UMH PROPERTIES, INC. Debt Disclosure

NOTE 7 – LOANS AND MORTGAGES PAYABLE

 

Loans Payable

 

The following is a summary of our loans payable as of December 31, 2025 and 2024 (in thousands):

 SCHEDULE OF LOANS PAYABLE

				December 31, 2025								December 31, 2024
				Amount				Rate				Amount				Rate
Margin loan		(1)		$	229				5.25	%		$	0				N/A
Unsecured line of credit		(2)			0				N/A				0				N/A
Floorplan inventory financing		(3)			4,899				7.53	%			5,479				8.27	%
FirstBank rental home loan		(4)			23,336				6.15	%			24,033				6.15	%
FirstBank rental home line of credit		(5)			0				N/A				0				N/A
Triad rental home loan		(6)			0				N/A				0				N/A
OceanFirst notes receivable financing		(7)			0				N/A				0				N/A
Total Loans Payable					28,464				6.38	%			29,512				6.54	%
Unamortized debt issuance costs					(768	)							(1,233	)
Loans Payable, net of unamortized debt issuance costs				$	27,696				6.56	%		$	28,279				6.83	%

 

(1)	Collateralized by the Company’s securities portfolio and is due on demand. The Company must maintain a coverage ratio of approximately 2 times.
(2)	Represents an unsecured revolving credit facility syndicated with three banks, BMO Capital Markets Corp., JPMorgan Chase Bank, N.A, and Wells Fargo, N.A. Total available borrowings under this facility are $260 million. Interest is based on the Company’s overall leverage ratio and is equal to the Secured Overnight Financing Rate (“SOFR”) plus 1.5% to 2.20%, or BMO’s prime lending rate plus 0.50% to 1.20%, and maturity is November 7, 2026.
(3)	Represents revolving credit agreements totaling $98.5 million with 21st Mortgage Corporation (“21st Mortgage”), Customers Bank, Northpoint Commercial Finance and Triad Financial Services (“Triad”) to finance inventory purchases. Interest rates on these agreements range from prime minus 0.75% to SOFR plus 4%. Subsequent to year end, the Company paid off this balance.
(4)	Represents a term loan secured by rental homes and rental home leases, with a fixed interest rate of 6.15% and a maturity date of May 10, 2028.
(5)	Represents a $25 million revolving line of credit secured by rental homes and their leases of which $11 million is secured by rental homes located within the OZ Fund’s communities with $14 million having a maturity date of May 10, 2028 and $11 million having a maturity date of November 7, 2026 with a one-year extension option, both with an interest rate of prime less 0.50%.
(6)	Represents a $30 million revolving line of credit secured by rental homes and rental home leases, with an interest rate of prime plus 0.25%, with a minimum of 5%.
(7)	Represents a $35 million revolving line of credit secured by eligible notes receivable, with an interest rate of prime with a floor of 4.75%.

 

On March 9, 2023, the Company entered into a $30 million revolving line of credit with Triad secured by rental homes and rental home leases, with an interest rate of prime plus 0.25%, with a minimum of 5%.

 

The Company had a $20 million revolving line of credit with OceanFirst Bank (“OceanFirst Line”) secured by the Company’s eligible notes receivable. Interest was at prime with a floor of 3.25% with a maturity date which was extended to June 1, 2023. On July 19, 2023, the Company amended the OceanFirst Line from $20 million to $35 million. Interest is at prime with a floor of 4.75%. This line is secured by the Company’s eligible notes receivable. The amendment also extended the maturity date to June 1, 2025. On July 8, 2025, the Company amended the OceanFirst Line to extend the maturity date to June 1, 2027.

 

 

The Company had a $20 million revolving line of credit with FirstBank secured by rental homes and rental home leases in several of our manufactured home communities, expandable to $30 million with an accordion feature. The facility had a maturity date of November 29, 2022, which was extended to November 29, 2023. Interest was payable at prime plus 25 basis points with a floor of 3.5%, adjusted on the first day of each calendar quarter. On May 12, 2023, the Company entered into a $25 million term loan with FirstBank. The term loan has a 5-year term with a fixed interest rate of 6.15%. The term loan is secured by rental homes, and their leases, in various communities throughout our portfolio.

 

Additionally, on May 12, 2023, the Company entered into a new $25 million revolving line of credit with FirstBank secured by rental homes and their leases. This line of credit expires in May 2028 and has a variable rate of Prime minus 0.50% per annum, adjusted on the first day of each calendar quarter.

 

On December 8, 2025, $11 million of the $25 million line of credit with FirstBank was carved out to be secured by rental homes and their leases in the two communities owned by the OZ Fund. The $11 million portion of the line of credit expires in November 2026 with a one-year extension option. This $11 million line of credit has a variable rate equal to the Prime Rate minus 0.50% per annum, adjusted on the first day of each calendar month; provided, however, that the Interest Rate shall never be less than 3.50% per annum. Under the terms of the $11 million line of credit, the OZ Fund is required to maintain a $1.1 million cash security deposit, which is equal to 10% of the line of credit commitment amount, at a FirstBank bank account. No amounts have been drawn down on either the $14 million or the $11 million portion of this $25 million line of credit.

 

Unsecured Line of Credit

 

On November 7, 2022, the Company entered into the Second Amended and Restated Credit Agreement (the “Amendment”) to expand and extend its existing unsecured revolving credit facility (the “Facility”). The expanded Facility is syndicated with two banks, BMO and JPMorgan, as joint arrangers and joint book runners, with Bank of Montreal as administrative agent. The Second Amended Credit Agreement provides for an increase from $75 million in available borrowings to $100 million in available borrowings with a $400 million accordion feature, bringing the total potential availability up to $500 million, subject to certain conditions including obtaining commitments from additional lenders. The Second Amended Credit Agreement also extends the maturity date of the Facility from November 29, 2022 to November 7, 2026, with a further one-year extension available at the Company’s option, subject to certain conditions including payment of an extension fee. Availability under the amended Facility is limited to 60% of the value of the unencumbered communities which the Company has placed in the Facility’s unencumbered asset pool (“Borrowing Base”). The value of the Borrowing Base communities is based on a capitalization rate of 6.5% applied to the Net Operating Income (“NOI”) generated by the communities in the Borrowing Base.

 

On February 24, 2023, the Company amended the Facility to expand available borrowing capacity from $100 million to $180 million. On April 2, 2024, the Company expanded the borrowing capacity on the Facility from $180 million in available borrowings to $260 million in available borrowings. Interest is based on the Company’s overall leverage ratio and is equal to the Secured Overnight Financing Rate (“SOFR”) plus 1.5% to 2.20%, or BMO’s prime lending rate plus 0.50% to 1.20%.

 

The aggregate principal payments of all loans payable, including the Credit Facility, are scheduled as follows (in thousands):

SCHEDULE OF AGGREGATE PRINCIPAL PAYMENTS OF ALL LOANS PAYABLE INCLUDING CREDIT FACILITY  

Year Ended December 31,
2026		$	5,870
2027			789
2028			21,805
2029			0
2030			0
Thereafter			0
Total Loans Payable			28,464
Unamortized debt issuance costs			(768	)
Loans Payable, net of unamortized debt issuance costs		$	27,696

 

 

Series A Bonds

 

On February 6, 2022, the Company issued $102.7 million of its new 4.72% Series A Bonds due 2027, or the 2027 Bonds, in an offering to investors in Israel. The Company received $98.7 million, net of offering expenses. The 2027 Bonds are unsecured obligations of the Company denominated in Israeli shekels (NIS) and were issued pursuant to a Deed of Trust dated January 31, 2022 between the Company and Reznik Paz Nevo Trusts Ltd., an Israeli trust company, as trustee. The 2027 Bonds pay interest at a rate of 4.72% per year. Interest on the 2027 Bonds is payable semi-annually on August 31, 2022, and on February 28 and August 31 of the years 2023-2026 (inclusive) and on the final maturity date of February 28, 2027. The principal and interest will be linked to the U.S. Dollar. In the event of a future downgrade by two or more notches in the rating of the 2027 Bonds or a failure by the Company to comply with certain covenants in the Deed of Trust, the interest rate on the 2027 Bonds will be subject to increase. However, any such increases, in the aggregate, would not exceed 1.25% per annum. As of December 31, 2025, the Company is in compliance with these covenants.

 

Under the Deed of Trust, the Company has the right to redeem the 2027 Bonds, in whole or in part, at any time on or after 60 days from February 9, 2022, the date on which the 2027 Bonds were listed for trading on the Tel Aviv Stock Exchange (the “TASE”). Any such voluntary early redemption by the Company will require payment of the applicable early redemption amount calculated in accordance with the Deed of Trust. The Company does not intend to redeem the 2027 Bonds. Upon the occurrence of an event of default or certain other events, including a delisting of the 2027 Bonds by the TASE, the Company may be required to effect an early repayment or redemption of all or a portion of the 2027 Bonds at their par value plus accrued and unpaid interest. The Deed of Trust permits the Company, subject to certain conditions, to issue additional 2027 Bonds without obtaining approval of the holders of the 2027 Bonds.

 

The 2027 Bonds are general unsecured obligations of the Company and rank equal in right of payment with all of the Company’s existing and future unsecured indebtedness. The Deed of Trust includes certain customary covenants, including financial covenants requiring the Company to maintain certain ratios of debt to net operating income, to shareholders’ equity and to earnings, and customary events of default. The 2027 Bonds were offered solely to investors outside the United States and were not offered to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act of 1933).

 

Series B Bonds

 

On July 22, 2025, the Company issued approximately $80.2 million aggregate principal amount of its 5.85% Series B Bonds Due 2030 (the “Series B Bonds”) in an offering to investors in Israel. The Company received $75.1 million, net of offering discounts, fees and other transaction costs. The Series B Bonds were issued pursuant to a Deed of Trust between the Company and Reznik Paz Nevo Trusts Ltd., an Israeli trust company, as trustee (the “Trustee”), dated July 18, 2025 (the “Series B Deed of Trust”). The Series B Bonds are unsecured obligations of the Company denominated in NIS and rank pari passu with the Series A Bonds and all other unsecured obligations of the Company.

 

Principal of the Series B Bonds will be payable on June 30, 2030. The Company will pay interest on the Series B Bonds at a rate of 5.85% per annum, payable semi-annually on June 30 and December 31 of each year, beginning December 31, 2025 and continuing through the maturity date. Payments of principal and interest will be made in NIS and will be adjusted for changes in the exchange rate of the U.S. Dollar to the NIS as of each payment date. In the event of any future downgrade by two or more notches in the rating of the Series B Bonds (or if the Series B Bonds cease to be rated due to a failure by the Company to comply with certain reporting and other obligations under the Series B Deed of Trust), the interest rate on the Series B Bonds will be subject to increase by up to 1.25% per annum. In addition, the interest rate on the Series B Bonds will be subject to increase by up to 0.5% per annum upon any failure by the Company to comply with certain financial covenants in the Series B Deed of Trust. The maximum aggregate additional interest payable on the Series B Bonds as a result of any such downgrades (or cessation of rating) and/or any such failures to comply with financial covenants would not exceed a rate of 1.5% per annum. Following any such increase in the interest rate, in the event of a subsequent upgrade or reinstatement of rating and/or compliance with such financial covenants, the interest rate will be reduced. As of December 31, 2025, the Company is in compliance with these covenants.

 

 

The Series B Deed of Trust includes certain customary covenants, including financial covenants requiring the Company to maintain specified ratios of debt to net operating income, to shareholders’ equity and to earnings, and customary events of default. In addition, if the Company is not in compliance with one or more of the financial covenants, it will be restricted from making dividend payments other than those necessary to comply with the requirements to maintain its status as a REIT for income tax purposes. The covenants and events of default in the Series B Deed of Trust are substantially similar to those in the Series A Deed of Trust except that the threshold amount for an event of default involving the appointment of a receiver over the Company or its assets has been lowered from 50% to 35% of total assets of the Company.

 

Under the Series B Deed of Trust, the Company has the right to redeem the Series B Bonds, in whole or in part, at any time on or after 60 days from July 22, 2025, the date on which the Series B Bonds were listed for trading on the Tel Aviv Stock Exchange.

 

The Series B Bonds and the Series B Deed of Trust are in the Hebrew language and are governed by the laws of the State of Israel.

 

The Series B Bonds were offered solely to investors outside the United States and were not offered to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act).

 

Mortgages Payable

 

Mortgages Payable represents the principal amounts outstanding, net of unamortized debt issuance costs. Interest is payable on these mortgages at fixed rates ranging from 2.62% to 6.74%. The weighted average interest rate was 4.8% and 4.2% as of December 31, 2025 and 2024, respectively, including the effect of unamortized debt issuance costs. The weighted average interest rate was 4.7% and 4.2% as of December 31, 2025 and 2024, respectively, not including the effect of unamortized debt issuance costs. The weighted average loan maturity of the mortgages payable was 6.1 and 4.4 years at December 31, 2025 and 2024, respectively.

 

 

The following is a summary of mortgages payable at December 31, 2025 and 2024 (in thousands):

 SCHEDULE OF MORTGAGES PAYABLE 

		At December 31, 2025						Balance at December 31,
Property		Due Date		Interest Rate				2025				2024
Allentown		10/01/25			4.06	%		$	0			$	11,348
Brookview Village		04/01/25			3.92	%			0				2,333
Candlewick Court		09/01/25			4.10	%			0				3,787
Catalina		04/19/26			3.00	%			3,435				3,736
Cedarcrest Village		04/01/25			3.71	%			0				10,042
Clinton Mobile Home Resort		10/01/25			4.06	%			0				2,978
Cranberry Village		04/01/25			3.92	%			0				6,400
D & R Village		03/01/25			3.85	%			0				6,436
Fairview Manor		11/01/26			3.85	%			13,253				13,647
Fohl Village		11/22/32			5.93	%			9,118				9,250
Forest Park Village		09/01/25			4.10	%			0				7,062
Hayden Heights		04/01/25			3.92	%			0				1,758
Highland Estates		06/01/27			4.12	%			13,976				14,360
Holiday Village		09/01/25			4.10	%			0				6,720
Holiday Village- IN		11/01/25			3.96	%			0				7,203
Holly Acres Estates		09/01/31			3.21	%			5,523				5,656
Kinnebrook Village		04/01/25			3.92	%			0				3,399
Lake Erie Estates		07/06/25			5.16	%			0				2,430
Lake Sherman Village		09/01/25			4.10	%			0				4,670
Northtowne Meadows		09/06/26			4.45	%			10,490				10,781
Oak Tree		12/15/32			5.60	%			11,504				11,679
Olmsted Falls		04/01/25			3.98	%			0				1,761
Oxford Village		07/01/29			3.41	%			13,611				13,973
Perrysburg Estates		09/06/25			4.98	%			0				1,422
Pikewood Manor		11/29/28			6.74	%			12,386				12,730
Shady Hills		04/01/25			3.92	%			0				4,192
Suburban Estates		10/01/25			4.06	%			0				4,731
Sunny Acres		10/01/25			4.06	%			0				5,266
Trailmont		04/01/25			3.92	%			0				2,795
Twin Oaks		10/01/29			3.37	%			5,280				5,419
Valley Hills		06/01/26			4.32	%			2,846				2,927
Waterfalls		06/01/26			4.38	%			3,880				3,991
Weatherly Estates		04/01/25			3.92	%			0				6,820
Woods Edge		04/07/26			3.25	%			4,275				4,630
Worthington Arms		09/01/25			4.10	%			0				7,918
Various (2 properties)		02/01/27			4.56	%			11,898				12,213
Various (2 properties)		08/01/28			4.27	%			11,584				11,871
Various (2 properties)		07/01/29			3.41	%			19,898				20,427
Various (4 properties)+		10/01/32			5.24	%			32,259				32,881
Various (6 properties)		08/01/27			4.18	%			11,162				11,471
Various (7 properties)		12/01/34			5.46	%			91,843				0
Various (8 properties)		01/01/34			5.97	%			57,743				57,743
Various (10 properties)		06/01/35			5.855	%			101,392				0
Various (28 properties)*		09/01/30			4.25	%			21,849				22,923
Various (28 properties)		09/01/30			2.62	%			92,890				95,492
Total Mortgages Payable									562,095				489,271
Unamortized debt issuance costs									(5,966	)			(3,731	)
Total Mortgages Payable, net of unamortized debt issuance costs								$	556,129			$	485,540

 

+	Represents one mortgage payable secured by four properties and one mortgage payable secured by the rental homes therein.
*	Rental home addition to the Fannie Mae credit facility consisting of 28 properties.

 

At December 31, 2025 and 2024, mortgages were collateralized by real property with a carrying value of $1.0 billion and $1.1 billion, respectively, before accumulated depreciation and amortization. Interest costs amounting to $5.9 million, $6.0 million and $5.0 million were capitalized during 2025, 2024 and 2023, respectively, in connection with the Company’s expansion program. At December 31, 2025, the Company operated 145 communities, 142 of which are communities in which the Company owns either a 100% or majority interest, of which 63 are unencumbered.

 

 

Recent Financing Transactions

 

During the year ended December 31, 2025

 

On February 28, 2025, the Company paid off one mortgage totaling approximately $6.4 million. On April 1, 2025, the Company paid down nine mortgages totaling approximately $39.3 million. On May 6, 2025, the Company paid off two mortgages totaling approximately $3.8 million. On August 26, 2025, the Company paid off five mortgages totaling approximately $29.6 million. On September 26, 2025, the Company paid off five mortgages totaling approximately $30.9 million.

 

On May 15, 2025, the Company completed the addition of ten communities to its Fannie Mae credit facility through Wells Fargo Bank, N.A., for total proceeds of approximately $101.4 million. This interest only loan is at a fixed rate of 5.855% with a 10-year term.

 

On November 25, 2025, the Company completed the addition of seven communities to its Fannie Mae credit facility through Wells Fargo Bank, N.A., for total proceeds of approximately $91.8 million. This interest only loan is at a fixed rate of 5.46% with a 9-year term.

 

Including this addition, the total outstanding amount as of December 31, 2025 under the Company’s Fannie Mae credit facility was approximately $398.0 million.

 

The aggregate principal payments of all mortgages payable are scheduled as follows (in thousands):

 SCHEDULE OF AGGREGATE PRINCIPAL PAYMENTS OF ALL MORTGAGES PAYABLE

Year Ended December 31,
2026		$	45,875
2027			42,887
2028			29,020
2029			40,954
2030			100,217
Thereafter			303,142
Total		$	562,095