PART II 2 ahp_1k.htm PART II

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 1-K

 

ANNUAL REPORT

ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

 

For the fiscal year ended December 31, 2017

 

American Homeowner Preservation 2015A+, LLC

(Exact name of registrant as specified in its charter)

 

Commission File No. 24R-00035

 

Delaware   38-3989694
(State or other jurisdiction of incorporation or
organization)
  (I.R.S. Employer Identification No.)
     
440 S. La Salle Street, Suite 1110    
Chicago, IL   60605
(Address of principal executive offices)   (Zip Code)

 

     
  800-555-1055  
  Registrant’s telephone number, including area code  
     
     
     
 
Class A Interest
(Title of each class of securities issued pursuant to Regulation A)

 

 

 

 

   
 

 

 

Item 1.     Business

 

American Homeowner Preservation 2015A+, LLC (the “Company”) is a Delaware limited liability company. Our Offering Circular dated May 20, 2016 (the “Offering Circular”) is available at:

 

https://www.sec.gov/Archives/edgar/data/1667307/000121465916011706/partiiandpartiii.htm

 

The Company was formed to invest in (buy) primarily non-performing mortgage loans, meaning loans that are secured by a mortgage on a principal residence (i.e., somebody’s house) and delinquent in payment (i.e., the homeowner has failed to make one or more payments).

 

For a detailed description of the Company’s business, please see the section of our Offering Circular captioned “Our Company and Business,” starting on page 9. However, the following text is substituted from the subsection captioned “Loan Servicing,” starting on page 15.

 

* * *

 

Loan Servicing

 

Collecting payments on loans is referred to as loan “servicing.” The Company itself does not service the Loans that it acquires. Instead, it engages a third party.

 

The Company has entered into multiple third party servicing agreements with Home Servicing, Clearspring Loan Services, BSI Financial, LandHome Financial Services and Carrington Mortgage Services. In mid-March 2017, Home Servicing was acquired by SN Servicing Corporation (“SNSC”), and the acquisition included the assignment of the Home Servicing Agreement to SNSC. The Company consented to the assignment and renegotiated the servicing fee structure.

 

* * *

 

Prospective investors should review the entire Offering Circular, including the section captioned “Risks of Investing,” starting on page 3.

 

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Operating Results

 

The operating period is from January 1, 2017 through December 31, 2017. During this period we earned $1,425,753 in net income.

 

During this period we acquired 2,154 first mortgage loans with a total principal amount of $109,741,693.55, for a total purchase price of $20,011,341.00. The largest acquisition was a pool of 440 first mortgages from Carrington Capital Management LLC, with a total principal amount of $21,502,715.33, which we acquired on December 29, 2017 for $9,356,928.89.

 

We have acquired a total of 2,485 loans in our first 19 months of operation for a total cost of $24,540,244.

 

We earned the majority of our returns for 2017 in the first half of the year. In the second half of the year our returns dropped as we worked on two pools of hyper-distressed loans: a pool of 477 loans from Biltmore Funding II, LLC, which we purchased in March 2017; and a pool of 799 loans from the Bankruptcy Estate of 3 Star Properties LLC, which we purchased in June 2017.

 

We bought both of these pools at extraordinary discounts and, as we anticipated at the time, both have required significant work from the legal, document and resolution teams. In many instances, important documents (such as assignments and allonges from prior holders) were unavailable and the Company has engaged multiple service providers, including Doc Solution Inc., Ursus Holdings LLC, and Orion Financial Group Inc., to prepare the missing documents and obtain signatures from the proper parties.

 

 

 

 

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Because these pools required unusual effort (and, in our view, will result in unusual returns), the result has been to distort our earnings to some extent. Thus, as the hyper-distressed pools are resolved, we expect our earnings to return to more customary levels.

 

Liquidity and Capital Resources

 

We are continuing to offer and sell Class A Interests pursuant to the Offering Circular, which was “qualified” by the Securities and Exchange Commission on May 25, 2016 (we refer to this as the “Offering”). As of December 31, 2017, we had raised $16,743,565 from the sale of Class A Interests in the Offering.

 

To buy loans, we have used the proceeds from the Offering, advances from affiliates, and loans from third parties. Details about our third-party loans and advances from affiliates can be found on pages 12 of the Independent Auditor’s Report included below.

 

We are seeking to raise a maximum of $50,000,000 in the Offering. Whether we raise the full $50,000,000 or something less, we believe the proceeds of the Offering will satisfy our cash requirements. If we raise less than $50,000,000, we will simply buy fewer loans.

 

Trends

 

We plan to close the Offering on May 24, 2018.

 

As discussed above, our purchase of the two hyper-distressed loan pools has affected the timing of our earnings.

 

Otherwise, we are not aware of any trends, uncertainties, demands, commitments, or events that (i) are reasonably likely to have a material effect on our revenues, income, profitability, liquidity or capital resources, or (ii) would cause our reported financial information not necessarily to be indicative of future operating results of financial condition.

 

Item 3.     Directors and Officers

 

The Company itself has no employees. The information described below relates to services performed for AHP Capital Management LLC, the Company’s Investment Manager, unless otherwise indicated.

 

Summary as of 12/31/2017

 

Name

Position*

Age

Term of Office

Approximate Hours Per Week If Not Full Time*
Executive Officers  
Jorge P. Newbery Chief Executive Officer and Manager of Managing Member 52 Mr. Newbery will remain in office until he resigns or is removed Full Time
Echeverria Kelly Chief Operating Officer 49 Ms. Kelly will remain in office until she resigns or is removed. Full Time
Significant Employees  
Karen Kamphausen Vice President, Trading

56

  Full Time
Victoria Beatty Attorney 35   Full Time
Saeed Baeshen Systems Administrator and Developer 35   Full Time

 

 

 

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Personnel Changes – Spring 2018

 

The Company made the following significant personnel changes in March – April 2018:

 

·DeAnn O’Donovan replaced Jorge Newbery as President and Chief Executive Officer of the Managing Member of the Company and became one of three Directors of the Managing Member and the Investment Manager.

 

·Mary Anne Batara joined the Investment Manager Company as the Vice President, Administration. In this capacity, Ms. Batara has assumed many of the responsibilities previously performed by Echeverria Kelly.

 

·Jeremiah Kaye joined the Investment Manager as the Vice President, Accounting and Finance, taking over financial responsibilities from Echeverria Kelly.

 

Mr. Newbery and Ms. Kelly remain as Directors of the Managing Member and the Investment Manager, and as shareholders of Neighborhoods United LLC, the principal shareholders of the Company.

 

Summary as of 04/30/2018

 

Name

Position*

Age

Term of Office

Approximate Hours Per Week If Not Full Time*
Executive Officers  
DeAnn O’Donovan President, Chief Executive Officer, and Director of Managing Member and Investment Manager 48 Three years, which may be extended. Full Time
Jorge P. Newbery Director of Managing Member and Investment Manager 52 Mr. Newbery will remain in office until he resigns or is removed.  
Echeverria Kelly Director of Managing Member and Investment Manager 50 Ms. Kelly will remain in office until she resigns or is removed.  
Significant Employees  
Karen Kamphausen Vice President, Trading

56

  Full Time
Victoria Beatty Attorney 35   Full Time
Saeed Baeshen Systems Administrator and Developer 35   Full Time
Mary Anne Batara Vice President, Administration 45   Full Time
Jeremiah Kaye Vice President, Accounting & Finance 35   Full Time

 

Experience and Background

 

Ms. O’Donovan

 

Ms. O’Donovan earned her BA from Oakland University. Ms. O’Donovan also holds an MA from Wayne State University and an Executive Scholar’s Certificate from the Kellogg School of Management at Northwestern University.

 

 

 

 

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Before joining the Company, Ms. O'Donovan served as the Executive Vice President and Chief Administrative Officer of Wintrust Mortgage. In that capacity she oversaw many of the company’s corporate functions, including their residential loan servicing and default loan servicing divisions. Ms. O’Donovan brings 25 years of experience in real estate, financial services, asset management, and mortgage lending, and residential loan servicing for both performing and non-performing loans.

 

Ms. O’Donovan has responsibility for all aspects of the day to day oversight of the Company and future strategy. Ms. O’Donovan also serves as the President & CEO of AHP Servicing, LLC. Ms. O’Donovan is a minority shareholder of both AHP Servicing, LLC and Neighborhoods United, LLC.

 

Mr. Newbery

 

From 1992 until 1995, Mr. Newbery co-founded and operated a mortgage company, Sunset Mortgage, which specialized in obtaining loans for homeowners faced with challenging credit hurdles.

 

Mr. Newbery was the President of Budget Real Estate Inc. from 1995 until 2008, where he brokered over 1,000 troubled Department of Housing and Urban Development and real estate owned properties and acquired, renovated and operated over 200 distressed multi-family, single-family and commercial properties.

 

By 2004, Mr. Newbery owned more than 4,000 apartment units nationwide. Then financial disaster struck in the form of an ice storm on Christmas Eve 2004 devastated Mr. Newbery’s largest holding, the 1,100-unit Woodland Meadows complex in Columbus, Ohio. Mr. Newbery wound up in extended litigation with the insurer. Although the insurer eventually settled for $32 million, the settlement was too little, too late. Mr. Newbery lost everything and emerged $26 million in debt.

 

The experience led Mr. Newbery to a new purpose in life: to help others crushed by unaffordable debt. He started AHP in 2008 as a nonprofit organization with a mission of keeping families at risk of foreclosure in their homes. In 2009, AHP transitioned to a for-profit entity, but AHP and the Company continue to operate with a dual purpose: to earn returns for Investors while seeking consensual solutions to help struggling homeowners keep their homes.

 

Ms. Kelly

 

Ms. Kelly earned her BA from Claremont McKenna College and her MS from the University of Illinois at Urbana-Champaign.

 

Ms. Kelly is a principal and minority owner of Neighborhoods United LLC. Ms. Kelly contributed to American Homeowner Preservation LLC and AHP Capital Management LLC since their founding, most recently as Chief Operating Officer from September 2013 through March 2018.

 

Ms. Kamphausen

 

Ms. Kamphausen earned her BS in Finance from Loyola University of Chicago.

 

Ms. Kamphausen oversees our trading and portfolio management. Ms. Kamphausen has over 30 years of loan sale advisory experience including due diligence, underwriting, loan sale management, and the closing of transactions. Ms. Kamphausen managed $5 billion in loan sales over 10 years at JBS & Associates.

 

Ms. Beatty

 

Ms. Beatty obtained her BA from Spelman College and her JD from Howard University School of Law. Ms. Beatty was admitted to the Florida bar in 2007.

 

Ms. Beatty is a key member of the Resolution team, where she is responsible for the rapid and favorable resolution of legal matters. In April, 2018, Ms. Beatty became our Litigation Manager. Prior to joining The Company, Ms. Beatty had over five years of experience representing lenders in real estate transactions.

 

Mr. Baeshen

 

Mr. Baeshen received both his MS and BS in Computer Engineering from the University of Illinois at Chicago.

 

 

 

 

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Mr. Baeshen is responsible for systems administration, development, and technology implementations for The Company. Prior to joining the Company, Mr. Baeshen was a Software Engineer at AKA Comp Solutions.

 

Mary Anne. Batara

 

Before joining the Company, Ms. Batara worked closely with Ms. O’Donovan at Wintrust Mortgage overseeing a variety of corporate functions including office administration, vendor management, business continuity and disaster recovery planning.

 

Ms. Batara attended College of DuPage.

 

Jeremiah Kaye

 

Before joining the Company, Mr. Kaye served as the Director of Finance at Opp Loans. In this capacity he oversaw all aspects of financial planning, treasury management, and cash management.

 

Mr. Kaye earned his BA from John Hopkins University and his MBA from the Kellogg School of Management at Northwestern University. Mr. Kaye is a licensed CPA in Illinois and a member of the American Institute of Certified Public Accountants.

 

Legal Proceedings

 

Within the last five years, no Executive Officer or Significant Employee of the Company has been convicted of, or pleaded guilty or no contest to, any criminal matter, excluding traffic violations and other minor offenses.

 

Within the last five years, no Executive Officer or Significant Employee of the Company, no partnership of which an Executive Officer or Significant Employee was a general partner, and no corporation or other business association of which an Executive Officer or Significant Employee was an executive officer, has been a debtor in bankruptcy or any similar proceedings.

 

Family Relationships

 

Mr. Newbery and Ms. Kelly are married. There are no other family relationships among the Executive Officers and Significant Employees.

 

Compensation

 

For information regarding the compensation of our Managing Member and our Investment Manager, please see the section of our Offering Circular captioned “Compensation of Executive Officers and Directors,” starting on page 49:

 

https://www.sec.gov/Archives/edgar/data/1667307/000121465916011706/partiiandpartiii.htm

 

Item 4.     Voting Rights of Owners

 

Under the Company’s Operating Agreement, the Managing Member has full control over all aspects of the business of the Company, except that investment decisions are made by the Investment Advisor. Investors will not be entitled to vote on any matter involving the Company or the Company.

 

Both the Managing Member (American Homeowner Preservation Management, LLC) and the Investment Advisor (AHP Capital Management, LLC) are wholly-owned by Neighborhoods United, LLC, a limited liability company formed under the laws of Delaware, which we refer to as “Neighborhoods United.”

 

Neighborhoods United currently has only one class of limited liability company interest, which we refer to as its “Common Stock.” The Common Stock of Neighborhoods United is owned 76% by Jorge P. Newbery, 19% by Echeverria Kelly, and 5% by DeAnn O’Donovan.

 

 

 

 

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Neighborhoods United is managed by three managers, which we called “Directors.” Mr. Newbery, Ms. Kelly, and Ms. O’Donovan are the three Directors. However, Mr. Newbery ultimately will control all decisions of the Directors.

 

Item 5.     Interest of Management and Others In Certain Transactions

 

Ownership of Related Entities

 

Mr. Newbery, Ms. Kelly, and Ms. O’Donovan together own 100% of Neighborhoods United, which in turn owns 100% of both the Managing Member (American Homeowner Preservation Management, LLC) and the Investment Advisor (AHP Capital Management, LLC).

 

The Company pays the Managing Member a management fee equal to 0.1667% of the total capital accounts of all of the Members of the Company as of the last day of each calendar month, or approximately 2% of the capital accounts per year, plus a monthly fee of $60 for each active asset (loan). As the owners of Neighborhoods United, Mr. Newbery, Ms. Kelly, and Ms. O’Donovan benefit indirectly from those fees.

 

If the Company is able to pay investors the return due on their Class A Interests, any remaining profits are distributed to the Managing Member. Mr. Newbery, Ms. Kelly, and Ms. O’Donovan would benefit indirectly from those profits as well.

 

Activist Legal LLP

 

On November 14, 2016, Mr. Newbery became a partner in Activist Legal LLP, a law firm based in Washington D.C., which we refer to as “Activist Legal” (although Mr. Newbery is not a lawyer, Washington D.C. permits non-lawyers to be partners in law firms).

 

The firm represents creditors in several states and seeks to achieve consensual resolutions of delinquent mortgage loans and avoid litigation whenever possible. The firm provides these services through a network of qualified co-counsel.

 

The Company periodically engages Activist Legal to represent it in loan workout and foreclosure matters in connection with its business. Activist Legal will typically charge the Company (and its other clients) flat rates allowable under Fannie Mae rules. Hourly work is billed at $150 per hour.

 

American Homeowner Preservation, LLC

 

American Homeowner Preservation, LLC, licensed as a real estate broker in Louisiana, is wholly-owned by Neighborhoods United. As a licensed broker, American Homeowner Preservation, LLC may receive referral fees, typically 1% of the sales price, from other licensed real estate brokers as part of the disposition of real estate owned by the Company.

 

AHP Servicing, LLC

 

On June 28, 2017, AHP Servicing, LLC (“AHP Servicing”) was organized in Delaware and began the state-by-state licensing process to become a national mortgage servicer. AHP Servicing intends to bring social responsibility, compassionate customer service, and the better use of technology to the servicing industry to improve outcomes for borrowers and lenders. AHP Servicing will initially service loans owned by the Company and other AHP entities, and will then begin servicing for third-parties.

 

AHP Servicing currently has outstanding one class of limited liability company interest, which we refer to as “Common Stock.” The Common Stock is owned 80% by Neighborhoods United and 20% by Ms. O’Donovan. AHP Servicing intends to raise capital from investors in an offering under SEC Regulation A.

 

 

 

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Item 7.     Financial Statements

 

 

REPORT OF INDEPENDENT AUDITORS’ AND

FINANCIAL STATEMENTS

AMERICAN HOMEOWNER PRESERVATION 2015A+, LLC

FOR THE YEAR ENDED

TO DECEMBER 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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AMERICAN HOMEOWNER PRESERVATION 2015A+, LLC

TABLE OF CONTENTS

 

 

Page
   
INDEPENDENT AUDITORS’ REPORT 10
   
FINANCIAL STATEMENTS  
Statement of Financial Condition 11
Condensed Schedule of Investments 12
Statement of Operations 13
Statement of Changes in Members’ Equity 14
Statement of Cash Flows 15
Notes to Financial Statements 16-22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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INDEPENDENT AUDITORS' REPORT

 

To the Members of American Homeowner Preservation 2015A-F, LLC:

 

Report on the Financial Statements

 

We have audited the accompanying financial statements of American Homeowner Preservation 2015A-F, LLC (the "Company"), which comprise the statement of financial condition, including the condensed schedule of investments, as of December 31, 2017, and the related statements of operations, changes in members' equity, and cash flows for the year then ended, and the related notes to the financial statements.

 

Management's Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditors' Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Homeowner Preservation 2015A+, LLC as of December 31, 2017, and the results of its operations, changes in its members' equity and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Richey May & Co.            

 

Richey May & Co.

Englewood, Colorado
April 17, 2018

 

 

 

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AMERICAN HOMEOWNER PRESERVATION 2015A+, LLC

STATEMENT OF FINANCIAL CONDITION


   

 

   December 31, 2017 
ASSETS     
Investments at fair value (cost of $24,540,244)  $24,540,244 
Due from broker   454,253 
Real estate owned   193,507 
Due from related parties   163,925 
Cash and cash equivalents   111,637 
Deferred offering costs   85,758 
Other assets   3,750 
Accounts receivable   606 
TOTAL ASSETS  $25,553,680 
      
LIABILITIES AND MEMBERS' EQUITY     
Promissory note payable  $7,000,000 
Accounts payable   374,362 
Total liabilities   7,374,362 
      
Members' equity     
Class M Units, unlimited authorized, no par, 10,000 units  issued and outstanding at December 31, 2017   10,000 
Class A Units, unlimited authorized, no par, 16,743,565 units issued and outstanding at December 31, 2017   16,743,565 
Accumulated profit - attributed to Class M Units    
Accumulated profit - attributed to Class A Units   1,425,753 
Total members' equity   18,179,318 
      
TOTAL LIABILITIES AND MEMBERS' EQUITY  $25,553,680 

 

 

The accompanying notes are an integral part of these financial statements.

 

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AMERICAN HOMEOWNER PRESERVATION 2015A+, LLC

CONDENSED SCHEDULE OF INVESTMENTS


                 

 

Investments at fair value  December 31, 2017 
   Percentage of    
   Members' Equity   Fair Value 
Non-performing mortgage loans:          
United States of America          
Carrington Capital Management, LLC   61.23%  $11,131,076 
3 Star Properties, LLC   15.04    2,733,416 
American Homeowner Preservation, LLC   11.12    2,021,715 
Angelo, Gordon & Co.   8.36    1,519,789 
Other   25.19    4,578,668 
Acquisition costs   14.76    2,683,439 
Principal payments collected   (0.70)   (127,859)
Total investments at fair value (cost of $24,540,244)   135.00%  $24,540,244 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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AMERICAN HOMEOWNER PRESERVATION 2015A+, LLC

STATEMENT OF OPERATIONS


     

 

   Year Ended December 31, 2017 
INVESTMENT INCOME     
Interest income  $107,798 
Lease and rental income   10,007 
Other income   409,373 
Total investment income   527,178 
      
EXPENSES     
Marketing and promotion expense   197,235 
Professional fees   138,259 
Management fees   123,215 
Brokerage fees   73,219 
Legal expenses   68,378 
Loan servicing fees   39,892 
Interest expense   24,403 
Other expenses   40,985 
Total expenses   705,586 
      
NET INVESTMENT LOSS   (178,408)
      
REALIZED AND UNREALIZED GAIN ON INVESTMENTS     
Net realized gain on investments   1,604,161 
Net change in unrealized appreciation or depreciation on investments    
NET GAIN ON INVESTMENTS   1,604,161 
      
NET INCOME  $1,425,753 

 

 

The accompanying notes are an integral part of these financial statements.

 

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AMERICAN HOMEOWNER PRESERVATION 2015A+, LLC

STATEMENT OF CHANGES IN MEMBERS' EQUITY


             

 

   Year Ended December 31, 2017 
   Class A   Class M     
   Units   Units   Total 
             
Balance, December 31, 2016  $2,162,453   $10,000   $2,172,453 
                
Issuance of Units   15,958,232        15,958,232 
                
Distribution of Units   (1,377,120)       (1,377,120)
                
Pro-rata allocation of net income (Note F)   1,425,753        1,425,753 
                
Balance, December 31, 2017  $18,169,318   $10,000   $18,179,318 
                
Weighted Average Units Outstanding
-Basic and Diluted
   16,743,565    10,000    16,753,565 
               
Net Income per Unit
-Basic and Diluted
  $0.09   $   $0.09 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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AMERICAN HOMEOWNER PRESERVATION 2015A+, LLC

STATEMENT OF CASH FLOWS


              

 

   Year Ended December 31, 2017 
     
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net income  $1,425,753 
Adjustments to reconcile net income to net cash used in operating activities:     
Net realized gain on investments   (1,604,161)
Purchases of investments   (23,308,610)
Proceeds from sales of investments   4,901,430 
Changes in operating assets and liabilities:     
Due from broker   (444,253)
Real estate owned   (193,507)
Due from related parties   (163,925)
Other assets   (3,750)
Accounts receivable   (163)
Accounts payable   337,514 
Due to related party   (1,455,675)
NET CASH FLOWS USED IN OPERATING ACTIVITIES   (20,509,347)
      
CASH FLOWS FROM FINANCING ACTIVITIES:     
Issuance of Units   15,958,232 
Distribution of Units   (1,377,120)
Proceeds from note payable   7,000,000 
Payments for note payable   (999,221)
NET CASH PROVIDED BY FINANCING ACTIVITIES   20,581,891 
      
NET INCREASE IN CASH AND CASH EQUIVALENTS   72,544 
      
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR   39,093 
      
CASH AND CASH EQUIVALENTS, END OF YEAR  $111,637 
      
SUPPLEMENTAL CASH FLOW INFORMATION     
Cash paid for interest  $24,403 

 

The accompanying notes are an integral part of these financial statements.

 

 

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AMERICAN HOMEOWNER PRESERVATION 2015A+, LLC

NOTES TO FINANCIAL STATEMENTS


 

A.ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

American Homeowner Preservation 2015A+, LLC (the “Company”), is a limited liability company organized on January 21, 2016 under the laws of Delaware. The Company is wholly owned by its parent company and Managing Member, American Homeowner Preservation Management, LLC (the “Managing Member”), a limited liability company organized under the laws of Delaware. AHP Capital Management LLC (the “Investment Adviser”), a company affiliated with management, shall provide investment advisory services to the Company pursuit to an agreement between the Investment Adviser and the Company.

 

The Company was formed to purchase non-performing mortgage loans (loans that are secured by a mortgage on real estate and delinquent on payments).

 

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in United States of America (“GAAP”) and are stated in U.S. dollars.

 

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies (“ASC 946”), the Fund has determined that it is an investment company and has applied the guidance in accordance with ASC 946.

 

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

The Company considers cash equivalents to be short-term, highly liquid investments, such as money market funds that are readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value due to changes in interest rates, which generally includes only investments with original maturities of three months or less.

 

Revenue and Cost Recognition

The Company earns revenues by selling purchased mortgage loans and through interest earned from obligors on purchased mortgage loans held by the Company. The Company recognizes revenue in accordance with FASB ASC 605, Revenue Recognition, only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the services have been provided, and collectability is assured. Expenses are recognized as incurred.

 

 

 

 

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AMERICAN HOMEOWNER PRESERVATION 2015A+, LLC

NOTES TO FINANCIAL STATEMENTS


 

A.ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

 

Net Earnings or Loss per Unit

Net earnings or loss per unit is computed by dividing net income or loss by the weighted-average number of units outstanding during the period, excluding units subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per unit. Basic and diluted net earnings or loss per unit reflect the actual weighted average of units issued and outstanding during the year. There are no dilutive or potentially dilutive instruments outstanding as of December 31, 2017.

 

Organizational Costs

In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

 

Deferred Offering Costs

The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A - "Expenses of Offering". Deferred Offering Costs consist principally of legal fees incurred in connection with the Proposed Offering discussed in Note G. Prior to the completion of the Proposed Offering, these costs are capitalized as deferred offering costs on the statement of financial condition. The deferred offering costs will be charged to members’ equity upon the completion of the Proposed Offering or to expense if the Proposed Offering is not completed.

 

Income Taxes

The Company is a limited liability company. Accordingly, under the Internal Revenue Code, all taxable income or loss flows through to its members. Therefore, no provision for income tax has been recorded in the statements. Income from the Company is reported and taxed to the members on their individual tax returns.

 

The Company accounts for income taxes under FASB ASC 740, Income Taxes. FASB ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. FASB ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position.

 

 

 

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AMERICAN HOMEOWNER PRESERVATION 2015A+, LLC

NOTES TO FINANCIAL STATEMENTS


 

A.ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

 

Real Estate Owned

Real estate owned includes real estate acquired in full or partial settlement of loan obligations plus capitalized construction and other development costs incurred while preparing the real estate for sale. At the time of foreclosure, the property is recorded at the acquisition price. Improvements made to real estate owned property are capitalized. The maintenance of the real estate owned, including expenses associated with the property's disposition, is expensed as incurred. The Fund actively works to sell the acquired real estate, and gains or losses on these dispositions are recorded as realized gains or losses.

 

B.FAIR VALUE MEASUREMENTS

 

FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not assumptions specific to the entity.

 

ASC 820 specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon the market data obtained from independent sources (observable inputs). In accordance with ASC 820, the following summarizes the fair value hierarchy:

 

Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

 

Level 2 Inputs – Inputs other than the quoted market prices in active markets that are both observable either directly or indirectly.

 

Level 3 Inputs – Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements.

 

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

While the Company believes its valuation methods are appropriate and consistent with those used by other market participants, the use of different methods or assumptions to estimate the fair value of certain financial statement items could result in a different estimate of fair value at the reporting date. Those estimated values may differ significantly from the values that would have been used had a readily available market for such items existed, or had such items been liquidated, and those differences could be material to the financial statements.

 

 

 

 

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AMERICAN HOMEOWNER PRESERVATION 2015A+, LLC

NOTES TO FINANCIAL STATEMENTS


 

B.FAIR VALUE MEASUREMENTS – CONTINUED

 

The Company has adopted the guidance issued in ASU No. 2015-07, “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent),” which removes the requirement to categorize within the fair value hierarchy all investments measured using the net asset value per share practical expedient and related disclosures. The Company adopted the guidance retrospectively, which removes investments measured using the net asset value per share practical expedient from the fair value hierarchy in all periods presented. The adoption of this accounting guidance did not have a material impact on the Company’s financial statements.

 

The following is a description of the valuation methodologies used by the Company for assets measured at fair value.

 

Valuation of Non-Performing Mortgage Loans

After purchasing a loan, the Company intends to reach out to the obligor on the mortgage loan to achieve a speedy resolution that is acceptable to both the obligor and the Company through one or more of the following resolutions: A) The obligor is able to refinance the mortgage loan and continue to reside in the underlying real estate; B) Without refinancing, the Company accepts a discounted lump sum to sell the mortgage loan and the obligor continues to reside in the underlying real estate; C) The Company will modify the terms of the mortgage loan and the obligor continues to reside in the underlying real estate; D) Where the obligor cannot afford to stay in the real estate, the Company will take ownership of the underlying real estate, either on a consensual basis or through repossession by foreclosure, and sell it to another party. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its proposed offering (as described in Note G), although substantially all of the net proceeds of the proposed offering are intended to be generally applied toward these business purposes. There is no assurance that the company will be able to successfully affect the proposed offering.

 

At December 31, 2017, the Company had investments in non-performing mortgage loans totaling $24,540,244, which includes $127,859 of principal payments collected and $2,683,439 of acquisition costs, measured using net asset value as a practical expedient, which are not categorized in the fair value hierarchy.

 

The Company has established valuation processes and policies for its investments to ensure that the methods used are fair and consistent in accordance with ASC 820. The Value of Assets Remaining is primarily the value assigned to the remaining assets as of the time they were purchased, in some cases written down (but not up). The Investment Adviser uses a proprietary pricing tool to evaluate loan purchases. The proprietary pricing tool takes into account factors that include, but are not limited to, the estimated value of the real estate securing each loan and the history of loan payments. The Company reevaluates the value of its assets periodically.

 

C.DUE FROM BROKER

 

The Company executes securities transactions and enters into security positions through certain securities brokers. The Company is subject to counterparty risk to the extent that a broker with whom it conducts business may be unable to fulfill contractual obligations on the Company’s behalf. The General Partner monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. At December 31, 2017, the cash deposit amounts due from broker totaled $454,253.

 

 

 

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AMERICAN HOMEOWNER PRESERVATION 2015A+, LLC

NOTES TO FINANCIAL STATEMENTS


 

D.PROMISSORY NOTE PAYABLE

 

The Company executed a secured promissory note dated December 29, 2017 with Keystone National Group, LLC. The interest is assessed on a fixed rate basis, at rate of 12% per annum. The Note is collateralized by various non-performing mortgage loans and other assets of the Company. At December 31, 2017, the amount due to Keystone National Group, LLC is $7,000,000. The Note matures on December 29, 2019.

 

E.CREDIT RISK

 

The Company is subject to credit risk to the extent that the banks and brokers the Company conducts business with are unable to fulfill their contractual obligations and the amounts exceed those insured by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Management of the Company monitors these counterparties and does not expect any losses.

 

F.RELATED PARTY TRANSACTIONS

 

The Company will bear a monthly management fee equal to 0.1667% (2% annually) of the aggregate capital accounts of the members as of the last day of each calendar month, plus an annual fee equal to $60 for each active asset of the company. Such management fee shall be paid to the Managing Member no later than the fifteenth (15th) day of the following month. The Managing Member shall be responsible for the compensation of the Investment Adviser. The Company will also bear fees, costs, and expenses as reasonably determined by the Managing Member.

 

American Homeowner Preservation, LLC, or “AHP,” is an affiliate of the Company. The Managing Member of the Company is also the Managing Member of AHP, and the Investment Manager of the Company is also the Investment Manager of AHP. During the year, the Company had two outstanding loans payable to AHP. AHP loaned money to the Company as needed with no interest and no specific timeframe to be paid back. As of December 31, 2017, the Company has no outstanding loans payable to AHP.

 

Due from related parties represents amounts receivable to the Company for payments made on behalf of related companies under common management that enter into similar transactions with the same counterparty. In the event related companies are unable to fulfill their obligations with the counterparty, the Company may be required to perform to the extent the related companies have outstanding obligations. As of December 31, 2017, due from related parties balance totaled $163,925.

 

F.RELATED PARTY TRANSACTIONS - CONTINUED

 

The Managing Member made a capital contribution of $10,000 to the Company in exchange for its Class M Interest, consisting of 10,000 Class M Units.

 

Certain members are affiliated with the Managing Member. The aggregate value of the affiliated members’ share of members’ equity at December 31, 2017 is $20,591, consisting of 20,591 Class A Units.

 

 

 

 

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AMERICAN HOMEOWNER PRESERVATION 2015A+, LLC

NOTES TO FINANCIAL STATEMENTS


 

G.MEMBERS’ EQUITY

 

The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Company, and no member of the Company is obligated personally for any such debt, obligation, or liability.

 

The Company allows for accredited and non-accredited investors. The Securities and Exchange Commission (SEC) has specific requirements that need to be met to be considered an accredited investor. Non-accredited investors have a limitation on how much can be invested in the Offering. The Interests in the Company are divided into two classes of interest: “Class A Interests” (or “Class A Units”) and “Class M Interests” (or "Class M Units”). All of the Class M Interests shall be owned by the Managing Member, as defined in Note E. The Class A Interests shall be owned by members whose subscriptions are accepted by the Managing Member to own Class A Interests, which may include the Managing Member and/or its affiliates.

 

Members owning a Class A Interest are referred to as “Class A Members” and members owning a Class M Interest are referred to as “Class M Members.” The Class A Interest of a Class A Member shall be equal to a fraction, the numerator of which is such Class A Member’s Capital Contribution to the Company and the denominator of which is the aggregate of all Capital Contributions made to the Company.

 

The Managing Member shall manage and conduct the business and affairs of the Company, in accordance with the operating agreement. No other member shall participate in the management of the Company.  Therefore, Class A Members have no voting rights.  The Managing Member is under no obligation to fund Company cash flow deficits, incur the obligations, debts, or liabilities of the Company, or otherwise provide direct or indirect financial assistance to the Company.

 

Each Class A Member shall make a Capital Contribution to the Company in an amount determined by the Managing Member. The Managing Member has made a Capital Contribution of $10,000 to the Company in exchange for its Class M Interest, as described in Note E. The number of interests and capital accounts in the Company are unlimited; however, the Company is limited to no more than $50,000,000 in capital contributions during any period of twelve month period.

 

All distributions made by the Company, including but not limited to distributions in liquidation, are to be made in the following order of priority:  A)  First, the Company is to distribute to each Class A Member an amount equal to the Class A Preferred Return as defined below;  B)  Second, the Company is to distribute to each Class A Member an amount equal to such Class A Member’s Unreturned Investment as defined below; and C): Third, the Company is to distribute the balance to the Class M Members.

 

For the purposes of the foregoing paragraph, the following definitions apply:

 

  · Class A Preferred Return:  An amount such that, as of the date of any distribution, such Class A Member has received a compounded return of 12% with respect to such Class A Member’s Unreturned Investment since the date of such Class A Member’s capital contribution.

 

  ·   Unreturned Investment: Class A Member’s capital contribution, reduced by previous distributions made to such Class A Member.

 

 

 

 

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AMERICAN HOMEOWNER PRESERVATION 2015A+, LLC

NOTES TO FINANCIAL STATEMENTS


 

G.MEMBERS’ EQUITY - CONTINUED

 

The Managing Member must try to return all of the money invested by each Class A Member no later than the fifth (5th) anniversary following the investment. If the Company doesn’t have enough money, Class A Members might receive a return of their investment later than five years, or not at all. If the Company is profitable, its intention is that investors will receive a return of their investment sooner than five years.

 

Likewise, the Company’s profits and losses are allocated 100% to Class A Interests outstanding on a pro rata basis until a 12% compounded return on all Class A Interests’ Unreturned Investment is achieved. All profits and losses thereafter are allocated to Class M Interests outstanding on a pro rata basis. For the year ended December 31, 2017, the Company’s net income was allocated 100% to the Class A Interests.

 

H.PROPOSED OFFERING

 

The Proposed Offering calls for the Company to offer for sale under Regulation A up to $50,000,000 of its Class A Interests. This offering is finalized and qualified by the Securities and Exchange Commission (SEC) and is not subject to changes.

 

I.MANAGEMENT INDEMNIFICATIONS

 

The Operating Agreement provides general indemnifications to the Managing Member and its respective affiliates, and employees when acting in good faith on behalf of the Company. The Managing Member is unable to estimate any potential future payment amounts and expects the risk of any such loss to be remote, accordingly no accrual has been made for a liability as of December 31, 2017.

 

J.FINANCIAL HIGHLIGHTS

 

The financial highlights presented are for year ended December 31, 2017:

 

   Class A Members 
Total Return:   40.46%
      
Ratios to average Class A Member's equity:     
Total expenses   8.52%
      
Net investment loss   (2.15)%

 

The financial highlights presented are for the Company’s Class A Members as whole. Due to the timing of equity contributions and distributions, an individual Class A Member’s returns may vary. The net investment loss ratio excludes realized and unrealized gains.

 

K.SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through April 17, 2018, the date the financial statements were available to be issued. Based on the evaluation, no material events were identified which require adjustment or disclosure.

 

 

 

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Item 8.     Exhibits

 

The following Exhibits are filed as part of this Offering Statement:

 

Exhibit A

Operating Agreement – The agreement by and among the Company and all of its members captioned “Limited Liability Company Agreement” and dated January 21, 2016.*

Filed as Exhibit 1A-2B to the Company’s Form 1-A filed on April 26, 2016, available here:

https://www.sec.gov/Archives/edgar/data/1667307/000121465916010965/0001214659-16-010965-index.htm

   
Exhibit B

Investment Management Agreement – The agreement captioned “Investment Advisory and Management Services Agreement” between the Company and AHP Capital Management LLC, dated January 27, 2016.*

Filed as Exhibit 1A-2B to the Company’s Form 1-A filed on April 26, 2016, available here:

https://www.sec.gov/Archives/edgar/data/1667307/000121465916010965/0001214659-16-010965-index.htm

   
Exhibit C

Trust Agreement – The agreement captioned “Amended and Restated Trust Agreement” by and among the Company, AHP Capital Management LLC, and U.S. Bank Trust National Association, dated October 29, 2014.*

Filed as Exhibit 1A-2B to the Company’s Form 1-A filed on April 26, 2016, available here:

https://www.sec.gov/Archives/edgar/data/1667307/000121465916010965/0001214659-16-010965-index.htm

   
Exhibit D Consent of Independent Auditor
   
Exhibit E Certificate of Formation*

Filed as Exhibit 1A-2B to the Company’s Form 1-A filed on April 26, 2016, available here:

https://www.sec.gov/Archives/edgar/data/1667307/000121465916010965/0001214659-16-010965-index.htm

   

 

 

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

American Homeowner Preservation 2015A+, LLC

 

By: American Homeowner Management, LLC, as Manager

By: /s/ Jorge Newbery                          

       Jorge Newbery, Chairman

 

Date: May 1, 2018

 

 

 

 

 

 

 

 

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