
14,115
Tenant Security Deposits
11,398
10,835
Total
Other Liabilities
275,661
235,711
Total
Liabilities
821,035
791,840
COMMITMENTS AND CONTINGENCIES
Shareholders’ Equity:
Series D- 6.375% Cumulative Redeemable Preferred
Stock, $0.10 par value per share: 18,700 shares authorized as of June 30, 2026 and December 31, 2025; 13,335 and 12,916 shares issued
and outstanding as of June 30, 2026 and December 31, 2025, respectively
333,386
322,899
Common Stock- $0.10 par value per share:
183,714 shares authorized as of June 30, 2026 and December 31, 2025; 85,307 and 84,850 shares issued and outstanding as of June 30,
2026 and December 31, 2025, respectively
8,531
8,485
Excess Stock- $0.10 par value per share:
3,000 shares authorized; no shares issued or outstanding as of June 30, 2026 and December 31, 2025
-0-
-0-
Additional Paid-In Capital
573,810
599,520
Accumulated Deficit
(25,364 )
(25,364 )
Total
UMH Properties, Inc. Shareholders’ Equity
890,363
905,540
Non-Controlling Interest
in Consolidated Subsidiaries
1,525
1,656
Total
Shareholders’ Equity
891,888
907,196
TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY
$ 1,712,923
$ 1,699,036
UMH Properties, Inc. | Second Quarter FY 2026 Supplemental Information 4
Consolidated
Statements of Income (Loss)
(in
thousands except per share amounts) (unaudited)
Three
Months Ended
Six
Months Ended
June
30, 2026
June
30, 2025
June
30, 2026
June
30, 2025
INCOME:
Rental and Related Income
$ 61,086
$ 56,165
$ 120,555
$ 110,739
Sales of Manufactured
Homes
10,554
10,478
16,923
17,129
TOTAL
INCOME
71,640
66,643
137,478
127,868
EXPENSES:
Community Operating Expenses
25,258
23,047
50,570
46,076
Cost of Sales of Manufactured Homes
6,807
7,124
10,883
11,469
Selling Expenses
2,337
1,847
4,204
3,462
General and Administrative Expenses
5,520
6,256
10,612
12,255
Depreciation Expense
18,267
15,739
36,243
32,402
TOTAL
EXPENSES
58,189
54,013
112,512
105,664
OTHER INCOME (EXPENSE):
Interest Income
1,963
2,060
4,137
4,323
Dividend Income
301
375
603
749
Loss on Sales of Marketable Securities, net
-0-
-0-
(36,418 )
-0-
Increase (Decrease) in Fair Value of Marketable
Securities
3,227
(175 )
42,310
(1,737 )
Other Income
236
252
431
429
Loss on Investment in Joint Ventures
(24 )
(133 )
(88 )
(214 )
Interest Expense, including
Amortization of Financing Costs
(9,670 )
(7,368 )
(18,765 )
(13,302 )
TOTAL
OTHER INCOME (EXPENSE)
(3,967 )
(4,989 )
(7,790 )
(9,752 )
Income before Gain (Loss) on Sales of Investment
Property and Equipment
9,484
7,641
17,176
12,452
Gain (Loss) on Sales of
Investment Property and Equipment
48
(36 )
45
(37 )
NET INCOME
9,532
7,605
17,221
12,415
Preferred Dividends
(5,180 )
(5,129 )
(10,353 )
(10,258 )
Loss Attributable to Non-Controlling
Interest
67
56
131
104
NET
INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
$ 4,419
$ 2,532
$ 6,999
$ 2,261
NET INCOME ATTRIBUTABLE
TO COMMON SHAREHOLDERS PER SHARE –
Basic and Diluted
$ 0.05
$ 0.03
$ 0.08
$ 0.03
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic
85,201
83,974
85,094
83,233
Diluted
85,581
84,779
85,478
84,051
UMH Properties, Inc. | Second Quarter FY 2026 Supplemental Information 5
Consolidated
Statements of Cash Flows
(in thousands) (unaudited)
Six
Months Ended
June
30, 2026
June
30, 2025
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income
$ 17,221
$ 12,415
Non-Cash Items Included in Net Income:
Depreciation
36,243
32,402
Amortization of Financing
Costs
2,063
1,246
Stock Compensation Expense
2,124
3,619
Provision for Uncollectible
Notes and Other Receivables
976
845
Loss on Sales of Marketable
Securities, net
36,418
-0-
(Increase) Decrease in
Fair Value of Marketable Securities
(42,310 )
1,737
(Gain) Loss on Sales of
Investment Property and Equipment
(45 )
37
Loss on Investment in Joint
Ventures
281
410
Changes in Operating Assets and Liabilities:
Inventory of Manufactured
Homes
697
(3,706 )
Notes and Other Receivables
(6,895 )
(6,816 )
Prepaid Expenses and Other
Assets
(2,077 )
(3,002 )
Accounts Payable
2,248
548
Accrued Liabilities and
Deposits
(1,875 )
(2,966 )
Tenant
Security Deposits
563
426
Net
Cash Provided by Operating Activities
45,632
37,195
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Manufactured
Home Communities
-0-
(25,367 )
Purchase of Investment
Property and Equipment
(57,908 )
(50,494 )
Proceeds from Sales of
Investment Property and Equipment
2,465
2,072
Additions to Land Development
Costs
(22,877 )
(25,308 )
Purchase of Marketable
Securities through automatic reinvestments
(15 )
(13 )
Investment
in Joint Ventures
(551 )
(1,538 )
Net
Cash Used in Investing Activities
(78,886 )
(100,648 )
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from Mortgages
-0-
101,392
Net Proceeds (Payments)
from Short-Term Borrowings
39,407
(928 )
Principal Payments of Mortgages
and Loans
(11,257 )
(55,194 )
Financing Costs on Debt
(1,953 )
(2,079 )
Proceeds from At-The-Market
Preferred Equity Program, net of offering costs
8,648
982
Proceeds from At-The-Market
Common Equity Program, net of offering costs
-0-
39,565
Proceeds from Issuance
of Common Stock in the DRIP, net of dividend reinvestments
2,611
3,131
Proceeds from Exercise
of Stock Options
97
491
Preferred Dividends Paid
(10,353 )
(10,258 )
Common
Dividends Paid, net of dividend reinvestments
(36,328 )
(34,977 )
Net
Cash (Used In) Provided by Financing Activities
(9,128 )
42,125
NET DECREASE IN CASH, CASH
EQUIVALENTS AND RESTRICTED CASH
(42,382 )
(21,328 )
CASH,
CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD
80,926
108,811
CASH,
CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
$ 38,544
$ 87,483
UMH Properties, Inc. | Second Quarter FY 2026 Supplemental Information 6
Reconciliation
of Net Income to Adjusted EBITDA and Net Income Attributable to
Common Shareholders to FFO and Normalized FFO
(in
thousands) (unaudited)
Three
Months Ended
Six
Months Ended
June
30, 2026
June
30, 2025
June
30, 2026
June
30, 2025
Reconciliation of Net Income to Adjusted EBITDA
Net Income
$ 9,532
$ 7,605
$ 17,221
$ 12,415
Interest Expense, including Amortization of
Financing Costs
9,670
7,368
18,765
13,302
Franchise Taxes
150
150
300
300
Depreciation Expense
18,267
15,739
36,243
32,402
Depreciation Expense from Unconsolidated Joint
Venture
248
221
494
438
(Increase) Decrease in Fair Value of Marketable
Securities
(3,227 )
175
(42,310 )
1,737
Loss on Sales of Marketable
Securities, net
-0-
-0-
36,418
-0-
Adjusted EBITDA
34,640
31,258
67,131
60,594
Non-
Recurring Other Expense (1)
676
102
1,011
151
Adjusted
EBITDA without Non-recurring Other Expense
$ 35,316
$ 31,360
$ 68,142
$ 60,745
Reconciliation of Net Income Attributable to Common Shareholders to Funds from Operations
Net Income Attributable to Common Shareholders
$ 4,419
$ 2,532
$ 6,999
$ 2,261
Depreciation Expense
18,267
15,739
36,243
32,402
Depreciation Expense from Unconsolidated Joint
Venture
248
221
494
438
(Gain) Loss on Sales of Investment Property
and Equipment
(48 )
36
(45 )
37
(Increase) Decrease in Fair Value of Marketable
Securities
(3,227 )
175
(42,310 )
1,737
Loss on Sales of Marketable
Securities, net
-0-
-0-
36,418
-0-
Funds from Operations Attributable
to Common Shareholders (“FFO”)
19,659
18,703
37,799
36,875
Adjustments:
Amortization of Financing Costs
1,182
647
2,063
1,246
Non-
Recurring Other Expense (1)
676
102
1,011
151
Normalized
Funds from Operations Attributable to Common Shareholders (“Normalized FFO”)
$ 21,517
$ 19,452
$ 40,873
$ 38,272
(1) Consists
of one-time legal fees and professional fees ($593 and $863, respectively) and employee transition
pay ($83 and $148, respectively) for the three and six months ended June 30, 2026. Consists
of one-time legal and professional fees for the three and six months ended June 30, 2025.
UMH Properties, Inc. | Second Quarter FY 2026 Supplemental Information 7
Market
Capitalization, Debt and Coverage Ratios
(in
thousands except per share data) (unaudited)
Six
Months Ended
Year
Ended
June
30, 2026
June
30, 2025
December
31, 2025
Shares Outstanding
85,307
84,741
84,850
Market Price Per Share
$ 15.14
$ 16.79
$ 15.91
Equity Market Capitalization
$ 1,291,544
$ 1,422,807
1,349,971
Total Debt
789,486
659,159
761,227
Preferred
333,386
321,804
322,899
Total
Market Capitalization
$ 2,414,416
$ 2,403,770
$ 2,434,097
Total Debt
$ 789,486
$ 659,159
$ 761,227
Less: Cash and Cash Equivalents
(28,622 )
(79,235 )
(72,100 )
Net
Debt
760,864
579,924
689,127
Less: Marketable Securities
at Fair Value (“Securities”)
(29,665 )
(30,159 )
(23,758 )
Net
Debt Less Securities
$ 731,199
$ 549,765
$ 665,369
Interest Expense
$ 18,765
$ 13,302
$ 29,683
Capitalized Interest
2,900
2,496
5,928
Preferred Dividends
10,353
10,258
20,533
Total
Fixed Charges
$ 32,018
$ 26,056
$ 56,144
Adjusted
EBITDA excluding Non-Recurring Other Expense
$ 68,142
$ 60,745
$ 127,284
Debt and Coverage Ratios
Net Debt / Total Market Capitalization
31.5 %
24.1 %
28.3 %
Net Debt Plus Preferred / Total Market Capitalization
45.3 %
37.5 %
41.6 %
Net Debt Less Securities / Total Market Capitalization
30.3 %
22.9 %
27.3 %
Net Debt Less Securities Plus Preferred / Total
Market Capitalization
44.1 %
36.3 %
40.6 %
Interest Coverage
3.1 x
3.8 x
3.6 x
Fixed Charge Coverage
2.1 x
2.3 x
2.3 x
Net Debt / Adjusted EBITDA excluding Non-Recurring
Other Expense
5.6 x
4.8 x
5.4 x
Net Debt Less Securities / Adjusted EBITDA
excluding Non-Recurring Other Expense
5.4 x
4.5 x
5.2 x
Net Debt Plus Preferred / Adjusted EBITDA excluding
Non-Recurring Other Expense
8.0 x
7.4 x
8.0 x
Net Debt Less Securities Plus Preferred / Adjusted
EBITDA excluding Non-Recurring Other Expense
7.8 x
7.2 x
7.8 x
UMH Properties, Inc. | Second Quarter FY 2026 Supplemental Information 8
Debt
Analysis
(in
thousands) (unaudited)
Six
Months Ended
Year
Ended
June
30, 2026
June
30, 2025
December
31, 2025
Debt Outstanding
Mortgages Payable:
Fixed Rate
Mortgages
$ 550,863
535,469
$ 562,095
Unamortized
Debt Issuance Costs
(5,489 )
(5,276 )
(5,966 )
Mortgages,
Net of Unamortized Debt Issuance Costs
$ 545,374
$ 530,193
$ 556,129
Loans Payable:
Unsecured Line of Credit
$ 40,000
$ -0-
$ -0-
Other
Loans Payable
27,847
28,585
28,464
Total Loans Before Unamortized
Debt Issuance Costs
67,847
28,585
28,464
Unamortized
Debt Issuance Costs
(2,070 )
(946 )
(768 )
Loans,
Net of Unamortized Debt Issuance Costs
$ 65,777
$ 27,639
$ 27,696
Series A Bonds Payable:
Series A Bonds
$ 102,670
$ 102,670
$ 102,670
Unamortized
Debt Issuance Costs
(495 )
(1,343 )
(919 )
Series
A Bonds, Net of Unamortized Debt Issuance Costs
$ 102,175
$ 101,327
$ 101,751
Series B Bonds Payable:
Series B Bonds
$ 80,230
$ -0-
$ 80,230
Unamortized
Debt Issuance Costs
(4,070 )
-0-
(4,579 )
Series
B Bonds, Net of Unamortized Debt Issuance Costs
$ 76,160
$ -0-
$ 75,651
Total
Debt, Net of Unamortized Debt Issuance Costs
$ 789,486
$ 659,159
$ 761,227
% Fixed/Floating
Fixed
94.4 %
99.3 %
99.3 %
Floating
5.6 %
0.7 %
0.7 %
Total
100.0 %
100.0 %
100.0 %
Weighted Average Interest
Rates (1)
Mortgages Payable
4.75 %
4.52 %
4.73 %
Loans Payable
5.50 %
6.44 %
6.38 %
Series A Bonds Payable
4.72 %
4.72 %
4.72 %
Series B Bonds Payable
5.85 %
N/A
5.85 %
Total Average
4.92 %
4.63 %
4.90 %
Weighted Average Maturity (Years)
Mortgages
Payable
5.7
5.4
6.1
(1)
Weighted average interest rates do not include the effect of unamortized debt issuance costs.
UMH Properties, Inc. | Second Quarter FY 2026 Supplemental Information 9
Debt
Maturity
(in
thousands) (unaudited)
As of June 30, 2026:
Year
Ended
Mortgages
Loans
Bonds
Total
%
of Total
2026
$ 30,796
$ 4,882
$ -0-
$ 35,678
4.5 %
2027
36,510
-0-
102,670
(2)
139,180
17.4 %
2028
23,637
22,965
-0-
46,602
5.8 %
2029
38,256
-0-
-0-
38,256
4.8 %
2030
112,844
40,000
(1)
80,230
(3)
233,074
29.1 %
Thereafter
308,820
-0-
-0-
308,820
38.5 %
Total Debt Before Unamortized
Debt Issuance
Costs
550,863
67,847
182,900
801,610
100.0 %
Unamortized Debt Issuance
Costs
(5,489 )
(2,070 )
(4,565 )
(12,124 )
Total
Debt, Net of Unamortized
Debt
Issuance Costs
$ 545,374
$ 65,777
$ 178,335
$ 789,486
(1) Represents
$40.0 million balance outstanding on the Company’s Line of Credit due May 7, 2030,
with an additional one-year option.
(2) Represents
$102.7 million balance outstanding of the Company’s Series A Bonds due February 28,
2027.
(3) Represents
$80.2 million balance outstanding of the Company’s Series B Bonds due June 30, 2030.
UMH Properties, Inc. | Second Quarter FY 2026 Supplemental Information 10
Securities
Portfolio Performance
(in
thousands) (unaudited)
Year
Ended
Securities
Available for Sale
Dividend
Income
Net
Realized Gain
(Loss) on Securities
Net
Realized Gain
(Loss) on Securities &
Dividend Income
2010-2016
$ 108,755
$ 26,101
$ 16,903
$ 43,004
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
42,178
2,903
6,394
9,297
2023
34,506
2,318
183
2,501
2024
31,883
1,452
(3,778 )
(2,326 )
2025
23,758
1,477
(221 )
1,256
2026*
29,665
603
(36,418 )
(35,815 )
$ 71,718
$ (12,828 )
$ 58,890
*
For the six months ended June 30, 2026.
UMH Properties, Inc. | Second Quarter FY 2026 Supplemental Information 11
Property
Summary and Snapshot
(unaudited)
June
30, 2026
June
30, 2025
%
Change
UMH Communities
(1)
142
139
2.2 %
Total Sites
26,633
26,159
1.8 %
Occupied Sites
23,703
23,072
631
sites, 2.7 %
Occupancy %
89.0 %
88.2 %
80
bps
Total Rentals
11,084
10,570
4.9 %
Occupied Rentals
10,562
9,974
5.9 %
Rental Occupancy %
95.3 %
94.4 %
90
bps
Monthly Rent Per Site
$ 586
$ 558
5.0 %
Monthly Rent Per Home Rental Including Site
$ 1,069
$ 1,016
5.2 %
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 (3)
Pennsylvania
53
2,392
1,909
483
7,999
7,059
88.2 %
$ 609
3,345
3,156
94.3 %
$ 1,058
Ohio
38
2,069
1,557
512
7,364
6,627
90.0 %
$ 540
3,247
3,110
95.8 %
$ 1,018
Indiana
14
1,111
929
182
4,100
3,705
90.4 %
$ 547
2,067
1,977
95.6 %
$ 1,057
Tennessee
9
733
407
326
2,064
1,908
92.4 %
$ 611
978
936
95.7 %
$ 1,115
New York (2)
8
884
327
557
1,370
1,231
89.9 %
$ 685
525
503
95.8 %
$ 1,239
New Jersey
7
428
264
164
1,530
1,457
95.2 %
$ 749
39
34
87.2 %
$ 1,370
Michigan
4
241
222
19
1,090
969
88.9 %
$ 550
451
429
95.1 %
$ 1,141
Maryland
3
159
124
35
260
218
83.8 %
$ 650
-0-
-0-
N/A
N/A
Alabama
2
69
62
7
290
177
61.0 %
$ 405
164
154
93.9 %
$ 1,171
South Carolina
2
157
55
102
321
245
76.3 %
$ 387
190
188
98.9 %
$ 1,184
Georgia
2
66
66
-0-
245
107
43.7 %
$ 406
78
75
96.2 %
$ 1,237
Total UMH as of June
30, 2026
142
8,309
5,922
2,387
26,633
23,703
89.0 %
$ 586
11,084
10,562
95.3 %
$ 1,069
(1)
Excludes two Florida communities and one Pennsylvania community owned through joint ventures with Nuveen Real Estate in which the
company has a 40% interest.
(2)
Total and Vacant Acreage of 220 acres for Mountain View Estates and 65 acres for Big Woods Estates properties are included in the
above summary.
(3)
Includes home and site rent charges.
UMH Properties, Inc. | Second Quarter FY 2026 Supplemental Information 12
Same
Property Statistics
(in
thousands) (unaudited)
Three
Months Ended
Six
Months Ended
June
30,
2026
June
30,
2025
Change
%
Change
June
30,
2026
June
30,
2025
Change
%
Change
Same Property
Community Net Operating Income (“NOI”)
Rental and
Related Income
$ 60,141
$ 55,654
$ 4,487
8.1 %
$ 118,705
$ 110,088
$ 8,617
7.8 %
Community
Operating Expenses
22,900
21,424
1,476
6.9 %
46,214
42,989
3,225
7.5 %
Same
Property Community NOI
$ 37,241
$ 34,230
$ 3,011
8.8 %
$ 72,491
$ 67,099
$ 5,392
8.0 %
June
30, 2026
June
30, 2025
Change
Total Sites
26,013
25,842
0.7 %
Occupied Sites
23,243
22,806
437
sites, 1.9 %
Occupancy %
89.4 %
88.3 %
110
bps
Number of Properties
139
139
N/A
Total Rentals
11,077
10,570
4.8 %
Occupied Rentals
10,556
9,974
5.8 %
Rental Occupancy
95.3 %
94.4 %
90
bps
Monthly Rent Per Site
$ 585
$ 557
5.0 %
Monthly Rent Per Home Rental Including Site
$ 1,070
$ 1,016
5.3 %
Same
Property includes all UMH communities owned as of January 1, 2025, with the exception of River Bluff Estates.
UMH Properties, Inc. | Second Quarter FY 2026 Supplemental Information 13
Acquisitions
Summary
(dollars
in thousands)
Year
of Acquisition
Number
of
Communities
Sites
Occupancy
%
at
Acquisition
Purchase
Price
Price
Per
Site
Total
Acres
2021
3
543
59 %
$ 18,300
$ 34
113
2022
7
1,480
65 %
$ 86,223
$ 58
461
2023
1
118
-0- %
$ 3,650
$ 31
26
2025
5
587
78 %
$ 41,825
$ 71
160
UMH Properties, Inc. | Second Quarter FY 2026 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 Community NOI, and
earnings before interest, taxes, depreciation, amortization and acquisition costs (“Adjusted EBITDA excluding Non-Recurring Other
Expense”), 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 Community NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, 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
amortization of financing costs and certain one-time charges. Community NOI and Same Property Community NOI provide a measure of rental
operations and do not factor in depreciation and amortization and non-property specific expenses such as general and administrative expenses.
Adjusted EBITDA excluding Non-Recurring Other Expense 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 Community NOI, Adjusted EBITDA, excluding Non-Recurring
Other Expense, 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.
FFO,
as defined by The National Association of Real Estate Investment Trusts (“Nareit”), is calculated to be equal to net income
(loss) applicable to common shareholders, as defined by U.S. GAAP, excluding certain 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 amortization and certain one-time charges.
Normalized
FFO per Diluted Common Share is calculated using diluted weighted shares outstanding of 85.6 million and 85.5 million shares for
the three and six months ended June 30, 2026, respectively, and 84.8 million and 84.1 million shares for the three and six months ended
June 30, 2025, respectively. Common stock equivalents resulting from stock options in the amount of 380,000 shares and 384,000
shares, respectively, for the three and six months ended June 30, 2026 were included in the computation of Diluted Net Income per share.
Common stock equivalents resulting from stock options in the amount of 805,000 shares and 818,000 shares, respectively, for the three
and six months ended June 30, 2025 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.
Same
Property Community NOI is calculated as Community NOI, using all properties owned as of January 1, 2025, with the exception of River
Bluff Estates.
Adjusted
EBITDA excluding Non-Recurring Other Expense is calculated as net income (loss) plus interest expense, franchise taxes, depreciation,
the change in the fair value of marketable securities and the gain (loss) on sales of marketable securities, adjusted for non-recurring
other expenses.
Community
NOI, Same Property Community NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, 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 Community
NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, 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 Community NOI, Adjusted EBITDA excluding
Non-Recurring Other Expense, 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. | Second Quarter FY 2026 Supplemental Information 15
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