Good morning and welcome to UMH Properties Second Quarter 2020 Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions] Please note, this event is being recorded. It is now my pleasure to introduce your host, Ms. Nelli Madden, Director of Investor Relations. Thank you. Ms. Madden, you may begin.

Thank you very much, operator. In addition to the 10-Q that we filed with the SEC yesterday, we have filed an unaudited second quarter supplemental information presentation. The supplemental information presentation along with our 10-Q are available in the company's website at umh.reit. I would like to remind everyone that certain statements made during this conference call, which are not historical facts, may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements that we make on this call are based on our 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 that its expectations will be achieved. The risks and uncertainties that could cause actual results to differ materially from expectations are detailed in the company's second quarter 2020 earnings release and filings with the Securities and Exchange Commission. The company disclaims any obligation to update its forward-looking statements. In addition, during today's call, we will be discussing non-GAAP financial metrics. Reconciliations of these non-GAAP financial metrics to the comparable GAAP financial metrics as well as explanatory and cautioning language are included in our earnings release, our supplemental information and our historical SEC filings. Having said that, I would like to introduce management with us today. Eugene Landy, Chairman; Samuel Landy, President and Chief Executive Officer; Anna Chew, Vice President and Chief Financial Officer; Brett Taft, Vice President and Chief Operating Officer; Jim Lykins, Vice President of Capital Markets; and Daniel Landy, Vice President. It is now my pleasure to turn the call over to UMH's President and Chief Executive Officer, Samuel Landy.

Thank you very much, Nelli. We are pleased to report our results for the second quarter ended June 30, 2020 and discuss the impact that the COVID-19 pandemic has had on our operations. Although the pandemic has had a negative impact on many businesses and industries throughout the nation, we are pleased to report it has not materially impacted UMH's rent collections and occupancy. Our rent collections are in line with pre-pandemic levels, site and the home rent for the quarter is now 98% collected. Rent collections remained consistent to pre-pandemic figures at 95% collections for the month of July this year and last. The coming expiration of the unemployment benefits will be indicative of the truth trends of our collections. Less than 100 residents have elected to enter into a payment agreement with us. Our residence recognized that we provide the highest quality affordable housing in any market that we operate in. Our communities are reporting strong demand. In fact, the migration of the population away from cities and out of apartments is further increasing demand at our locations. As a result, our occupancy rates continue to rise at a rapid pace. Same-store occupancy is now 85.8%, and we have filled 550 sites year-over-year. Despite delays caused by the pandemic, we are on track to fill 750 to 800 rentals this year. We continue to complete capital improvements and expansions at our communities. Moving on to our results for the second quarter, normalized FFO was $0.17 per diluted share, as compared to $0.14 in the prior year period, and $0.15 in the first quarter of 2020. This represents an increase of 21% and 13% respectively. Rental and related income for the quarter increased 12% over the last year. Our operating expense ratio decreased from 47.7% in the second quarter…

Thank you, Sam. Normalized FFO, which excludes realized gains on the sale of securities, and other non-recurring item was $7.1 million, or $0.17 per diluted share for the second quarter of 2020 compared to $5.7 million or $0.14 per diluted share for the prior year period and $6.1 million or $0.15 sequentially. As we continue to deploy the capital raised in the first quarter, we expect to continue to improve our FFO per share metrics. As we have already announced, we plan on calling our $95 million Series B Perpetual Preferred stock in October, generating savings of approximately 500 basis points or about $0.11 per share. Running this quarter’s numbers with a new capital structure would result in FFO per share of $0.19 to $0.20. Rental and related income for the quarter was $35.1 million, compared to $31.4 million a year ago, representing an increase of 12%. Community NOI increased by 19% for the quarter from $16.4 million in 2019 to $19.6 million in 2020. These increases are attributable to our acquisitions, rent increases, the success of our rental home program as reduction of our operating expense ratio. As Sam mentioned, our operating expense ratio improved from 47.7% for the second quarter of 2019 to 44% for the current quarter. For the six months, our expense ratio decreased from 48.5% to 44.6% reduction in our expense ratio is correlated to the reduction in expenses at our value added acquisitions. At quarter end, our portfolio average monthly site rent increased by 2.5% to $454 over the same period last year. Our average monthly home rent increased by 3.1% to $777 over the same period last year. Same property income for the second quarter increased 7.2% over the same period last year, while expenses decreased by 1.3% resulting in same property NOI…

The manufactured housing industry has performed incredibly well over the past few months. Many good industries were devastated by the impact of the shutdowns and stay-at-home orders have had on the economy. Fortunately for UMH quality affordable housing is a necessity during any part of the economic cycle. Our communities are seeing increased demand. Our occupancy rates are rising and our communities are in better condition than ever before. This performance has given us the unique opportunity to obtain long-term debt at low rates to restructure our capital stack. By calling our 8% Series B preferred we anticipate savings of $5 million or $0.11 per share annually. After the preferred call, UMH will have $374 million of preferred outstanding at a blended interest rate of 6.6%. All of this is callable by 2023. If we can obtain capital through a combination of equity, debt or preferred at 4%, we can generate annual savings of approximately $10 million per year with $0.24 per share. UMH has the potential to earn more than $1 per share in the next three years, just by restructuring our capital stack. At the same time, we continue to grow the company through acquisitions, expansions, and the infill of beacon size. We have the potential to significantly increase earnings and ultimately our equity market capitalization. Finally in response to the pandemic, the United States has created vast amounts of money. The possibility of inflation is very real. A 50% leveraged real estate fund provides the investors a 300% gain on equity if asset values double. It requires 12 years for 6% inflation to double asset value life. Our portfolio of communities is already substantially increasing in value because of the improvements we have made at our value added acquisitions. The combination of inflation reduced interest rates, scale and improved operating results has the potential to substantial price appreciation for our company shareholders. We will now be happy to take your questions.

Thank you. [Operator Instructions]

Okay, our first question was submitted in writing due to the power failure from Rob Stevens at Janney. And the first part of his question is, is the $0.11 earnings pickup you speak of in the earnings release predicated on swapping out the Series B preferreds for similar GSE debt at below 3%. And the answer to that is yes, but I want to go over the importance of that refinancing in $0.11 earning pickup. Since we began the rental home program, we've been arguing that when the house and a lot had the same owner, they're entitled to the same financing as any apartments, and we've discussed that with the GSEs, we've discussed it with Dr. Ben Carson, and we have been pushing that issue for many years. It looks to us like we've jumped that hurdle, and we're going to be able to obtain this GSE acceptance of the rental homes resulting in this lower cost debt. It's the hugest development in manufactured housing. Our product, the manufactured house cost 40%, less than stick built homes, but our loan close to 40% more. We're going to reduce that cost of the loan to equivalent to apartments. And again, it's the biggest thing that's happened in the industry. Along those lines, I just mentioned that we are in ESG social, UMH comes into communities, upgrades communities, improves them and adds these rental homes providing affordable housing. And this is being recognized by the government agencies, which is why we're going to obtain this debt. The second top part of Rob's question there was how much lower is that GSE debt price versus where you could finance other debt today? And I'll let Anna answer that.

Sure. We have available loans availability. We have our line of credit - our unsecured line of credit of $75 million, of which $60 million was available at quarter-end and that was at 1.68%. We have our lines of credit for the financing of our notes receivable and that was at prime which is 3.25%. What we also note is that all of our communities now qualify for GSE debt. So we believe that any other debt or any other financings that we need will be go to the GSE and so they will therefore be under 3%. Thank that, is a little bit higher, but not by much, probably about 50 basis points.

Rob, second question was how our home sales trending in June in July? And has there been any significant disruption to the production supply chain or the financing in the market in general? And, Brett, if you begin that, that'd be great.

Yes, sure. We really haven't seen too much of a disruption in supply chain. We're able to get our homes in a timely manner. We've actually ordered more homes to this point this year than we did last year. So that's not an issue. I'll touch on June and July sales quickly. So June sales were $2.3 million. That's actually an increase of 28% over June of last year, and July sales were $1.6 million, an increase of 26%. So even though sales for the year are down, we are seeing some positive improvements over the last few months. The only other and probably the most major impact on sales is we have two sale centers that do a decent amount of volume in the land home business. So land home operation was impacted because we haven't been able to get permitting and inspections to these sites. So we've got several sales that we do expect to close on later this year that would have closed in the second quarter.

And Rob's third question, what does the acquisition pipeline look like behind this one you just did? And we'll go into that - Brett will go into that in detail, but I want to point out, we've proven our business plan. I mean, when we went out and talked to investors before COVID, the most common question was how would we do in a downturn? And we always predicted we do as well as apartments, but as it appears in practice what actually hurt us we did better because our products so affordable. There may have been some doubling up where people who couldn't afford other units came into our homes. People did not move, they stayed longer, and other people came to our product. We've had two of our Directors, who were in the apartment area inspecting our communities, the last couple months. And they're incredibly impressed with the quality of the communities and the homes and what we've done through the turnaround process. And so I think our next step is to take this national. We as owners of a substantial part of the company, we've always been conservative and considered carefully, what could happen if things went wrong. Well, COVID is about as wrong as things can go. And we did extremely well. And so with this newfound confidence in how strong and consistent our revenue stream is, we need to go to other states, look for more acquisitions, more turnaround acquisitions and do them. And we're very aware that to build a community takes a minimum of five years to make it successful, five years would be very quick. To do a turnaround property takes three years. It's not one year, it's not one day, it's three years. But those turnaround properties are out there. They are profitable to the extent that doing turnarounds in the past has reduced FFO, we're going to strive not to reduce FFO, we're going to strive to do breakeven or better, but where you really make the money is increased value, followed by at the end of three years increased FFO. So that's the game plan and we're braver and more aggressive than ever, as a result of successfully surviving the COVID period. And now we can take the next question.

Thank you. Our next question comes from…

Sorry, Brett will do again for the pipeline before we do that. Go ahead. Brett will add to the pipeline.

Yes. So right now we have one acquisition in our pipeline, it is in Fredonia New York, it is a 163 sites, 69% occupied, $4.5 million or $28,000 in site. We're through due diligence, that deal will move to closing, there is a loan assumption involved, and we expect that it will close sometime in probably September. So we also do have our eyes on several other acquisition opportunities in new states, which Sam is talking about, and hopefully throughout the remainder of this year, we'll be able to get you better information on those.

Thank you. And now the next question.

Thank you. Our next question comes from Barry Oxford with D.A. Davidson. Please go ahead.

Sam, when you look at your Shale region, you don't seem to have been affected by the depressed oil prices that happened during the quarter. And I know you don't have that much exposure to the oil and gas, but one might have thought you might not have weathered it as well as you did.

So people should look at Marcellus Shale news, it comes out maybe weekly. Surprisingly, there is still new wells - there are still new wells being drilled at this time. I was surprised by the number of new wells being drilled in Pennsylvania and Ohio at this time. We are not reliant on the well drillers, but it's interesting that the well drilling continues. The pipeline projects continue the cracker plants and the [panta] plants . Nothing is bigger than the economic impact the shale cracker plant and two other cracker plants being considered in Pennsylvania and Ohio that they're going to have. A, they employ something like 7500 people a day building the Shale cracker plant, but the purpose of that plant is to convert natural gas into plastics. And it's just like when Pittsburgh was the steel capital and you wanted to locate near Pittsburgh to get steel, you are now going to want to locate near Pittsburgh and Ohio to get these plastic pallets to manufacture your products with low cost plastics made right here in Ohio and Pittsburgh. So this isn't built yet, it won't be complete till 2025, but people are already trying to locate near the cracker plant and it's just an incredible development that will last for decades. On top of that, low cost energy results in domestic manufacturing, which is why you have increased jobs, Indiana, Ohio, Tennessee, other places. We are workforce housing for our residents have turned out to be the essential workers who continue to work through the COVID crisis, despite the personal health risks, et cetera. But they were the necessary workers who had to be out there working, and they went to work and got a paycheck and paid the rent.

Sam switching gears a little bit, when you're talking about homes for sale and doing the financing. How is your underwriting changed and also the unemployment rate seems to be, affecting a little more - with the bottom half of the economy versus the upper half of the economy? How do you make sure that you're doing appropriate underwriting, so that that mortgage gets paid?

So first again, we are that S in ESG social we've talk about internally. Why do we even sell homes anymore, you make money renting them? And the answer is it's better for the customer to own that house if they're staying three years. They experienced substantial savings by owning that home and getting financed, and we've decided that even though we'd make more money renting the home. It's good for the customer, which is also good for us because it means that customer is going to be more satisfied, stay longer term tell their friends, you know what a great house they have. And so, we will continue to sell houses as well as rent homes. Our underwriting standards were changed in 2009 when restrictions were placed on who you finance. As incomes rise, more and more people qualified despite those changes, which helps our sales. Additionally, UMH recognizing that we've been financing home sales since 2001 and through whatever terrible economic times we've had, including COVID. The loan portfolio has always performed well, with the loans being paid. No repossession losses, if we have to take back the house, we're able to fix it up quickly, winterize it resell it or rent it and take no losses. And therefore we are pioneering 5.99% financing on our sales which is a lower rate than anybody else charges and that results in additional sales. It results in additional people qualifying because the less income they need to qualify. So you know many of our renters the reason we rent seven homes for every one we sell. Either those people are staying less than three years or despite having what we consider to be good credit they don't qualify to buy the home. And what we consider to be good credit that doesn't qualify, divorce situation for close from a $300,000 house moving into a $70,000 house, recent business failure or student loan debts that exceed the ratio so you can qualify. Those are all good customers who want to live in our houses, but can't qualify and we're happy to take them.

Our next question comes from Craig Kucera with B. Riley FBR. Please go ahead.

I think last quarter the expectation was that you were deferring rent increases for the second quarter. Did that play out as we move into third quarter have you begun raising that again?

Correct, all rent increases - all rent increase notices are being sent now and any notices not sent March, April, May have now been sent out. So there'll be a three month lag for those communities, but they will get their rent increase.

I think back in May, you had surveyed a number of your tenants and you talked, there might have been as much as 30% unemployment amongst, kind of the folks that weren't retired, as we've moved kind of further along to the summer, kind of, can you Garner where that will be today?

So first, that's a very anecdotal number, coming from our managers, and everybody was kind of in a crisis picture and thought things were very terrible and they hear people's bad news that people lost their jobs, et cetera. And they estimated that to be 30%, but there's no science behind that.

Since we surveyed all of our managers and again, it's just anecdotal evidence, but it's in the five to 10% range. Now some properties are saying almost no impact maybe one or two residence and some properties are saying up to 10%. So we feel much more confident about where that is now.

No, that's the good news. I think I know the answer based on your commentary, Anna, but just looking at your same-store operating expenses quarter it was down year-over-year, was that just driven by the fact that some of those year one acquisition expenses, we're cleaning up the community just did not occur this year?

Absolutely, and also some of the communities that we purchased two, three years ago, which are in the same-store pool, they no longer needed those year one, year two expenses. So we were able to reduce our expense ratio, quite well.

Included in our, really strong revenue growth is the fact that we reduce forensic communities that become separately metered for water and sewer, and then charge them the water and sewer. So in the past quarter, there were communities that occurred within the future quarters there will be community say that occurs what, but again, it lowers our expense ratio resulting in significant savings. Additionally, there are communities where we do and are working on, $1 million capital improvements to replace water or sewer lines where you earn approximately 20% by reducing the leakage and infiltration.

Then switching things up, your dividend income has been trending downward year-to-date. Tough second quarter for a lot of retail names in the portfolio. What are your current thoughts on the portfolio going forward?

The portfolio has not performed well, but it's still approximately where it was at the beginning of the year. And we consider to hold it and some of the stocks are doing fairly well. But - where the REITs themselves may have suspended their dividends, we have the option of selling those shares and using part of that money to pay-off preferred or reduce debt. So that even though the amount of dividends we received go down, we have the option as long as the values of the stocks stay up, reducing our portfolio and reducing our interest cost. So the portfolio was not a large portion of investments. Some of the stocks are very stable. We are able to borrow against it at sub 1%. I believe the portfolio is about $90 million, $92 million now. And we continue to watch it and certainly REIT stocks today have fluctuated substantially. And I'm rather optimistic that we're able to reduce the portfolio in size so that we’ll get fewer questions on the portfolio, because it really isn't critical. We regret the - we bought one of the portfolio for decades and it gave us a lot of flexibility it allowed us to know that we had $100 million to use if we wanted to buy ForEx or $100 million to use if there was some other need for capital and it's still there, we still have about $100 million to use if we want to. But in a company with 22,000 sites and over billions in assets, the $100 million is - not that significant. So the portfolio and the reduction in dividends, by the way has reduced our earnings and our coverage for dividend. But the projections are so good that we're confident that we can increase earnings and cover the dividend.

Just moving to the expansion side I’d imagine that it got quite a bit tougher to get those kind of approved. And through that process in the second quarter a number of municipal offices were closed have things started to normalize here in the third quarter, which allow you to kind of push some of those approvals ahead?

Our Vice President Jeff Yorick does a tremendous job getting these approvals in place and you know, we're on track to do the number of lots Brett referred to.

Yes, so and we were certainly delayed and we're seeing now that we are getting some approvals and that's why a lot of this year's approve expected approvals were pushed into next year. We expect to develop 191 sites this year. We expect to develop 450 next year, and in the next two years starting now we expect to have approvals on 1,100 sites.

Okay, Anna if I could ask -

Anna had a question about the credit facility. I am sorry.

UMH participated in a [Land-Lease] series sponsored by the manufacturing housing institute. And the projection was that the manufactured housing industry can significantly assist in solving the affordable housing crisis and the goal for the entire industry should be an additional hundred thousand homes a year, which would be 500, 200 space communities being built every year for a decade. So we need at least a million more units, and UMH will continue to push for the approval process being made more reasonable. We haven't built enough parks on the last 20 years. In fact, we build almost none. Whereas the decades before we used to build hundred thousand units a year and 100,000 sites a year. So in a political atmosphere, we see that both political parties also have a goal that the affordable housing we built, and both political parties are looking into how we can get more approvals for more manufactured housing sites because we desperately need the housing.

Anna I wanted to circle back with you on some of the new debt products that you're working with on the GSE and some of your banks, I guess first, when you're looking at a credit facility, you own rental homes as collateral, can you kind of talk about the loan to value that a bank is willing to look at is that pretty similar to an apartment or just any color there will be great?

Right now - because this will be a new product. They're booking at about a 60% LTV. So for us, that sounds great especially starting out. They have never had this program before. So this is a new program they will have that they will have with UMH, of course to other companies too.

Okay. That was my next question. Just thinking about the GSE debts that you are looking at them, you price here about 3%. Do you think they're going to roll that out across the industry or, you know, they're going to kind of have a little bit more stringent underwriting to whom they're willing to offer that to?

They're pretty stringent on what they're doing right now. They know us. We've had a lot of transactions with the GSEs. Right now they have not rolled it out to anybody else. In the future, they want to make this the - I guess they want to keep this as a model and then take a look and see what else they can do with other companies.

It goes back to our whole argument that we have the opportunity to create horizontal apartments. 1000 square foot, three bedroom, two bath homes on 50/100 lots, nobody living above you below you, you don't get an elevator with anybody else. You park your car in your driveway at your lot. You walk into your rental dwelling unit, which is more affordable than anything else in the local area that you are. If more people get approvals to build these, I can get this financing we're talking about, it will greatly expand the amount of affordable housing in this country. Fannie Mae, Freddie Mac, they all recognize that, when that occurs, and there is additional product, UMH like other reads will have more properties to acquire, which is very good for us.

[Operator Instructions] Our next question comes from Merrill Ross with Compass Point. Please go ahead.

At some point during your comments you mentioned that was $310 million of assets purchase with preferred stock that could be refinanced with GSE debt. Would that a subject to the call dates on it?

Yes, exactly. The redemption dates, yes. We would - we have each issue of preferred at the time it comes to with the new lower cost debt.

I will look at those dates. The other question, third, more interesting more national, what's the type of risk?

Well, it's really more based on availability. What we know is the formula right of what works. We know what we're looking for. So we just have to find it. And wouldn't matter what state it's in, right? We've decided we want to do this nationally. So it's the question of the numbers working and the property meeting our criteria. So wherever that occurs, we would go.

Yes, that makes sense. I mean, just [technical difficulty] would seem to be appealing a higher rental population, and no winterization.

Yes, we'll do it anywhere it works and its workforce housing, where the demographic trends going, where are more people coming? Where does everybody acknowledge, there is a shortage of affordable housing? Where are there communities that have been neglected? And especially if they have land for joining the community, so they could be expanded, that's what we're looking for.

This concludes our question-and-answer session. I would like to turn the conference back over to Samuel Landy for any closing remarks. End of Q&A:

Thank you, Operator. I would like to thank the participants on this call for their continued support and interest in our company. As always, Gene, Anna, Brett and I are available for any follow-up questions. We look forward to reporting back to you in November with our third quarter 2020 results. Thank you.

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