UMH Properties(UMH) - 2025 Q1 - Quarterly Report

PART I - FINANCIAL INFORMATION Contains UMH Properties' unaudited consolidated financial statements and management's discussion for the quarter ended March 31, 2025 Item 1. Financial Statements Presents UMH Properties' unaudited consolidated financial statements for Q1 2025, including balance sheets, income statements, equity, cash flows, and explanatory notes Consolidated Balance Sheets Provides a snapshot of assets, liabilities, and shareholders' equity for UMH Properties at March 31, 2025, and December 31, 2024 Consolidated Balance Sheet Highlights (in thousands) | Item | March 31, 2025 | December 31, 2024 | Change | % Change | | :-------------------------------- | :------------- | :---------------- | :----- | :------- | | Assets: | | | | | | Net Investment Property and Equipment | $1,257,256 | $1,228,899 | $28,357 | 2.31% | | Cash and Cash Equivalents | $35,199 | $99,720 | $(64,521) | -64.70% | | Inventory of Manufactured Homes | $41,008 | $34,982 | $6,026 | 17.23% | | Land Development Costs | $45,815 | $33,868 | $11,947 | 35.28% | | TOTAL ASSETS | $1,549,306 | $1,563,728 | $(14,422) | -0.92% | | Liabilities: | | | | | | Mortgages Payable, net | $476,372 | $485,540 | $(9,168) | -1.89% | | Total Liabilities | $635,111 | $647,819 | $(12,708) | -1.96% | | Shareholders' Equity: | | | | | | Total Shareholders' Equity | $914,195 | $915,909 | $(1,714) | -0.19% | Consolidated Statements of Income (Loss) Details UMH Properties' revenues, expenses, and net income (loss) for the three months ended March 31, 2025, and 2024 Consolidated Statements of Income (Loss) (in thousands, except per share amounts) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | % Change | | :------------------------------------ | :-------------------------------- | :-------------------------------- | :----- | :------- | | Rental and Related Income | $54,574 | $50,329 | $4,245 | 8.43% | | Sales of Manufactured Homes | $6,651 | $7,351 | $(700) | -9.52% | | Total Income | $61,225 | $57,680 | $3,545 | 6.15% | | Total Expenses | $51,651 | $48,408 | $3,243 | 6.70% | | Net Income (Loss) | $4,810 | $(1,625) | $6,435 | -396.00% | | Net Loss Attributable to Common Shareholders | $(271) | $(6,264) | $5,993 | -95.67% | | Net Loss Attributable to Common Shareholders Per Share – Basic and Diluted | $(0.00) | $(0.09) | $0.09 | -100.00% | Consolidated Statements of Shareholders' Equity Outlines changes in UMH Properties' shareholders' equity, including common and preferred stock, for the three months ended March 31, 2025 Shareholders' Equity Changes (in thousands) | Item | Balance Dec 31, 2024 | Balance Mar 31, 2025 | Change | | :------------------------------------------ | :------------------- | :------------------- | :----- | | Common Stock (Amount) | $8,191 | $8,283 | $92 | | Preferred Stock (Series D) | $320,572 | $321,804 | $1,232 | | Additional Paid-In Capital | $610,630 | $607,640 | $(2,990) | | Total UMH Properties, Inc. Shareholders' Equity | $914,029 | $912,363 | $(1,666) | | Total Shareholders' Equity | $915,909 | $914,195 | $(1,714) | - Common Stock Issued: * DRIP: 152,000 shares * Restricted Stock Awards: 224,000 shares * Stock Options: 25,000 shares * At-The-Market Offerings: 515,000 shares[14] - Preferred Stock Issued: * At-The-Market Offerings: $1,232,000[14] Consolidated Statements of Cash Flows Summarizes UMH Properties' cash flows from operating, investing, and financing activities for the three months ended March 31, 2025, and 2024 Consolidated Statements of Cash Flows (in thousands) | Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :----- | | Net Cash Provided by Operating Activities | $12,779 | $19,048 | $(6,269) | | Net Cash Used in Investing Activities | $(56,411) | $(25,424) | $(30,987) | | Net Cash Used in Financing Activities | $(18,693) | $(8,849) | $(9,844) | | Net Decrease in Cash, Cash Equivalents and Restricted Cash | $(62,325) | $(15,225) | $(47,100) | | Cash, Cash Equivalents and Restricted Cash at End of Period | $46,486 | $49,212 | $(2,726) | Notes To Consolidated Financial Statements Provides critical context to financial statements, detailing UMH Properties' REIT organization, business, accounting policies, and significant financial items NOTE 1 – ORGANIZATION AND ACCOUNTING POLICIES Details UMH Properties' structure as a REIT, its core business of operating manufactured home communities, and key accounting principles - UMH Properties, Inc. operates as a REIT, primarily deriving income from real estate rental operations of 141 manufactured home communities (approx. 26,500 homesites, 10,400 Company-owned rental homes) across 12 states[20] - The Company's wholly-owned taxable subsidiary, UMH Sales and Finance, Inc. (S&F), sells manufactured homes to fill vacancies and enhance community value[20] - The Company holds a 77% controlling interest in its qualified opportunity zone fund, created in 2022 to acquire, develop, and redevelop manufactured housing communities in Qualified Opportunity Zones[20] - A joint venture with Nuveen Real Estate is developing a new 113-site manufactured home community in Honey Brook, Pennsylvania, expected to open end of Q2 2025[20] - Management views the business as a single segment, focusing on increasing occupancy in communities through leasing homesites and homes, with home sales integrated to support this goal[21] NOTE 2 – NET INCOME (LOSS) PER SHARE Explains the calculation of net income (loss) per share, including the treatment of anti-dilutive common stock equivalents - For the three months ended March 31, 2025 and 2024, 944,000 and 406,000 common stock equivalents, respectively, were excluded from diluted net loss per share calculation as they were anti-dilutive[44] NOTE 3 – INVESTMENT PROPERTY AND EQUIPMENT Details UMH Properties' investment property and equipment, including recent acquisitions and their purchase price allocation - On March 24, 2025, the Company acquired two age-restricted communities, Cedar Grove and Maplewood Village, in Mantua, New Jersey, for approximately $24.6 million. These communities contain 266 newly developed homesites, 100% occupied[45] Purchase Price Allocation for Acquisitions (in thousands) | Assets Acquired | At Acquisition Date | | :---------------- | :------------------ | | Land | $1,448 | | Depreciable Property | $23,919 | | Total Assets Acquired | $25,367 | NOTE 4 – MARKETABLE SECURITIES Provides information on UMH Properties' marketable securities portfolio, including fair value and unrealized gains or losses - As of March 31, 2025, marketable securities, primarily common and preferred stock of other REITs, had a fair value of $30.3 million, representing 1.5% of undepreciated assets[47] - The Company recorded a $1.6 million decrease in the fair value of marketable securities for the three months ended March 31, 2025, and had total net unrealized losses of $40.1 million in its REIT securities portfolio[48] NOTE 5- INVESTMENT IN JOINT VENTURE Describes UMH Properties' joint ventures, including partnerships for acquiring and developing manufactured housing communities - In December 2021, the Company established a joint venture with Nuveen Real Estate to acquire and develop manufactured housing/RV communities, with Nuveen funding 60% and the Company 40% of equity capital[49] - The initial joint venture acquired Sebring Square ($22.2 million, 219 homesites) and Rum Runner ($15.1 million, 144 homesites) in Florida[55] - In November 2023, a new joint venture entity was formed with Nuveen for the development of a new 113-site manufactured housing community in Honey Brook, Pennsylvania, expected to open by the end of Q2 2025[57] NOTE 6 - OPPORTUNITY ZONE FUND Details UMH Properties' investment in its qualified opportunity zone fund for acquiring and redeveloping manufactured housing communities - In July 2022, the Company invested $8.0 million in the UMH OZ Fund, LLC, created to acquire, develop, and redevelop manufactured housing communities in Qualified Opportunity Zones[60] - The OZ Fund acquired Garden View Estates ($5.2 million) in South Carolina and Mighty Oak ($3.7 million) in Georgia[60] - As of March 31, 2025, the Company's investment in the OZ Fund represented 77% of total capital contributed and is consolidated in the financial statements[60] NOTE 7 - DEBT Outlines UMH Properties' debt structure, including loans payable, mortgages, and available credit facilities Loans Payable Summary (in thousands) | Loan Type | March 31, 2025 Amount | March 31, 2025 Rate | December 31, 2024 Amount | December 31, 2024 Rate | | :-------------------------------- | :-------------------- | :------------------ | :----------------------- | :----------------------- | | Floorplan inventory financing | $6,025 | 7.88% | $5,479 | 8.27% | | FirstBank rental home loan | $23,858 | 6.15% | $24,033 | 6.15% | | Total Loans Payable | $29,883 | 6.50% | $29,512 | 6.54% | | Loans Payable, net of unamortized debt issuance costs | $28,814 | 6.74% | $28,279 | 6.83% | - The Company has an unsecured revolving credit facility of $260 million with BMO, JPMorgan Chase, and Wells Fargo, maturing November 7, 2026[63] - Series A Bonds: $102.7 million of 4.72% Series A Bonds due 2027, issued in Israel, principal and interest linked to U.S. Dollar[65] Mortgages Payable Summary (in thousands) | Item | March 31, 2025 Amount | March 31, 2025 Weighted Average Rate | December 31, 2024 Amount | December 31, 2024 Weighted Average Rate | | :------------------------------------------ | :-------------------- | :----------------------------------- | :----------------------- | :----------------------------------- | | Fixed rate mortgages | $479,879 | 4.18% | $489,271 | 4.18% | | Mortgages Payable, net of unamortized debt issuance costs | $476,372 | 4.21% | $485,540 | 4.21% | - On February 28, 2025, the Company paid off one mortgage totaling $6.4 million. Subsequent to quarter end, $39.3 million in mortgages were paid down, and $40 million was drawn on the unsecured line of credit[69][106] NOTE 8 - SHAREHOLDERS' EQUITY Details changes in UMH Properties' shareholders' equity, including dividend increases and stock offerings - On April 1, 2025, the Company announced a 4.7% increase in its quarterly common stock dividend, raising it to $0.225 per share from $0.215 per share, marking the fifth consecutive increase in five years (25% cumulative increase)[71][107] - During Q1 2025, 515,000 shares of Common Stock were sold under the September 2024 Common ATM Program, generating $9.2 million net proceeds. As of March 31, 2025, $80.4 million remained eligible for sale[74][76] - During Q1 2025, 49,000 shares of Series D Preferred Stock were sold under the 2023 Preferred ATM Program, generating $982,000 net proceeds. A new 2025 Preferred ATM Program for up to $100 million was implemented on March 5, 2025[79][80] - Authorized capital stock increased to 205,413,800 shares, including 183,713,800 Common Stock, 18,700,000 Series D Preferred Stock, and 3,000,000 Excess Stock[82] NOTE 9 – STOCK BASED COMPENSATION Provides information on UMH Properties' stock-based compensation plans, including costs recognized and outstanding awards - Total stock compensation costs recognized for Q1 2025 were $3.1 million ($1.3 million capitalized), compared to $1.8 million ($491,000 capitalized) for Q1 2024[83] - Awards in Q1 2025 included: * 26,000 restricted stock shares to employees (grant date fair value $473,000) * 7,479 common stock shares to directors ($136,000) * 179,944 restricted stock shares to employees ($3.3 million), subject to performance and time-based vesting * Options to purchase 541,500 common stock shares to employees ($1.9 million)[84][86][87] - As of March 31, 2025, 5.9 million options were outstanding with an aggregate intrinsic value of $19.3 million. Shareholders will vote on increasing available shares for future awards by 2,250,000[90] NOTE 10 - FAIR VALUE MEASUREMENTS Presents fair value measurements for UMH Properties' marketable securities and fixed rate mortgages payable Fair Value Measurements of Marketable Securities (in thousands) | Item | March 31, 2025 Total | Level 1 (Quoted Prices) | December 31, 2024 Total | Level 1 (Quoted Prices) | | :------------------------------ | :------------------- | :---------------------- | :---------------------- | :---------------------- | | Marketable Securities - Preferred stock | $565 | $565 | $509 | $509 | | Marketable Securities - Common stock | $29,763 | $29,763 | $31,374 | $31,374 | | Total | $30,328 | $30,328 | $31,883 | $31,883 | - As of March 31, 2025, the estimated fair value of fixed rate mortgages payable was $473.7 million, compared to a carrying value of $479.9 million[92] NOTE 11 – CONTINGENCIES, COMMITMENTS AND OTHER MATTERS Details UMH Properties' contingent liabilities, commitments, and other significant matters, including repurchase obligations and pending acquisitions - The Company has repurchase obligations with 21st Mortgage for defaulted manufactured home loans, totaling approximately $2.1 million for its own communities and $496,000 for acquired communities as of March 31, 2025. This program was terminated on June 22, 2023, but obligations for outstanding loans remain[94] - The Company acquired approximately $87.7 million in loans under the Triad Financial Services Chattel Loan Origination, Sale and Servicing Agreement (COP Program) as of March 31, 2025[96] - A pending agreement to purchase two manufactured home communities in Maryland for approximately $14.6 million is expected to close in Q2 2025[99] - The Company entered a preliminary agreement with a national homebuilder for a potential joint venture to develop 131 acres in southern New Jersey for luxury single-family residential homes, contingent on governmental approvals and definitive documentation[100] NOTE 12 - SUPPLEMENTAL CASH FLOW INFORMATION Provides additional details on UMH Properties' cash flow activities, including cash paid for interest and capitalized costs Supplemental Cash Flow Information (in thousands) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Cash paid for interest | $6,600 | $7,800 | | Interest cost capitalized to land development | $1,300 | $1,100 | | Stock compensation capitalized to land development | $1,300 | $491 | | Dividend Reinvestments | $836 | $712 | NOTE 13– SUBSEQUENT EVENTS Reports significant events occurring after the balance sheet date, including stock sales, debt payments, and dividend increases - Since April 1, 2025, the Company issued and sold an additional 1.2 million shares of Common Stock under the September 2024 Common ATM Program, generating $21.5 million net proceeds[105] - On April 1, 2025, the Company paid down nine mortgages totaling $39.3 million and drew $40 million on its unsecured line of credit[106] - On April 1, 2025, the Company announced a 4.7% increase in its quarterly common stock dividend to $0.225 per share[107] NOTE 14 – PROFORMA FINANCIAL INFORMATION (UNAUDITED) Presents unaudited pro forma condensed financial information for UMH Properties, including income and loss figures Unaudited Pro Forma Condensed Financial Information (in thousands) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Rental and Related Income | $54,963 | $50,795 | | Community Operating Expenses | $23,040 | $21,110 | | Net Loss Attributable to Common Shareholders | $(3,873) | $(10,586) | | Net Loss Attributable to Common Shareholders per Share – Basic and Diluted | $(0.05) | $(0.15) | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's discussion and analysis of UMH Properties' financial condition and results of operations for Q1 2025, covering business overview, acquisitions, policies, and liquidity Overview Provides an overview of UMH Properties' business as a REIT, its operational focus, and key performance highlights for Q1 2025 - UMH Properties, Inc. operates as a self-administered, self-managed REIT, owning and operating 141 manufactured home communities with approximately 26,500 homesites and 10,400 Company-owned rental homes across 12 states[111][112] - The Company's business model focuses on leasing manufactured homesites and homes, with home sales integrated to increase occupancy. It also engages in joint ventures (Nuveen Real Estate) and a qualified opportunity zone fund for development and acquisitions[111][116] - For Q1 2025, rental and related income increased 8%, and Community Net Operating Income (NOI) increased 8%. Same property NOI increased 8% due to a 70 basis point increase in occupancy (to 87.9%) and 4.3% rental rate increases[118] - The macro-economic environment, characterized by high mortgage rates and low housing inventory, favors home rentals. The Company added 72 rental homes in Q1 2025, bringing the total to approximately 10,400, with rental home occupancy at 94.6%[119] Acquisitions Details UMH Properties' community acquisitions during Q1 2025, including purchase prices and site information Communities Acquired During Q1 2025 | Community | Date of Acquisition | State | Number of Sites | Purchase Price (in thousands) | Number of Acres | Occupancy at Acquisition | | :-------------- | :------------------ | :---- | :-------------- | :---------------------------- | :-------------- | :----------------------- | | Cedar Grove | March 24, 2025 | NJ | 186 | $17,000 | 25 | 100% | | Maplewood Village | March 24, 2025 | NJ | 80 | $7,600 | 13 | 100% | | Total | | | 266 | $24,600 | 38 | 100% | Significant Accounting Policies and Estimates Confirms no material changes to UMH Properties' significant accounting policies and estimates from the prior annual report - Management believes there have been no material changes to the significant accounting policies and estimates disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024[123] Supplemental Measures Presents UMH Properties' non-GAAP financial measures, including Community NOI, FFO, and Normalized FFO, for performance assessment - The Company uses non-U.S. GAAP financial measures: Community Net Operating Income (Community NOI), Funds from Operations Attributable to Common Shareholders (FFO), and Normalized Funds from Operations Attributable to Common Shareholders (Normalized FFO) to assess operating performance[125] Community NOI (in thousands) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Rental and Related Income | $54,574 | $50,329 | | Less: Community Operating Expenses | $(23,029) | $(21,097) | | Community NOI | $31,545 | $29,232 | FFO and Normalized FFO Attributable to Common Shareholders (in thousands) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net Loss Attributable to Common Shareholders | $(271) | $(6,264) | | Depreciation Expense | $16,663 | $14,741 | | Depreciation Expense from Unconsolidated Joint Venture | $217 | $197 | | Loss on Sales of Investment Property and Equipment | $1 | $3 | | Decrease in Fair Value of Marketable Securities | $1,562 | $5,369 | | FFO Attributable to Common Shareholders | $18,172 | $14,046 | | Adjustments: | | | | Amortization of Financing Costs | $599 | $556 | | Non-Recurring Other Expense | $49 | $415 | | Normalized FFO Attributable to Common Shareholders | $18,820 | $15,017 | Changes In Results Of Operations Analyzes changes in UMH Properties' revenues, expenses, and other income/expense items for the three months ended March 31, 2025 - Rental and related income increased 8% to $54.6 million in Q1 2025 (from $50.3 million in Q1 2024), driven by higher rental rates (5-6% annually) and a 70 basis point increase in same property occupancy to 87.9%. Occupied rental homes increased 4% to 9,900[131] - Community operating expenses increased 9% to $23.0 million in Q1 2025 (from $21.1 million in Q1 2024), primarily due to increases in payroll, real estate taxes, snow removal, and water/sewer costs[132] - Community NOI increased 8% to $31.5 million in Q1 2025 (from $29.2 million in Q1 2024). The operating expense ratio was 42.2% in Q1 2025, up from 41.9% in Q1 2024[133] - Sales of manufactured homes decreased 10% to $6.7 million (71 homes) in Q1 2025 (from $7.4 million, 95 homes in Q1 2024). Gross profit percentage improved to 35% from 24%[134] - General and administrative expenses increased 12% to $6.0 million in Q1 2025 (from $5.4 million in Q1 2024), mainly due to higher payroll and professional fees. As a percentage of gross revenue, it was 9.4% in Q1 2025 vs 9.0% in Q1 2024[137] - Depreciation expense increased 13% to $16.7 million in Q1 2025 (from $14.7 million in Q1 2024) due to increased rental homes and expansions[138] - Interest income increased 44% to $2.3 million in Q1 2025 (from $1.6 million in Q1 2024), driven by an increase in average notes receivable balance ($90.4 million vs $74.1 million) and interest on excess cash[139] - Decrease in fair value of marketable securities was $1.6 million in Q1 2025, significantly lower than $5.4 million in Q1 2024[140] - Interest expense decreased 21% to $5.9 million in Q1 2025 (from $7.5 million in Q1 2024) due to a decrease in the average balance of mortgages and loans ($509.5 million vs $580.6 million) and a lower weighted average interest rate (4.4% vs 4.6%)[141] Changes in Financial Condition Discusses changes in UMH Properties' balance sheet items, including investment property, marketable securities, and debt - Total investment property increased 3% or $43.8 million in Q1 2025, driven by the addition of 109 rental homes (net) and the acquisition of two communities for $24.6 million. Occupancy rate on rental homes increased 60 basis points to 94.6%[143] - Marketable securities decreased 5% or $1.6 million due to a net decrease in fair value[144] - Land development costs increased 35% or $11.9 million due to increased expansion projects, with 158 expansion sites anticipated for 2025[144] - Mortgages payable, net, decreased 2% or $9.2 million due to principal payments, including a $6.4 million payoff[145] - Loans payable, net, remained relatively stable during Q1 2025[145] Liquidity and Capital Resources Outlines UMH Properties' liquidity demands and capital resources, including cash, credit facilities, and market capitalization - The Company's liquidity demands include shareholder distributions, acquisitions, capital improvements, debt service, and purchases of manufactured homes. These are funded by real estate income, sales, refinancing, bank borrowings, lines of credit, DRIP, and capital markets access (ATM Programs)[146] - As of March 31, 2025, the Company had $35.2 million in cash and cash equivalents, $30.3 million in marketable securities, and $260 million available on its unsecured credit facility[153] - The Company has $137 million available on revolving lines of credit for home sales/inventory purchases and $55 million on a line of credit secured by rental homes[153] - Net debt to total market capitalization was approximately 23% as of March 31, 2025. The Company has 55 unencumbered communities and unencumbered joint venture properties that can be used to raise additional funds[154][155] Off-Balance Sheet Arrangements Confirms that UMH Properties does not have any off-balance sheet arrangements - The Company does not have any off-balance sheet arrangements[156] Cautionary Statement Regarding Forward-Looking Statements Warns that forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially - The report contains forward-looking statements based on current expectations and forecasts, which are subject to various risks and uncertainties that could cause actual results to differ materially[157][158] - Key risk factors include changes in real estate and economic conditions, increased competition, ability to acquire/develop properties, changes in interest rates, inflation, debt obligations, and regulatory changes[159] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that there have been no material changes to the quantitative and qualitative disclosures about market risk since the end of the preceding fiscal year - There have been no material changes to the Company's market risk disclosures from the end of the preceding year to the date of this Quarterly Report on Form 10-Q[161] Item 4. Controls and Procedures This section confirms the effectiveness of the Company's disclosure controls and procedures as of March 31, 2025, and states that there were no material changes in internal control over financial reporting during the quarter - The Company's President and CEO and Executive Vice President and CFO concluded that disclosure controls and procedures were effective as of March 31, 2025[162] - There were no changes in internal control over financial reporting during the quarter ended March 31, 2025, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[163] PART II - OTHER INFORMATION Contains other required information not covered in the financial statements, including legal proceedings, risk factors, and exhibits Item 1. Legal Proceedings This section states that there are no legal proceedings to report - None[165] Item 1A. Risk Factors This section indicates that there have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 - There have been no material changes to information required regarding risk factors from the end of the preceding year to the date of this Quarterly Report on Form 10-Q[166] - Readers should refer to Part I, Item 1A – "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for a comprehensive discussion of potential risks[166] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports that there were no unregistered sales of equity securities or use of proceeds to disclose - None[167] Item 3. Defaults Upon Senior Securities This section indicates that there were no defaults upon senior securities - None[168] Item 4. Mine Safety Disclosures This section states that there are no mine safety disclosures to report - None[169] Item 5. Other Information This section confirms that there is no information required to be disclosed in a Form 8-K but not reported, nor any material changes to procedures for security holders to recommend Board nominees - No information required to be disclosed in a Report on Form 8-K, but not reported[170] - No material changes to the procedures by which security holders may recommend nominees to the Board of Directors[170] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including certifications from the CEO and CFO, and various Inline XBRL documents for financial statements - Exhibits include certifications from the President and CEO (Samuel A. Landy) and Chief Financial Officer (Anna T. Chew) pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350[173] - The report includes financial statements formatted in iXBRL (Inline eXtensible Business Reporting Language), such as Consolidated Balance Sheets, Statements of Income (Loss), Statements of Shareholders' Equity, Statements of Cash Flows, and Notes to Consolidated Financial Statements[173]