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): February 28, 2024 ______________________________________

UMH Properties, Inc.

(Exact name of registrant as specified in its charter) ______________________________________

Maryland 001-12690 22-1890929 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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, \$0.10 par value	UMH	New York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Stock, \$0.10 par	UMH PD	New York Stock Exchange
value

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 February 28, 2024, UMH Properties, Inc. issued a press release announcing the results for the fourth quarter and year ended December 31, 2023 and disclosed a supplemental information package in connection with its earnings conference call for the fourth quarter and year ended December 31, 2023. 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 or increase rental rates and occupancy levels;
changes in market rates of interest;
inflation and increases in costs, including personnel, insurance and the cost of purchasing manufactured homes;
our ability to purchase manufactured homes for rental or sale;
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 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
risks and uncertainties related to the COVID-19 pandemic or other highly infectious or contagious diseases.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99 Supplemental information package for the fourth quarter and year ended December 31, 2023 and press release dated February 28, 2024.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 28, 2024 By: /s/ Anna T. Chew

Name: Anna T. Chew Title: Executive Vice President and Chief Financial Officer

	Page
Financial Highlights	3
Consolidated Balance Sheets	4
Consolidated Statements of Income (Loss)	5
Consolidated Statements of Cash Flows	6
Reconciliation of Net Income (Loss) to Adjusted EBITDA excluding Non-Recurring Other Expense and Net Income (Loss) Attributable to Common Shareholders to FFO and Normalized FFO	7
Market Capitalization, Debt and Coverage Ratios	8
Debt Analysis	9
Debt Maturity	10
Securities Portfolio Performance	11
Property Summary and Snapshot	12
Same Property Statistics	13
Acquisitions Summary and Property Portfolio	14
Definitions	15
Press Release Dated February 28, 2024	16

Certain information in this Supplemental Information Package contains Non-GAAP financial measures. These Non-GAAP financial measures are REIT industry financial measures that are not calculated in accordance with accounting principles generally accepted in the United States of America. Please see page 15 for a definition of these Non-GAAP financial measures and page 7 for the reconciliation of certain captions in the Supplemental Information Package to the statement of operations as reported in the Company's filings with the SEC on Form 10-K.

Financial Highlights

(dollars in thousands except per share amounts) (unaudited)

	Three Months Ended			Year Ended
	December 31, 2023		December 31, 2022	December 31, 2023		December 31, 2022
Operating Information
Number of Communities				135		134
Number of Sites				25,766		25,568
Rental and Related Income	\$ 49,246	\$	43,735	\$ 189,749	\$	170,434
Community Operating Expenses	\$ 20,548	\$	19,485	\$ 81,343	\$	75,660
Community NOI	\$ 28,698	\$	24,250	\$ 108,406	\$	94,774
Expense Ratio	41.7%		44.6%	42.9%		44.4%
Sales of Manufactured Homes	\$ 7,738	\$	5,013	\$ 31,176	\$	25,342
Number of Homes Sold	77		65	341		301
Number of Rentals Added, net	92		99	871		392
Net Income (Loss) Net Income (Loss) Attributable to Common	\$ 11,254	\$	3,659	\$ 7,851	\$	(4,972)
Shareholders Adjusted EBITDA excluding Non-Recurring	\$ 6,832	\$	283	\$ (8,714)	\$	(36,265)
Other Expense	\$ 27,174	\$	21,807	\$ 101,870	\$	89,926
FFO Attributable to Common Shareholders Normalized FFO Attributable to	\$ 14,595	\$	9,973	\$ 51,069	\$	28,489
Common Shareholders	\$ 15,364	\$	11,321	\$ 54,533	\$	46,840
Shares Outstanding and Per Share Data Weighted Average Shares Outstanding
Basic	66,881		56,184	63,068		54,389
Diluted	67,196		56,755	63,068		54,389
Net Income (Loss) Attributable to Common Shareholders per Share –
Basic	\$ 0.10	\$	0.01	\$ (0.15)	\$	(0.67)
Diluted	\$ 0.10	\$	0.005	\$ (0.15)	\$	(0.67)
FFO per Share –
Diluted (1)	\$ 0.22	\$	0.18	\$ 0.80	\$	0.51
Normalized FFO per Share –
Diluted (1)	\$ 0.23	\$	0.20	\$ 0.86	\$	0.85
Dividends per Common Share	\$ 0.205	\$	0.20	\$ 0.82	\$	0.80
Balance Sheet
Total Assets				\$ 1,427,577	\$	1,344,596
Total Liabilities				\$ 720,783	\$	793,400
Market Capitalization Total Debt, Net of Unamortized Debt
Issuance Costs				\$ 690,017	\$	761,676
Equity Market Capitalization				\$ 1,041,422	\$	927,298
Series D Preferred Stock				\$ 290,180	\$	225,379
Total Market Capitalization				\$ 2,021,619	\$	1,914,353

(1) Please see Definitions on page 15.

Consolidated Balance Sheets

2023 2022 ASSETS Investment Property and Equipment Land \$ 86,497 \$ 86,619 Site and Land Improvements 896,568 846,218 Buildings and Improvements 39,506 35,933 Rental Homes and Accessories 516,470 422,818 Total Investment Property 1,539,041 1,391,588 Equipment and Vehicles 29,126 26,721 Total Investment Property and Equipment 1,568,167 1,418,309 Accumulated Depreciation (416,309) (363,098) Net Investment Property and Equipment 1,151,858 1,055,211 Other Assets Cash and Cash Equivalents 57,320 29,785 Marketable Securities at Fair Value 34,506 42,178 Inventory of Manufactured Homes 32,940 88,468 Notes and Other Receivables, net 81,071 67,271 Prepaid Expenses and Other Assets 11,729 20,011 Land Development Costs 33,302 23,250 Investment in Joint Venture 24,851 18,422 Total Other Assets 275,719 289,385 TOTAL ASSETS \$ 1,427,577 \$ 1,344,596 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Mortgages Payable, net of unamortized debt issuance costs \$ 496,483 \$ 508,938 Other Liabilities Accounts Payable 6,106 6,387 Loans Payable, net of unamortized debt issuance costs 93,479 153,531 Series A Bonds, net of unamortized debt issuance costs 100,055 99,207 Accrued Liabilities and Deposits 15,117 16,852 Tenant Security Deposits 9,543 8,485 Total Other Liabilities 224,300 284,462 Total Liabilities 720,783 793,400 COMMITMENTS AND CONTINGENCIES Shareholders' Equity: Series D- 6.375% Cumulative Redeemable Preferred Stock, \$0.10 par value per share;


































13,700 and 9,300 shares authorized as of December 31, 2023 and 2022, respectively;
11,607 and 9,015 shares issued and outstanding as of December 31, 2023 and 2022,
respectively 290,180 225,379
Common Stock- \$0.10 par value per share: 153,714 and 154,048 shares authorized as
of December 31, 2023 and 2022, respectively; 67,978 and 57,595 shares issued and
outstanding as of December 31, 2023 and 2022, respectively 6,798 5,760
Excess Stock- \$0.10 par value per share: 3,000 shares authorized; no shares issued or
outstanding as of December 31, 2023 and 2022 -0- -0-
Additional Paid-In Capital 433,106 343,189
Undistributed Income (Accumulated Deficit) (25,364) (25,364)
Total UMH Properties, Inc. Shareholders' Equity 704,720 548,964
Non-Controlling Interest in Consolidated Subsidiaries 2,074 2,232
Total Shareholders' Equity 706,794 551,196
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY \$ 1,427,577 \$ 1,344,596

Consolidated Statements of Income (Loss)

(in thousands except per share amounts) (unaudited)

		Three Months Ended				Year Ended
		December 31, 2023		December 31, 2022		December 31, 2023		December 31, 2022
INCOME:
Rental and Related Income	\$	49,246	\$	43,735	\$	189,749	\$	170,434
Sales of Manufactured Homes		7,738		5,013		31,176		25,342
TOTAL INCOME		56,984		48,748		220,925		195,776
EXPENSES:
Community Operating Expenses		20,548		19,485		81,343		75,660
Cost of Sales of Manufactured Homes		5,030		3,412		21,089		17,562
Selling Expenses		1,681		1,288		6,949		5,282
General and Administrative Expenses		5,049		5,631		19,703		18,979
Depreciation Expense		14,448		12,766		55,719		48,769
TOTAL EXPENSES		46,756		42,582		184,803		166,252
OTHER INCOME (EXPENSE):
Interest Income		1,323		1,027		4,984		4,085
Dividend Income		573		703		2,318		2,903
Gain (Loss) on Sales of Marketable Securities, net Increase (Decrease) in Fair Value of Marketable		-0-		(17,922)		183		6,394
Securities		6,884		21,185		(3,555)		(21,839)
Other Income		232		458		1,082		1,240
Loss on Investment in Joint Venture		(163)		(298)		(808)		(671)
Interest Expense		(7,812)		(7,587)		(32,475)		(26,439)
TOTAL OTHER INCOME (EXPENSE)		1,037		(2,434)		(28,271)		(34,327)
Income (Loss) before Loss on Sales of Investment Property and Equipment Loss on Sales of Investment Property		11,265		3,732		7,851		(4,803)
and Equipment		(11)		(73)		-0-		(169)
NET INCOME (LOSS)		11,254		3,659		7,851		(4,972)
Preferred Dividends		(4,472)		(3,433)		(16,723)		(23,221)
Redemption of Preferred Stock		-0-		-0-		-0-		(8,190)
Loss Attributable to Non-Controlling Interest		50		57		158		118
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	\$	6,832	\$	283	\$	(8,714)	\$	(36,265)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS PER SHARE –
Basic	\$	0.10	\$	0.01	\$	(0.15)	\$	(0.67)
Diluted	\$	0.10	\$	0.005	\$	(0.15)	\$	(0.67)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		66,881		56,184		63,068		54,389
Diluted		67,196		56,755		63,068		54,389

Consolidated Statements of Cash Flows

(in thousands)	Year Ended
		December 31, 2023		December 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	\$	7,851	\$	(4,972)
Non-Cash Items Included in Net Income (Loss):
Depreciation		55,719		48,769
Amortization of Financing Costs		2,135		1,956
Stock Compensation Expense		4,896		4,970
Provision for Uncollectible Notes and Other Receivables		2,061		1,497
Gain on Sales of Marketable Securities, net		(183)		(6,394)
Decrease in Fair Value of Marketable Securities		3,555		21,839
Loss on Sales of Investment Property and Equipment		-0-		169
Loss from Joint Venture		1,026		756
Changes in Operating Assets and Liabilities:
Inventory of Manufactured Homes		55,528		(64,809)
Notes and Other Receivables, net of notes acquired with acquisitions		(15,861)		(12,740)
Prepaid Expenses and Other Assets		4,308		(636)
Accounts Payable		(281)		2,113
Accrued Liabilities and Deposits		(1,735)		(310)
Tenant Security Deposits		1,058		565
Net Cash Provided by (Used in) Operating Activities		120,077		(7,227)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Manufactured Home Communities, net of mortgages assumed		(3,679)		(65,562)
Purchase of Investment Property and Equipment		(123,860)		(81,112)
Proceeds from Sales of Investment Property and Equipment		3,049		3,098
Additions to Land Development Costs		(37,928)		(27,185)
Purchase of Marketable Securities		(23)		(19)
Proceeds from Sales of Marketable Securities		4,323		56,144
Investment in Joint Venture		(7,455)		(10,241)
Net Cash Used in Investing Activities		(165,573)		(124,877)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Mortgages		57,743		59,801
Net Proceeds (Payments) from Short-Term Borrowings		(59,542)		107,280
Principal Payments of Mortgages and Loans		(70,317)		(24,294)
Proceeds from Bond Issuance		-0-		102,670
Financing Costs on Debt		(1,678)		(6,561)
Investments from Non-Controlling Interest		-0-		2,350
Proceeds from At-The-Market Preferred Equity Program, net of offering costs		55,729		9,075
Payments on Redemption of Preferred Stock		-0-		(247,100)
Proceeds from At-The-Market Common Equity Program, net of offering costs		145,789		100,752
Proceeds from Issuance of Common Stock in the DRIP, net of dividend reinvestments		6,394		5,025
Proceeds from Exercise of Stock Options		734		4,195
Preferred Dividends Paid		(16,723)		(24,611)
Common Dividends Paid, net of dividend reinvestments		(49,072)		(40,628)
Net Cash Provided by Financing Activities		69,057		47,954
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		23,561		(84,150)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR		40,876		125,026
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR	\$	64,437	\$	40,876

Reconciliation of Net Income (Loss) to Adjusted EBITDA and Net Income (Loss) Attributable to Common Shareholders to FFO and Normalized FFO

(in thousands) (unaudited)

	Three Months Ended				Year Ended
		December 31, 2023		December 31, 2022	December 31, 2023		December 31, 2022
Reconciliation of Net Income (Loss) to Adjusted EBITDA
Net Income (Loss)	\$	11,254	\$	3,659	\$ 7,851	\$	(4,972)
Interest Expense		7,812		7,587	32,475		26,439
Franchise Taxes		130		107	432		395
Depreciation Expense		14,448		12,766	55,719		48,769
Depreciation Expense from Unconsolidated Joint Venture		188		114	692		371
(Increase) Decrease in Fair Value of Marketable Securities		(6,884)		(21,185)	3,555		21,839
(Gain) Loss on Sales of Marketable Securities, net		-0-		17,922	(183)		(6,394)
Adjusted EBITDA		26,948		20,970	100,541		86,447
Non- Recurring Other Expense (2)		226		837	1,329		3,479
Adjusted EBITDA without Non-recurring
Other Expense	\$	27,174	\$	21,807	\$ 101,870	\$	89,926
Reconciliation of Net Income (Loss) Attributable to Common Shareholders to Funds from Operations
Net Income (Loss) Attributable to Common Shareholders	\$	6,832	\$	283	\$ (8,714)	\$	(36,265)
Depreciation Expense		14,448		12,766	55,719		48,769
Depreciation Expense from Unconsolidated Joint Venture		188		114	692		371
Loss on Sales of Investment Property and Equipment		11		73	-0-		169
(Increase) Decrease in Fair Value of Marketable Securities		(6,884)		(21,185)	3,555		21,839
(Gain) Loss on Sales of Marketable Securities, net		-0-		17,922	(183)		(6,394)
Funds from Operations Attributable to Common
Shareholders ("FFO")		14,595		9,973	51,069		28,489
Adjustments:
Redemption of Preferred Stock (1)		-0-		-0-	-0-		12,916
Amortization of Financing Costs (1)		543		511	2,135		1,956
Non- Recurring Other Expense (2)		226		837	1,329		3,479
Normalized Funds from Operations Attributable
to Common Shareholders ("Normalized FFO") (1)	\$	15,364	\$	11,321	\$ 54,533	\$	46,840

(1) During 2022, the Company incurred the carrying cost of excess cash for the redemption of preferred stock. Additionally, due to the change in sources of capital, amortization expense, a non-cash expense, is expected to become more significant and is therefore included as an adjustment to Normalized FFO for the three months and years ended December 31, 2023 and 2022.

(2) Consists of special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which were being expensed over the vesting period (\$0 and \$862, respectively) and non-recurring expenses for the joint venture with Nuveen (\$42 and \$135, respectively), one-time legal fees (\$1 and \$76, respectively), fees related to the establishment of the Opportunity Zone Fund (\$0 and \$37, respectively), and costs associated with acquisitions and financing that were not completed (\$183 and \$219, respectively) for the three months and year ended December 31, 2023. Consists of special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which were being expensed over the vesting period (\$431 and \$1,724, respectively) and nonrecurring expenses for the joint venture with Nuveen (\$210 and \$264, respectively), early extinguishment of debt (\$125 and \$320, respectively), one-time legal fees (\$10 and \$197, respectively), fees related to the establishment of the Opportunity Zone Fund (\$61 and \$954, respectively), and costs associated with an acquisition not completed (\$0 and \$20, respectively) for the three months and year ended December 31, 2022.

Market Capitalization, Debt and Coverage Ratios

(in thousands except per share amounts) (unaudited)

			Year Ended
		December 31, 2023		December 31, 2022
Shares Outstanding		67,978		57,595
Market Price Per Share	\$	15.32	\$	16.10
Equity Market Capitalization	\$	1,041,422	\$	927,298
Total Debt		690,017		761,676
Preferred		290,180		225,379
Total Market Capitalization	\$	2,021,619	\$	1,914,353
Total Debt	\$	690,017	\$	761,676
Less: Cash and Cash Equivalents		(57,320)		(29,785)
Net Debt		632,697		731,891
Less: Marketable Securities at Fair Value ("Securities")		(34,506)		(42,178)
Net Debt Less Securities	\$	598,191	\$	689,713
Interest Expense	\$	32,475	\$	26,439
Capitalized Interest		5,032		2,730
Preferred Dividends		16,723		23,221
Total Fixed Charges	\$	54,230	\$	52,390
Adjusted EBITDA excluding Non-Recurring Other Expense	\$	101,870	\$	89,926
Debt and Coverage Ratios
Net Debt / Total Market Capitalization		31.3%		38.2%
Net Debt Plus Preferred / Total Market Capitalization		45.7%		50.0%
Net Debt Less Securities / Total Market Capitalization		29.6%		36.0%
Net Debt Less Securities Plus Preferred / Total Market Capitalization		43.9%		47.8%
Interest Coverage		2.7x		3.1x
Fixed Charge Coverage		1.9x		1.7x
Net Debt / Adjusted EBITDA excluding Non-Recurring Other Expense		6.2x		8.1x
Net Debt Less Securities / Adjusted EBITDA excluding Non-Recurring Other Expense		5.9x		7.7x
Net Debt Plus Preferred / Adjusted EBITDA excluding Non-Recurring Other Expense		9.1x		10.6x
Net Debt Less Securities Plus Preferred / Adjusted EBITDA excluding Non-Recurring Other Expense		8.7x		10.2x

UMH Properties, Inc. | Fourth Quarter FY 2023 Supplemental Information 8

Debt Analysis

(dollars in thousands) (unaudited)	Year Ended
	December 31, 2023		December 31, 2022
Debt Outstanding
Mortgages Payable:
Fixed Rate Mortgages	\$ 501,135		513,709
Unamortized Debt Issuance Costs	(4,652)		(4,771)
Mortgages, Net of Unamortized Debt Issuance Costs	\$ 496,483	\$	508,938
Loans Payable:
Unsecured Line of Credit	\$ 70,000	\$	75,000
Other Loans Payable	24,683		79,226
Total Loans Before Unamortized Debt Issuance Costs	94,683		154,226
Unamortized Debt Issuance Costs	(1,204)		(695)
Loans, Net of Unamortized Debt Issuance Costs	\$ 93,479	\$	153,531
Bonds Payable:
Series A Bonds	\$ 102,670	\$	102,670
Unamortized Debt Issuance Costs	(2,615)		(3,463)
Bonds, Net of Unamortized Debt Issuance Costs	\$ 100,055	\$	99,207
Total Debt, Net of Unamortized Debt Issuance Costs	\$ 690,017	\$	761,676
% Fixed/Floating
Fixed	90.0%		80.0%
Floating	10.0%		20.0%
Total	100.0%		100.0%
Weighted Average Interest Rates (1)
Mortgages Payable	4.17%		3.93%
Loans Payable	6.98%		6.76%
Bonds Payable	4.72%		4.72%
Total Average	4.63%		4.60%
Weighted Average Maturity (Years)
Mortgages Payable	5.3		5.1

(1) Weighted average interest rates do not include the effect of unamortized debt issuance costs.

Debt Maturity

(in thousands) (unaudited)

As of December 31, 2023:

Year Ended	Mortgages	Loans		Bonds		Total	% of Total
2024	\$ -0-	\$ -0-		\$ -0-	\$	-0-	0.0%
2025	118,798	-0-		-0-		118,798	17.0%
2026	37,155	70,000	(1)	-0-		107,155	15.3%
2027	39,003	-0-		102,670	(2)	141,673	20.3%
2028	25,193	24,683		-0-		49,876	7.1%
Thereafter	280,986	-0-		-0-		280,986	40.2%
Total Debt Before Unamortized Debt Issuance Cost	501,135	94,683		102,670		698,488	100.0%
Unamortized Debt Issuance Cost	(4,652)	(1,204)		(2,615)		(8,471)
Total Debt, Net of Unamortized Debt Issuance Costs	\$ 496,483	\$ 93,479		\$ 100,055	\$	690,017

(1) Represents \$70.0 million balance outstanding on the Company's Line of Credit due November 7, 2026, with an additional one-year option.

(2) Represents \$102.7 million balance outstanding of the Company's Series A Bonds due February 28, 2027.

Securities Portfolio Performance

(in thousands)

Dividend Income Dividend Income

Year Ended	Securities Available for Sale	Dividend Income	Net Realized Gain on Sale of Securities	Net Realized Gain on Sale of Securities & Dividend Income
2010	\$ 28,757	\$ 1,763	\$ 2,028	\$ 3,791
2011	43,298	2,512	2,693	5,205
2012	57,325	3,244	4,093	7,337
2013	59,255	3,481	4,056	7,537
2014	63,556	4,066	1,543	5,609
2015	75,011	4,399	204	4,603
2016	108,755	6,636	2,285	8,921
2017	132,964	8,135	1,747	9,882
2018	99,596	10,367	20	10,387
2019	116,186	7,535	-0-	7,535
2020	103,172	5,729	-0-	5,729
2021	113,748	5,098	2,342	7,440
2022	42,178	2,903	6,394	9,297
2023	34,506	2,318	183	2,501
		\$ 68,186	\$ 27,588	\$ 95,774

Net Realized Gains

Property Summary and Snapshot

(unaudited)

	December 31, 2023	December 31, 2022	% Change
Communities	135	134	0.7%
Developed Sites	25,766	25,568	0.8%
Occupied	22,330	21,626	3.3%
Occupancy %	86.7%	84.6%	210 bps
Total Rentals	9,969	9,098	9.6%
Occupied Rentals	9,373	8,487	10.4%
Rental Occupancy %	94.0%	93.3%	70 bps
Monthly Rent Per Site	\$519	\$498	4.2%
Monthly Rent Per Home Rental Including Site	\$933	\$873	6.9%

		Total	Developed	Vacant	Total	Occupied	Occupancy		Monthly Rent	Total	Occupied	Rental Occupancy		Monthly Rent Per
State	Number	Acreage	Acreage	Acreage	Sites	Sites	Percentage	Per Site		Rentals	Rentals	Percentage	Home Rental
		(1)		(1)									(2)
Alabama	2	69	62	7	325	127	39.1%	\$	189	106	96	90.6%		\$ 1,030
Georgia	1	26	26	-0-	118	1	0.8%	\$	450	1	1	100.0%		\$ 1,200
Indiana	14	1,105	908	197	4,021	3,557	88.5%	\$	476	1,913	1,799	94.0%	\$	946
Maryland	1	77	29	48	63	62	98.4%	\$	621	-0-	-0-	N/A		N/A
Michigan	4	241	222	19	1,088	916	84.2%	\$	486	382	354	92.7%	\$	954
New Jersey	5	390	226	164	1,266	1,217	96.1%	\$	694	45	38	84.4%		\$ 1,212
New York	8	698	327	371	1,364	1,170	85.8%	\$	612	473	440	93.0%		\$ 1,080
Ohio	38	2,044	1,515	529	7,296	6,350	87.0%	\$	478	2,920	2,763	94.6%	\$	895
Pennsylvania	53	2,348	1,894	454	7,961	6,927	87.0%	\$	545	3,101	2,896	93.4%	\$	930
South Carolina	2	63	55	8	322	180	55.9%	\$	212	121	106	87.6%	\$	969
Tennessee	7	710	373	337	1,942	1,823	93.9%	\$	537	907	880	97.0%	\$	945
Total as of December 31, 2023	135	7,771	5,637	2,134	25,766	22,330	86.7%	\$	519	9,969	9,373	94.0%	\$	933

(1) Total and Vacant Acreage of 220 for Mountain View Estates property is included in the above summary.

(2) Includes home and site rent charges.

Same Property Statistics

(in thousands) unaudited)

	Three Months Ended								Year Ended
		December 31, 2023		December 31, 2022		Change	% Change		December 31, 2023		December 31, 2022		Change	% Change
Community Net Operating Income
Rental and Related Income Community Operating	\$	47,326	\$	42,678	\$	4,648	10.9%	\$	182,944	\$	167,798	\$	15,146	9.0%
Expenses		18,225		18,193		32	0.2%		73,733		70,741		2,992	4.2%
Community NOI	\$	29,101	\$	24,485	\$	4,616	18.9%	\$	109,211	\$	97,057	\$	12,154	12.5%

	December 31, 2023		December 31, 2022	Change
Total Sites		23,958	23,886	0.3%
Occupied Sites		21,212	20,580	632 sites, 3.1%
Occupancy %		88.5%	86.2%	230 bps
Number of Properties		126	126	N/A
Total Rentals		9,743	8,988	8.4%
Occupied Rentals		9,165	8,392	9.2%
Rental Occupancy		94.1%	93.4%	70 bps
Monthly Rent Per Site	\$	524	\$ 502	4.4%
Monthly Rent Per Home Including Site	\$	930	\$ 872	6.7%

Same Property includes all properties owned as of January 1, 2022, with the exception of Memphis Blues and Duck River Estates.

Total 2023 118 \$ 3,650 26 -0-%

Definitions

Investors and analysts following the real estate industry utilize funds from operations available to common shareholders ("FFO"), normalized funds from operations available to common shareholders ("Normalized FFO"), community NOI, same property NOI, and earnings before interest, taxes, depreciation, amortization and acquisition costs ("Adjusted EBITDA excluding Non-Recurring Other Expense"), variously defined, as supplemental performance measures. While the Company believes net income (loss) available to common shareholders, as defined by accounting principles generally accepted in the United States of America (U.S. GAAP), is the most appropriate measure, it considers Community NOI, Same Property NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO, given their wide use by and relevance to investors and analysts, appropriate supplemental performance measures. FFO, reflecting the assumption that real estate asset values rise or fall with market conditions, principally adjusts for the effects of U.S. GAAP depreciation and amortization of real estate assets. FFO also adjusts for the effects of the change in the fair value of marketable securities and gains and losses realized on marketable securities. Normalized FFO reflects the same assumptions as FFO except that it also adjusts for amortization of financing costs and certain one-time charges. Community NOI and Same Property NOI provide a measure of rental operations and do not factor in depreciation and amortization and non-property specific expenses such as general and administrative expenses. Adjusted EBITDA excluding Non-Recurring Other Expense provides a tool to further evaluate the ability to incur and service debt and to fund dividends and other cash needs. In addition, Community NOI, Same Property NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO are commonly used in various ratios, pricing multiples, yields and returns and valuation of calculations used to measure financial position, performance and value.

FFO, as defined by The National Association of Real Estate Investment Trusts ("NAREIT"), is calculated to be equal to net income (loss) applicable to common shareholders, as defined by U.S. GAAP, excluding 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 and change in the fair value of marketable securities from our FFO calculation. NAREIT created FFO as a non-GAAP supplemental measure of REIT operating performance.

Normalized FFO is calculated as FFO excluding amortization and certain one-time charges.

Normalized FFO per Diluted Common Share is calculated using diluted weighted shares outstanding of 67.2 million and 63.7 million shares for the three months and year ended December 31, 2023, respectively, and 56.8 million and 55.3 million shares for the three months and year ended December 31, 2022, respectively. Common stock equivalents resulting from stock options in the amount of 613,000 shares and 936,000 shares for the years ended December 31, 2023 and 2022, respectively, were excluded from the computation of Diluted Net Income (Loss) per Share as their effect would have been anti-dilutive. Common stock equivalents resulting from stock options in the amount of 315,000 shares and 571,000 shares for the three months ended December 31, 2023 and 2022, respectively, were included in the computation of Diluted Net Income (Loss) per share.

Community NOI is calculated as rental and related income less community operating expenses such as real estate taxes, repairs and maintenance, community salaries, utilities, insurance and other expenses.

Same Property NOI is calculated as Community NOI, using all properties owned as of January 1, 2022, with the exception of Memphis Blues and Duck River Estates.

Adjusted EBITDA excluding Non-Recurring Other Expense is calculated as net income (loss) plus interest expense, franchise taxes, depreciation, the change in the fair value of marketable securities and the gain (loss) on sales of marketable securities, adjusted for non-recurring other expenses.

Community NOI, Same Property NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO do not represent cash generated from operating activities in accordance with U.S. GAAP and are not necessarily indicative of cash available to fund cash needs, including the repayment of principal on debt and payment of dividends and distributions. Community NOI, Same Property NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO should not be considered as substitutes for net income (loss) applicable to common shareholders (calculated in accordance with U.S. GAAP) as a measure of results of operations, or cash flows (calculated in accordance with U.S. GAAP) as a measure of liquidity. Community NOI, Same Property NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO as currently calculated by the Company may not be comparable to similarly titled, but variously calculated, measures of other REITs.

FOR IMMEDIATE RELEASE February 28, 2024

UMH PROPERTIES, INC. REPORTS RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2023

FREEHOLD, NJ, February 28, 2024…..... UMH Properties, Inc. (NYSE:UMH) (TASE:UMH) reported Total Income of \$220.9 million for the year ended December 31, 2023 as compared to \$195.8 million for the year ended December 31, 2022, representing an increase of 13%. Total Income for the quarter ended December 31, 2023 was \$57.0 million as compared to \$48.7 million for the quarter ended December 31, 2022, representing an increase of 17%. Net Loss Attributable to Common Shareholders amounted to \$8.7 million or \$0.15 per diluted share for the year ended December 31, 2023 as compared to \$36.3 million or \$0.67 per diluted share for the year ended December 31, 2022. Net Income Attributable to Common Shareholders amounted to \$6.8 million or \$0.10 per diluted share for the quarter ended December 31, 2023 as compared to \$283,000 or \$0.005 per diluted share for the quarter ended December 31, 2022.

Funds from Operations Attributable to Common Shareholders ("FFO") was \$51.1 million or \$0.80 per diluted share for the year ended December 31, 2023 as compared to \$28.5 million or \$0.51 per diluted share for the year ended December 31, 2022. FFO was \$14.6 million or \$0.22 per diluted share for the quarter ended December 31, 2023 as compared to \$10.0 million or \$0.18 per diluted share for the quarter ended December 31, 2022. Normalized Funds from Operations Attributable to Common Shareholders ("Normalized FFO"), was \$54.5 million or \$0.86 per diluted share for the year ended December 31, 2023, as compared to \$46.8 million or \$0.85 per diluted share for the year ended December 31, 2022. Normalized FFO was \$15.4 million or \$0.23 per diluted share for the quarter ended December 31, 2023, as compared to \$11.3 million or \$0.20 per diluted share for the quarter ended December 31, 2022.

A summary of significant financial information for the three months and year ended December 31, 2023 and 2022 is as follows (in thousands except per share amounts):

	For the Three Months Ended December 31,
		2023		2022
Total Income	\$	56,984	\$	48,748
Total Expenses	\$	46,756	\$	42,582
Net Income Attributable to Common Shareholders	\$	6,832	\$	283
Net Income Attributable to Common
Shareholders per Diluted Common Share	\$	0.10	\$	0.005
(1) FFO	\$	14,595	\$	9,973
FFO (1) per Diluted Common Share	\$	0.22	\$	0.18
Normalized FFO (1)	\$	15,364	\$	11,321
Normalized FFO (1) per Diluted Common Share	\$	0.23	\$	0.20
Weighted Average Shares Outstanding		67,196		56,755

	For the Year Ended
	December 31,
		2023		2022
Total Income	\$	220,925	\$	195,776
Total Expenses	\$	184,803	\$	166,252
Net Loss Attributable to Common Shareholders	\$	(8,714)	\$	(36,265)
Net Loss Attributable to Common Shareholders
per Diluted Common Share	\$	(0.15)	\$	(0.67)
(1) FFO	\$	51,069	\$	28,489
FFO (1) per Diluted Common Share	\$	0.80	\$	0.51
Normalized FFO (1)	\$	54,533	\$	46,840
Normalized FFO (1) per Diluted Common Share	\$	0.86	\$	0.85
Weighted Average Shares Outstanding		63,068		54,389

A summary of significant balance sheet information as of December 31, 2023 and 2022 is as follows (in thousands):

	December 31, 2023	December 31, 2022

Gross Real Estate Investments	\$ 1,539,041	\$ 1,391,588
Marketable Securities at Fair Value	\$ 34,506	\$ 42,178
Total Assets	\$ 1,427,577	\$ 1,344,596
Mortgages Payable, net	\$ 496,483	\$ 508,938
Loans Payable, net	\$ 93,479	\$ 153,531
Bonds Payable, net	\$ 100,055	\$ 99,207
Total Shareholders' Equity	\$ 706,794	\$ 551,196

Samuel A. Landy, President and CEO, commented on the 2023 results.

"During 2023, UMH made substantial progress on multiple fronts – generating solid operating results, achieving strong growth and improving our financial position. We have:

Increased Rental and Related Income by 11%;
Increased Community Net Operating Income ("NOI") by 14%;
Increased Normalized Funds from Operations ("Normalized FFO) by 16%;
Increased Same Property NOI by 13%;
Increased Same Property Occupancy by 230 basis points from 86.2% to 88.5%;
Improved our Same Property expense ratio from 42.2% at yearend 2022 to 40.3% at yearend 2023;
Increased our rental home portfolio by 871 homes from yearend 2022 to approximately 10,000 total rental homes, representing an increase of 10% from yearend 2022;
Increased Sales of Manufactured Homes by 23%;
Acquired our first community in Georgia, containing 118 developed homesites, for a total cost of \$3.7 million through our qualified opportunity zone fund;
Entered into a new joint venture agreement with Nuveen Real Estate to develop a 113-site community in Honey Brook, Pennsylvania;
Amended our unsecured credit facility to expand available borrowing capacity from \$100 million to \$180 million;
Entered into a \$25 million term loan and a \$25 million line of credit secured by rental homes and their leases;
Expanded our revolving line of credit secured by eligible notes receivable from \$20 million to \$35 million;
Financed eight existing communities for total proceeds of approximately \$57.7 million;
Raised our quarterly common stock dividend by 2.5% to \$0.205 per share or \$0.82 annually;
Increased our Total Market Capitalization by 6% to over \$2 billion at yearend;
Increased our Equity Market Capitalization by 12% to over \$1 billion at yearend;
Reduced our Net Debt to Total Market Capitalization from 38.2% in 2022 to 31.3% in 2023;
Issued and sold approximately 9.4 million shares of Common Stock through At-the-Market Sale Programs at a weighted average price of \$15.81 per share, generating gross proceeds of \$148.6 million and net proceeds of \$145.8 million, after offering expenses;
Issued and sold approximately 2.6 million shares of Series D Preferred Stock through At-the-Market Sale Programs at a weighted average price of \$21.88 per share, generating gross proceeds of \$56.7 million and net proceeds of \$55.7 million, after offering expenses;
Subsequent to year end, issued and sold approximately 1.2 million shares of Common Stock through our 2023 Common Stock At-the-Market Sale Program at a weighted average price of \$15.37 per share, generating gross proceeds of \$19.2 million and net proceeds of \$18.9 million, after offering expenses; and
Subsequent to year end, issued and sold approximately 121,000 shares of Series D Preferred Stock through our 2023 Series D Preferred Stock At-the-Market Sale Program at a weighted average price of \$22.85 per share, generating gross proceeds of \$2.8 million and net proceeds of \$2.7 million, after offering expenses."

"UMH is pleased to report fourth quarter Normalized FFO of \$0.23 per share as compared to \$0.20 per share in the prior year period, representing an increase of approximately 15%. UMH is strategically positioned to continue to increase earnings through the execution of our long-term business plan. We have been acquiring vacant sites and land for development in desirable locations which have allowed us to rapidly fill and develop our communities. The success of our investments in value-add communities and our expansions is demonstrated through our operating results."

"During 2023, we achieved a 23% increase in gross sales, installed and occupied over 1,000 new rental homes, improved same property occupancy by 230 basis points and increased same property net operating income by 13%, or \$12.2 million. Our communities continue to experience strong demand for both sales and rentals. We anticipate delivering similar operating results in 2024, which should result in per share earnings growth."

"After a two-year disruption from the COVID supply chain-related issues, abnormally high inventory levels and rising interest rates, we believe we are back on track to deliver exceptional property operating performance and reliable earnings per share growth. Our financials have been impacted by higher interest rates and inventory carrying costs, but we are pleased with our year over year normalized earnings per share growth, our quarter over quarter normalized per share growth and our three sequential quarters of earnings per share growth."

"Our exceptional team has positioned the company to deliver organic growth in earnings and operating results through the infill of our 3,400 vacant lots and the development of our 2,100 acres of vacant land. We look forward to the continued execution of our long-term business plan and generating value and exceptional returns for our shareholders."

UMH Properties, Inc. will host its Fourth Quarter and Year Ended December 31, 2023 Financial Results Webcast and Conference Call. Senior management will discuss the results, current market conditions and future outlook on Thursday, February 29, 2024 at 10:00 a.m. Eastern Time.

The Company's fourth quarter and year ended December 31, 2023 financial results being released herein will be available on the Company's website at www.umh.reit in the "Financials" section.

To participate in the webcast, select the microphone icon found on the homepage www.umh.reit to access the call. Interested parties can also participate via conference call by calling toll free 877-513-1898 (domestically) or 412-902-4147 (internationally).

The replay of the conference call will be available at 12:00 p.m. Eastern Time on Thursday, February 29, 2024 and can be accessed by dialing toll free 877-344-7529 (domestically) and 412-317-0088 (internationally) and entering the passcode 5824602. A transcript of the call and the webcast replay will be available at the Company's website, www.umh.reit.

UMH Properties, Inc., which was organized in 1968, is a public equity REIT that owns and operates 135 manufactured home communities containing approximately 25,800 developed homesites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan, Maryland, Alabama, South

Carolina and Georgia. UMH also has an ownership interest in and operates two communities in Florida, containing 363 sites, through its joint venture with Nuveen Real Estate.

Certain statements included in this press release which are not historical facts may be deemed forwardlooking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forwardlooking statements are based on the Company's current expectations and involve various risks and uncertainties. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can provide no assurance those expectations will be achieved. The risks and uncertainties that could cause actual results or events to differ materially from expectations are contained in the Company's annual report on Form 10-K and described from time to time in the Company's other filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

Note:

(1) Non-GAAP Information: 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 United States of America ("U.S. GAAP"), excluding 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.

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. FFO and Normalized FFO, as calculated by the Company, may not be comparable to similarly titled measures reported by other REITs.

The reconciliation of the Company's U.S. GAAP net income (loss) to the Company's FFO and Normalized FFO for the three months and year ended December 31, 2023 and 2022 are calculated as follows (in thousands):

	Three Months Ended		Year Ended
	December 31, 2023	December 31, 2022	December 31, 2023	December 31, 2022
Net Income (Loss) Attributable to Common Shareholders	\$6,832	\$283	\$(8,714)	\$(36,265)
Depreciation Expense	14,448	12,766	55,719	48,769
Depreciation Expense from Unconsolidated Joint Venture	188	114	692	371
Loss on Sales of Investment Property and Equipment	11	73	-0-	169
(Increase) Decrease in Fair Value of Marketable Securities	(6,884)	(21,185)	3,555	21,839
(Gain) Loss on Sales of Marketable Securities, net	-0-	17,922	(183)	(6,394)
FFO Attributable to Common Shareholders	14,595	9,973	51,069	28,489
Redemption of Preferred Stock (2)	-0-	-0-	-0-	12,916
Amortization (2)	543	511	2,135	1,956
Non-Recurring Other Expense (3)	226	837	1,329	3,479
Normalized FFO Attributable to Common Shareholders	\$15,364	\$11,321	\$54,533	\$46,840

The diluted weighted shares outstanding used in the calculation of FFO per Diluted Common Share and Normalized FFO per Diluted Common Share were 67.2 million and 63.7 million shares for the three months and year ended December 31, 2023, respectively, and 56.8 million and 55.3 million shares for the three months and year ended December 31, 2022, respectively. Common stock equivalents resulting from stock options in the amount of 613,000 shares and 936,000 shares for the years ended December 31, 2023 and 2022, respectively, were excluded from the computation of Diluted Net Income (Loss) per Share as their effect would have been anti-dilutive. Common stock equivalents resulting from stock options in the amount of 315,000 shares and 571,000 shares for the three months ended December 31, 2023 and 2022, respectively, were included in the computation of Diluted Net Income (Loss) per share.

UMH Properties, Inc. | Fourth Quarter FY 2023 Supplemental Information 19

(2) During 2022, the Company incurred the carrying cost of excess cash for the redemption of preferred stock. Additionally, due to the change in sources of capital, amortization expense, a non-cash expense, is expected to become more significant and is therefore included as an adjustment to Normalized FFO for the three months and years ended December 31, 2023 and 2022.
(3) Consists of special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which were being expensed over the vesting period (\$0 and \$862, respectively) and non-recurring expenses for the joint venture with Nuveen (\$42 and \$135, respectively), one-time legal fees (\$1 and \$76, respectively), fees related to the establishment of the Opportunity Zone Fund (\$0 and \$37, respectively), and costs associated with acquisitions and financing that were not completed (\$183 and \$219, respectively) for the three months and year ended December 31, 2023. Consists of special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which were being expensed over the vesting period (\$431 and \$1,724, respectively) and non-recurring expenses for the joint venture with Nuveen (\$210 and \$264, respectively), early extinguishment of debt (\$125 and \$320, respectively), one-time legal fees (\$10 and \$197, respectively), fees related to the establishment of the Opportunity Zone Fund (\$61 and \$954, respectively), and costs associated with an acquisition not completed (\$0 and \$20, respectively) for the three months and year ended December 31, 2022.

The following are the cash flows provided by (used in) operating, investing and financing activities for the year ended December 31, 2023 and 2022 (in thousands):

	2023	2022
Operating Activities	\$120,077	\$(7,227)
Investing Activities	(165,573)	(124,877)
Financing Activities	69,057	47,954

# #

UMH Properties, Inc. | Fourth Quarter FY 2023 Supplemental Information 20

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