UMH PROPERTIES INC

Previous wording

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 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 and finances the sale of manufactured homes to residents and prospective residents of our communities and for placement on customers’ privately-owned land. During 2022, the Company also formed an 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 opportunity zone fund. The Company also has an ownership interest in and operates two communities in Florida through its joint venture relationship with Nuveen Real Estate. In November 2023, the Company expanded its joint venture relationship with Nuveen Real Estate and formed a new joint venture entity for the development of a new manufactured housing community located in Honey Brook, Pennsylvania. The community, once complete, will contain 113 manufactured home sites situated on approximately 61 acres.

Current wording

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 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 and finances the sale of manufactured homes to residents and prospective residents of our communities and for placement on customers’ privately-owned land. 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. The Company also has an ownership interest in and operates two communities in Florida through its joint venture relationship with Nuveen Real Estate. In November 2023, the Company expanded its joint venture relationship with Nuveen Real Estate and formed a new joint venture entity for the development of a new manufactured housing community located in Honey Brook, Pennsylvania. The community, once complete, will contain 113 manufactured home sites situated on approximately 61 acres.

Previous wording

As of March 31, 2024, the Company owned and operated 136 manufactured home communities containing approximately 25,800 developed homesites, including the Countryside Village expansion (Duck River Estates) in Tennessee, which is now considered a separate community, and two communities acquired through the Company’s opportunity zone fund. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina and Georgia.

Current wording

As of June 30, 2024, the Company owned and operated 136 manufactured home communities containing approximately 25,800 developed homesites, including the Countryside Village expansion (Duck River Estates) in Tennessee, which is now considered a separate community, and two communities acquired through the Company’s qualified opportunity zone fund. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina and Georgia.

Previous wording

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. This has resulted in increased occupancy rates and improved operating results. For the three months ended March 31, 2024, rental and related income increased 11% from the prior year period and Community Net Operating Income (“NOI”), as defined below, increased 16%. Same property NOI, which includes communities owned and operated as of January 1, 2023 (excluding Memphis Blues and Duck River Estates), increased 16% for the three months ended March 31, 2024 over the prior year period driven by a 200 basis point increase in occupancy, to 87.5%, and rental rate increase of 4.7%. We have been positioning ourselves for future growth and will continue to seek opportunistic investments. In addition, on behalf of our joint venture arrangement 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.

Current wording

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. This has resulted in increased occupancy rates and improved operating results. For the three and six months ended June 30, 2024, rental and related income increased 9% and 10%, respectively, from the prior year periods and Community Net Operating Income (“NOI”), as defined below, increased 11% and 13%, respectively. Same property NOI, which includes communities owned and operated as of January 1, 2023 (excluding Memphis Blues and Duck River Estates), increased 11% and 13% for the three and six months ended June 30, 2024, respectively, over the prior year period driven by a 130 basis point increase in occupancy, to 87.7%, and rental rate increase of 4.9%. We have been positioning ourselves for future growth and will continue to seek opportunistic investments. In addition, on behalf of our joint venture arrangement 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.

Previous wording

The macro-economic environment and current housing fundamentals continue to favor home rentals. Due to high mortgage rates and lack of inventory, the higher cost of buying a home versus renting one is at its most extreme since 1996. 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 56 rental homes during the first three months of 2024, net of home sales. This brought the total number of rental homes to approximately 10,000 rental homes, or 38.9% of total sites. Occupied rental homes represented approximately 42.4% of total occupied sites at quarter end. Occupancy in rental homes continues to be strong and was at 95.1% as of March 31, 2024. 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. We anticipate adding approximately 800 rental homes in 2024.

Current wording

The macro-economic environment and current housing fundamentals continue to favor home rentals. Due to high mortgage rates and lack of inventory, the higher cost of buying a home versus renting one is at its most extreme since 1996. 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 167 rental homes during the first six months of 2024, net of home sales. This brought the total number of rental homes to approximately 10,100 rental homes, or 39.3% of total sites. Occupied rental homes represented approximately 42.8% of total occupied sites at quarter end. Occupancy in rental homes continues to be strong and was at 95.0% as of June 30, 2024. 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.

Previous wording

The Company’s Community NOI for the three months ended March 31, 2024 and 2023 is calculated as follows*(in thousands)*:

Current wording

The Company’s Community NOI for the three and six months ended June 30, 2024 and 2023 is calculated as follows*(in thousands)*:

Previous wording

The Company’s FFO and Normalized FFO attributable to common shareholders for the three months ended March 31, 2024 and 2023 are calculated as follows*(in thousands)*:

Current wording

The Company’s FFO and Normalized FFO attributable to common shareholders for the three and six months ended June 30, 2024 and 2023 are calculated as follows*(in thousands)*:

Previous wording

The following are the cash flows provided by (used in) operating, investing and financing activities for the three months ended March 31, 2024 and 2023*(in thousands)*:

Current wording

The following are the cash flows provided by (used in) operating, investing and financing activities for the six months ended June 30, 2024 and 2023*(in thousands)*:

Previous wording

Rental and related income increased 11% from $45.3 million for the three months ended March 31, 2023 to $50.3 million for the three months ended March 31, 2024. This increase was due to increases in rental rates and same property occupancy and additional rental homes. The Company has been raising rental rates by approximately 5% to 6% annually at most communities. Same property occupancy has increased 200 basis points from 85.5% as of March 31, 2023 to 87.5% at March 31, 2024. Occupied rental homes increased 9% from approximately 8,700 homes at March 31, 2023 to 9,500 homes at March 31, 2024.

Current wording

Rental and related income increased 9% from $47.1 million for the three months ended June 30, 2023 to $51.5 million for the three months ended June 30, 2024. Rental and related income increased 10% from $92.4 million for the six months ended June 30, 2023 to $101.8 million for the six months ended June 30, 2024. This increase was due to increases in rental rates and same property occupancy and additional rental homes. The Company has been raising rental rates by approximately 5% to 6% annually at most communities. Same property occupancy has increased 130 basis points from 86.4% as of June 30, 2023 to 87.7% at June 30, 2024. Occupied rental homes increased 6% from approximately 9,000 homes at June 30, 2023 to 9,600 homes at June 30, 2024.

Previous wording

Community operating expenses increased 5% from $20.1 million for the three months ended March 31, 2023 to $21.1 million for the three months ended March 31, 2024. These increases were due to an increase in payroll costs, real estate taxes, rental home expenses and snow removal.

Current wording

Community operating expenses increased 8% from $20.0 million for the three months ended June 30, 2023 to $21.6 million for the three months ended June 30, 2024. Community operating expenses increased 6% from $40.1 million for the six months ended June 30, 2023 to $42.7 million for the six months ended June 30, 2024. These increases were due to an increase in payroll costs, real estate taxes and rental home expenses.

Previous wording

Community NOI increased 16% from $25.2 million for the three months ended March 31, 2023 to $29.2 million for the three months ended March 31, 2024. These increases were primarily due to 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 44.3% and 41.9% for the three months ended March 31, 2023 and 2024, respectively. 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.

Current wording

Community NOI increased 11% from $27.0 million for the three months ended June 30, 2023 to $29.9 million for the three months ended June 30, 2024. Community NOI increased 13% from $52.2 million for the six months ended June 30, 2023 to $59.1 million for the six months ended June 30, 2024. These increases were primarily due to 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 41.9% for the three and six months ended June 30, 2024 and 42.6% and 43.4% for the three and six months ended June 30, 2023, respectively. 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.

Previous wording

Sales of manufactured homes increased 1% from $7.3 million, or 83 homes, for the three months ended March 31, 2023 to $7.4 million, or 95 homes, for the three months ended March 31, 2024. Cost of sales of manufactured homes amounted to $5.6 million and $5.0 million for the three months ended March 31, 2024 and 2023, respectively. The Company closed one sales center during the first quarter of 2024 and is now leasing it to Clayton Homes for a twenty-year term. All of the remaining homes in inventory at the closed sales center were sold to Clayton Homes. Excluding the homes liquidated/sold in this sales center, sales of manufactured homes amounted to $6.4 million, or 88 homes, cost of sales amounted to $4.2 million, and the gross profit percentage was 34% for the three months ended March 31, 2024. The gross profit percentage was 32% for the three months ended March 31, 2023. Selling expenses, which includes salaries, commissions, advertising and other miscellaneous expenses, amounted to $1.6 million and $1.8 million for the three months ended March 31, 2024 and 2023, respectively, representing a decrease of 11%. Gain from the sales operations, excluding interest on the financing of inventory, amounted to $149,000 or 2% of total sales and $505,000 or 7% of total sales for the three months ended March 31, 2024 and 2023, respectively. Excluding the loss on liquidation/sale of inventory at the closed sales center, the gain from the sales operations, excluding interest on the financing of inventory, amounted to $531,000 or 7% of total sales for the three months ended March 31, 2024. Many of the costs associated with sales, such as salaries, and to an extent, advertising and promotion, are fixed.

Current wording

Sales of manufactured homes increased 7% from $8.2 million, or 91 homes, for the three months ended June 30, 2023 to $8.8 million, or 105 homes, for the three months ended June 30, 2024. Sales of manufactured homes increased 4% from $15.5 million, or 174 homes, for the six months ended June 30, 2023 to $16.2 million, or 200 homes, for the six months ended June 30, 2024. Cost of sales of manufactured homes amounted to $5.5 million and $5.7 million for the three months ended June 30, 2024 and 2023, respectively. Cost of sales of manufactured homes amounted to $11.0 million and $10.7 million for the six months ended June 30, 2024 and 2023, respectively. The gross profit percentage was 38% and 30% for the three months ended June 30, 2024 and 2023, respectively, and 32% and 31% for the six months ended June 30, 2024 and 2023, respectively. Selling expenses, which includes salaries, commissions, advertising and other miscellaneous expenses, amounted to $1.7 million for the three months ended June 30, 2024 and 2023, and $3.4 million and $3.5 million for the six months ended June 30, 2024 and 2023, 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 $1.4 million or 16% of total sales and $665,000 or 8% of total sales for the three months ended June 30, 2024 and 2023, respectively. Gain from the sales operations amounted to $1.4 million or 9% of total sales and $901,000 or 6% of total sales for the six months ended June 30, 2024 and 2023, respectively. Gain from the sales operations, excluding interest on the financing of inventory, amounted to $1.6 million or 18% of total sales and $822,000 or 10% of total sales for the three months ended June 30, 2024 and 2023, respectively. Gain from the sales operations, excluding interest on the financing of inventory, amounted to $1.8 million or 11% of total sales and $1.3 million or 9% of total sales for the six months ended June 30, 2024 and 2023, respectively. Many of the costs associated with sales, such as salaries, and to an extent, advertising and promotion, are fixed.

Previous wording

Despite an increase in mortgage rates, home prices have continued to rise as fewer sellers are listing homes and inventories decline resulting in the inherent relative affordability of our property type becoming 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.

Current wording

Despite high mortgage rates, home prices have continued to rise as fewer sellers are listing homes and inventories decline resulting in the inherent relative affordability of our property type becoming 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.

Previous wording

General and administrative expenses increased 8% from $5.0 million for the three months ended March 31, 2023 to $5.4 million for the three months ended March 31, 2024. General and administrative expenses increased primarily due to an increase in payroll and related personnel cost. General and administrative expenses as a percentage of gross revenue (total income plus interest, dividend and other income) were in-line from the prior year at 9.0% and 9.1% at March 31, 2024 and 2023, respectively.

Current wording

General and administrative expenses increased 6% from $5.2 million for the three months ended June 30, 2023 to $5.5 million for the three months ended June 30, 2024. General and administrative expenses increased 7% from $10.2 million for the six months ended June 30, 2023 to $10.9 million for the six months ended June 30, 2024. General and administrative expenses increased 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 cost. General and administrative expenses as a percentage of gross revenue (total income plus interest, dividends and other income) was 8.8% and 8.9% for the three and six months ended June 30, 2024, respectively, as compared to 9.0% and 9.1% for the three and six months ended June 30, 2023, respectively.

Previous wording

Depreciation expense increased 10% from $13.4 million for the three months ended March 31, 2023 to $14.7 million for the three months ended March 31, 2024. This increase was primarily due to the increase in rental homes during 2023 and 2024.

Current wording

Depreciation expense increased 9% from $13.8 million for the three months ended June 30, 2023 to $15.0 million for the three months ended June 30, 2024. Depreciation expense increased 10% from $27.1 million for the six months ended June 30, 2023 to $29.7 million for the six months ended June 30, 2024. This increase was primarily due to the increase in rental homes during 2023 and 2024.

Previous wording

Interest income increased 38% from $1.1 million for the three months ended March 31, 2023 to $1.6 million for the three months ended March 31, 2024. This increase was primarily due to an increase in the average balance of notes receivable from $61.1 million at March 31, 2023 to $74.1 million at March 31, 2024. The weighted average interest rate earned on these notes receivable increased 30 basis points and were approximately 7.0% and 6.7% as of March 31, 2024 and 2023, respectively

Current wording

Interest income increased 23% from $1.2 million for the three months ended June 30, 2023 to $1.5 million for the three months ended June 30, 2024. Interest income increased 30% from $2.4 million for the six months ended June 30, 2023 to $3.1 million for the six months ended June 30, 2024. This increase was primarily due to an increase in the average balance of notes receivable from $65.1 million at June 30, 2023 to $78.1 million at June 30, 2024. The weighted average interest rate earned on these notes receivable increased 20 basis points and were approximately 7.0% and 6.8% as of June 30, 2024 and 2023, respectively.

Previous wording

Dividend income decreased 49% from $706,000 for the three months ended March 31, 2023 to $360,000 for the three months ended March 31, 2024. This decrease was due to reduced dividends as a result of our smaller securities portfolio and dividend cuts. The weighted average yield on our dividends received from our marketable securities investments increased 70 basis points and were approximately 7.2% and 6.5% at March 31, 2024 and 2023, respectively.

Current wording

Dividend income decreased 32% from $531,000 for the three months ended June 30, 2023 to $362,000 for the three months ended June 30, 2024. Dividend income decreased 42% from $1.2 million for the six months ended June 30, 2023 to $722,000 for the six months ended June 30, 2024. This decrease was due to reduced dividends as a result of our smaller securities portfolio and dividend cuts. The weighted average yield on our dividends received from our marketable securities investments decreased 140 basis points and were approximately 5.1% and 6.5% at June 30, 2024 and 2023, respectively.

Previous wording

The Company recognized a loss on sales of marketable securities of $42,000 for the three months ended March 31, 2023. The decrease in fair value of marketable securities amounted to $5.4 million and $2.4 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the Company had total net unrealized losses of $45.1 million in its REIT securities portfolio.

Current wording

The Company recognized a loss on sales of marketable securities of $3.8 million for the three and six months ended June 30, 2024. The Company recognized a loss on sales of marketable securities of $43,000 for the six months ended June 30, 2023. The increase (decrease) in fair value of marketable securities amounted to an increase of $3.3 million and a decrease of $2.5 million for the three months ended June 30, 2024 and 2023, respectively. The decrease in fair value of marketable securities amounted to $2.0 million and $4.9 million for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, the Company had total net unrealized losses of $41.7 million in its REIT securities portfolio.

Previous wording

Interest expense, including amortization of financing costs, decreased 10% from $8.3 million for the three months ended March 31, 2023 to $7.5 million for the three months ended March 31, 2024. This decrease was due to a decrease in the average balance of mortgages and loans from $657.3 million at March 31, 2023 to $580.6 million at March 31, 2024. In addition, the balance under our floorplan inventory financing revolving lines of credit decreased from approximately $57.1 million as of March 31, 2023 to $4.1 million as of March 31, 2024.

Current wording

Interest expense, including amortization of financing costs, decreased 15% from $8.6 million for the three months ended June 30, 2023 to $7.4 million for the three months ended June 30, 2024. Interest expense, including amortization of financing costs, decreased 13% from $17.0 million for the six months ended June 30, 2023 to $14.8 million for the six months ended June 30, 2024. This decrease was due to a decrease in the average balance of mortgages and loans from $644.9 million at June 30, 2023 to $579.2 million at June 30, 2024. In addition, the balance under our floorplan inventory financing revolving lines of credit decreased from approximately $38.8 million as of June 30, 2023 to $4.5 million as of June 30, 2024.

Previous wording

Total investment property increased 1% or $15.4 million during the three months ended March 31, 2024. In addition to adding 56 rental homes, net of 49 rental homes sold, to its communities during the most recent quarter, the Company is preparing sites for additional homes to be added during the year. Occupied rentals increased by 158 rental homes from December 31, 2023 to March 31, 2024. The Company’s occupancy rate on its rental homes portfolio increased 110 basis points and was 95.1% at March 31, 2024 as compared to 94.0% at December 31, 2023.

Current wording

Total investment property increased 2% or $35.2 million during the six months ended June 30, 2024. In addition to adding 167 rental homes, net of 105 rental homes sold, to its communities during the six months ended June 30, 2024, the Company is preparing sites for additional homes to be added during the year. Occupied rentals increased by 257 rental homes from December 31, 2023 to June 30, 2024. The Company’s occupancy rate on its rental homes portfolio increased 100 basis points and was 95.0% at June 30, 2024 as compared to 94.0% at December 31, 2023.

Previous wording

Marketable securities decreased 16% or $5.4 million during the three months ended March 31, 2024 due to the net decrease in fair value.

Current wording

Marketable securities decreased 17% or $5.8 million during the six months ended June 30, 2024. This decrease was due to sales of securities with a cost basis of $3.8 million and a net decrease in the fair value of $2.0 million.

Previous wording

Mortgages payable, net of unamortized debt issuance costs, decreased 1% or $2.7 million during the three months ended March 31, 2024 due to principal payments.

Current wording

Mortgages payable, net of unamortized debt issuance costs, decreased 1% or $5.5 million during the six months ended June 30, 2024 due to principal payments.

Previous wording

Loans payable, net of unamortized debt issuance costs, decreased 17% or $15.9 million during the three months ended March 31, 2024. This decrease was due to a decrease of $20 million on our unsecured line of credit offset by an increase of $4.1 million on our revolving lines of credit for the purchase of inventory.

Current wording

Loans payable, net of unamortized debt issuance costs, decreased 17% or $16.1 million during the six months ended June 30, 2024. This decrease was due to a decrease of $20 million on our unsecured line of credit offset by an increase of $4.5 million on our revolving lines of credit for the purchase of inventory.

Previous wording

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, on March 12, 2024, the Company implemented a new 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. Additionally, subsequent to quarter end, the Company expanded the borrowing capacity on its unsecured revolving credit facility from $180 million in available borrowings to $260 million in available borrowings.

Current wording

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, on March 12, 2024, the Company implemented a new 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. Additionally, the Company expanded the borrowing capacity on its unsecured revolving credit facility from $180 million in available borrowings to $260 million in available borrowings.

Previous wording

The Company continues to strengthen its capital and liquidity positions. During the three months ended March 31, 2024, the Company issued and sold 1.3 million shares of Common Stock through our Common ATM Programs, at a weighted average price of $15.40 per share, generating gross proceeds of $20.7 million and net proceeds of $20.4 million, after offering expenses. Subsequent to quarter end, the Company issued and sold an additional 190,000 shares of its Common Stock under the 2024 Common ATM Program at a weighted average price of $15.92 per share, generating gross and net proceeds, after offering expenses, of $3.0 million.

Current wording

The Company continues to strengthen its capital and liquidity positions. During the six months ended June 30, 2024, the Company issued and sold 3.7 million shares of Common Stock through our Common ATM Programs, at a weighted average price of $15.44 per share, generating gross proceeds of $57.6 million and net proceeds of $56.5 million, after offering expenses. Subsequent to quarter end, the Company issued and sold an additional 765,000 shares of its Common Stock under the 2024 Common ATM Program at a weighted average price of $16.94 per share, generating net proceeds of $12.8 million, after offering expenses.

Previous wording

In addition, during the three months ended March 31, 2024, the Company issued and sold 194,000 shares of Series D Preferred Stock through our 2023 Preferred ATM Program, at a weighted average price of $23.01 per share, generating gross proceeds of $4.5 million and net proceeds of $4.4 million, after offering expenses. Subsequent to quarter end, the Company issued and sold an additional 19,000 shares of its Series D Preferred Stock under the 2023 Preferred ATM Program at a weighted average price of $23.27 per share, generating gross proceeds of $451,000 and net proceeds of $444,000, after offering expenses.

Current wording

In addition, during the six months ended June 30, 2024, the Company issued and sold 223,000 shares of Series D Preferred Stock through our 2023 Preferred ATM Program, at a weighted average price of $23.04 per share, generating gross and net proceeds, after offering expenses, of $5.1 million. Subsequent to quarter end, the Company issued and sold an additional 150,000 shares of its Series D Preferred Stock under the 2023 Preferred ATM Program at a weighted average price of $23.01 per share, generating net proceeds of $3.4 million, after offering expenses.

Previous wording

The Company also raised $2.5 million from the issuance of common stock in the DRIP during the three months ended March 31, 2024, which included dividend reinvestments of $712,000. Dividends paid on the common stock for the three months ended March 31, 2024 were $14.2 million, including the $712,000 reinvested. Dividends paid on the Series D Preferred Stock for the three months ended March 31, 2024 totaled $4.7 million.

Current wording

The Company also raised $5.0 million from the issuance of common stock in the DRIP during the six months ended June 30, 2024, which included dividend reinvestments of $1.5 million. Dividends paid on the common stock for the six months ended June 30, 2024 were $29.4 million, of which $1.5 million were reinvested. Dividends paid on the Series D Preferred Stock for the six months ended June 30, 2024 totaled $9.4 million.

Previous wording

Net cash provided by operating activities amounted to $19.0 million and $13.3 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the Company had cash and cash equivalents of $39.9 million, marketable securities of $29.1 million and $130 million available on our credit facility, with an additional $400 million potentially available pursuant to an accordion feature. We also had approximately $139 million available on our revolving lines of credit for the financing of home sales and purchases of inventory and $55 million available on our line of credit secured by rental homes and rental homes leases.

Current wording

Net cash provided by operating activities amounted to $37.6 million and $53.0 million for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, the Company had cash and cash equivalents of $39.5 million, marketable securities of $28.7 million and $210 million available on our credit facility. We also had approximately $139 million available on our revolving lines of credit for the financing of home sales and purchases of inventory and $55 million available on our line of credit secured by rental homes and rental homes leases.

Previous wording

As of March 31, 2024, the Company had total assets of $1.4 billion and total liabilities of $669.3 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, 2024 was approximately 30% and the Company’s net debt, less securities to total market capitalization as of March 31, 2024 was approximately 29%. As of March 31, 2024, the Company had one mortgage totaling $6.6 million due within the next 12 months and eighteen mortgages totaling $85.7 million within the next 18 months. The Company believes that it has the ability to meet its obligations and to generate funds for new investments.

Current wording

As of June 30, 2024, the Company had total assets of $1.4 billion and total liabilities of $697.3 million. The Company’s net debt (net of unamortized debt issuance costs and cash and cash equivalents) to total market capitalization as of June 30, 2024 was approximately 30% and the Company’s net debt, less securities to total market capitalization as of June 30, 2024 was approximately 28%. As of June 30, 2024, the Company had ten mortgages totaling $46.6 million due within the next 12 months and twenty-three mortgages totaling $117.0 million within the next 18 months. The Company believes that it has the ability to meet its obligations and to generate funds for new investments.