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 | (I.R.S. Employer | |
| incorporation or organization) | 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 | ||
| New York Stock Exchange | ||||
| New York Stock Exchange | ||||
| New York Stock Exchange |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
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:
| Large accelerated filer | ☐ | Accelerated filer | ☒ |
| Non-accelerated filer | ☐ | Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
Indicate the number of shares outstanding of each issuer’s class of common stock, as of the latest practicable date:
| Class | Outstanding Common Shares as of May 1, 2021 | |
| Common Stock, $.10 par value per share |
UMH PROPERTIES, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2021
Table of Contents
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | |
| Consolidated Balance Sheets | 3 | |
| Consolidated Statements of Income (Loss) | 5 | |
| Consolidated Statements of Shareholders’ Equity | 6 | |
| Consolidated Statements of Cash Flows | 8 | |
| Notes To Consolidated Financial Statements | 9 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 32 |
| Item 4. | Controls and Procedures | 33 |
| PART II - OTHER INFORMATION | 34 | |
| Item 1. | Legal Proceedings | 34 |
| Item 1A. | Risk Factors | 34 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 34 |
| Item 3. | Defaults Upon Senior Securities | 34 |
| Item 4. | Mine Safety Disclosures | 34 |
| Item 5. | Other Information | 34 |
| Item 6. | Exhibits | 35 |
| SIGNATURES | 36 | |
| 2 |
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2021 AND DECEMBER 31, 2020
(in thousands except per share amounts)
| March 31, 2021 | December 31, 2020 | |||||||
| (Unaudited) | ||||||||
| - ASSETS - | ||||||||
| 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 | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
See Accompanying Notes to Consolidated Financial Statements
| 3 |
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS – CONTINUED
AS OF MARCH 31, 2021 AND DECEMBER 31, 2020
(in thousands except per share amounts)
| March 31, 2021 | December 31, 2020 | |||||||
| (Unaudited) | ||||||||
| - LIABILITIES AND SHAREHOLDERS’ EQUITY - | ||||||||
| LIABILITIES: | ||||||||
| Mortgages Payable, net of unamortized debt issuance costs | $ | $ | ||||||
| Other Liabilities: | ||||||||
| Accounts Payable | ||||||||
| Loans Payable, net of unamortized debt issuance costs | ||||||||
| Accrued Liabilities and Deposits | ||||||||
| Tenant Security Deposits | ||||||||
| Total Other Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Shareholders’ Equity: | ||||||||
| Series C – | ||||||||
| Series D – | ||||||||
| Common Stock - $ par value per share; shares authorized; and shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | ||||||||
| Excess Stock - $ par value per share; shares authorized; shares issued or outstanding as of March 31, 2021 and December 31, 2020 | ||||||||
| Additional Paid-In Capital | ||||||||
| Undistributed Income (Accumulated Deficit) | ( | ) | ( | ) | ||||
| 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 MONTHS ENDED
MARCH 31, 2021 AND 2020
(in thousands)
| THREE MONTHS ENDED | ||||||||
| March 31, 2021 | March 31, 2020 | |||||||
| 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 | ||||||||
| Interest Expense | ( | ) | ( | ) | ||||
| Total Other Income (Expense) | ( | ) | ||||||
| Income (Loss) before Loss on Sales of Investment Property and Equipment | ( | ) | ||||||
| Loss on Sales of Investment Property and Equipment | ( | ) | ( | ) | ||||
| Net Income (Loss) | ( | ) | ||||||
| Less: Preferred Dividends | ( | ) | ( | ) | ||||
| 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 MONTHS ENDED
MARCH 31, 2021 AND 2020
(in thousands)
| Common Stock | Preferred | Preferred | ||||||||||||||
| Issued and Outstanding | Stock | Stock | ||||||||||||||
| Number | Amount | Series B | Series C | |||||||||||||
| Balance December 31, 2020 | $ | $ | $ | |||||||||||||
| 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 | ||||||||||||||||
| Preferred Stock Issued in connection with At-The-Market Offerings, net | 0 | |||||||||||||||
| Distributions | 0 | |||||||||||||||
| Stock Compensation Expense | 0 | |||||||||||||||
| Net Income | 0 | |||||||||||||||
| Balance March 31, 2021 | $ | $ | $ | |||||||||||||
| Balance December 31, 2019 | $ | $ | $ | |||||||||||||
| Common Stock Issued with the DRIP* | ||||||||||||||||
| Common Stock Issued through Restricted Stock Awards | ||||||||||||||||
| Common Stock Issued through Stock Options | ||||||||||||||||
| Repurchase of Preferred Stock | ( | ) | ||||||||||||||
| Repurchase of Common Stock | ( | ) | ( | ) | ||||||||||||
| Preferred Stock Issued in connection with At-The-Market Offerings, net | 0 | |||||||||||||||
| Distributions | 0 | |||||||||||||||
| Stock Compensation Expense | 0 | |||||||||||||||
| Net Loss | 0 | |||||||||||||||
| Balance March 31, 2020 | $ | $ | $ | |||||||||||||
See Accompanying Notes to Consolidated Financial Statements
| 6 |
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED
MARCH 31, 2021 AND 2020
(in thousands)
| Preferred Stock | Additional Paid-In | Undistributed Income (Accumulated | Total Shareholders’ | |||||||||||||
| Series D | Capital | Deficit) | Equity | |||||||||||||
| Balance December 31, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||
| 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, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||
| Balance December 31, 2019 | $ | $ | $ | ( | ) | $ | ||||||||||
| Common Stock Issued with the DRIP* | ||||||||||||||||
| Common Stock Issued through Restricted Stock Awards | ( | ) | ||||||||||||||
| Common Stock Issued through Stock Options | ||||||||||||||||
| Repurchase of Preferred Stock | ( | ) | ||||||||||||||
| Repurchase of Common Stock | ( | ) | ( | ) | ||||||||||||
| Preferred Stock Issued in connection with At-The-Market Offerings, net | ( | ) | ||||||||||||||
| Distributions | ( | ) | ( | ) | ||||||||||||
| Stock Compensation Expense | ||||||||||||||||
| Net Income (Loss) | ( | ) | ( | ) | ||||||||||||
| Balance March 31, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||
See Accompanying Notes to Consolidated Financial Statements
| 7 |
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED
MARCH 31, 2021 AND 2020
(in thousands)
| THREE MONTHS ENDED | ||||||||
| March 31, 2021 | March 31, 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Income (Loss) | $ | $ | ( | ) | ||||
| Non-Cash items included in Net Income (Loss): | ||||||||
| 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 | ( | ) | ||||||
| Loss on Sales of Investment Property and Equipment | ||||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Inventory of Manufactured Homes | ( | ) | ||||||
| Notes and Other Receivables, net of notes acquired with acquisitions | ( | ) | ( | ) | ||||
| 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 | ( | ) | ( | ) | ||||
| Proceeds from Sales of Marketable Securities | ||||||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Net Payments on Short-Term Borrowings | ( | ) | ( | ) | ||||
| Principal Payments of Mortgages | ( | ) | ( | ) | ||||
| 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 reinvestments | ||||||||
| Repurchase of Preferred Stock, net | ( | ) | ||||||
| Repurchase of Common Stock, net | ( | ) | ||||||
| Proceeds from Exercise of Stock Options | ||||||||
| Preferred Dividends Paid | ( | ) | ( | ) | ||||
| Common Dividends Paid, net of Dividend Reinvestments | ( | ) | ( | ) | ||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Increase 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
| 8 |
UMH PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021 (UNAUDITED)
NOTE 1 – ORGANIZATION AND ACCOUNTING POLICIES
UMH
Properties, Inc., a Maryland corporation, together with its subsidiaries (“we”, “our”, “us”
or “the Company”) operates as a real estate investment trust (“REIT”) deriving its income primarily from
real estate rental operations. The Company owns and operates
On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The Company’s 126 residential communities remain open and operational. The effects of the COVID-19 pandemic did not significantly impact the Company’s operating results for the three months ended March 31, 2021. However, the future effects of the evolving impact of the COVID-19 pandemic are uncertain.
The Company has elected to be taxed as a REIT under Sections 856-860 of the Internal Revenue Code (the “Code”) and intends to maintain its qualification as a REIT in the future. As a qualified REIT, with limited exceptions, the Company will not be taxed under federal and certain state income tax laws at the corporate level on taxable income that it distributes to its shareholders. For special tax provisions applicable to REITs, refer to Sections 856-860 of the Code. The Company is subject to franchise taxes in some of the states in which the Company owns property.
The interim consolidated financial statements furnished herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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, 2020.
| 9 |
Use of Estimates
In preparing the consolidated financial statements in accordance with 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, reserves and accruals, and stock compensation expense. Actual results could differ from these estimates and assumptions.
Reclassifications
Certain amounts in the financial statements for the prior periods have been reclassified to conform to the statement presentation for the current periods.
Derivative Instruments and Hedging Activities
In the normal course of business, the Company is exposed to financial market risks, including interest rate risk on its variable rate debt. The Company attempts to limit these risks by following established risk management policies, procedures and strategies, including the use of derivative financial instruments. The Company’s primary strategy in entering into derivative contracts is to minimize the variability that changes in interest rates could have on its future cash flows. The Company generally employs derivative instruments that effectively convert a portion of its variable rate debt to fixed rate debt. The Company does not enter into derivative instruments for speculative purposes. The Company previously entered into various interest rate swap agreements that have had the effect of fixing interest rates relative to specific mortgage loans. As of December 31, 2020 and March 31, 2021, these agreements had expired and the Company does not have any interest rate swap agreements in effect.
Leases
We account for our 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.
We
are the lessee in other arrangements, primarily for our corporate office and a ground lease at one community. As of March 31,
2021, the right-of-use assets and corresponding lease liabilities of $
| 10 |
Future minimum lease payments under these leases over the remaining lease terms are as follows (in thousands):
| 2021 | $ | |||
| 2022 | ||||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| Thereafter | ||||
| Total Lease Payments | $ |
The
weighted average remaining lease term for these leases is
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 reconciles beginning of period and end of period balances of cash, cash equivalents and restricted cash for the periods shown (in thousands):
| 3/31/21 | 12/31/20 | 3/31/20 | 12/31/19 | |||||||||||||
| Cash and Cash Equivalents | $ | $ | $ | $ | ||||||||||||
| Restricted Cash | ||||||||||||||||
| Cash, Cash Equivalents And Restricted Cash | $ | $ | $ | $ | ||||||||||||
Revenue
On January 1, 2018, the Company adopted 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.
| 11 |
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 of the sale transaction, we generally have no remaining performance obligation.
Interest income is primarily from notes receivables for the previous sales of manufactured homes. Interest income on these receivables is accrued based on the unpaid principal balances of the underlying loans on a level yield basis over the life of the loans.
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.
Notes Receivables
On
January 1, 2020, the Company adopted 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 new 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 March 31, 2021 and 2020, the Company had notes receivable of $
Other Recent Accounting Pronouncements
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.
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 per Share is calculated by dividing Net Income 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.
| 12 |
For the three months ended March 31, 2021, common stock equivalents resulting from employee stock options to purchase million shares of common stock amounted to shares, which were included in the computation of Diluted Net Income per Share. For the three months ended March 31, 2020, common stock equivalents of shares were excluded from the computation of Diluted Net Loss per Share as their effect would be anti-dilutive.
NOTE 3 – INVESTMENT PROPERTY AND EQUIPMENT
Acquisitions
On
January 8, 2021, the Company acquired Deer Run, located in Dothan, Alabama, for approximately $
On
January 21, 2021, the Company acquired Iris Winds, located in Sumter, South Carolina, for approximately $
The
Company has evaluated these acquisitions and has determined that they should be accounted for as acquisitions of assets. As such, we
have allocated the total cash consideration, including transaction costs of approximately $
| At Acquisition Date | ||||
| Assets Acquired: | ||||
| Land | $ | |||
| Depreciable Property | ||||
| Other | ||||
| Total Assets Acquired | $ | |||
See Note 12 for the Unaudited Pro Forma Financial Information relating to these acquisitions.
NOTE 4 – MARKETABLE SECURITIES
The
Company’s marketable securities consist primarily of marketable common and preferred stock of other REITs with a
fair value of $
| 13 |
During
the three months ended March 31, 2021, the Company sold securities with a cost basis of $
As
of March 31, 2021, the Company had total net unrealized losses of $
NOTE 5 – LOANS AND MORTGAGES PAYABLE
Unsecured Line of Credit
On
November 29, 2018, the Company entered into a First Amendment to Amended and Restated Credit Agreement (the “Amendment”)
to expand and extend its existing unsecured revolving credit facility (the “Facility”).
| 14 |
Loans Payable
The following is a summary of our loans payable as of March 31, 2021 and December 31, 2020 (in thousands):
| 3/31/2021 | 12/31/2020 | |||||||||||||||
| Amount | Rate | Amount | Rate | |||||||||||||
| Margin Loan | $ | % | $ | % | ||||||||||||
| Unsecured line of credit | % | % | ||||||||||||||
| Floorplan inventory financing | % | % | ||||||||||||||
| FirstBank rental home financing | % | % | ||||||||||||||
| OceanFirst notes receivable financing | % | % | ||||||||||||||
| Other | % | % | ||||||||||||||
| Total Loans Payable | % | % | ||||||||||||||
| Unamortized debt issuance costs | ( | ) | ( | ) | ||||||||||||
| Loans Payable, net of unamortized debt issuance costs | $ | % | $ | % | ||||||||||||
Mortgages Payable
The following is a summary of our mortgages payable as of March 31, 2021 and December 31, 2020 (in thousands):
| 3/31/2021 | 12/31/2020 | |||||||||||||||
| Amount | Rate | Amount | Rate | |||||||||||||
| Fixed rate mortgages | $ | % | $ | % | ||||||||||||
| Unamortized debt issuance costs | ( | ) | ( | ) | ||||||||||||
| Mortgages Payable, net of unamortized debt issuance costs | $ | % | $ | % | ||||||||||||
As
of March 31, 2021 and December 31, 2020, the weighted average loan maturity of mortgages payable was
NOTE 6 - SHAREHOLDERS’ EQUITY
Common Stock
On
March 15, 2021, the Company paid total cash dividends of $
| 15 |
During
the three months ended March 31, 2021, the Company received, including dividends reinvested of $
On
January 13, 2021, the Board of Directors reaffirmed our Common Stock Repurchase Program (the “Repurchase Program”)
that authorizes us to repurchase up to $
Common Stock At-The-Market Sales Program
On
June 30, 2020, the Company entered into an Equity Distribution Agreement (“Common ATM Program”) with BMO Capital Markets
Corp., B. Riley FBR, Inc. (“B Riley”), Compass Point Research & Trading, LLC, D.A. Davidson & Co., Janney
Montgomery Scott LLC, and J.P. Morgan Securities LLC, as distribution agents (the “Distribution Agents”) under which
the Company may offer and sell shares of the Company’s Common Stock, having an aggregate sales price of up to $
6.75% Series C Cumulative Redeemable Preferred Stock
On
March 15, 2021, the Company paid $
| 16 |
On April 1, 2021, the Company declared a dividend of $ per share for the period from March 1, 2021 through May 31, 2021 to be paid on June 15, 2021 to Series C Preferred Stock shareholders of record as of the close of business on May 17, 2021.
6.375% Series D Cumulative Redeemable Preferred Stock
On
March 15, 2021, the Company paid $
On
April 1, 2021, the Company declared a dividend of $ per share for the period from March 1, 2021 through May 31, 2021
to be paid on
Preferred Stock At-The-Market Sales Program
On
July 22, 2020, the Company entered into a Preferred Stock At-The-Market Sales Program (“New Preferred ATM Program”)
with B. Riley, as distribution agent, under which the Company may offer and sell shares of the Company’s Series C Preferred
Stock and/or Series D Preferred Stock, having an aggregate sales price of up to $
NOTE 7 – STOCK BASED COMPENSATION
The Company accounts for awards of 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 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 $ and $ have been recognized for the three months ended March 31, 2021 and 2020, respectively.
| 17 |
On
January 13, 2021, the Company awarded a total of shares of restricted stock to five employees. The grant date fair value
of these restricted stock grants was $
On January 13, 2021, the Company awarded a total of shares of common stock to the members of our Board of Directors. The grant date fair value of these awards was $.
On
January 29, 2021, the Company awarded special restricted stock grants totaling shares to five employees for their successful
efforts on the
| Vesting Date | Performance Goal to be Met (1) | Percent of Shares Vested | ||
| % | ||||
| (1) |
On
March 18, 2021, the Company awarded a total of shares of restricted stock to four employees. The grant date fair value
of these restricted stock grants was $
On March 18, 2021, the Company granted options to purchase shares of common stock to forty-two participants in the Company’s Amended and Restated 2013 Incentive Award Plan. The grant date fair value of these options amounted to $. These grants vest ratably over .
| 18 |
| 2021 | ||||
| Dividend yield | % | |||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected lives | ||||
| Estimated forfeitures | ||||
During
the three months ended March 31, 2021, twenty-three participants exercised options to purchase a total of shares of common
stock at a weighted-average exercise price of $ per share for total proceeds of $
As of March 31, 2021, there were options outstanding to purchase million shares, with an aggregate intrinsic value of $ million. There were shares available for grant under the Amended and Restated 2013 Incentive Award Plan.
NOTE 8 - 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 March 31, 2021 and December 31, 2020 (in thousands):
| Fair Value Measurements at Reporting Date Using | ||||||||||||||||
| Quoted Prices | ||||||||||||||||
| In Active | Significant | |||||||||||||||
| Markets for | Other | Significant | ||||||||||||||
| Identical Assets | Observable Inputs | Unobservable Inputs | ||||||||||||||
| Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| As of March 31, 2021: | ||||||||||||||||
| Marketable Securities - Preferred stock | $ | $ | $ | $ | ||||||||||||
| Marketable Securities - Common stock | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| As of December 31, 2020: | ||||||||||||||||
| Marketable Securities - Preferred stock | $ | $ | $ | $ | ||||||||||||
| Marketable Securities - Common stock | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
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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 approximates 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 March 31, 2021, the estimated fair
value of fixed rate mortgages payable amounted to $
NOTE 9 – CONTINGENCIES, COMMITMENTS AND OTHER MATTERS
From time to time, the Company may be subject to claims and litigation in the ordinary course of business. Management does not believe that any such claims or litigation will have a material adverse effect on the financial position or results of operations.
The
Company has an agreement with 21st Mortgage Corporation (“21st Mortgage”) under which 21st Mortgage can provide financing
for home purchasers in the Company’s communities. The Company does not receive referral fees or other cash compensation
under the agreement. If 21st Mortgage makes loans to purchasers and those purchasers default on their loans and 21st Mortgage
repossesses the homes securing such loans, the Company has agreed to purchase from 21st Mortgage each such repossessed home for
a price equal to
| 20 |
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.
Customer loan applications are initially submitted to Triad for consideration by Triad’s portfolio of outside lenders. If
a loan application does not meet the criteria for outside financing, the application is then considered for financing under the
COP Program. If the loan is approved under the COP Program, then it is originated by Triad, assigned to S&F and then assigned
by S&F to the Company. Included in notes and other receivables is approximately $
NOTE 10 - SUPPLEMENTAL CASH FLOW INFORMATION
Cash
paid for interest during the three months ended March 31, 2021 and 2020 was $
During
the three months ended March 31, 2021 and 2020, the Company had Dividend Reinvestments of $
NOTE 11– 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.
Since
April 1, 2021, the Company issued and sold an additional shares of its Series D Preferred Stock at a weighted average
price of $ per share under the New Preferred ATM Program, generating gross proceeds of $
Since
April 1, 2021, the Company issued and sold an additional million shares of its Common Stock under the Common ATM Program at
a weighted average price of $ per share, generating gross proceeds of $
NOTE 12 – PROFORMA FINANCIAL INFORMATION (UNAUDITED)
The following unaudited pro forma condensed financial information reflects the acquisitions during 2020 and 2021. 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).
| Three Months Ended | ||||||||
| 3/31/21 | 3/31/20 | |||||||
| 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
Impact of COVID-19
The following discussion is intended to provide certain information regarding the impacts of the COVID-19 pandemic on our business and management’s efforts to respond to those impacts.
We continue to monitor our operations and government recommendations and have taken steps to make the safety, security and welfare of our employees, their families and our residents a top priority.
We have complied with government “stay-at-home” orders and “social distancing” practices where applicable. We have implemented remote working arrangements for our non-essential employees. Our IT system and website allow for virtual tours of our homes for sale or rent, online execution of applications and lease agreements, online payment of rent and other tenant actions. With the lifting of shelter-in-place mandates, we are experiencing high demand for our rental homes and our homes for sale, while also experiencing fewer move-outs. We continue to maintain our communities and deliver essential services to our residents while following social distancing protocols.
Collections are consistent with pre-pandemic levels and we have collected 95% of April site and home rent as of today’s date. Many of our residents should benefit from the American Rescue Plan Act of 2021, including the federal government’s funding of the Emergency Rental Assistance Programs that have been enacted in each state.
The impact of the COVID-19 pandemic remains uncertain and dependent on future developments (including the ongoing roll-out of vaccines and their efficacy). We will continue to monitor these rapidly evolving developments and respond in the best interests of our employees, residents and shareholders. At this time, we believe that the COVID-19 pandemic and its consequences will not have a material adverse effect on our 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, 2020.
The Company is a self-administered, self-managed Real Estate Investment Trust (“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 on an annual or month-to-month basis to residential manufactured homeowners. The Company also leases homes to residents and, through its taxable REIT subsidiary, UMH Sales and Finance, Inc. (“S&F”), sells and finances homes to residents and prospective residents of our communities and for placement on customers’ privately-owned land.
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As of March 31, 2021, the Company owned and operated 126 manufactured home communities containing approximately 23,800 developed homesites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan, Maryland, Alabama and South Carolina.
The Company earns income from the operation of its manufactured home communities, leasing of manufactured homesites, the rental of manufactured homes, the sale and finance of manufactured homes and the brokering of home sales and revenue under cable service agreements as well as from appreciation in the values of the manufactured home communities and vacant land owned by the Company. The Company also invests in securities of other REITs which the Company generally limits to no more than approximately 15% of its undepreciated assets. As of March 31, 2021, the securities portfolio represented 7.7% of undepreciated assets.
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. Our business plan includes acquiring communities that 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 months ended March 31, 2021, rental and related income increased 13% from the prior year period and Community Net Operating Income (“NOI”), as defined below, increased 14%. Same property NOI, which includes communities owned and operated as of January 1, 2020, increased 16% for the three months ended March 31, 2021 over the prior year period driven by a 320 basis point increase in occupancy to 86.3%. We have been positioning ourselves for future growth and will continue to seek opportunistic investments. There is no assurance that the Company can continue to buy existing manufactured home communities that meet the requirements of the business plan or that the demand for rental homes will continue in the future.
Sales of manufactured homes increased 37% during the three months ended March 31, 2021 from the prior year. Demand for quality affordable housing remains healthy while inventory is scarce. Our property type offers substantial comparative value that should result in increased demand.
The macro-economic environment and current housing fundamentals continue to favor home rentals. 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. We have added an additional 218 rental homes during the first three months of 2021. This brought the total number of rental homes to approximately 8,500 rental homes, or 35.6% of total sites. Occupied rental homes represented approximately 39.9% of total occupied sites at quarter end. Occupancy in rental homes continues to be strong and was at 95.4% as of March 31, 2021. We compare favorably with other types of rental housing, including apartments, and we will continue to allocate capital to rental home purchases, as demand dictates. We anticipate adding approximately 800 - 900 rental homes in 2021.
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During the three months ended March 31, 2021, the Company acquired two communities, located in Alabama and South Carolina, containing a total of 337 homesites on 57 acres for an aggregate purchase price of approximately $8.0 million.
The following is a summary of the communities acquired during the three months ended March 31, 2021 (in thousands):
| Community | Date of Acquisition | State | Number of Sites | Purchase Price | Number of Acres | Occupancy at Acquisition | ||||||||||||||
| Deer Run | January 8, 2021 | AL | 195 | $ | 4,555 | 33 | 37 | % | ||||||||||||
| Iris Winds | January 21, 2021 | SC | 142 | 3,445 | 24 | 49 | % | |||||||||||||
| Total as of March 31, 2021 | 337 | $ | 8,000 | 57 | 42 | % | ||||||||||||||
See PART I, Item 1 – Business in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 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, 2020.
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Supplemental Measures
In addition to the results reported in accordance with GAAP, management’s discussion and analysis of financial condition and results of operations include certain non-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 flow of the portfolio. These non-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 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.
The Company’s Community NOI for the three months ended March 31, 2021 and 2020 is calculated as follows (in thousands):
| Three Months Ended | ||||||||
| 3/31/21 | 3/31/20 | |||||||
| Rental and Related Income | $ | 38,713 | $ | 34,358 | ||||
| Less: Community Operating Expenses | (17,137 | ) | (15,508 | ) | ||||
| Community NOI | $ | 21,576 | $ | 18,850 | ||||
We assess and measure our overall operating results based upon an industry performance measure referred to as Funds from Operations Attributable to Common Shareholders (“FFO”), which management believes is a useful indicator of our operating performance. FFO is used by industry analysts and investors as a supplemental operating performance measure of a REIT. FFO, as defined by The National Association of Real Estate Investment Trusts (“NAREIT”), represents net income (loss) attributable to common shareholders, as defined by accounting principles generally accepted in the U.S. of America (“U.S. GAAP”), excluding extraordinary items, as defined under U.S. GAAP, gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, the change in the fair value of marketable securities, and the gain or loss on the sale of marketable securities plus certain non-cash items such as real estate asset depreciation and amortization. Included in the NAREIT FFO White Paper - 2018 Restatement, is an option pertaining to assets incidental to our main business in the calculation of NAREIT FFO to make an election to include or exclude gains and losses on the sale of these assets, such as marketable equity securities and include or exclude mark-to-market changes in the value recognized on these marketable equity securities. In conjunction with the adoption of the FFO White Paper - 2018 Restatement, for all periods presented, we have elected to exclude the gains and losses realized on marketable securities investments and the change in the fair value of marketable securities from our FFO calculation. NAREIT created FFO as a non-U.S. GAAP supplemental measure of REIT operating performance. We define Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”), as FFO excluding certain one-time charges. FFO and Normalized FFO should be considered as supplemental measures of operating performance used by REITs. FFO and Normalized FFO exclude historical cost depreciation as an expense and may facilitate the comparison of REITs which have a different cost basis. However, other REITs may use different methodologies to calculate FFO and Normalized FFO and, accordingly, our FFO and Normalized FFO may not be comparable to all other REITs. The items excluded from FFO and Normalized FFO are significant components in understanding the Company’s financial performance.
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FFO and Normalized FFO (i) do not represent cash flow from operations as defined by U.S. GAAP; (ii) should not be considered as alternatives to net income (loss) as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flow as a measure of liquidity.
The Company’s FFO and Normalized FFO attributable to common shareholders for the three months ended March 31, 2021 and 2020 are calculated as follows (in thousands):
| Three Months Ended | ||||||||
| 3/31/21 | 3/31/20 | |||||||
| Net Income (Loss) Attributable to Common Shareholders | $ | 6,839 | $ | (42,838 | ) | |||
| Depreciation Expense | 11,008 | 10,227 | ||||||
| Loss on Sales of Investment Property and Equipment | 23 | 107 | ||||||
| (Increase) Decrease in Fair Value of Marketable Securities | (10,219 | ) | 38,593 | |||||
| Loss on Sales of Marketable Securities, net | 730 | -0- | ||||||
| FFO Attributable to Common Shareholders | 8,381 | 6,089 | ||||||
| Adjustments: | ||||||||
| Non- Recurring Other Expense (1) | 320 | -0- | ||||||
| Normalized FFO Attributable to Common Shareholders | $ | 8,701 | $ | 6,089 | ||||
| (1) | Consists of special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing. |
The following are the cash flows provided (used) by operating, investing and financing activities for the three months ended March 31, 2021 and 2020 (in thousands):
| Three Months Ended | ||||||||
| 3/31/21 | 3/31/20 | |||||||
| Operating Activities | $ | 13,215 | $ | 17,295 | ||||
| Investing Activities | (18,726 | ) | (20,477 | ) | ||||
| Financing Activities | 16,971 | 6,387 | ||||||
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Changes In Results Of Operations
Rental and related income increased 13% from $34.4 million for the three months ended March 31, 2020 to $38.7 million for the three months ended March 31, 2021. This increase was primarily due to the acquisitions made during 2020 and 2021, as well as increases in rental rates and same property occupancy and additional rental homes. The Company has been raising rental rates by approximately 3% to 4% annually at most communities. Same property occupancy has increased 320 basis points from 83.1% as of March 31, 2020 to 86.3% at quarter-end. Occupied rental homes increased 14% from approximately 7,100 homes at March 31, 2020 to 8,100 homes at March 31, 2021.
Community operating expenses increased 11% from $15.5 million for the three months ended March 31, 2020 to $17.1 million for the three months ended March 31, 2021. These increases were primarily due to an increase in snow and tree removal costs, rental home expenses and payroll and personnel costs.
Community NOI increased 14% from $18.9 million for the three months ended March 31, 2020 to $21.6 million for the three months ended March 31, 2021. These increases were primarily due to the acquisitions during 2020 and 2021 and increases in rental rates, occupancy and rental homes. The Company’s operating expense ratio (defined as community operating expenses divided by rental and related income) was 45.1% and 44.3% for the three months ended March 31, 2020 and 2021, respectively. Many recently acquired communities have deferred maintenance requiring higher than normal expenditures in the first few years of ownership. Because most of the community expenses consist of fixed costs, as occupancy rates increase, these expense ratios are expected to continue to improve. Since the Company has the ability to increase its rental rates annually, increasing costs due to inflation and changing prices have generally not had a material effect on revenues and income from continuing operations.
Sales of manufactured homes increased 37% from $3.2 million, or 62 homes, for the three months ended March 31, 2020 to $4.4 million, or 73 homes, for the three months ended March 31, 2021. Cost of sales of manufactured homes amounted to $3.5 million and $2.4 million for the three months ended March 31, 2021 and 2020, respectively. The gross profit percentage was 21% and 25% for the three months ended March 31, 2021 and 2020, respectively. Selling expenses, which includes salaries, commissions, advertising and other miscellaneous expenses, amounted to $1.1 million for the three months ended March 31, 2021 and 2020, respectively. Loss 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 $237,000 or 5% of total sales and $315,000 or 10% of total sales for the three months ended March 31, 2021 and 2020, respectively. Many of the costs associated with sales, such as salaries, and to an extent, advertising and promotion, are fixed.
Home prices have continued their rise as fewer sellers are listing homes and inventories decline. The inherent affordability of our property type becomes more and 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.
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General and administrative expenses increased 33% from $2.6 million for the three months ended March 31, 2020 to $3.4 million for the three months ended March 31, 2021. These increases were due to an increase in personnel costs, including an increase in the bonus accrual based on FFO metrics, an increase in stock-based compensation, including special restricted stock grants for the recent groundbreaking Fannie Mae financing, and an increase in matching contributions associated with our 401(k) Plan. General and administrative expenses as a percentage of gross revenue (total income plus interest, dividends and other income) was 7.6% for the three months ended March 31, 2021 as compared to 6.4% for the three months ended March 31, 2020. Without the special bonus and restricted stock grants, this percentage was 6.9% for the three months ended March 31, 2021.
Depreciation expense increased 8% from $10.2 million for the three months ended March 31, 2020 to $11.0 million for the three months ended March 31, 2021. This increase was primarily due to the acquisitions in 2020 and 2021 and the increase in rental homes during 2020 and 2021.
Interest income increased 14% from $717,000 for the three months ended March 31, 2020 to $817,000 for the three months ended March 31, 2021. This increase was primarily due to an increase in the average balance of notes receivable from $33.8 million at March 31, 2020 to $40.8 million at March 31, 2021.
Dividend income decreased 25% from $1.7 million for the three months ended March 31, 2020 to $1.3 million for the three months ended March 31, 2021. This decrease was due to reduced dividends from our securities holdings. Dividends received from our marketable securities investments were at a weighted average yield of approximately 4.8% and 7.4% at March 31, 2021 and 2020, respectively.
The Company recognized a loss on sales of marketable securities of $730,000 for the three months ended March 31, 2021. Increase (decrease) in fair value of marketable securities increased from a loss of $38.6 million for the three months ended March 31, 2020 to a gain of $10.2 million for the three months ended March 31, 2021. As of March 31, 2021, the Company had total net unrealized losses of $29.1 million in its REIT securities portfolio. It is the Company’s intent to hold these marketable securities long-term.
Interest expense, including amortization of financing costs, increased 8% from $4.4 million for the three months ended March 31, 2020 to $4.8 million for the three months ended March 31, 2021. This was primarily due to an increase in the average balance of our mortgage and loans payable from $437 million at March 31, 2020 to $550 million at March 31, 2021. This increase was primarily due to the August 2020 Fannie Mae financing of $106 million.
Changes in Financial Condition
Total investment property and equipment increased 2% or $19.0 million during the three months ended March 31, 2021. The Company added 218 rental homes to its communities during the most recent quarter. The Company’s occupancy rate on its rental homes portfolio increased 80 basis points during the quarter and was 95.4% at March 31, 2021 as compared to 94.6% at December 31, 2020.
| 28 |
Marketable securities increased 5% or $5.0 million during the three months ended March 31, 2021. This increase was due to a net increase in the fair value of $10.2 million offset by sales with a cost basis of $5.2 million.
Mortgages payable, net of unamortized debt issuance costs, remained relatively stable during the three months ended March 31, 2021.
Loans payable, net of unamortized debt issuance costs, decreased 13% or $11.2 million during the three months ended March 31, 2021. This decrease was due to a decrease of $15.8 million on our margin loan offset by an increase of $4.6 million on our revolving lines of credit for the financing of home sales and the purchase of inventory.
Liquidity and Capital Resources
The Company’s focus is on real estate investments, including investment in rental homes. Additionally, the Company invests in marketable debt and equity securities of other REITs. The REIT securities portfolio provides the Company with liquidity and additional income and serves as a proxy for real estate when more favorable risk adjusted returns are not available. The Company generally limits its marketable securities investments to no more than approximately 15% of its undepreciated assets.
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 and marketable securities portfolio, the sale of real estate investments and marketable securities, refinancing of mortgage debt, leveraging of real estate investments, availability of bank borrowings, lines of credit, proceeds from the DRIP, and access to the capital markets, including through its Common ATM Program and its New Preferred ATM Program.
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, 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 has implemented both a Common ATM Program and a New Preferred ATM Program. The Common ATM Program allows the Company to offer and sell shares of the Company’s Common Stock, having an aggregate sales price of up to $100 million from time to time through the Distribution Agents. The New Preferred ATM Program allows the Company to offer and sell shares of the Company’s Series C Preferred Stock and/or Series D Preferred Stock, having an aggregate sales price of up to $100 million from time to time.
| 29 |
The Company intends to continue to increase its real estate investments. Our business plan includes acquiring communities that yield in excess of our cost of funds and then investing in physical improvements, including adding rental homes onto otherwise vacant sites. 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 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. Through our New Preferred ATM Program, the Company issued and sold a total of 1.3 million shares of our Series D Preferred Stock generating gross proceeds of $31.4 million and net proceeds after offering expenses of $30.9 million during the three months ended March 31, 2021. Subsequent to quarter end, the Company issued and sold an additional 911,000 shares of its Series D Preferred Stock at a weighted average price of $24.93 per share under the New Preferred ATM Program, generating gross proceeds of $22.7 million and net proceeds of $22.4 million, after offering expenses.
During the three months ended March 31, 2021, the Company issued and sold 352,000 shares of Common Stock through our Common ATM Program at a weighted average price of $19.08 per share, generating gross proceeds of $6.7 million and net proceeds of $6.6 million, after offering expenses. Subsequent to quarter end, the Company issued and sold an additional 2.1 million shares of its Common Stock under the Common ATM Program at a weighted average price of $19.41 per share, generating gross proceeds of $39.8 million and net proceeds of $39.2 million, after offering expenses.
The Company also raised $3.9 million from the issuance of common stock in the DRIP during the three months ended March 31, 2021, which included Dividend Reinvestments of $920,000. Dividends paid on the common stock for the three months ended March 31, 2021 were $8.0 million, of which $920,000 were reinvested. Dividends paid on the Series C Preferred Stock and the Series D Preferred Stock for the three months ended March 31, 2021 totaled $7.0 million.
Net cash provided by operating activities amounted to $13.2 million and $17.3 million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the Company had cash and cash equivalents of $24.8 million, marketable securities of $108.2 million, encumbered by $1.8 million in margin loans, approximately $24.8 million available on our revolving lines of credit for the financing of home sales and purchases of inventory, $15 million available on our line of credit secured by rental homes and rental homes leases and $30 million available on our unsecured credit facility, with an additional $50 million potentially available pursuant to an accordion feature.
The Company owns 126 communities, of which 22 are unencumbered. Except for 13 communities in the borrowing base for our unsecured credit facility, these unencumbered communities can be used to raise additional funds. Our marketable securities, unencumbered properties, and lines of credit provide the Company with additional liquidity.
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As of March 31, 2021, the Company had total assets of $1.1 billion and total liabilities of $574.8 million. The Company’s net debt (net of unamortized debt issuance costs and cash and cash equivalents) to total market capitalization as of March 31, 2021 was approximately 29% and the Company’s net debt, less securities to total market capitalization as of March 31, 2021 was approximately 23%. As of March 31, 2021, the Company had mortgages totaling $14.7 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.
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.” 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; | |
| ● | risks and uncertainties related to the COVID-19 pandemic; | |
| ● | 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; |
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| ● | 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 rental rates and occupancy levels; | |
| ● | changes in market rates of interest; | |
| ● | 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; 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, 2020. |
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.
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Item 4. Controls and Procedures
The Company’s President and Chief Executive Officer (principal executive officer) and the Company’s 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 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 March 31, 2021 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
| 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, 2020, 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. |
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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 Anna T. Chew, Chief Financial Officer of the Company, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (Filed herewith). |
| 32 | 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 Anna T. Chew, Chief Financial Officer (Furnished herewith). |
| 101 | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 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. |
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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: | May 6, 2021 | By | /s/ Samuel A. Landy |
| Samuel A. Landy | |||
| President and Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| DATE: | May 6, 2021 | By | /s/ Anna T. Chew |
| Anna T. Chew | |||
| Vice President and Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) | |||
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