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 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 is expected to open at the end of the second quarter of 2025 and, 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, and one community in Pennsylvania which opened for occupancy in June 2025, through its joint venture relationship with Nuveen Real Estate. The Company has a 40% interest in the Nuveen joint venture entities. The Pennsylvania community, named Honey Ridge, is located in Honey Brook, Pennsylvania and contains 113 manufactured home sites situated on approximately 61 acres.

Previous wording

As of March 31, 2025, the Company operated 141 manufactured home communities, 139 of which are communities in which we own either a 100% or majority interest, containing a total of approximately 26,500 developed homesites, on which approximately 10,400 Company-owned rental homes are situated. These 141 communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina, Florida and Georgia.

Current wording

As of June 30, 2025, the Company operated 142 manufactured home communities, 139 of which are communities in which we own either a 100% or majority interest, containing a total of approximately 26,600 developed homesites, on which approximately 10,600 Company-owned rental homes are situated. These 142 communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina, Florida and Georgia. Subsequent to quarter end, the Company acquired two manufactured home communities containing 191 developed homesites, located in Conowingo, Maryland, for a total purchase price of $14.6 million (See Note 13). Including these communities, the Company currently operates 144 communities, containing 26,800 developed homesites.

Previous wording

The Company recently entered into a preliminary agreement with a leading national homebuilder regarding the potential formation of a joint venture to develop approximately 131 acres of undeveloped land adjacent to one of the Company’s existing manufactured home communities in southern New Jersey (See Note 11 of the Notes to Consolidated Financial Statements).

Current wording

Earlier this year, the Company entered into a preliminary agreement with a leading national homebuilder regarding the potential formation of a joint venture to develop approximately 131 acres of undeveloped land adjacent to one of the Company’s existing manufactured home communities in southern New Jersey (See Note 11 of the Notes to Consolidated Financial Statements).

Previous wording

The primary focus of our business is the operation of our manufactured home communities – leasing of manufactured homesites and manufactured homes in our communities. The sale of homes is integrated with our leasing of these manufactured homes and homesites. Management views the Company’s business as a single segment based on its method of internal reporting in addition to its allocation of capital and resources. Capital and resources are allocated to further the goal of maintaining and increasing occupancy in our communities. Our chief executive officer, with the assistance of our chief operating officer, is the principal decision-maker regarding allocation of resources. These decisions are based on the occupancy of the communities and community net operating income. Sales of homes are necessary to maintain and increase occupancy at our communities. We primarily purchase homes to fill vacant sites in the communities. These homes are either rented or sold, based on the needs of the potential residents.

Current wording

The primary focus of our business is the operation of our manufactured home communities – leasing of manufactured homesites and manufactured homes in our communities. The sale of homes is integrated with our leasing of these manufactured homes and homesites. Management views the Company’s business as a single segment based on its method of internal reporting in addition to its allocation of capital and resources. Capital and resources are allocated to further the goal of maintaining and increasing occupancy and net operating income in our communities. Our chief executive officer, with the assistance of our chief operating officer, is the principal decision-maker regarding allocation of resources. These decisions are based on the occupancy of the communities and community net operating income. Sales of homes are necessary to maintain and increase occupancy at our communities. We primarily purchase homes to fill vacant sites in the communities. These homes are either rented or sold, based on the needs of the potential residents. Although certain components of the sales operation are tracked (sales, cost of sales, etc.), separate discrete financial information for the entire sales operation is not available. Most of the personnel costs, office expenses, maintenance and other expenses are borne by the community and cannot be allocated. The components of the sales operation play no material role in decisions about resources to be allocated. Resources are allocated to maintaining and increasing occupancy and net operating income in our communities.

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, 2025, rental and related income increased 8% from the prior year period and Community Net Operating Income (“NOI”), as defined below, increased 8%. Same property NOI, which includes communities owned and operated as of January 1, 2024 (excluding Memphis Blues, Duck River Estates and River Bluff Estates), increased 8% for the three months ended March 31, 2025 over the prior year period driven by a 70 basis point increase in occupancy, to 87.9%, and rental rate increases of 4.3%. 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 and investments in expansions. Our business plan includes acquiring communities that over time are expected to yield in excess of our cost of funds and then investing in physical improvements, including adding rental homes onto otherwise vacant sites. This has resulted in increased occupancy rates and improved operating results. For the three and six months ended June 30, 2025, rental and related income increased 9% from the prior year periods and Community Net Operating Income (“NOI”), as defined below, increased 11% and 9%, respectively. Same property NOI, which includes communities owned and operated as of January 1, 2024 (excluding Memphis Blues, Duck River Estates and River Bluff Estates), increased 10% and 9% for the three and six months ended June 30, 2025, respectively, over the prior year period driven by an 80 basis point increase in occupancy, to 88.2%, and rental rate increase of 4.2%. 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. According to the National Association of Realtors, reported sales of existing homes fell to 4.06 million in 2024, the lowest level in nearly 30 years. We believe rental homes in a manufactured home community allow the resident to obtain the efficiencies of factory-built housing and the amenities of community living for less than the cost of other forms of affordable housing. We continue to see strong demand for rental homes. We have added an additional 72 rental homes during the first three months of 2025, net of rental home sales. This brought the total number of rental homes to approximately 10,400 rental homes, or 39.9% of total sites. Occupied rental homes represented approximately 42.9% of total occupied sites at quarter end. Occupancy in rental homes continues to be strong and was at 94.6% as of March 31, 2025. 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.

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. According to the National Association of Realtors, reported sales of existing homes fell to 4.06 million in 2024, the lowest level in nearly 30 years. We believe rental homes in a manufactured home community allow the resident to obtain the efficiencies of factory-built housing and the amenities of community living for less than the cost of other forms of affordable housing. We continue to see strong demand for rental homes. We have added an additional 237 rental homes during the first six months of 2025, net of rental home sales. This brought the total number of rental homes to approximately 10,600 rental homes, or 40.4% of total sites. Occupied rental homes represented approximately 43.2% of total occupied sites at quarter end. Occupancy in rental homes continues to be strong and was at 94.4% as of June 30, 2025. 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 following is a summary of the communities acquired during the three months ended March 31, 2025:

Current wording

The following is a summary of the communities acquired during the six months ended June 30, 2025 and during July 2025:

Previous wording

The Company’s Community NOI for the three months ended March 31, 2025 and 2024 is calculated as follows*(in thousands)*:

Current wording

The Company’s Community NOI for the three and six months ended June 30, 2025 and 2024 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, 2025 and 2024 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, 2025 and 2024 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, 2025 and 2024*(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, 2025 and 2024*(in thousands)*:

Previous wording

Rental and related income increased 8% from $50.3 million for the three months ended March 31, 2024 to $54.6 million for the three months ended March 31, 2025. 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 70 basis points from 87.2% as of March 31, 2024 to 87.9% at March 31, 2025. Occupied rental homes increased 4% from approximately 9,500 homes at March 31, 2024 to 9,900 homes at March 31, 2025.

Current wording

Rental and related income increased 9% from $51.5 million for the three months ended June 30, 2024 to $56.2 million for the three months ended June 30, 2025. Rental and related income increased 9% from $101.8 million for the six months ended June 30, 2024 to $110.7 million for the six months ended June 30, 2025. This increase was due to acquisitions, 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 80 basis points from 87.4% as of June 30, 2024 to 88.2% at June 30, 2025. Occupied rental homes increased 4% from approximately 9,600 homes at June 30, 2024 to 10,000 homes at June 30, 2025.

Previous wording

Community operating expenses increased 9% from $21.1 million for the three months ended March 31, 2024 to $23.0 million for the three months ended March 31, 2025. These increases were due to an increase in payroll costs, real estate taxes, snow removal and water and sewer costs.

Current wording

Community operating expenses increased 7% from $21.6 million for the three months ended June 30, 2024 to $23.0 million for the three months ended June 30, 2025. Community operating expenses increased 8% from $42.7 million for the six months ended June 30, 2024 to $46.1 million for the six months ended June 30, 2025. These increases were due to acquisitions and an increase in payroll costs, real estate taxes, snow removal and water and sewer costs.

Previous wording

Community NOI increased 8% from $29.2 million for the three months ended March 31, 2024 to $31.5 million for the three months ended March 31, 2025. 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% and 42.2% for the three months ended March 31, 2024 and 2025, 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 $29.9 million for the three months ended June 30, 2024 to $33.1 million for the three months ended June 30, 2025. Community NOI increased 9% from $59.1 million for the six months ended June 30, 2024 to $64.7 million for the six months ended June 30, 2025. These increases were primarily due to acquisitions, 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 41.0% and 41.6% for the three and six months ended June 30, 2025, respectively, and 41.9% for the three and six months ended June 30, 2024. 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 decreased 10% from $7.4 million, or 95 homes, for the three months ended March 31, 2024 to $6.7 million, or 71 homes, for the three months ended March 31, 2025. Cost of sales of manufactured homes amounted to $4.3 million and $5.6 million for the three months ended March 31, 2025 and 2024, respectively. The gross profit percentage was 35% and 24% for the three months ended March 31, 2025 and 2024, respectively. Included in these amounts for the three months ended March 31, 2024 was the liquidation of inventory at a sales center that was leased to a third-party operator. Excluding these liquidations, 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. Selling expenses, which includes salaries, commissions, advertising and other miscellaneous expenses, amounted to $1.6 million for the three months ended March 31, 2025 and 2024. Gain from the sales operations (defined as sales of manufactured homes, less cost of sales of manufactured homes, less selling expenses), excluding interest on the financing of inventory, amounted to $691,000 or 10% of total sales and $149,000 or 2% of total sales for the three months ended March 31, 2025 and 2024, respectively. 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 19% from $8.8 million, or 105 homes, for the three months ended June 30, 2024 to $10.5 million, or 102 homes, for the three months ended June 30, 2025. The average sales price was $103,000 and $84,000 for the three months ended June 30, 2025 and 2024, respectively. Cost of sales of manufactured homes amounted to $7.1 million and $5.5 million for the three months ended June 30, 2025 and 2024, respectively. The gross profit percentage was 32% and 38% for the three months ended June 30, 2025 and 2024, respectively. Selling expenses, which includes salaries, commissions, advertising and other miscellaneous expenses, amounted to $1.8 million and $1.7 million for the three months ended June 30, 2025 and 2024, 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 $1.3 million or 13% of total sales and $1.4 million or 16% of total sales for the three months ended June 30, 2025 and 2024, respectively. Gain from the sales operations, excluding interest on the financing of inventory, amounted to $1.5 million or 14% of total sales and $1.6 million or 18% of total sales for the three months ended June 30, 2025 and 2024, respectively.

Previous wording

General and administrative expenses increased 12% from $5.4 million for the three months ended March 31, 2024 to $6.0 million for the three months ended March 31, 2025. General and administrative expenses increased primarily due to an increase in payroll and related personnel costs and professional fees. 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 9.4% and 9.0% at March 31, 2025 and 2024, respectively.

Current wording

General and administrative expenses increased 14% from $5.5 million for the three months ended June 30, 2024 to $6.3 million for the three months ended June 30, 2025. General and administrative expenses increased 13% from $10.9 million for the six months ended June 30, 2024 to $12.3 million for the six months ended June 30, 2025. General and administrative expenses increased primarily due to an increase in payroll and related personnel costs and professional fees. General and administrative expenses as a percentage of gross revenue (total income plus interest, dividends and other income) was 9.0% and 9.2% for the three and six months ended June 30, 2025, respectively, as compared to 8.8% and 8.9% for the three and six months ended June 30, 2024, respectively.

Previous wording

Depreciation expense increased 13% from $14.7 million for the three months ended March 31, 2024 to $16.7 million for the three months ended March 31, 2025. This increase was primarily due to the increase in rental homes and expansions during 2024 and 2025.

Current wording

Depreciation expense increased 5% from $15.0 million for the three months ended June 30, 2024 to $15.7 million for the three months ended June 30, 2025. Depreciation expense increased 9% from $29.7 million for the six months ended June 30, 2024 to $32.4 million for the six months ended June 30, 2025. This increase was primarily due to acquisitions and the increase in rental homes and expansions during 2024 and 2025.

Previous wording

Interest income increased 44% from $1.6 million for the three months ended March 31, 2024 to $2.3 million for the three months ended March 31, 2025. This increase was primarily due to an increase in the average balance of notes receivable from $74.1 million at March 31, 2024 to $90.4 million at March 31, 2025 and interest earned on excess cash during 2025. The weighted average interest rate earned on notes receivable increased 20 basis points and was approximately 7.2% and 7.0% as of March 31, 2025 and 2024, respectively.

Current wording

Interest income increased 37% from $1.5 million for the three months ended June 30, 2024 to $2.1 million for the three months ended June 30, 2025. Interest income increased 41% from $3.1 million for the six months ended June 30, 2024 to $4.3 million for the six months ended June 30, 2025. This increase was primarily due to an increase in the average balance of notes receivable from $78.1 million at June 30, 2024 to $92.3 million at June 30, 2025. The weighted average interest rate earned on these notes receivable increased 10 basis points and were approximately 7.1% and 7.0% as of June 30, 2025 and 2024, respectively.

Previous wording

Dividend income remained relatively stable for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Current wording

Dividend income remained relatively stable for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024.

Previous wording

The decrease in fair value of marketable securities amounted to $1.6 million and 5.4 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, the Company had total net unrealized losses of $40.1 million in its REIT securities portfolio.

Current wording

The increase (decrease) in fair value of marketable securities amounted to a decrease of $175,000 and an increase of $3.3 million for the three months ended June 30, 2025 and 2024, respectively. The decrease in fair value of marketable securities amounted to $1.7 million and $2.0 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the Company had total net unrealized losses of $40.3 million in its REIT securities portfolio.

Previous wording

Interest expense, including amortization of financing costs, decreased 21% from $7.5 million for the three months ended March 31, 2024 to $5.9 million for the three months ended March 31, 2025. This decrease was due to a decrease in the average balance of mortgages and loans from $580.6 million at March 31, 2024 to $509.5 million at March 31, 2025. The weighted average interest rate on our total debt decreased from 4.6% at March 31, 2024 to 4.4% at March 31, 2025, respectively.

Current wording

Interest expense, including amortization of financing costs, remained relatively stable for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Interest expense, including amortization of financing costs, decreased 10% from $14.8 million for the six months ended June 30, 2024 to $13.3 million for the six months ended June 30, 2025. This decrease was due to a decrease in the average balance of mortgages and loans from $579.2 million at June 30, 2024 to $535.8 million at June 30, 2025. The weighted average interest rate on our total debt was 4.6% at June 30, 2025 and 2024.

Previous wording

Total investment property increased 3% or $43.8 million during the three months ended March 31, 2025. In addition to adding 109 rental homes, net of 37 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. The Company also purchased two communities for approximately $24.6 million during the three months ended March 31, 2025. Occupied rentals increased by 158 rental homes from December 31, 2024 to March 31, 2025. The Company’s occupancy rate on its rental homes portfolio increased 60 basis points and was 94.6% at March 31, 2025 as compared to 94.0% at December 31, 2024.

Current wording

Total investment property increased 4% or $71.1 million during the six months ended June 30, 2025. In addition to adding 237 rental homes, net of 78 rental homes sold, to its communities during the six months ended June 30, 2025, the Company is preparing sites for additional homes to be added during the year. The Company also purchased two communities for approximately $24.6 million during the six months ended June 30, 2025. Occupied rentals increased by 259 rental homes from December 31, 2024 to June 30, 2025. The Company’s occupancy rate on its rental homes portfolio increased 40 basis points and was 94.4% at June 30, 2025 as compared to 94.0% at December 31, 2024.

Previous wording

Marketable securities decreased 5% or $1.6 million during the three months ended March 31, 2025 due to the net decrease in fair value.

Current wording

Marketable securities decreased 5% or $1.7 million during the six months ended June 30, 2025 due to the net decrease in fair value.

Previous wording

Land development costs increased 35% or $11.9 million during the three months ended March 31, 2025 due to an increase in expansion projects. The Company anticipates construction of 158 expansion sites during 2025.

Current wording

Land development costs increased 83% or $28.2 million during the six months ended June 30, 2025 due to an increase in expansion projects.

Previous wording

Loans payable, net of unamortized debt issuance costs, remained relatively stable during the three months ended March 31, 2025.

Current wording

Loans payable, net of unamortized debt issuance costs, decreased 2% or $640,000 during the six months ended June 30, 2025.

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 September 16, 2024, the Company terminated its successful then-existing at-the-market Common Stock ATM Program and implemented a new September 2024 Common ATM Program which allows the Company to offer and sell shares of the Company’s Common Stock, having an aggregate sales price of up to $150 million, from time to time through the Distribution Agents. As of March 31, 2025, $80.4 million of common stock remained eligible for sale under the September 2024 Common ATM Program. Additionally, on March 5, 2025, the Company terminated its then-existing 2023 Preferred ATM Program and implemented a new 2025 Preferred ATM Program which allows the Company to offer and sell shares of the Company’s Series D Preferred Stock having an aggregate sales price of up to $100 million from time to time through B. Riley, as Distribution Agent.

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 September 16, 2024, the Company terminated its successful then-existing at-the-market Common Stock ATM Program and implemented a new September 2024 Common ATM Program which allows the Company to offer and sell shares of the Company’s Common Stock, having an aggregate sales price of up to $150 million, from time to time through the Distribution Agents. As of June 30, 2025, $49.4 million of common stock remained eligible for sale under the September 2024 Common ATM Program. Additionally, on March 5, 2025, the Company terminated its then-existing 2023 Preferred ATM Program and implemented a new 2025 Preferred ATM Program which allows the Company to offer and sell shares of the Company’s Series D Preferred Stock having an aggregate sales price of up to $100 million from time to time through B. Riley, as Distribution Agent.

Previous wording

The Company continues to strengthen its capital and liquidity positions. During the three months ended March 31, 2025, the Company issued and sold 515,000 shares of Common Stock through our September 2024 Common ATM Program, at a weighted average price of $18.21 per share, generating gross proceeds of $9.4 million and net proceeds of $9.2 million, after offering expenses. Subsequent to quarter end, the Company issued and sold an additional 1.2 million shares of its Common Stock under the September 2024 Common ATM Program at a weighted average price of $17.89 per share, generating gross proceeds of $21.8 million and net proceeds, after offering expenses, of $21.5 million.

Current wording

The Company continues to strengthen its capital and liquidity positions. During the six months ended June 30, 2025, the Company issued and sold 2.3 million shares of Common Stock through our September 2024 Common ATM Program, at a weighted average price of $17.74 per share, generating gross proceeds of $40.4 million and net proceeds of $39.6 million, after offering expenses. Subsequent to quarter end, the Company issued and sold an additional 160,000 shares of its Common Stock under the September 2024 Common ATM Program at a weighted average price of $16.99 per share, generating gross and net proceeds, after offering expenses, of $2.7 million.

Previous wording

In addition, during the three months ended March 31, 2025, the Company issued and sold 49,000 shares of Series D Preferred Stock through our Preferred ATM Program, at a weighted average price of $23.03 per share, generating gross proceeds of $1.1 million and net proceeds of $982,000, after offering expenses.

Current wording

In addition, during the six months ended June 30, 2025, the Company issued and sold 49,000 shares of Series D Preferred Stock through our 2023 Preferred ATM Program, at a weighted average price of $23.03 per share, generating gross proceeds of $1.1 million and net proceeds of $982,000, after offering expenses.

Previous wording

The Company also raised $2.6 million from the issuance of common stock in the DRIP during the three months ended March 31, 2025, which included dividend reinvestments of $836,000. Dividends paid on the common stock for the three months ended March 31, 2025 were $17.7 million, including the $836,000 reinvested. Dividends paid on the Series D Preferred Stock for the three months ended March 31, 2025 totaled $5.1 million.

Current wording

The Company also raised $4.8 million from the issuance of common stock in the DRIP during the six months ended June 30, 2025, which included dividend reinvestments of $1.7 million. Dividends paid on the common stock for the six months ended June 30, 2025 were $36.7 million, including the $1.7 million reinvested. Dividends paid on the Series D Preferred Stock for the six months ended June 30, 2025 totaled $10.3 million.

Previous wording

Net cash provided by operating activities amounted to $12.8 million and $19.0 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, the Company had cash and cash equivalents of $35.2 million, marketable securities of $30.3 million and $260 million available on our credit facility. We also had approximately $137 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 $37.2 million and $37.6 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the Company had cash and cash equivalents of $79.2 million, marketable securities of $30.2 million and $260 million available on our credit facility, with a potential total availability of up to $500 million 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.

Previous wording

The Company owns 141 communities (including two communities owned by the Company’s joint venture with Nuveen, in which the Company has a minority interest), of which 55 are unencumbered. Except for 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. The Company holds a 40% equity interest in the entities formed under its joint venture with Nuveen, which owns two newly developed communities that are unencumbered and one community in the process of being developed that is also unencumbered.

Current wording

As of quarter end, the Company owned and operated 142 communities (including three communities owned by the Company’s joint venture with Nuveen, in which the Company has a minority interest), of which 57 are unencumbered. Subsequent to quarter end, the Company acquired two additional manufactured home communities in Maryland which are also unencumbered. Except for 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. The Company holds a 40% equity interest in the entities formed under its joint venture with Nuveen, which owns three newly developed communities that are unencumbered.

Previous wording

As of March 31, 2025, the Company had total assets of $1.5 billion and total liabilities of $635.1 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, 2025 was approximately 23% and the Company’s net debt, less securities to total market capitalization as of March 31, 2025 was approximately 22%. As of March 31, 2025, the Company had twenty-three mortgages totaling $112.5 million due within the next 12 months. Subsequent to quarter end, the Company paid down nine mortgages totaling $39.3 million and drew down $40 million on its unsecured line of credit. 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, 2025, the Company had total assets of $1.6 billion and total liabilities of $690.3 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, 2025 was approximately 31% and the Company’s net debt, less securities to total market capitalization as of June 30, 2025 was approximately 29%. As of June 30, 2025, the Company had fourteen mortgages totaling $75.6 million due within the next 12 months and sixteen mortgages totaling $99.7 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.