UMH Properties swings to $2.14M Q3 2026 common-share loss
UMH's rental and related income increased year over year, but its common shareholders recorded a quarterly loss.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
UMH Properties, Inc. reported third-quarter 2026 total income of $74.135 million, compared with $66.918 million a year earlier, as rental and related income increased to $62.351 million from $57.771 million. Net income was $3.104 million, down from $9.285 million, while the result attributable to common shareholders shifted to a $2.144 million loss from $4.211 million of income; diluted earnings per share were a $0.02 loss versus $0.05 income. The nine-month period produced $62.080 million of operating cash flow.
As of September 30, 2026, UMH operated 145 manufactured home communities. For the nine months, marketable securities recorded a $38.663 million increase in fair value and a $36.548 million loss on sales. UMH sold 664,000 Series D preferred shares through its at-the-market program at a weighted average price of $21.73 per share, generating $13.8 million in net proceeds. Its unsecured revolving facility provides for $260 million in borrowings and an accordion feature that could bring potential availability to $600 million, subject to conditions including commitments from additional lenders; its maturity was extended to May 7, 2030.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQ3 rental and related income: $62.351 million versus $57.771 million.
Negative
- Moderate pointQ3 common-shareholder result: $2.144 million loss versus $4.211 million income.
Filing Explained
$44.6 million remained eligible for common-stock ATM sales at September 30, 2026; no common shares were sold through it in the nine-month period.
UMH reports a
Under the amendment dated
For the common-stock at-the-market program, UMH reports that no shares were sold in the nine months ended
The program permits UMH to offer and sell common shares from time to time through agents; if additional shares are issued, existing holders’ percentage ownership falls absent offsetting changes.
Key Figures
Key Terms
at-the-market offerings financial
accordion feature financial
equity method of accounting financial
Secured Overnight Financing Rate financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were UMH's third-quarter 2026 financial results?
How much did UMH raise through its Series D preferred stock program?
How did UMH's contribution affect ownership of its 2021 joint venture?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For
the quarterly period ended | |
| 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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer identification number) | |
| (Address of Principal Executive 0ffices) | (Zip Code) |
Registrant’s
telephone number, including area code
(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 | ||
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.
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).
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:
| ☒ | 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 October 30, 2026 | |
| Common
Stock, $ |
UMH PROPERTIES, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2026
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 | 28 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 38 |
| 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 | 40 |
| SIGNATURES | 41 | |
| 2 |
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2026 AND DECEMBER 31, 2025
(in thousands except per share amounts)
| - ASSETS - | September 30, 2026 (Unaudited) | December 31, 2025 | ||||||
| - ASSETS - | September 30, 2026 (Unaudited) | December 31, 2025 | ||||||
| Investment Property and Equipment | ||||||||
| Land | $ | $ | ||||||
| Site and Land Improvements | ||||||||
| Buildings and Improvements | ||||||||
| Rental Homes and Accessories | ||||||||
| Total Investment Property | ||||||||
| Equipment and Vehicles | ||||||||
| Total Investment Property and Equipment | ||||||||
| Accumulated Depreciation | ( | ) | ( | ) | ||||
| Net Investment Property and Equipment | ||||||||
| Other Assets | ||||||||
| Cash and Cash Equivalents | ||||||||
| Marketable Securities at Fair Value | ||||||||
| Inventory of Manufactured Homes | ||||||||
| Notes and Other Receivables, net | ||||||||
| Prepaid Expenses and Other Assets | ||||||||
| Land Development Costs | ||||||||
| Investment in Joint Ventures | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
See Accompanying Notes to Consolidated Financial Statements
| 3 |
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS – CONTINUED
AS OF SEPTEMBER 30, 2026 AND DECEMBER 31, 2025
(in thousands except per share amounts)
| - LIABILITIES AND SHAREHOLDERS’ EQUITY - | September 30, 2026 (Unaudited) | December 31, 2025 | ||||||
| LIABILITIES: | ||||||||
| Mortgages Payable, net of unamortized debt issuance costs | $ | $ | ||||||
| Other Liabilities: | ||||||||
| Accounts Payable | ||||||||
| Loans Payable, net of unamortized debt issuance costs | ||||||||
| Series A Bonds, net of unamortized debt issuance costs | ||||||||
| Series B Bonds, net of unamortized debt issuance costs | ||||||||
| Accrued Liabilities and Deposits | ||||||||
| Tenant Security Deposits | ||||||||
| Total Other Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | - | - | ||||||
| Shareholders’ Equity: | ||||||||
| Series D –
Stock, $ | ||||||||
| Common Stock - $ | ||||||||
| Excess Stock - $ authorized; | - | - | ||||||
| Additional Paid-In Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total UMH Properties, Inc. Shareholders’ Equity | ||||||||
| Non-Controlling Interest in Consolidated Subsidiaries | ||||||||
| Total Shareholders’ Equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
See Accompanying Notes to Consolidated Financial Statements
| 4 |
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2026 AND 2025
(in thousands except per share amounts)
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| THREE MONTHS ENDED | NINE MONTHS ENDED | |||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| INCOME: | ||||||||||||||||
| Rental and Related Income | $ | $ | $ | $ | ||||||||||||
| Sales of Manufactured Homes | ||||||||||||||||
| Total Income | ||||||||||||||||
| EXPENSES: | ||||||||||||||||
| Community Operating Expenses | ||||||||||||||||
| Cost of Sales of Manufactured Homes | ||||||||||||||||
| Selling Expenses | ||||||||||||||||
| General and Administrative Expenses | ||||||||||||||||
| Depreciation Expense | ||||||||||||||||
| Total Expenses | ||||||||||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||||||
| Interest Income | ||||||||||||||||
| Dividend Income | ||||||||||||||||
| Loss on Sales of Marketable Securities, net | ( | ) | - | ( | ) | - | ||||||||||
| Increase (Decrease) in Fair Value of Marketable Securities | ( | ) | ( | ) | ||||||||||||
| Other Income | ||||||||||||||||
| Loss on Investment in Joint Ventures | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest Expense, including Amortization of Financing Costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Other Income (Expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income before Gain (Loss) on Sales of Investment Property and Equipment | ||||||||||||||||
| Gain (Loss) on Sales of Investment Property and Equipment | ( | ) | ( | ) | ||||||||||||
| Net Income | ||||||||||||||||
| Preferred Dividends | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss Attributable to Non-Controlling Interest | ||||||||||||||||
| Net Income (Loss) Attributable to Common Shareholders | $ | ( | ) | $ | $ | $ | ||||||||||
| Net Income (Loss) Attributable to Common Shareholders Per Share – Basic and Diluted | $ | ( | ) | $ | $ | $ | ||||||||||
| Weighted Average Common Shares Outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
See Accompanying Notes to Consolidated Financial Statements
| 5 |
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2026 AND 2025
(in thousands)
| Number | Amount | Series D | ||||||||||
| Common Stock | Preferred | |||||||||||
| Issued and Outstanding | Stock | |||||||||||
| Number | Amount | Series D | ||||||||||
| Balance December 31, 2025 | $ | $ | ||||||||||
| Common Stock Issued with the DRIP | - | |||||||||||
| Common Stock Issued through Restricted Stock Awards | - | |||||||||||
| Common Stock Issued through Stock Options | - | |||||||||||
| Preferred Stock Issued in connection with At-The-Market Offerings, net | -0- | - | ||||||||||
| Distributions | -0- | - | - | |||||||||
| Stock Compensation | -0- | - | - | |||||||||
| Net Income (Loss) | -0- | - | - | |||||||||
| Balance March 31, 2026 | ||||||||||||
| Common Stock Issued with the DRIP | - | |||||||||||
| Common Stock Issued through Restricted Stock Awards | - | |||||||||||
| Preferred Stock Issued in connection with At-The-Market Offerings, net | -0- | - | ||||||||||
| Distributions | -0- | - | - | |||||||||
| Stock Compensation Expense | -0- | - | - | |||||||||
| Net Income (Loss) | -0- | - | - | |||||||||
| Balance June 30, 2026 | ||||||||||||
| Common Stock Issued with the DRIP | - | |||||||||||
| Common Stock Issued through Restricted Stock Awards | - | |||||||||||
| Common Stock Issued through Stock Options | - | |||||||||||
| Preferred Stock Issued in connection with At-The-Market Offerings, net | -0- | - | ||||||||||
| Distributions | -0- | - | - | |||||||||
| Stock Compensation Expense | -0- | - | - | |||||||||
| Net Income (Loss) | -0- | - | - | |||||||||
| Balance September 30, 2026 | $ | $ | ||||||||||
See Accompanying Notes to Consolidated Financial Statements
| 6 |
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2026 AND 2025
(in thousands)
Additional Paid-In | Undistributed Income (Accumulated | Non-Controlling Interest in Consolidated | Total | |||||||||||||
| Capital | Deficit) | Subsidiary | Equity | |||||||||||||
| Balance December 31, 2025 | $ | $ | ( | ) | $ | $ | ||||||||||
| Common Stock Issued with the DRIP | - | - | ||||||||||||||
| Common Stock Issued through Restricted Stock Awards | ( | ) | - | - | - | |||||||||||
| Common Stock Issued through Stock Options | - | - | ||||||||||||||
| Preferred Stock Issued in connection with At-The-Market Offerings, net | ( | ) | - | - | ||||||||||||
| Distributions | ( | ) | ( | ) | - | ( | ) | |||||||||
| Stock Compensation Expense | - | - | ||||||||||||||
| Net Income (Loss) | - | ( | ) | |||||||||||||
| Balance March 31, 2026 | ( | ) | ||||||||||||||
| Common Stock Issued with the DRIP | - | - | ||||||||||||||
| Common Stock Issued through Restricted Stock Awards | ( | ) | - | - | - | |||||||||||
| Preferred Stock Issued in connection with At-The-Market Offerings, net | ( | ) | - | - | ||||||||||||
| Distributions | ( | ) | ( | ) | - | ( | ) | |||||||||
| Stock Compensation Expense | - | - | ||||||||||||||
| Net Income (Loss) | - | ( | ) | |||||||||||||
| Balance June 30, 2026 | ( | ) | ||||||||||||||
| Common Stock Issued with the DRIP | - | - | ||||||||||||||
| Common Stock Issued through Restricted Stock Awards | ( | ) | - | - | - | |||||||||||
| Common Stock Issued through Stock Options | - | - | ||||||||||||||
| Preferred Stock Issued in connection with At-The-Market Offerings, net | ( | ) | - | - | ||||||||||||
| Distributions | ( | ) | ( | ) | - | ( | ) | |||||||||
| Stock Compensation Expense | - | - | ||||||||||||||
| Net Income (Loss) | - | ( | ) | |||||||||||||
| Balance September 30, 2026 | $ | $ | ( | ) | $ | $ | ||||||||||
See Accompanying Notes to Consolidated Financial Statements
| 7 |
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2026 AND 2025
(in thousands)
| Number | Amount | Series D | ||||||||||
| Common Stock | Preferred | |||||||||||
| Issued and Outstanding | Stock | |||||||||||
| Number | Amount | Series D | ||||||||||
| Balance December 31, 2024 | $ | $ | ||||||||||
| Common Stock Issued with the DRIP | - | |||||||||||
| Common Stock Issued through Restricted Stock Awards | - | |||||||||||
| Common Stock Issued through Stock Options | - | |||||||||||
| Common Stock Issued in connection with At-The-Market Offerings, net | - | |||||||||||
| Preferred Stock Issued in connection with At-The-Market Offerings, net | -0- | - | ||||||||||
| Distributions | -0- | - | - | |||||||||
| Stock Compensation | -0- | - | - | |||||||||
| Net Income (Loss) | -0- | - | - | |||||||||
| Balance March 31, 2025 | ||||||||||||
| Common Stock Issued with the DRIP | -0- | |||||||||||
| Common Stock Issued through Restricted Stock Awards | -0- | |||||||||||
| Common Stock Issued through Stock Options | -0- | |||||||||||
| Common Stock Issued in connection with At-The-Market Offerings, net | -0- | |||||||||||
| Distributions | -0- | - | -0- | |||||||||
| Stock Compensation Expense | -0- | - | -0- | |||||||||
| Net Income (Loss) | -0- | - | -0- | |||||||||
| Balance June 30, 2025 | ||||||||||||
| Common Stock Issued with the DRIP | - | |||||||||||
| Common Stock Issued through Restricted Stock Awards | - | |||||||||||
| Common Stock Issued through Stock Options | - | |||||||||||
| Common Stock Issued in connection with At-The-Market Offerings, net | - | |||||||||||
| Preferred Stock Issued in connection with At-The-Market Offerings, net | -0- | - | ||||||||||
| Distributions | -0- | - | - | |||||||||
| Stock Compensation Expense | -0- | - | - | |||||||||
| Net Income (Loss) | -0- | - | - | |||||||||
| Balance September 30, 2025 | $ | $ | ||||||||||
See Accompanying Notes to Consolidated Financial Statements
| 8 |
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2026 AND 2025
(in thousands)
Additional Paid-In | Undistributed Income (Accumulated | Non-Controlling Interest in Consolidated | Total | |||||||||||||
| Capital | Deficit) | Subsidiary | Equity | |||||||||||||
| Balance December 31, 2024 | $ | $ | ( | ) | $ | $ | ||||||||||
| Common Stock Issued with the DRIP | - | - | ||||||||||||||
| Common Stock Issued through Restricted Stock Awards | ( | ) | - | - | - | |||||||||||
| Common Stock Issued through Stock Options | - | - | ||||||||||||||
| Common Stock Issued in connection with At-The-Market Offerings, net | - | - | ||||||||||||||
| Preferred Stock Issued in connection with At-The-Market Offerings, net | ( | ) | - | - | ||||||||||||
| Distributions | ( | ) | ( | ) | - | ( | ) | |||||||||
| Stock Compensation Expense | - | - | ||||||||||||||
| Net Income (Loss) | - | ( | ) | |||||||||||||
| Balance March 31, 2025 | ( | ) | ||||||||||||||
| Common Stock Issued with the DRIP | - | - | ||||||||||||||
| Common Stock Issued through Restricted Stock Awards | ( | ) | - | - | - | |||||||||||
| Common Stock Issued through Stock Options | - | - | ||||||||||||||
| Common Stock Issued in connection with At-The-Market Offerings, net | - | - | ||||||||||||||
| Distributions | ( | ) | ( | ) | - | ( | ) | |||||||||
| Stock Compensation Expense | - | - | ||||||||||||||
| Net Income (Loss) | - | ( | ) | |||||||||||||
| Balance June 30, 2025 | ( | ) | ||||||||||||||
| Common Stock Issued with the DRIP | - | - | ||||||||||||||
| Common Stock Issued through Restricted Stock Awards | ( | ) | - | - | - | |||||||||||
| Common Stock Issued through Stock Options | - | - | ||||||||||||||
| Common Stock Issued in connection with At-The-Market Offerings, net | - | - | ||||||||||||||
| Preferred Stock Issued in connection with At-The-Market Offerings, net | ( | ) | - | - | ||||||||||||
| Distributions | ( | ) | ( | ) | - | ( | ) | |||||||||
| Stock Compensation Expense | - | - | ||||||||||||||
| Net Income (Loss) | - | ( | ) | |||||||||||||
| Balance September 30, 2025 | $ | $ | ( | ) | $ | $ | ||||||||||
See Accompanying Notes to Consolidated Financial Statements
| 9 |
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2026 AND 2025
(in thousands)
| September 30, 2026 | September 30, 2025 | |||||||
| NINE MONTHS ENDED | ||||||||
| September 30, 2026 | September 30, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Income | $ | $ | ||||||
| Non-Cash items included in Net Income: | ||||||||
| Depreciation | ||||||||
| Amortization of Financing Costs | ||||||||
| Stock Compensation Expense | ||||||||
| Provision for Uncollectible Notes and Other Receivables | ||||||||
| Loss on Sales of Marketable Securities, net | - | |||||||
| (Increase) Decrease in Fair Value of Marketable Securities | ( | ) | ||||||
| (Gain) Loss on Sales of Investment Property and Equipment | ( | ) | ||||||
| Loss on Investment in Joint Ventures | ||||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Inventory of Manufactured Homes | ( | ) | ( | ) | ||||
| Notes and Other Receivables | ( | ) | ( | ) | ||||
| Prepaid Expenses and Other Assets | ( | ) | ( | ) | ||||
| Accounts Payable | ||||||||
| Accrued Liabilities and Deposits | ( | ) | ||||||
| Tenant Security Deposits | ||||||||
| Net Cash Provided by Operating Activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of Manufactured Home Communities | - | ( | ) | |||||
| Purchase of Investment Property and Equipment | ( | ) | ( | ) | ||||
| Proceeds from Sales of Investment Property and Equipment | ||||||||
| Additions to Land Development Costs | ( | ) | ( | ) | ||||
| Purchase of Marketable Securities through automatic reinvestments | ( | ) | ( | ) | ||||
| Proceeds from Sales of Marketable Securities | - | |||||||
| Investment in Joint Ventures | ( | ) | ( | ) | ||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from Mortgages | ||||||||
| Net Proceeds (Payments) from Short-Term Borrowings | ( | ) | ||||||
| Principal Payments of Mortgages and Loans | ( | ) | ( | ) | ||||
| Proceeds from Bond Issuance | - | |||||||
| Financing Costs on Debt | ( | ) | ( | ) | ||||
| Proceeds from At-The-Market Preferred Equity Program, net of offering costs | ||||||||
| Proceeds from At-The-Market Common Equity Program, net of offering costs | - | |||||||
| Proceeds
from Issuance of Common Stock in the DRIP, net of dividend reinvestments | ||||||||
| Proceeds from Exercise of Stock Options | ||||||||
| Preferred Dividends Paid | ( | ) | ( | ) | ||||
| Common Dividends Paid, net of dividend reinvestments | ( | ) | ( | ) | ||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Decrease in Cash, Cash Equivalents and Restricted Cash | ( | ) | ( | ) | ||||
| Cash, Cash Equivalents and Restricted Cash at Beginning of Period | ||||||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | $ | ||||||
See Accompanying Notes to Consolidated Financial Statements
| 10 |
UMH PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026 (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. As
of September 30, 2026, the Company operated a portfolio of
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 enhance the value of the communities by helping to fill these vacancies through the sales of homes. The Company
holds a
The primary focus of our business is the ownership and operation of our manufactured home communities, leasing manufactured homesites to residents. The sale of homes is integrated with our leasing of these manufactured homes and homesites. Sales of homes are necessary to maintain and increase occupancy at our communities. We primarily purchase homes to fill vacant sites in the communities. These homes are either rented or sold, based on the needs of the potential residents.
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 and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. 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, 2025.
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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.
Segment Reporting
The Company reports segment information in accordance with ASC Topic 280, Segment Information (“ASC 280”). ASC 280 requires companies to report financial and descriptive information for each identified operating segment based on management’s internal organizational decision-making structure. Management has determined that the Company has one single reportable segment based on its method of internal reporting in addition to its allocation of capital and resources. The primary focus of our business is the ownership and operation of our manufactured home communities, leasing of manufactured homesites and manufactured homes in our communities to residents. The sales of homes are integrated with the leasing of these manufactured homes and homesites. Sales of homes are necessary to maintain and increase occupancy at our communities. These leasing activities generate rental revenues and incur operating expenses. As each of the Company’s assets has similar economic characteristics, the assets have been aggregated into one reportable segment. The accounting policies for the reportable segment are the same as those described in Note 2 – Summary of Significant Accounting Policies included in our annual report on Form 10-K for the year ended December 31, 2025. Our Chief Executive Officer, with the assistance of our Chief Operating Officer, is the Company’s Chief Operating Decision Maker (“CODM”). The CODM is provided with consolidated financial statements to assess segment performance and decide how to allocate resources based on consolidated net income, which is reported on the Consolidated Statements of Income (Loss). The measure of segment assets is reported on the Consolidated Balance Sheets as Total Assets. Total expenditures for additions to segment long-lived assets are consistent with the amounts presented in the accompanying Consolidated Statements of Cash Flows. The CODM reviews net income on an individual asset level and on a consolidated level and uses this information to monitor actual results, evaluate returns on assets and determine how to reinvest profits. The revenue, costs and expenses, and net income for the reportable segment are the same as those presented on the Consolidated Statements of Income (Loss). We report our results of operations consistent with the manner in which the CODM reviews the business to assess performance and allocate resources.
Reclassifications
Certain amounts in the financial statements for the prior periods have been reclassified to conform to the statement presentation for the current periods.
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Investment in Joint Ventures
The Company accounts for its investment in entities formed under its joint ventures 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 values of the investment in the joint ventures 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 expiring in April
2099, with
Future minimum lease payments under these leases over the remaining lease terms are as follows (in thousands):
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
| Year | Amount | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total Lease Payments | $ | |||
The
weighted average remaining lease term for these leases, including renewal options, is
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Restricted Cash
The Company’s restricted cash consists of amounts primarily held in deposit for tax, insurance and repair escrows held by lenders in accordance with certain debt agreements. Restricted cash is included in prepaid expenses and other assets on the consolidated balance sheets.
The following table presents beginning of period and end of period balances of cash, cash equivalents and restricted cash for the periods shown (in thousands):
SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
| 9/30/26 | 12/31/25 | 9/30/25 | 12/31/24 | |||||||||||||
| Cash and Cash Equivalents | $ | $ | $ | $ | ||||||||||||
| Restricted Cash | ||||||||||||||||
| Cash, Cash Equivalents And Restricted Cash | $ | $ | $ | $ | ||||||||||||
Revenue Recognition
The Company accounts for its Sales of Manufactured Homes in accordance with Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers (Topic 606)” (ASC 606). For transactions in the scope of ASC 606, we recognize revenue when control of goods or services transfers to the customer, in the amount that we expect to receive for the transfer of goods or provision of services.
Rental and related income is generated from lease agreements for our sites and homes. The lease component of these agreements is accounted for under ASC 842 “Leases.” The non-lease components of our lease agreements consist primarily of utility reimbursements, which are accounted for with the site lease as a single lease under ASC 842.
Revenue from sales of manufactured homes is recognized in accordance with the core principle of ASC 606, at the time of closing when control of the home transfers to the customer. After closing the sale transaction, we generally do not have any remaining performance obligations.
Interest income is primarily generated from notes receivables arising from the sale of manufactured homes. Interest income on these notes receivables is recognized over the terms of the loans using the level-yield method, based on the outstanding principal balances.
Dividend income and gain (loss) on sales of marketable securities are from our investments in marketable securities and are presented separately but are not in the scope of ASC 606.
Other income primarily consists of brokerage commissions for arranging for the sale of a home by a third party and other miscellaneous income. This income is recognized when the transactions are completed and our performance obligations have been fulfilled.
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Notes Receivables
The
Company accounts for its receivables in accordance with ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a forward looking “expected
loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit
losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability
of the reported amount. As of September 30, 2026 and December 31, 2025, the Company had notes receivable of $
Recent Accounting Pronouncements
On November 4, 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2024-03 - Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities (PBEs). The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 and should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to any or all prior periods presented in the financial statements. Early adoption is permitted. The Company anticipates making the required disclosures beginning with its Form 10-K for the year ending December 31, 2027.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
NOTE 2 – NET INCOME (LOSS) PER SHARE
Basic Net Income (Loss) per Share is calculated by dividing Net Income (Loss) by the weighted average shares outstanding for the period. Diluted Net Income (Loss) per Share is calculated by dividing Net Income (Loss), less Income (Loss) Attributable to Non-Controlling Interest by the weighted average number of common shares outstanding, and when dilutive, the potential net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. In periods with a net loss, the diluted loss per share equals the basic loss per share as all common stock equivalents are excluded from the per share calculation because they are anti-dilutive.
For
the three months ended September 30, 2026, common stock
equivalents of
NOTE 3 – MARKETABLE SECURITIES
The
Company’s marketable securities consist primarily of marketable common and preferred stock of other REITs with a fair value of
$
For
the nine months ended September 30, 2026, the Company had a net gain of $
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NOTE 4 – INVESTMENT IN JOINT VENTURES
In
December 2021, the Company and Nuveen Real Estate (“Nuveen” or “Nuveen Real Estate”), established a joint venture
for the purpose of acquiring manufactured housing and/or recreational vehicle communities that are under development and/or newly developed
and meet certain other investment guidelines. The terms of the initial joint venture entity were set forth in a Limited Liability Company
Agreement dated as of December 8, 2021 (the “2021 LLC Agreement”) entered into between a wholly owned subsidiary of the Company
and an affiliate of Nuveen. The 2021 LLC Agreement provided for the parties to initially fund up to $
Under
the terms of the 2021 LLC Agreement, after December 8, 2024 or, if later, the second anniversary of the acquisition and placing in service
of a manufactured housing or recreational vehicle community, Nuveen will have a right to initiate the sale of one or more of the communities
owned by the joint venture entity. If Nuveen elects to initiate such a sale process, the Company may exercise a right of first refusal
to acquire Nuveen’s interest in the community or communities to be sold for a purchase price corresponding to the greater of the
appraised value of such communities or the amount required to provide a
The
2021 LLC Agreement between the Company and Nuveen provided that until the capital contributions to the joint venture are fully funded
or the joint venture is terminated, the joint venture will be the exclusive vehicle for the Company to acquire any manufactured housing
communities and/or recreational vehicle communities that meet the joint venture’s investment guidelines. These guidelines called
for the joint venture to acquire manufactured housing and recreational vehicle communities that have been developed within the previous
The
2021 LLC Agreement provides that Nuveen will have the right to remove and replace the Company as managing member of the joint venture
and manager of the joint venture’s properties if the Company breaches certain obligations or certain events occur. Upon such removal,
Nuveen may elect to buy out the Company’s interest in the joint venture at
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The 2021 LLC Agreement requires the Company to offer Nuveen the opportunity to have the joint venture acquire a manufactured housing community or recreational vehicle community that meets the investment guidelines. If Nuveen decides not to acquire the community through the joint venture, however, the Company is free to purchase the community on its own outside of the joint venture.
In
December 2021, the joint venture entity formed under the 2021 LLC Agreement closed on the acquisition of Sebring Square, a newly developed
all-age, manufactured home community located in Sebring, Florida, for a total purchase price of $
During
the time since the joint venture with Nuveen was first established in 2021, the Company and Nuveen have continued to seek opportunities
to acquire additional manufactured housing and/or recreational vehicle communities that are under development and/or newly developed
and meet certain other investment guidelines. During 2022, the Company and Nuveen informally agreed that any future acquisitions would
be made by one or more new joint venture entities to be formed for that purpose and that the original joint venture entity formed in
December 2021 will not consummate additional acquisitions but will maintain its existing property portfolio, consisting of the Sebring
Square and Rum Runner communities. The Company and Nuveen also informally agreed that, unless otherwise determined in connection with
any specific future investment, capital for any such new joint venture entity would continue to be funded
On
June 26, 2026, UMH and Nuveen entered into an amendment (the “First Amendment”) to the 2021 LLC Agreement. Under the
terms of the First Amendment, if Nuveen chooses not to contribute additional capital to fund additional home acquisitions, UMH can
continue to fund the 2021 joint venture, thus increasing UMH’s ownership percentage and decreasing Nuveen’s ownership
percentage. However, UMH’s unilateral contributions to the 2021 joint venture cannot exceed an amount that would dilute
Nuveen’s ownership below
In
November 2023, the Company expanded its relationship with Nuveen Real Estate and formed a second joint venture entity with Nuveen. The
new joint venture entity was established to, directly or through one or more subsidiaries, identify, source, originate, acquire, hold,
operate, sell, lease, mortgage, maintain, own, manage, finance, refinance, reposition, improve, renovate, develop, redevelop, pledge,
hedge, exchange, and otherwise deal in and with the rental of manufactured housing and/or recreational vehicle communities that meet
other investment guidelines. The terms of the new joint venture entity are set forth in a Limited Liability Company Agreement dated as
of November 29, 2023 (the “2023 LLC Agreement”) entered into between a wholly owned subsidiary of the Company and an affiliate
of Nuveen. The Company serves as managing member of this new joint venture entity and is responsible for day-to-day operations of the
joint venture entity and management of its properties, subject to obtaining approval of Nuveen Real Estate for major decisions (including
investments, dispositions, financings, major capital expenditures and annual budgets). The Company receives property management oversight,
development and other fees from the joint venture entity. Sixty-one acres of land located in Honey Brook, Pennsylvania, previously owned
by the Company, with a carrying value cost basis of $
References in this report to the Company’s joint venture relationships with Nuveen are intended to refer to its ongoing relationships with Nuveen.
The Company accounts for its joint ventures with Nuveen Real Estate under the equity method of accounting in accordance with ASC 323, “Investments – Equity Method and Joint Ventures”.
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NOTE 5 – OPPORTUNITY ZONE FUND
In
July 2022, the Company invested $
NOTE 6 – LOANS AND MORTGAGES PAYABLE AND OTHER LONG-TERM INDEBTEDNESS
Loans Payable
The following is a summary of our loans payable as of September 30, 2026 and December 31, 2025 (in thousands):
SCHEDULE OF LOANS PAYABLE
| 9/30/26 | 12/31/25 | |||||||||||||||||
| Amount | Rate | Amount | Rate | |||||||||||||||
| Margin loan | (1) | $ | - | N/A | $ | % | ||||||||||||
| Unsecured line of credit | (2) | % | - | N/A | ||||||||||||||
| Floorplan inventory financing | (3) | % | % | |||||||||||||||
| FirstBank rental home loan | (4) | % | % | |||||||||||||||
| FirstBank rental home line of credit | (5) | - | N/A | - | N/A | |||||||||||||
| Triad rental home loan | (6) | - | N/A | - | N/A | |||||||||||||
| OceanFirst notes receivable financing | (7) | - | N/A | - | N/A | |||||||||||||
| Total Loans Payable | % | % | ||||||||||||||||
| Unamortized debt issuance costs | ( | ) | ( | ) | ||||||||||||||
| Loans Payable, net of unamortized | ||||||||||||||||||
| debt issuance costs | $ | % | $ | % | ||||||||||||||
| (1) | ||
| (2) | ||
| (3) | ||
| (4) | ||
| (5) | ||
| (6) | ||
| (7) |
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Unsecured Line of Credit
On
May 7, 2026, we entered into a Third Amended and Restated Credit Agreement (the “Amendment”) to expand and extend our existing
unsecured revolving credit facility (the “Facility”). The Facility is syndicated with three banks, BMO Capital Markets Corp.
(“BMO”), JPMorgan Chase Bank, N.A. (“JPMorgan”) and Wells Fargo Bank, N.A. (“Wells Fargo”) as joint
lead arrangers and joint book runners, with BMO Bank, N.A. as administrative agent. The Facility provides for $
Series A Bonds
On
February 6, 2022, the Company issued $
Under the Deed of Trust, the Company has the right to redeem the 2027 Bonds, in whole or in part, at any time on or after 60 days from February 9, 2022, the date on which the 2027 Bonds were listed for trading on the Tel Aviv Stock Exchange (the “TASE”). Any such voluntary early redemption by the Company will require payment of the applicable early redemption amount calculated in accordance with the Deed of Trust. The Company does not intend to redeem the 2027 Bonds prior to maturity. Upon the occurrence of an event of default or certain other events, including a delisting of the 2027 Bonds by the TASE, the Company may be required to effect an early repayment or redemption of all or a portion of the 2027 Bonds at their par value, plus accrued and unpaid interest. The Deed of Trust permits the Company, subject to certain conditions, to issue additional 2027 Bonds without obtaining approval of the holders of the 2027 Bonds.
The 2027 Bonds are general unsecured obligations of the Company and rank equal in right of payment with all of the Company’s existing and future unsecured indebtedness. The Deed of Trust includes certain customary covenants, including financial covenants requiring the Company to maintain certain ratios of debt to net operating income, to shareholders’ equity and to earnings, and customary events of default. The 2027 Bonds and the Series A Deed of Trust are in the Hebrew language and are governed by the laws of the State of Israel. The 2027 Bonds were offered solely to investors outside the United States and were not offered to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act of 1933).
The Company is currently evaluating various financing alternatives to repay the 2027 Bonds upon their maturity on February 28, 2027. These alternatives may include, among others, the issuance of new debt securities, including bonds or convertible debt, borrowings under the Company’s existing revolving credit facility, the issuance of common or preferred equity securities, or a combination of these alternatives. The Company has not yet determined the specific sources of funding that will be utilized to repay the 2027 Bonds, and any financing transactions will be subject to prevailing market conditions and other relevant factors.
| 19 |
Series B Bonds
On
July 22, 2025, the Company issued approximately $
Principal
of the Series B Bonds will be payable on June 30, 2030. The Company will pay interest on the Series B Bonds at a rate of
The
Series B Deed of Trust includes certain customary covenants, including financial covenants requiring the Company to maintain specified
ratios of debt to net operating income, to shareholders’ equity and to earnings, and customary events of default. In addition,
if the Company is not in compliance with one or more of the financial covenants, it will be restricted from making dividend payments
other than those necessary to comply with the requirements to maintain its status as a REIT for income tax purposes. The covenants and
events of default in the Series B Deed of Trust are substantially similar to those in the Series A Deed of Trust except that the threshold
amount for an event of default involving the appointment of a receiver over the Company or its assets has been lowered from
Under the Series B Deed of Trust, the Company has the right to redeem the Series B Bonds, in whole or in part, at any time on or after 60 days from July 22, 2025, the date on which the Series B Bonds were listed for trading on the Tel Aviv Stock Exchange. The Company does not intend to redeem the Series B Bonds prior to its 2030 maturity.
The Series B Bonds and the Series B Deed of Trust are in the Hebrew language and are governed by the laws of the State of Israel. The Series B Bonds were offered solely to investors outside the United States and were not offered to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act).
| 20 |
Mortgages Payable
The following is a summary of our mortgages payable as of September 30, 2026 and December 31, 2025 (in thousands):
SCHEDULE OF MORTGAGES PAYABLE
| 9/30/2026 | 12/31/2025 | |||||||||||||||
| Amount | Weighted
Average Rate | Amount | Weighted
Average Rate | |||||||||||||
| Fixed rate mortgages | $ | % | $ | % | ||||||||||||
| Unamortized debt issuance costs | ( | ) | ( | ) | ||||||||||||
| Mortgages Payable, net of unamortized debt issuance costs | $ | % | $ | % | ||||||||||||
On
May 29, 2026, the Company paid off two mortgages totaling approximately $
On
August 28, 2026, the Company secured a new Fannie Mae mortgage for one of its communities, through Wells Fargo Bank, N.A., for proceeds of approximately $
As
of September 30, 2026 and December 31, 2025, the weighted average loan maturity of mortgages payable was
NOTE 7 – SHAREHOLDERS’ EQUITY
Common Stock
On
September 15, 2026, the Company paid total cash dividends of $
During
the nine months ended September 30, 2026, the Company received, including dividends reinvested of $
On
September 16, 2026, the Board of Directors renewed our common stock Repurchase Program (the “Repurchase Program”) so that
the Company is authorized to repurchase up to $
Common Stock At-The-Market Sales Programs
On
September 16, 2024, the Company terminated the use of its successful then-existing at-the-market sale program for its common stock and
entered into a new equity distribution agreement (“September 2024 Common ATM Program”) with BMO Capital Markets Corp., J.P.
Morgan Securities LLC, Wells Fargo Securities, LLC, B. Riley Securities, Inc. and Compass Point Research & Trading, LLC, as Distribution
Agents, under which the Company may offer and sell shares of the Company’s common stock, $
In order to continue the September 2024 Common ATM Program, on May 11, 2026, in connection with the Company’s filing of a new Registration Statement on Form S-3 with the Securities and Exchange Commission, the Company issued and filed with the Securities and Exchange Commission an updated prospectus for the September 2024 Common ATM Program and entered into an amendment to the Distribution Agreement with the Distribution Agents.
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As
of September 30, 2026, $
6.375% Series D Cumulative Redeemable Preferred Stock
On
September 15, 2026, the Company paid $
On
October 1, 2026, the Company declared a dividend of $
Preferred Stock At-The-Market Sales Program
On
March 5, 2025, the Company terminated the use of its successful then-existing at-the-market sale program for its Series D Preferred
Stock and entered into an at-the-market issuance sales agreement (the “2025 Preferred ATM Program”) with B. Riley, as
distribution agent, under which the Company may offer and sell shares of the Company’s Series D Preferred Stock having an
aggregate sales price of up to $
In order to continue the 2025 Preferred ATM Program, on May 11, 2026, in connection with the Company’s filing of a new Registration Statement on Form S-3 with the Securities and Exchange Commission, the Company issued and filed with the Securities and Exchange Commission an updated prospectus for the 2025 Preferred ATM Program and amended and restated its existing at-the-market issuance sales agreement with B. Riley Securities, Inc. to add Cantor Fitzgerald & Co. and Maxim Group LLC as additional Distribution Agents (each, a “Distribution Agent” and, together with B. Riley, collectively, the “Distribution Agents”). The Distribution Agents are not required to sell any specific number or dollar amount of securities but will use their commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Distribution Agents and the Company.
For
the nine months ended September 30, 2026, the Company issued and sold
As
of September 30, 2026, $
NOTE 8 – STOCK BASED COMPENSATION
The
Company accounts for awards of stock, stock options and restricted stock in accordance with ASC 718-10, “Compensation-Stock Compensation.”
ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal
to the vesting period). The compensation cost for stock option grants is determined by using option pricing models, intended to estimate
the fair value of the awards at the grant date less estimated forfeitures. The compensation expense for restricted stock is recognized
based on the fair value of the restricted stock awards less estimated forfeitures. The fair value of restricted stock awards is equal
to the fair value of the Company’s stock on the grant date. Compensation costs of $
On
January 21, 2026, the Company awarded a total of
On
January 21, 2026, the Company awarded a total of
| 22 |
On
January 21, 2026, the Company granted options to purchase
On
January 30, 2026, the Company also awarded a total of
On
March 24, 2026, the Company awarded a total of
On
June 2, 2026, the Company granted options to purchase
On
June 10, 2026, the Company awarded a total of
On
August 5, 2026, the Company granted options to purchase
On
September 16, 2026, the Company awarded a total of
On
September 16, 2026, the Company granted options to purchase
Subsequent
to the quarter end, on October 6, 2026, the Company awarded a total of
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants during the nine months ended September 30, 2026:
SCHEDULE OF FAIR VALUE OF OPTION GRANT OF WEIGHTED-AVERAGE ASSUMPTIONS
| 2026 | ||||
| Dividend yield | % | |||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected lives | ||||
| Estimated forfeitures | - | |||
| 23 |
During
the nine months ended September 30, 2026, nine participants in the Company’s equity incentive plans exercised options to purchase
a total of
As
of September 30, 2026, there were options outstanding under the Company’s equity incentive plans to purchase
NOTE 9 – FAIR VALUE MEASUREMENTS
In accordance with ASC 820-10, “Fair Value Measurements and Disclosures,” the Company measures certain financial assets and liabilities at fair value on a recurring basis, including marketable securities. The fair value of these financial assets and liabilities was determined using the following inputs at September 30, 2026 and December 31, 2025 (in thousands):
FINANCIAL ASSETS AND LIABILITIES RECOGNIZED AT FAIR VALUE ON A RECURRING BASIS
| Fair Value Measurements at Reporting Date Using | ||||||||||||||||
| Quoted Prices | Significant | |||||||||||||||
| In Active | Other | Significant | ||||||||||||||
| Markets for | Observable | Unobservable | ||||||||||||||
| Identical Assets | Inputs | Inputs | ||||||||||||||
| Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| As of September 30, 2026: | ||||||||||||||||
| Marketable Securities - Preferred stock | $ | $ | $ | - | $ | - | ||||||||||
| Marketable Securities - Common stock | - | - | ||||||||||||||
| Total | $ | $ | $ | - | $ | - | ||||||||||
| As of December 31, 2025: | ||||||||||||||||
| Marketable Securities - Preferred stock | $ | $ | $ | - | $ | - | ||||||||||
| Marketable Securities - Common stock | - | - | ||||||||||||||
| Total | $ | $ | $ | - | $ | - | ||||||||||
Since
2010, including dividends, the Company has netted over $
In addition to the Company’s investment in marketable securities at fair value, the Company is required to disclose certain information about fair values of its other financial instruments, as defined in ASC 825-10, Financial Instruments. Estimates of fair value are made at a specific point in time, based upon, where available, relevant market prices and information about the financial instrument. Such estimates do not include any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. All of the Company’s marketable securities have quoted market prices. However, for a portion of the Company’s other financial instruments, no quoted market value exists. Therefore, estimates of fair value are necessarily based on a number of significant assumptions (many of which involve events outside the control of management). Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties, future expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent estimates only and, therefore, cannot be compared to the historical accounting model. Use of different assumptions or methodologies is likely to result in significantly different fair value estimates.
The
fair value of cash and cash equivalents and notes receivable approximate their current carrying amounts since all such items are short-term
in nature. The fair value of variable rate loans payable approximate their current carrying amounts since such amounts payable are at
approximately a weighted-average current market rate of interest. As of September 30, 2026, the estimated fair value of fixed rate mortgages
payable amounted to $
| 24 |
NOTE 10 – CONTINGENCIES, COMMITMENTS AND OTHER MATTERS
The Company is subject to claims and litigation in the ordinary course of business. Management does not believe that any such claim or litigation will have a material adverse effect on the business, assets, or results of operations of the Company.
The
Company had an agreement with 21st Mortgage under which 21st Mortgage provided financing for home purchasers in the Company’s communities.
The Company did not receive referral fees or other cash compensation under the agreement. If 21st Mortgage made loans to purchasers and
those purchasers defaulted on their loans and 21st Mortgage repossessed the homes securing such loans, the Company agreed to purchase
from 21st Mortgage each such repossessed home for a price equal to
The Company entered into a Manufactured Home Retailer Agreement (the “MHRA”) with 21st Mortgage on January 24, 2023, under which 21st Mortgage provides financing for home purchasers in the Company’s communities. 21st Mortgage has no recourse against the Company under the MHRA except in instances where the Customer defaults before two scheduled monthly payments are paid by the purchaser and the default is based on any dispute between S&F and the purchaser surrounding the terms or execution of the purchase and sale of the home. Upon such a default, S&F is to take assignment of the loan from 21st Mortgage for the unpaid principal balance plus accrued interest. As of September 30, 2026, no loans have been originated under the MHRA.
S&F
entered into a Chattel Loan Origination, Sale and Servicing Agreement (“COP Program”) with Triad Financial Services, effective
January 1, 2016. Neither the Company, nor S&F, receive referral fees or other cash compensation under the agreement. If the loan
is approved under the COP Program, then it is originated by Triad, purchased by S&F and then assigned by S&F to the Company.
Included in Notes and Other Receivables is approximately $
The
Company and one of its subsidiaries are parties to a Limited Liability Company Agreement dated as of December 8, 2021 with an affiliate
of Nuveen (the “2021 LLC Agreement”), which governs the initial joint venture entity between the Company and Nuveen. The
2021 LLC Agreement provided for the parties to initially fund up to $
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In
2023, the Company and Nuveen formed a second joint venture entity, governed by a new Limited Liability Company Agreement dated as of
November 29, 2023 (the “2023 LLC Agreement”) entered into between a wholly owned subsidiary of the Company and an affiliate
of Nuveen, focused on the development and operation of a new manufactured housing community located in Honey Brook, Pennsylvania. The
community contains
On
June 26, 2026, UMH and Nuveen entered into a First Amendment to the 2021 LLC Agreement. Under the terms of the First Amendment, if
Nuveen chooses not to contribute additional capital to fund additional home acquisitions, UMH can continue to fund the 2021 joint
venture, thus increasing UMH’s ownership percentage and decreasing Nuveen’s ownership percentage. However, UMH’s
unilateral contributions to the 2021 joint venture cannot exceed an amount that would dilute Nuveen’s ownership below
NOTE 11– SUPPLEMENTAL CASH FLOW INFORMATION
Cash
paid for interest during the nine months ended September 30, 2026 and 2025 was $
During
the nine months ended September 30, 2026 and 2025, stock compensation of $
During
the nine months ended September 30, 2026 and 2025, compensation for payroll and related benefits of $
During
the nine months ended September 30, 2026 and 2025, the Company had Dividend Reinvestments of $
NOTE 12 – SUBSEQUENT EVENTS
Management has evaluated subsequent events for disclosure and/or recognition in the financial statements through the date that the financial statements were issued.
Subsequent
to September 30, 2026, the Company paid down its interest-bearing portion of its outstanding balance of $
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Subsequent
to the quarter end, on October 6, 2026, the Company awarded a total of
On
October 28, 2026, the Company drew down $
On
October 29, 2026, the Company paid off one mortgage totaling approximately $
NOTE 13 – PROFORMA FINANCIAL INFORMATION (UNAUDITED)
The following unaudited pro forma condensed financial information reflects the acquisitions during 2025. This information has been prepared utilizing the historical financial statements of the Company and the effect of additional revenue and expenses from the properties acquired during this period assuming that the acquisitions had occurred as of the first day of the applicable period, after giving effect to certain adjustments including: (a) rental and related income; (b) community operating expenses; (c) interest expense resulting from the assumed increase in mortgages and loans payable related to the new acquisitions; and (d) depreciation expense related to the new acquisitions. The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisitions reflected herein been consummated on the dates indicated or that will be achieved in the future (in thousands).
SUMMARY OF PRO FORMA FINANCIAL INFORMATION
| 9/30/26 | 9/30/25 | 9/30/26 | 9/30/25 | |||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| 9/30/26 | 9/30/25 | 9/30/26 | 9/30/25 | |||||||||||||
| Rental and Related Income | $ | $ | $ | $ | ||||||||||||
| Community Operating Expenses | ||||||||||||||||
| Net Income (Loss) Attributable to Common Shareholders | ( | ) | ||||||||||||||
| Net Income (Loss) Attributable to Common Shareholders Per Share – Basic and Diluted | $ | ( | ) | $ | $ | $ | ||||||||||
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Overview
The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the consolidated financial statements and footnotes thereto included elsewhere herein and in the Company’s annual report on Form 10-K for the year ended December 31, 2025.
The Company is a Maryland corporation that operates as a self-administered, self-managed REIT with headquarters in Freehold, New Jersey. The Company’s primary business is the ownership and operation of manufactured home communities, which includes leasing manufactured home spaces generally on an annual or month-to-month basis to residents. The Company also leases manufactured homes to residents and, through its wholly-owned taxable REIT subsidiary, S&F, sells manufactured homes to residents and prospective residents of our communities and for placement on customers’ privately-owned land. The Company also provides financing to home purchasers through its COP program with Triad Financial. During 2022, the Company also formed a qualified opportunity zone fund to acquire, develop and redevelop manufactured housing communities requiring substantial capital investment and located in areas designated as qualified opportunity zones by the Treasury Department pursuant to a program authorized under the 2017 Tax Cuts and Jobs Act to encourage long-term investment in economically distressed areas. The Company currently holds a 77% interest in the qualified opportunity zone fund.
As of September 30, 2026, the Company operated a portfolio of 145 manufactured home communities, of which 142 are majority owned and are included in our consolidated operations with the remaining three owned through our two joint ventures with Nuveen Real Estate in which the Company has a 42% interest in our first joint venture and a 40% interest in our second joint venture. Our first joint venture owns two communities in Florida (Sebring Square and Rum Runner) and our second joint venture owns one community in Pennsylvania (Honey Ridge). Of the 142 majority owned communities, 140 are owned 100% by the Company with the remaining two owned by the Company’s Opportunity Zone Fund, in which the Company has a 77% interest. The Company’s portfolio of 145 communities contains approximately 27,300 developed homesites, of which 11,400 contain rental homes that are leased to residents. These 145 communities are located in twelve states consisting of New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina, Florida and Georgia. In addition, the Company has over 1,000 self-storage units that are available for leasing by residents. UMH has continued to execute our growth strategy of purchasing well-located communities in our target markets, including the energy-rich Marcellus and Utica Shale regions.
The Company earns income from the operation of its manufactured home communities which includes leasing of manufactured homesites, the rental of manufactured homes, the sale and finance of manufactured homes, the brokering of third-party home sales, self-storage leases, oil and gas leases, cable service agreements and from appreciation in the values of the manufactured home communities and vacant land owned by the Company. In addition, the Company receives property management and other fees from its joint venture arrangements with Nuveen and from its opportunity zone fund.
The primary focus of our business is the operation of our manufactured home communities, leasing of manufactured homesites and manufactured homes in our communities to residents. The sales of homes are integrated with the leasing of these manufactured homes and homesites. The Company reports segment information in accordance with ASC Topic 280, Segment Information (“ASC 280”). ASC 280 requires companies to report financial and descriptive information for each identified operating segment based on management’s internal organizational decision-making structure. Management has determined that the Company has one single reportable segment based on its method of internal reporting in addition to its allocation of capital and resources. The primary focus of our business is the ownership and operation of our manufactured home communities, leasing of manufactured homesites and manufactured homes in our communities to residents. The sales of homes are integrated with the leasing of these manufactured homes and homesites. Sales of homes are necessary to maintain and increase occupancy at our communities. These leasing activities generate rental revenues and incur operating expenses. As each of the Company’s assets has similar economic characteristics, the assets have been aggregated into one reportable segment. The accounting policies for the reportable segment are the same as those described in Note 2 – Summary of Significant Accounting Policies included in our annual report on Form 10-K for the year ended December 31, 2025. Our Chief Executive Officer, with the assistance of our Chief Operating Officer, is the Company’s Chief Operating Decision Maker (“CODM”). The CODM is provided with consolidated financial statements to assess segment performance and decide how to allocate resources based on consolidated net income, which is reported on the Consolidated Statements of Income (Loss). The measure of segment assets is reported on the Consolidated Balance Sheets as Total Assets. Total expenditures for additions to segment long-lived assets are consistent with the amounts presented in the accompanying Consolidated Statements of Cash Flows. The CODM reviews net income on an individual asset level and on a consolidated level and uses this information to monitor actual results, evaluate returns on assets and determine how to reinvest profits. The revenue, costs and expenses, and net income for the reportable segment are the same as those presented on the Consolidated Statements of Income (Loss). We report our results of operations consistent with the manner in which the CODM reviews the business to assess performance and allocate resources.
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The Company believes that its capital structure, which allows for the ownership of assets using a balanced combination of equity obtained through the issuance of common stock, preferred stock and debt, will enhance shareholder returns as the properties appreciate over time.
The Company intends to continue to increase its real estate investments and investments in expansions. Our business plan includes acquiring communities that over time are expected to yield in excess of our cost of funds and then investing in physical improvements, including adding rental homes onto otherwise vacant sites. This has resulted in increased occupancy rates and improved operating results. For the three and nine months ended September 30, 2026, rental and related income increased 8% and 9%, respectively, from the prior year period and Community Net Operating Income (“NOI”), as defined below, increased 10% and 9%, respectively. Same property NOI, which includes communities owned and operated as of January 1, 2025 (excluding River Bluff Estates), increased 10% and 9% for the three and nine months ended September 30, 2026, respectively, over the prior year period driven by a 30 basis point increase in occupancy, to 88.8%, and rental rate increases of 5.1%. We have been positioning ourselves for future growth and will continue to seek opportunistic investments. In addition, on behalf of our joint venture arrangements with Nuveen Real Estate, we will seek opportunities to acquire manufactured home communities that are under development and/or newly developed and meet certain other investment guidelines. We will also seek additional opportunities, through our opportunity zone fund, to acquire communities that require substantial capital investment and are located in qualified opportunity zones.
The macro-economic environment and current housing fundamentals continue to favor home rentals. Although 30-year fixed rate mortgage rates have shown signs of stabilizing, they are still approximately 7.3%. Housing inventory has improved but affordability remains a challenge for many prospective buyers, especially lower and middle-income households. We believe rental homes in a manufactured home community allow the resident to obtain the efficiencies of factory-built housing and the amenities of community living for less than the cost of other forms of affordable housing. We continue to see strong demand for rental homes. During the nine months ended September 30, 2026, our portfolio of rental homes, including the joint venture entities, increased by 324 homes, net of rental home sales. Occupied rental homes represent approximately 44.9% of total occupied sites. Occupancy in rental homes continues to be strong and registered at 94.8% as of September 30, 2026. Our manufactured home communities compare favorably with other types of rental housing, including apartments, and we will continue to allocate capital to rental home purchases, as demand dictates.
See PART I, Item 1 – Business in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a more complete discussion of the economic and industry-wide factors relevant to the Company and the opportunities and challenges, and risks on which the Company is focused.
Significant Accounting Policies and Estimates
The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the Company’s consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.
On a regular basis, management evaluates our assumptions, judgments and estimates. Management believes there have been no material changes to the items that we disclosed as our significant accounting policies and estimates under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2025.
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Supplemental Measures
In addition to the results reported in accordance with U.S. GAAP, management’s discussion and analysis of financial condition and results of operations include certain non-U.S. GAAP financial measures that in management’s view of the business we believe are meaningful as they allow the investor the ability to understand key operating details of our business both with and without regard to certain accounting conventions or items that may not always be indicative of recurring annual cash flows of the portfolio. These non-U.S. GAAP financial measures as determined and presented by us may not be comparable to related or similarly titled measures reported by other companies and include Community Net Operating Income (“Community NOI”), Funds from Operations Attributable to Common Shareholders (“FFO”) and Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”).
We define Community NOI as rental and related income less community operating expenses such as real estate taxes, repairs and maintenance, community salaries, utilities, insurance and other expenses. We believe that Community NOI is helpful to investors and analysts as a direct measure of the actual operating results of our manufactured home communities, rather than our Company overall. Community NOI should not be considered a substitute for the reported results prepared in accordance with U.S. GAAP. Community NOI should not be considered as an alternative to net income (loss) as an indicator of our financial performance, or to cash flows as a measure of liquidity; nor is it indicative of funds available for our cash needs, including our ability to make cash distributions.
A reconciliation of Net Income (Loss) Attributable to Common Shareholders to Community NOI for the three and nine months ended September 30, 2026 and 2025 is calculated as follows (in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| 9/30/26 | 9/30/25 | 9/30/26 | 9/30/25 | |||||||||||||
| Net Income (Loss) Attributable to Common Shareholders | $ | (2,144 | ) | $ | 4,211 | $ | 4,855 | $ | 6,472 | |||||||
| Sales of Manufactured Homes | (11,784 | ) | (9,147 | ) | (28,707 | ) | (26,276 | ) | ||||||||
| Cost of Sales of Manufactured Homes | 8,127 | 5,795 | 19,010 | 17,264 | ||||||||||||
| Selling Expenses | 2,351 | 2,223 | 6,555 | 5,685 | ||||||||||||
| General and Administrative Expenses | 5,350 | 4,283 | 15,962 | 16,538 | ||||||||||||
| Depreciation Expense | 18,530 | 16,808 | 54,773 | 49,210 | ||||||||||||
| Interest Income | (2,014 | ) | (2,354 | ) | (6,151 | ) | (6,677 | ) | ||||||||
| Dividend Income | (322 | ) | (373 | ) | (925 | ) | (1,122 | ) | ||||||||
| Loss on Sales Marketable Securities, net | 130 | -0- | 36,548 | -0- | ||||||||||||
| (Increase) Decrease in Fair Value of Marketable Securities | 3,647 | (1,576 | ) | (38,663 | ) | 161 | ||||||||||
| Other Income | (249 | ) | (265 | ) | (680 | ) | (694 | ) | ||||||||
| Loss on Investment in Joint Ventures | 52 | 96 | 140 | 310 | ||||||||||||
| Interest Expense, including Amortization of Financing Costs | 9,300 | 7,930 | 28,065 | 21,232 | ||||||||||||
| (Gain) Loss on Sales of Investment Property and Equipment | (27 | ) | 72 | (72 | ) | 109 | ||||||||||
| Preferred Dividends | 5,329 | 5,129 | 15,682 | 15,387 | ||||||||||||
| Loss Attributable to Non-Controlling Interest | (81 | ) | (55 | ) | (212 | ) | (159 | ) | ||||||||
| Community NOI | $ | 36,195 | $ | 32,777 | $ | 106,180 | $ | 97,440 | ||||||||
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The Company’s Community NOI for the three and nine months ended September 30, 2026 and 2025 consists of (in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| 9/30/26 | 9/30/25 | 9/30/26 | 9/30/25 | |||||||||||||
| Rental and Related Income | $ | 62,351 | $ | 57,771 | $ | 182,906 | $ | 168,510 | ||||||||
| Less: Community Operating Expenses | 26,156 | 24,994 | 76,726 | 71,070 | ||||||||||||
| Community NOI | $ | 36,195 | $ | 32,777 | $ | 106,180 | $ | 97,440 | ||||||||
We assess and measure our overall operating results based upon FFO, an industry performance measure 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 Nareit, represents net income (loss) attributable to common shareholders, as defined by accounting principles generally accepted in the U.S. (“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 change in the fair value of marketable securities from our FFO calculation. Nareit created FFO as a non-U.S. GAAP supplemental measure of REIT operating performance. We define Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”), as FFO, excluding certain one-time charges. FFO and Normalized FFO should be considered as supplemental measures of operating performance used by REITs. FFO and Normalized FFO exclude historical cost depreciation as an expense and may facilitate the comparison of REITs which have a different cost basis. However, other REITs may use different methodologies to calculate FFO and Normalized FFO and, accordingly, our FFO and Normalized FFO may not be comparable to all other REITs. The items excluded from FFO and Normalized FFO are significant components in understanding the Company’s financial performance.
FFO and Normalized FFO (i) do not represent Cash Flow from Operations as defined by U.S. GAAP; (ii) should not be considered as an alternative 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.
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A reconciliation of Net Income (Loss) Attributable to Common Shareholders to the Company’s FFO and Normalized FFO, attributable to common shareholders for the three and nine months ended September 30, 2026 and 2025 are calculated as follows (in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| 9/30/26 | 9/30/25 | 9/30/26 | 9/30/25 | |||||||||||||
| Net Income (Loss) Attributable to Common Shareholders | $ | (2,144 | ) | $ | 4,211 | $ | 4,855 | $ | 6,472 | |||||||
| Depreciation Expense | 18,530 | 16,808 | 54,773 | 49,210 | ||||||||||||
| Depreciation Expense from Unconsolidated Joint Ventures | 258 | 228 | 752 | 666 | ||||||||||||
| (Gain) Loss on Sales of Investment Property and Equipment | (27 | ) | 72 | (72 | ) | 109 | ||||||||||
| (Increase) Decrease in Fair Value of Marketable Securities | 3,647 | (1,576 | ) | (38,663 | ) | 161 | ||||||||||
| Loss on Sales of Marketable Securities, net | 130 | -0- | 36,548 | -0- | ||||||||||||
| FFO Attributable to Common Shareholders | 20,394 | 19,743 | 58,193 | 56,618 | ||||||||||||
| Adjustments: | ||||||||||||||||
| Amortization of Financing Costs | 876 | 877 | 2,939 | 2,123 | ||||||||||||
| Non- Recurring Other Expense (1) | 795 | 693 | 1,806 | 844 | ||||||||||||
| Normalized FFO Attributable to | ||||||||||||||||
| Common Shareholders | $ | 22,065 | $ | 21,313 | $ | 62,938 | $ | 59,585 | ||||||||
| (1) | Consists of one-time legal fees and professional fees ($510 and $1,373, respectively) and employee transition pay ($285 and $433, respectively) for the three and nine months ended September 30, 2026. Consists of one-time legal and professional fees for the three and nine months ended September 30, 2025. |
The following are the cash flows provided by (used in) operating, investing and financing activities for the nine months ended September 30, 2026 and 2025 (in thousands):
| Nine Months Ended | ||||||||
| 9/30/26 | 9/30/25 | |||||||
| Operating Activities | $ | 62,080 | $ | 60,643 | ||||
| Investing Activities | (131,300 | ) | (164,736 | ) | ||||
| Financing Activities | 35,339 | 37,385 | ||||||
Changes In Results Of Operations
Net Income (Loss) Attributable to Common Shareholders decreased $6.4 million from net income of $4.2 million for the three months ended September 30, 2025, to a net loss of $2.1 million for the three months ended September 30, 2026. Net Income Attributable to Common Shareholders decreased $1.6 million from net income of $6.5 million for the nine months ended September 30, 2025, to net income of $4.9 million for the nine months ended September 30, 2026. The decreases for both the three and nine months ended from September 30, 2025 to September 30, 2026, were mainly due to increases in interest expense and depreciation expense and the change in fair value of marketable securities, partially offset by an increase in Community NOI.
Rental and related income increased 8% from $57.8 million for the three months ended September 30, 2025 to $62.4 million for the three months ended September 30, 2026. Rental and related income increased 9% from $168.5 million for the nine months ended September 30, 2025 to $182.9 million for the nine months ended September 30, 2026. These increases were due to acquisitions in 2025, increases in rental rates and same property occupancy and additional rental homes. Same property occupancy has increased 30 basis points from 88.5% as of September 30, 2025 to 88.8% at September 30, 2026. Occupied rental homes increased 6% from approximately 10,100 homes at September 30, 2025 to 10,800 homes at September 30, 2026.
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Community operating expenses increased 5% from $25.0 million for the three months ended September 30, 2025 to $26.2 million for the three months ended September 30, 2026. Community operating expenses increased 8% from $71.1 million for the nine months ended September 30, 2025 to $76.7 million for the nine months ended September 30, 2026. These increases were due to acquisitions made in 2025 and an increase in payroll and related costs, real estate taxes, insurance and water and sewer costs.
Community NOI increased 10% from $32.8 million for the three months ended September 30, 2025 to $36.2 million for the three months ended September 30, 2026. Community NOI increased 9% from $97.4 million for the nine months ended September 30, 2025 to $106.2 million for the nine months ended September 30, 2026. These increases were primarily due to increases in rental rates, occupancy and rental homes. For the three months ended September 30, 2026 and 2025, the Company’s operating expense ratio (defined as community operating expenses divided by rental and related income), without one-time legal and professional fees, decreased 30 basis points and was 41.9% and 42.2%, respectively and was flat at 41.8% for both the nine months ended September 30, 2026 and 2025. Many recently acquired communities have deferred maintenance requiring higher than normal expenditures in the first few years of ownership. Since most of the community expenses consist of fixed costs, as occupancy rates increase, these expense ratios are expected to continue to improve. Due to the Company’s ability to increase its rental rates annually (subject to limitations on rent increases in certain jurisdictions), increasing costs due to inflation and changing prices have generally not had a material effect on revenue and income from continuing operations.
Including sales from our Joint Ventures with Nuveen Real Estate, which includes sales at our Honey Ridge community, sales of manufactured homes increased 29% from $10.0 million for the three months ended September 30, 2025 to $12.8 million for the three months ended September 30, 2026 and increased 16% from $27.1 million for the nine months ended September 30, 2025 to $31.4 million for the nine months ended September 30, 2026.
Sales of manufactured homes increased 29% from $9.1 million, or 100 homes, for the three months ended September 30, 2025 to $11.8 million, or 109 homes, for the three months ended September 30, 2026. The average sales price was $108,000 and $91,000 for the three months ended September 30, 2026 and 2025, respectively. Cost of sales of manufactured homes amounted to $8.1 million and $5.8 million for the three months ended September 30, 2026 and 2025, respectively. The gross profit percentage was 31% and 37% for the three months ended September 30, 2026 and 2025, respectively. Selling expenses, which includes salaries, commissions, advertising and other miscellaneous expenses, amounted to $2.4 million and $2.2 million for the three months ended September 30, 2026 and 2025, respectively. Gain from the sales operations (defined as sales of manufactured homes, less cost of sales of manufactured homes, less selling expenses, less interest on the financing of inventory) amounted to $1.0 million or 9% of total sales and $1.3 million or 14% of total sales for the three months ended September 30, 2026 and 2025, respectively. Gains from the sales operations, excluding interest on the financing of inventory, amounted to $1.3 million or 11% of total sales and $1.1 million or 12% of total sales for the three months ended September 30, 2026 and 2025, respectively.
Sales of manufactured homes increased 9% from $26.3 million, or 273 homes, for the nine months ended September 30, 2025 to $28.7 million, or 283 homes, for the nine months ended September 30, 2026. The average sales price was $101,000 and $96,000 for the nine months ended September 30, 2026 and 2025, respectively. Cost of sales of manufactured homes amounted to $19.0 million and $17.3 million for the nine months ended September 30, 2026 and 2025, respectively. The gross profit percentage was 34% for the nine months ended September 30, 2026 and 2025. Selling expenses amounted to $6.6 million and $5.7 million for the nine months ended September 30, 2026 and 2025, respectively. Gains from the sales operations amounted to $2.7 million or 9% of total sales and $3.2 million or 12% of total sales for the nine months ended September 30, 2026 and 2025, respectively. Gains from the sales operations, excluding interest on the financing of inventory, amounted to $3.1 million or 11% of total sales and $3.3 million or 13% of total sales for the nine months ended September 30, 2026 and 2025, respectively. Many of the costs associated with sales, such as salaries, and to an extent, advertising and promotion, are fixed.
The median price for a single-family home in America has increased year over year for 39 consecutive months and is still near record highs and is currently around $423,000, driven by low inventory and high demand. Affordability remains strained as sales have slowed and mortgage rates currently hover near 7.3%. With approximately 66% of outstanding mortgages having an interest rate below 5%, many homeowners are reluctant to give up low-rate mortgages, resulting in an unwillingness to sell their homes. Therefore, the inherent relative affordability of our property type has become increasingly more apparent, which should result in increased demand. The Company continues to be optimistic about future sales and rental prospects given the fundamental need for affordable housing. The Company believes that sales of new homes produce new rental revenue and represent an investment in the upgrading of our communities. In addition, the recently enacted 21st Century ROAD to Housing Act includes several provisions designed to support and expand the manufactured housing industry by reducing regulatory barriers, improving access to financing and encouraging increased utilization of factory-built housing. The legislation provides greater flexibility in the design and construction of manufactured homes, including eliminating the federal requirement for a permanent chassis. We believe these initiatives should enhance the attractiveness and affordability of manufactured housing, expand homeownership opportunities and increase demand for homes and sites within our communities.
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General and administrative expenses increased 25% from $4.3 million for the three months ended September 30, 2025 to $5.4 million for the three months ended September 30, 2026. This increase is primarily due to an increase in meeting costs as a result of our biennial in-person employee training meeting (which was not held last year) and an increase in payroll and related personnel costs. General and administrative expenses decreased 3% from $16.5 million for the nine months ended September 30, 2025 to $16.0 million for the nine months ended September 30, 2026. This decrease is primarily due to a decrease in stock-based compensation expense from $4.3 million for the nine months ended September 30, 2025 to $3.0 million for the nine months ended September 30, 2026. General and administrative expenses as a percentage of gross revenue (total income plus interest, dividends and other income) was 7.0% and 7.3% for the three and nine months ended September 30, 2026, respectively, as compared to 6.1% and 8.1% for the three and nine months ended September 30, 2025, respectively.
Depreciation expense increased 10% from $16.8 million for the three months ended September 30, 2025 to $18.5 million for the three months ended September 30, 2026. Depreciation expense increased 11% from $49.2 million for the nine months ended September 30, 2025 to $54.8 million for the nine months ended September 30, 2026. This increase was primarily due to the increase in depreciation for rental homes, acquisitions in 2025 and expansions during 2025 and 2026.
Interest income decreased 14% from $2.4 million for the three months ended September 30, 2025 to $2.0 million for the three months ended September 30, 2026. Interest income decreased 8% from $6.7 million for the nine months ended September 30, 2025 to $6.2 million for the nine months ended September 30, 2026. This decrease was primarily due to the decreased interest earned on our excess cash, partially offset by an increase in the average balance of notes receivable. The average balance of notes receivable was $107.1 million and $94.4 million at September 30, 2026 and 2025, respectively.
Dividend income remained relatively stable for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025.
For the three months ended September 30, 2026, the Company had a net loss of $3.8 million on our securities portfolio consisting of a decrease in fair value of marketable securities of $3.6 million and a loss on sales of marketable securities of $130,000. For the nine months ended September 30, 2026, the Company had a net gain of $2.1 million on our securities portfolio consisting of an increase in fair value of marketable securities of $38.7 million partially offset by a loss on sales of marketable securities of $36.5 million. The Company had an increase in the fair value of marketable securities of $1.6 million and a decrease of $161,000 for the three and nine months ended September 30, 2025, respectively. As of September 30, 2026, the Company had total net unrealized losses of $2.1 million in its REIT securities portfolio.
Since 2010, including dividends, the Company has netted over $59.1 million in gains from our investments in marketable equity securities issued by other REITs. Other than purchasing marketable equity securities through automatic dividend reinvestments, the Company has not made any purchases of REIT securities since 2022 and the Company does not intend to increase its investment in the REIT securities portfolio. The REIT securities portfolio provides the Company with additional diversification, liquidity and income.
Interest expense, including amortization of financing costs, increased 17% from $7.9 million for the three months ended September 30, 2025 to $9.3 million for the three months ended September 30, 2026. Interest expense, including amortization of financing costs, increased 32% from $21.2 million for the nine months ended September 30, 2025 to $28.1 million for the nine months ended September 30, 2026. The average balance of our total debt increased from $643.6 million at September 30, 2025 to $805.8 million at September 30, 2026. The weighted average interest rate on our total debt increased from 4.8% at September 30, 2025 to 5.0% at September 30, 2026, respectively.
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Changes in Financial Condition
Total investment property increased 4% or $81.9 million during the nine months ended September 30, 2026. In addition to adding 324 rental homes, net of 128 rental homes sold to its communities during the nine months ended September 30, 2026, the Company is preparing sites for additional homes to be added during the year. Occupied rentals increased by 544 rental homes from December 31, 2025 to September 30, 2026. The Company’s occupancy rate on its rental homes portfolio increased 100 basis points and was 94.8% at September 30, 2026 as compared to 93.8% at December 31, 2025.
Marketable securities increased 8% or $1.8 million during the nine months ended September 30, 2026 due to the net increase in fair value. Since 2010, including dividends, the Company has netted over $59.1 million in gains from its investments in marketable equity securities issued by other REITs. Other than purchasing marketable equity securities through automatic dividend reinvestments, the Company has not made any purchases of REIT securities since 2022 and we do not intend to increase our investments in our REIT securities portfolio.
Land development costs increased 105% or $41.8 million during the nine months ended September 30, 2026 due to an increase in expansion projects. Since 2018, the Company has built 1,192 expansion sites in 16 communities. Occupancy levels at these sites are approximately 51%. Once fully occupied, these sites will contribute to increased community operating income. The Company currently has approximately 1,184 expansion sites in the approval process, including one greenfield development in Coxsackie, NY for approximately 360 sites.
Mortgages payable, net of unamortized debt issuance costs, decreased 2% or $13.0 million during the nine months ended September 30, 2026, primarily due to a new mortgage of $10.2 million offset by mortgage payoffs of approximately $17.0 million and principal payments of approximately $6.8 million.
Loans payable, net of unamortized debt issuance costs, increased 364% or $100.7 million during the nine months ended September 30, 2026. This increase was due to $100 million being drawn down on our unsecured line of credit, an increase of $2.7 million on our line of credit for financing home sales, plus an increase due to the amortization of debt issuance costs of $782,000, offset by the paydown of $555,000 on our revolving lines of credit used to purchase home inventory and $1.9 million of debt issuance costs incurred to expand and extend our existing unsecured line of credit.
Liquidity and Capital Resources
The Company’s focus is on real estate investments, including investment in rental homes. The Company’s principal liquidity demands have historically been, and are expected to continue to be, distributions to the Company’s shareholders, acquisitions, capital improvements, development and expansions of properties, debt service, purchases of manufactured home inventory and rental homes, financing of manufactured home sales and payments of expenses relating to real estate operations. We anticipate that the liquidity demands of the recent properties acquired will be met by the operations of these acquisitions. The Company’s ability to generate cash adequate to meet these demands is dependent primarily on income from its real estate investments, the sale of real estate investments, refinancing of mortgage debt, leveraging of real estate investments, availability of bank borrowings, lines of credit, and other incurrence of indebtedness, proceeds from the DRIP, and access to the capital markets, including through its Common and Preferred ATM Programs.
In addition to cash generated through operations, the Company uses a variety of sources to fund its cash needs, including acquisitions. The Company may sell marketable securities from its investment portfolio, borrow on its unsecured credit facility or lines of credit, incur other indebtedness, finance and refinance its properties, and/or raise capital through the DRIP and capital markets, including through the Company’s ATM Programs. In order to provide financial flexibility to opportunistically access the capital markets, the Company implemented a September 2024 Common ATM Program which allows the Company to offer and sell shares of the Company’s common stock, having an aggregate sales price of up to $150 million, from time to time through the Distribution Agents. As of September 30, 2026, $44.6 million of common stock remained eligible for sale under the September 2024 Common ATM Program. Additionally, the Company implemented a 2025 Preferred ATM Program which allows the Company to offer and sell shares of the Company’s Series D Preferred Stock having an aggregate sales price of up to $100 million from time to time through B. Riley, as Distribution Agent. On May 11, 2026, the Company amended and restated its existing at-the-market issuance sale agreement for the 2025 Preferred ATM Program with B. Riley Securities, Inc. to add Cantor Fitzgerald & Co. and Maxim Group LLC (each, a “Distribution Agent” and, collectively with B. Riley Securities, Inc., the “Distribution Agents”). The Distribution Agents are not required to sell any specific number or dollar amount of securities but will use their commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Distribution Agents and the Company.
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As of September 30, 2026, $84.6 million of Series D Preferred Stock remained eligible for sale under the 2025 Preferred ATM Program.
The Company intends to continue to increase its real estate investments. Our business plan includes acquiring communities that over time are expected to yield in excess of our cost of funds and then investing in physical improvements, including adding rental homes onto otherwise vacant sites. As part of this plan, we intend to continue to seek opportunities, through our opportunity zone fund, to acquire communities that require substantial capital investment and are located in qualified opportunity zones. In addition, on behalf of our joint venture with Nuveen Real Estate, we will continue to seek opportunities to acquire manufactured home communities that are under development and/or newly developed and meet certain other investment guidelines. There is no guarantee that any of these additional opportunities will materialize or that the Company will be able to take advantage of such opportunities. The growth of our real estate portfolio and success of our joint venture depends on the availability of suitable properties which meet the Company’s investment criteria and appropriate financing. Competition in the market areas in which the Company operates is significant. To the extent that funds or appropriate communities are not available, fewer acquisitions will be made.
The Company continues to strengthen its capital and liquidity positions. During the nine months ended September 30, 2026, the Company issued and sold 664,000 shares of Series D Preferred Stock through our 2025 Preferred ATM Program, at a weighted average price of $21.73 per share, generating gross proceeds of $14.4 million and net proceeds of $13.8 million, after offering expenses. During the nine months ended September 30, 2026, the Company did not sell any shares of common stock under our September 2024 Common ATM Program. Furthermore, the Company has not sold any shares under the September 2024 Common ATM Program since September 2025.
The Company also raised $7.0 million from the issuance of common stock in the DRIP during the nine months ended September 30, 2026, which included dividend reinvestments of $3.1 million. Dividends paid on the common stock for the nine months ended September 30, 2026 were $57.5 million, including $3.1 million reinvested. Dividends paid on the Series D Preferred Stock for the nine months ended September 30, 2026 totaled $15.7 million.
Net cash provided by operating activities amounted to $62.1 million and $60.6 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, the Company had cash and cash equivalents of $38.2 million, marketable securities of $25.6 million and $160 million available on our credit facility, with a potential total availability of up to $600 million pursuant to an accordion feature. We also had approximately $126 million available on our revolving lines of credit for the financing of home sales and purchases of inventory and $55 million available on our lines of credit secured by rental homes and rental homes leases.
On May 7, 2026, we entered into a Third Amended and Restated Credit Agreement (the “Amendment”) to expand and extend our existing unsecured revolving credit facility (the “Facility”). The Facility is syndicated with three banks, BMO Capital Markets Corp. (“BMO”), JPMorgan Chase Bank, N.A. (“JPMorgan”) and Wells Fargo Bank, N.A. (“Wells Fargo”) as joint lead arrangers and joint book runners, with BMO Bank, N.A. as administrative agent. The Facility provides for $260 million in available borrowings with a $340 million accordion feature, bringing the total potential availability up to $600 million, subject to certain conditions including obtaining commitments from additional lenders. The Amendment also extends the maturity date of the Facility from November 7, 2026 to May 7, 2030, with a further one-year extension available at our option, subject to certain conditions including payment of an extension fee. Availability under the amended Facility is limited to 60% of the value of a pool of unencumbered communities owned 100% by us. The value of these unencumbered communities increased through the reduction of the capitalization rate from 6.5% to now 6.0% applied to the Net Operating Income (“NOI”) generated by these unencumbered communities. Interest is based on the Company’s overall leverage ratio and has been reduced by approximately 35 to 40 basis points, depending on the Company’s overall leverage ratio, and is now equal to the Secured Overnight Financing Rate (“SOFR”) plus 1.30% to 1.90%, or BMO’s prime lending rate plus 0.30% to 0.90%.
The Company owns a portfolio of 145 manufactured home communities, of which 142 are majority owned and are included in our consolidated operations with the remaining three owned through our joint ventures with Nuveen Real Estate. Of the 142 majority owned communities, 140 are owned 100% by the Company, of which 60 are unencumbered and are eligible to be included in the unencumbered asset pool under our unsecured revolving credit facility. We may choose to exclude any of these communities from the unencumbered asset pool so that we can raise additional funds by obtaining community level mortgage debt on these communities. Our marketable securities, unencumbered properties, and lines of credit provide the Company with additional liquidity. The Company holds a 42% interest in our first joint venture with Nuveen, which owns two newly developed communities that are unencumbered, and a 40% interest in our second joint venture with Nuveen, which owns one newly developed community that is unencumbered.
As of September 30, 2026, the Company had total assets of $1.8 billion and total liabilities of $884.5 million. The Company’s net debt (net of unamortized debt issuance costs and cash and cash equivalents) to total market capitalization as of September 30, 2026 was approximately 32% and the Company’s net debt, less securities to total market capitalization as of September 30, 2026 was approximately 31%. As of September 30, 2026, the Company had six mortgages totaling $56.5 million due within the next 12 months. The Company believes that it has the ability to meet its obligations and to generate funds for new investments.
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Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this Form 10-Q, 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 (the “Exchange Act”). Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, intentions, plans, objectives, goals, strategies, future events, performance and underlying assumptions and other statements that are not historical facts. Forward-looking statements can be identified by their use of forward-looking words, such as “may,” “will,” “anticipate,” “expect,” “believe,” “intend,” “plan,” “should,” “seek” or comparable terms, or the negative use of those words, but the absence of these words does not necessarily mean that a statement is not forward-looking.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. Some of these factors are described below and under the headings “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports filed with the Securities and Exchange Commission. These and other risks, uncertainties and factors could cause our actual results to differ materially from those included in any forward-looking statements we make. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that could cause actual results to differ materially from our expectations include, among others:
| ● | 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; | |
| ● | 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; and | |
| ● | those risks and uncertainties referenced under the heading “Risk Factors” contained in this Form 10-Q and the Company’s other filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025. |
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You should not place undue reliance on these forward-looking statements, as events described or implied in such statements may not occur. The forward-looking statements contained in this Form 10-Q speak only as of the date hereof and the Company expressly disclaims any obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
There have been no material changes to information required regarding quantitative and qualitative disclosures about market risk from the end of the preceding year to the date of this Quarterly Report on Form 10-Q.
| Item 4. | Controls and Procedures |
The Company’s President and Chief Executive Officer (principal executive officer) and the Company’s Executive Vice President and Chief Financial Officer (principal financial and accounting officer), with the assistance of other members of the Company’s management, have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Company’s President and Chief Executive Officer and Executive Vice President and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of the end of such period.
Changes In Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarterly period ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II – OTHER INFORMATION
| Item 1. | Legal Proceedings |
| None. |
| Item 1A. | Risk Factors |
As discussed in Note 4 and Note 10 to the Consolidated Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q, during the nine months ended September 30, 2026, the Company entered into an amendment to the terms of its 2021 joint venture with Nuveen Real Estate. Accordingly, the previously disclosed risk factor relating to our joint venture relationship with Nuveen Real Estate that was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 is updated to read as follows:
Our joint venture relationship with Nuveen Real Estate may subject us to risks, including limitations on our decision-making authority and the risk of disputes, which could adversely affect us. We have entered into joint venture arrangements with Nuveen Real Estate under which we operate three manufactured home communities that are recently developed. It is possible that our joint venture partner, Nuveen Real Estate, may have business interests, goals, priorities or concerns that are different from our business interests, goals, priorities or concerns. Although we manage the joint venture entities and their properties, we do not have full control over decisions and require approval of Nuveen Real Estate for major decisions. As a result, we may face the risk of disputes, including potential deadlocks in making decisions. In addition, the joint venture agreements provide that until the capital contributions to the joint venture entities are fully funded or the joint ventures are terminated, and unless Nuveen declines an acquisition proposed by us, the joint ventures will be the exclusive vehicle for us to acquire any manufactured home communities that meet the joint venture’s investment guidelines. Nuveen Real Estate will have the right to remove and replace us as managing member of the joint venture entities and manager of the joint venture’s properties if we breach certain obligations or certain events occur, in which event Nuveen Real Estate may elect to buy out our interest in the applicable joint venture entity at 98% of its value. With respect to the initial joint venture that was formed in 2021, which owns and operates two communities in Florida, in June 2026, we and Nuveen agreed to certain changes in the 2021 LLC Agreement, including a new provision giving Nuveen the right, at any time after December 31, 2027 (or earlier if we violate certain requirements of the 2021 LLC Agreement or experience a “Change in Control”), to require us to purchase Nuveen’s 58% interest in the joint venture for cash at an amount equal to Nuveen’s total capital contributions to the 2021 joint venture, which as of September 30, 2026 totaled approximately $41.7 million. There are also significant restrictions on our ability to exit the joint ventures. Any of these provisions could adversely affect us.
Except as set forth above, there have been no material changes to information required regarding risk factors from the end of the preceding year to the date of this Quarterly Report on Form 10-Q.
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A – “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.
|
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
| None. |
| Item 3. | Defaults Upon Senior Securities |
| None. |
| Item 4. | Mine Safety Disclosures |
| None. |
| Item 5. | Other Information |
(a) Information Required to be Disclosed in a Report on Form 8-K, but not Reported – None. | |
(b) Material Changes to the Procedures by which Security Holders may Recommend Nominees to the Board of Directors – None.
| |
| (c) Rule 10b5-1 Plan Adoptions or Modifications – None. |
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| Item 6. | Exhibits |
31.1 |
Certification of Samuel A. Landy, President and Chief Executive Officer of the Company, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (Filed herewith). |
31.2 |
Certification of Kevin S. Miller, Chief Financial Officer of the Company, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (Filed herewith). |
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Samuel A. Landy, President and Chief Executive Officer, and Kevin S. Miller, Chief Financial Officer (Furnished herewith). |
| 101 | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (Loss), (iii) the Consolidated Statements of Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements. |
| As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934. | |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| UMH PROPERTIES, INC. | |||
| DATE: | November 2, 2026 | By | /s/ Samuel A. Landy |
| Samuel A. Landy | |||
| President and Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| DATE: | November 2, 2026 | By | /s/ Kevin S. Miller |
| Kevin S. Miller | |||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |||
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