8-K 1 form8-k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2020

UMH Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland |  | 001-12690 |  | 22-1890929
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ |  | 07728
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code: (732) 577-9997

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of exchange on which registered
Common Stock, $.10 par value |  | UMH |  | New York Stock Exchange
8.0% Series B Cumulative Redeemable Preferred Stock, $.10 par value |  | UMH PRB |  | New York Stock Exchange
6.75% Series C Cumulative Redeemable Preferred Stock, $.10 par value |  | UMH PRC |  | New York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Stock, $.10 par value |  | UMH PRD |  | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 2.02 | Results of Operations and Financial Condition.
Item 7.01 | Regulation FD Disclosure.

On March 5, 2020, UMH Properties, Inc. issued a press release announcing the results for the fourth quarter and year ended December 31, 2019 and disclosed a supplemental information package in connection with its earnings conference call for the fourth quarter and year ended December 31, 2019. A copy of the supplemental information package and press release is furnished with this report as Exhibit 99, and is incorporated herein by reference.

The information in this report and the exhibit attached hereto is being furnished, not filed, for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Item 2.02 and Item 7.01 of Form 8-K will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Forward-Looking Statements

Statements contained in this report, including the document that is incorporated by reference, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995 (the “Exchange Act”). All statements, other than statements of historical facts that address activities, events or developments where the Company uses any of the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” or similar expressions, are forward-looking statements. These forward-looking statements are not guaranteed and are based on the Company’s current intentions and on the Company’s current expectations and assumptions. These statements, intentions, expectations and assumptions involve risks and uncertainties, some of which are beyond the Company’s control that could cause actual results or events to differ materially from those that the Company anticipates or projects, such as:

| ● | changes in the real estate market conditions and general economic conditions;
| ● | the inherent risks associated with owning real estate, including local real estate market conditions, governing laws and regulations affecting manufactured housing communities and illiquidity of real estate investments;
| ● | increased competition in the geographic areas in which we own and operate manufactured housing communities;
| ● | our ability to continue to identify, negotiate and acquire manufactured housing communities and/or vacant land which may be developed into manufactured housing communities on terms favorable to us;
| ● | our ability to maintain 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 timely made 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; and
| ● | our ability to qualify as a real estate investment trust for federal income tax purposes.

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Item 9.01 | Financial Statements and Exhibits.

(d) Exhibits.

99 Supplemental information package for the fourth quarter and year ended December 31, 2019 and press release dated March 5, 2020.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| UMH Properties, Inc.
Date: March 5, 2020 | By: | /s/ Anna T. Chew
| Name: Title: | Anna T. Chew Vice President and Chief Financial Officer

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