UMH Properties: Authorized Share Capital after Redemption of Series C Preferred Shares







UMH PROPERTIES, INC.

FORM 8-K

(Submission of the report in progress)

Filed 8/25/22 for period ending 8/25/22

Address

3499 ROUTE 9 N, SUITE 3-C

JUNIPER BUSINESS PLAZA

FREEHOLD, NJ, 07728

Telephone

7325779997

CIK

0000752642

Symbol

UMH

SIC code

6798 – Real Estate Investment Trusts

Industry

Residential REITs

Sector

finance

Fiscal year

31/12

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UNITED STATES

SAFETY AND EXCHANGES COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Report Date (Date of First Reported Event): August 25, 2022

UMH Properties, Inc.

(Exact name of the declarant as specified in its charter)

Maryland

001-12690

22-1890929

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File number)

ID number.)

Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ

07728

(Address of main executive offices)

(Postal code)

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

Not applicable

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

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

  • Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)
  • Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)
  • Pre-launchcommunications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))
  • Pre-launchcommunications pursuant to Rule 13e-4(c) of 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 each exchange listed on

Common shares, par value $0.10

UMH

New York Stock Exchange

6.375% Cumulative Redeemable Preferred Series D

Share, par value $0.10

UMH PRD

New York Stock Exchange

Indicate with a check mark whether the registrant is an emerging growth company within the meaning of 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).

Growing emerging company

If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act.

Item 8.01. The other information.

As previously reported, UMH Properties, Inc. (the “Company”) has redeemed all 9,884,000 issued and outstanding shares of its Series C 6.75% Cumulative Redeemable Preferred Shares, with a par value of 0 $.10 per share (the “Series C Preferred Shares”), on July 26, 2022.

Following the redemption of the Series C Preferred Shares, the Company’s authorized share capital currently consists of 154,048,469 common shares, par value $0.10 per share; 199,331 Series B 8.0% Preferred Shares, par value $0.10 per share; 3,866,000 Series C 6.75% Preferred Shares, par value $0.10 per share; 9,300,000 6.375% Series D Preferred Shares, par value $0.10 per share (the “Series D Preferred Shares”), and 3,000,000 excess shares, par value $0.10 per share. As of August 25, 2022, the Company’s outstanding share capital consisted of 55,064,802 common shares and 8,608,740 Series D preferred shares.

Pursuant to the Company’s market sale agreement with B. Riley Securities Inc. (“B. Riley”) dated July 22, 2020, the Company has implemented a preferred stock sale program on the (the “Preferred ATM Program”) pursuant to which the Company was authorized, under certain conditions, to offer and sell Series C Preferred Shares and/or Series D Preferred Shares of the Company, having a total sale price of up to $100 million, through B. Riley as release agent. Sales of shares under the Preferred ATM Program are made in “market offerings” as defined in Rule 415 of the Securities Act of 1933. Shares sold under the ATM Program Preferred Shares are offered and sold pursuant to the Company’s Prospectus dated June 1, 2020. as supplemented by its Prospectus Supplement dated July 22, 2020. A total of $87.8 million of Series C Preferred Shares and The Company’s Series D Preferred Shares have been sold to date under the Preferred ATM Program since the program’s inception in 2020. Although provisions of the Company’s Charter authorize the Company to issue new preferred shares of Series C, the Company does not intend to issue any new Series C Preferred Shares. Accordingly, a total of $12.2 million in aggregate sale price of the Preferred Shares Series D es remain eligible for sale under the Preferred ATM Program beginning August 25, 2022.

SIGNATURE

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

Date: August 25, 2022

UMH PROPERTIES, INC.

By:

/s/ Anna T. Chew

Last name:

Anna T Chew

Title:

Vice President and Chief Financial Officer

Disclaimer

UMH Properties Inc. published this content on August 28, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unmodified, on Aug 29, 2022 8:43:57 PM UTC.

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Analyst Recommendations for UMH PROPERTIES, INC.

2022 sales 196M

Net income 2022 -27.1M

Net debt 2022

PER 2022 ratio -36.7x
2022 return 4.34%
Capitalization 1,015 million
1,015 million
capi. / Sales 2022 5.17x
capi. / Sales 2023 4.83x
# of employees
Floating 92.8%

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Sale

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Medium consensus TO BUY
Number of analysts 6
Last closing price $18.43
Average target price $25.00
Average Spread / Target 35.6%


Sallie R. Loera