10-K 1 f2008_10k.htm CHURCH LOANS 10-K Church Loans 10-K


United States
Securities and Exchange Commission

 

Washington, D.C. 20549

 

____________

 

FORM 10-K

 


x

ANNUAL REPORT PRUSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2008


OR


£

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ .


 

Commission File No. 0-8117

 

____________

 

CHURCH LOANS & INVESTMENTS TRUST

®

 

(Exact name of registrant as specified in its charter)

 

 

Texas

 

75-6030254

(State or other jurisdiction of
incorporation or organization)

 

(IRS Employer
Identification No.)

 

 

 

5305 W Interstate 40
Amarillo, Texas 79106-4759

(Address of principal executive office)

 

 

 

(806) 358-3666

(Issuer’s telephone number including area code)

____________

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of Each Class

 

Name of each Exchange on
which registered

Shares of Beneficial Interest,
$0.00 par value per share

 

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes £ No x

 

 

 







Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes £ No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No £

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Large accelerated filer £

 

Accelerated filer £

 

Non-accelerated filer £

 

Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes £ No x

 

The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $30,863,428 as of September 30, 2007.

 

The number of shares outstanding of each of the issuer’s classes of common stock, as of June 25, 2008 is 10,217,094 shares of beneficial interest.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None

 

 

 

 

 

 

 

 

Transitional Small Business Disclosure Format (check one) Yes £ No x





CHURCH LOANS & INVESTMENTS TRUST

Index To FORM 10-K

For the Year Ended March 31, 2008

INDEX

Page

Part I

 

 

 

 

 

Item 1.

Business

1

 

Item 2.

Properties

3

 

Item 3.

Legal Proceedings

3

 

Item 4.

Submission of Matters to a Vote of Security Holders

3

 

 

 

 

Part II

 

 

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

3

 

Item 6.

Selected Financial Data

4

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

4

 

Item 7(A).

Quantitative and Qualitative Disclosures About Market Risk

14

 

Item 8.

Financial Statements and Supplementary Data

15

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

32

 

Item 9A(T).

Controls and Procedures

32

 

Item 9(B).

Other Information

32

 

 

 

 

Part III

 

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

32

 

Item 11.

Executive Compensation

34

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

35

 

Item 13.

Certain Relationships and Related Transactions and Director Independence

36

 

Item 14.

Principal Accountant Fees and Services

37

 

 

 

 

Part IV

 

 

 

 

 

Item 15.

Exhibits and Financial Statement Schedules

37

 

 

 

 

Signatures

39

 

 

 

 

 






CHURCH LOANS & INVESTMENTS TRUST

(A Real Estate Investment Trust)




FORWARD-LOOKING STATEMENTS DISCLOSURE


This Annual Report includes forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact made in this discussion are forward-looking, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “continue” or other similar words. The forward-looking statements are based upon management’s current plans and expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including:


 

 

 

 

Competition in the business of making loans to churches;

 

 

 

 

A decline in general economic conditions;

 

 

 

 

A decline in real estate values affecting the value of the collateral securing our loans;

 

 

 

 

A rise in interest rates resulting in higher cost of funds to us prior to the re-pricing of the loans owing to us;

 

 

 

 

Our inability to borrow funds and at reasonable rates of interest;

 

 

 

 

General risks of lending;

 

 

 

 

Change in federal or state laws affecting our operations;

 

 

 

 

Loss of critical management; and

 

 

 

 

Other risks.


These risks and uncertainties are not intended to be exhaustive and should be read in conjunction with other cautionary statements made in this report.


PART I


Item 1: BUSINESS


Church Loans & Investments Trust (which we refer to in this report as “we”, “us”, “our”, “Church Loans”, “Trust” and the “Company”) is a real estate investment trust organized under the laws of the State of Texas in March 1963. Although we have the authority to engage in the business of buying, selling and leasing of real estate, we have heretofore restricted our business activities primarily to making loans to churches and other nonprofit organizations and assisted living centers which are secured by a first mortgage on real estate owned by such borrowers.


The period of duration of the Trust, unless dissolved in accordance with law, or by the consent of the owners of our shares of beneficial interest, is perpetual. We may be dissolved by the affirmative vote of not less than fifty percent of the owners of our outstanding shares.


The control and management of our properties, and all powers necessary or appropriate to effect any and all of the purposes for which we are organized, is vested in the Board of Trust Managers.


We are qualified as a "real estate investment trust" under Sections 856-858 of the Internal Revenue Code of 1986 as amended (the "Internal Revenue Code" or "Code"). It is our intention to continue to qualify as a real estate investment trust under the Code.


We maintain an office located at 5305 I-40 West, Amarillo, TX 79106 (telephone 806/358-3666).


The number of shares of beneficial interest which we are authorized to issue is unlimited. There are 10,217,094 issued and outstanding shares of beneficial interest in the Trust. Shareholder’s Equity is $31,183,304 as of March 31, 2008.


Our primary debt obligations consist of our bank line of credit owing to Amarillo National Bank and Master Note Agreements with various persons. The bank line of credit with Amarillo National Bank provides for a line of credit up to $35,000,000, and matures December 31, 2008.


As mentioned above, we are primarily engaged in the business of making mortgage loans to churches and other nonprofit organizations and assisted living centers. Originally, our Declaration of Trust required a debt-



- 1 -




to-value ratio of not greater than 66 2/3%. However, at our annual meeting of shareholders held on July 16, 2004, the shareholders approved an Amended and Restated Declaration of Trust and Bylaws that raised the debt-to-value ratio to 85% unless substantial justification exists because of the presence of other underwriting criteria. Most of our present loans were made based upon the prior 66 2/3% debt-to-value ratio. We make both long-term mortgage loans and short-term interim or construction loans to finance the construction of church buildings, the construction of assisted living centers, the purchase of real estate, or the refinancing of existing indebtedness. Most of the interim loans presently being made are associated with bond offerings of churches and other nonprofit organizations and assisted living centers. These interim loans are scheduled to be repaid from the proceeds of the bond offerings.


We are not limited to the location of the property securing any loans in which we may invest and we seek to spread our investments in areas of the United States where favorable yields prevail.


As of March 31, 2008 we had 117 permanent and interim mortgage loans and investments in church bonds having a principal balance, net of unamortized purchase discounts, deferred commitment fees and allowance for credit losses, of $66,145,810, with the average principal amount thereof being $565,349. The interest rates on these loans vary from 5% to 12% per annum with the weighted average interest rate of mortgage loans and church bonds being 8.39% per annum at March 31, 2008. The original terms of these loans vary from one year to thirty years, with the majority being for a term of twenty years.


During the fiscal year ending March 31, 2008, our net income was $3,267,444, as compared to $2,669,750 in fiscal 2007, an increase of 22%. Such increase in our net income was due to an increase in our net interest income and an increase in other income due to the gain on the sale of other real estate owned.


Our net income for each of the quarters during fiscal 2008 was as follows: first quarter-$871,580; second quarter-$719,192; third quarter-$928,031; and fourth quarter-$748,641.


Our operational expense increased from $1,261,553 during fiscal 2007 to $1,653,039 in fiscal 2008. Our operational expense included general and administrative expenses and compensation to members of the Board of Trust Managers. This increase is attributable to an increase in general and administrative expenses of $390,086 or 32%. This increase in general and administrative expenses is primarily attributable to an increase in expenses related to other real estate owned and non-performing loans.


During fiscal 2008, we advanced loan proceeds of $32,306,970 on 25 interim loans and 11 permanent loans. Most, if not all, of such loans bear interest at a variable rate varying from 1.5% to 2% per annum in excess of the prime rate of interest published by the Wall Street Journal and known as the "Wall Street Journal Prime."


During fiscal 2008, we employed a total of 6 full time employees and employed, as needed, 2 additional part-time persons who worked on a contract basis.


The business conditions in which we operate have become more competitive in the past several years as more and more banks are re-entering the business of making loans to churches, especially loans to the more desirable, less risky, established churches. If this trend continues, the rates and fees which we can charge may decrease or the types of loans we make may involve more risk. Furthermore, current economic conditions in the U.S. seem to have slowed church building projects. Loan demand seems to have significantly softened during fiscal 2008.


At your request, we will provide you, without charge, a copy of any exhibits to this Annual Report on Form 10-K. If more information is needed, please call, write or e-mail us at:


Church Loans & Investments Trust

Attn: Mr. Kelly Archer

5305 I-40 West

Amarillo, Texas 79106

Telephone: (806) 358-3666

E-mail: karcher@churchloans.com




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Our fiscal year ends on March 31. We file annual, quarterly and other information with the Securities and Exchange Commission (the “SEC”). You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Furthermore, our SEC filings are also available to the public at the SEC maintained internet site at http://www.sec.gov. Our internet address is http://www.churchloans.com. Our website includes a link to the SEC website referred to above at which our SEC filings are available.


Item 2: PROPERTIES


We maintain as our only place of business our offices located at 5305 I-40 West, in Amarillo, Texas. Such building is owned by us and is occupied solely by us. There is no debt owed by us in regard to this real property.


Our real properties, net of depreciation and excluding real estate acquired through foreclosure, are not a significant portion of our assets, representing less than 1% of our total assets.


As previously mentioned, our primary business is the making of mortgage loans, almost exclusively, first mortgage loans, to churches and other nonprofit organizations and assisted living centers. Our Bylaws, as amended, restrict our investments to loans secured by a mortgage, deed of trust, or other lien covering real property with the amount of such loans not to exceed 85% of the value of the real property securing such loan. The Bylaws may be amended by majority vote of the Board of Trust Managers. The Board of Trust Managers' general policy is to limit investment of our assets in any one mortgage loan to not more than approximately 20% of shareholder equity or $6,000,000. However, at the discretion of the Board of Trust Managers, we may make and have made loans in excess of such limit. All of our investment in mortgage loans is for the purpose of earning income.


Item 3: LEGAL PROCEEDINGS


None.


Item 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


None.


PART II



Item 5:

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


(a)

Market Information


There is no established public trading market for our shares of beneficial interest. During fiscal year 2008, a total of 391,241 shares were sold in the secondary market at prices ranging from $2.50 to $3.50 per share. The last sale during the fiscal year was at $3.00 per share. During fiscal year 2007, a total of 262,186 shares were sold in the secondary market at prices ranging from $3.25 to $3.90 per share.


The range of high and low bid information for shares of beneficial interest for each quarter within the last two fiscal years is as follows:


Quarter

 

Fiscal 2008

 

Fiscal 2007

 

 

High

Low

 

High

Low

 

 

 

 

 

 

 

April-June

 

3.50

3.30

 

3.50

3.25

 

 

 

 

 

 

 

July-September

 

3.35

3.00

 

3.60

3.25

 

 

 

 

 

 

 

October-December

 

3.25

3.00

 

3.60

3.40

 

 

 

 

 

 

 

January-March

 

3.25

2.50

 

3.90

3.25




- 3 -




The source of the above information is our own records. We serve as the Transfer Agent for our shares.


(b)

Holders


On March 31, 2008, there were 2,671 shareholders of Church Loans.


(c)

Dividends


Cash dividends on all our outstanding shares of beneficial interest are declared twice annually to shareholders of record as of March 31 and December 31. Dividends paid during fiscal years 2007 and 2008 were as follows: Fiscal Year 2007: Dividend/Share $.25 per share (Based on three months of fiscal 2006 taxable income and nine months of fiscal 2007 taxable income); Fiscal Year 2008: Dividend/Share $.31 per share (Based on three months of fiscal 2007 taxable income and nine months of fiscal 2008 taxable income).


An additional dividend of $.07 per share was declared in April 2008 based upon fiscal 2008 taxable income (see Note 5 of the Notes to Financial Statements). This additional dividend was paid during fiscal 2009 to shareholders of record as of March 31, 2008.


(d)

Securities authorized for issuance under equity compensation plans.


None.


(e)

Performance graph.


Not applicable.


(f)

Sales of Unregistered Securities.


None.


(g)

Report of Use of Proceeds of Sales of Recently Registered Securities


None.


(h)

Repurchases of Shares


None.


Item 6: SELECTED FINANCIAL DATA


Not applicable


Item 7:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


Critical Accounting Policies


Our accounting and reporting policies are in accordance with accounting principles generally accepted in the United States of America. Our significant accounting policies are described in the notes to the financial statements. Certain accounting policies require management to make significant estimates and assumptions, which have a material impact on the carrying value of certain assets and liabilities, and we consider these to be critical accounting policies. The estimates and assumptions used are based on historical experience, as well as other factors, which management believes to be reasonable under the circumstances. Actual results could differ significantly from these estimates and assumptions, which could have a material impact on the carrying value of assets and liabilities at the balance sheet dates and results of operations for the reporting periods.


We believe that the following critical accounting policies require the most significant estimates and assumptions that are particularly susceptible to a significant change in the preparation of our financial statements.



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Revenue Recognition. We accrue interest income as it is earned. All past due loans are reviewed monthly by management and the Audit Committee. A past due loan is evaluated based upon the payment history, opinion of the ultimate collectability of the principal and interest and other experience factors. The accrual of interest is generally discontinued on loans and church bonds more than 60 days past due unless the credit is well secured and in process of collection. In all cases, loans and bonds are placed on nonaccrual or charged-off at an earlier date, if collection of principal or interest is considered doubtful.


Once a loan is placed on non-accrual, the loan will be classified as either “cash basis” or “capital recovery.” A loan is typically classified as “cash basis” if the Audit Committee believes, based upon several factors, that there is a strong likelihood that the principal of the loan will be recovered, but is concerned that all of the interest will be recovered. If a loan is classified as “cash basis,” then interest payments received will be applied to interest income. A loan is typically classified as “capital recovery” if the Audit Committee believes, based upon several factors, that there is a strong likelihood that we may not be able to recover all of the principal balance of the loan. In the event that a loan is classified as “capital recovery,” then payments received are applied to principal first and then to interest.


The actual decision to place a loan on non-accrual and the classification of the loan as either “cash basis” or “capital recovery” is made by the Audit Committee with input from management.


Non-accrual status loans are returned to an accrual status when in the opinion of the Audit Committee, based upon input from management, that such is warranted based upon the passing of a sufficient time period during which the principal and interest have become current and remain current and, therefore, the loan, both principal and interest, is anticipated to be fully collectible.


Allowance for Credit Losses. The Audit Committee reviews the allowance for credit losses at the end of each quarter. The provision for losses is based on an amount that is adequate, in the opinion of the Audit Committee, based upon input from management, to absorb losses inherent in the existing portfolio. The evaluation, which includes a review of all loans on which full collection may not be reasonably assumed, considers among other factors, general economic conditions, the fair market value or estimated net realizable value of the underlying collateral securing the loan, past experience, trends in loan delinquency and other factors that warrant recognition in providing for an adequate allowance to absorb inherent losses. The evaluation by the Audit Committee includes a review of a quarterly grading methodology performed by management on all past-due loans. The Audit Committee, based upon its evaluation and review, then makes a recommendation to the full Board of Trust Managers as to the recommended amount of the credit loss reserve. The Board of Trust Managers, based upon the recommendation of the Audit Committee, establishes the amount of the allowance for credit losses and any adjustments to such allowance.


Other Real Estate Owned. Other real estate owned (OREO) represents property acquired as a result of a foreclosure of a mortgage note(s) held by Church Loans. OREO is recorded at estimated fair value less cost to sell at date of foreclosure, establishing a new cost basis. After foreclosure, OREO is carried at the lower of the carrying amount or estimated fair value minus estimated cost to sell. Impairment losses are charged to operations. Costs of the foreclosure, insurance and other costs associated with carrying the property are expensed.


Management has discussed our critical accounting policies and the development, selection and disclosure of the estimates and alternatives with the Audit Committee of the Board of Trust Managers and obtained their approval of the applicable disclosures contained in this report.


Overview


Church Loans was founded in May of 1959 and was organized to assist churches with the financing of purchases and construction of church facilities. Church Loans has also made loans for the financing of assisted living centers. Although we were originally organized under the corporate structure, we reorganized in 1963 as a real estate investment trust in order to take advantage of the favorable provisions of the federal tax law applicable to real estate investment trusts.


Our loan portfolio consists primarily of loans to churches and is comprised of both permanent loans and interim construction loans. Although, we have purchased existing loans from other lenders, our primary operating strategy is to originate, either through mortgage loan brokers, church bond broker-dealers or directly to churches, mortgage loans  secured by a  first mortgage against a church’s  buildings and related  facilities. We

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rarely, if ever, sell a loan and, therefore, we intend to hold our loan portfolio to maturity. Our underwriting standards normally include compiled, reviewed or audited financial statements depending on the size of the loan, a fair market value appraisal prepared by an independent appraiser, a first mortgage on the property of the church insured by a title insurance policy issued by a national title company, applicable fire and extended casualty insurance on the collateral and such other requirements as determined by management on a case by case basis. Also, as part of our due diligence, management normally makes, prior to funding, an onsite inspection of the property that is to secure the loan.


Originally, our Declaration of Trust required a debt-to-value ratio of not greater than 66 2/3%. However, at our annual meeting of shareholders held on July 16, 2004, the shareholders approved an Amended and Restated Declaration of Trust and Bylaws that raised the debt-to-value ratio to 85% unless substantial justification exists because of the presence of other underwriting criteria. Most of our present loans were made based upon the prior 66 2/3% debt-to-value ratio.


As a real estate investment trust, we are required by Section 857 of the Internal Revenue Code, as amended, to distribute at least 90% of our taxable net income to our shareholders. Dividends are based on taxable income which varies from net income reported in the financial statements because of temporary differences (differences between the tax basis of an asset or liability and its reported amount in the financial statements that will result in taxable or deductible amounts in future years). Future dividends may be more or less than the net income reported in the financial statements because of variances in these temporary differences.


Management is aggressively pursuing quality new loans, both interim and permanent.


Results of Operations—2008 compared to 2007


Our revenues are derived from interest income and fees earned on loans as well as, to a lesser degree, interest earned on church bonds and short-term investments. During the year ended March 31, 2008, interest income and fees increased by $715,722 (11%) over the year ended March 31, 2007.


The increase in interest income and fees for the year ended March 31, 2008, as compared to the year ended March 31, 2007 was primarily attributable to an increase in the loan portfolio during a majority of this period, an increase in the weighted average interest rate on our portfolio of loans and the recognition in income of deferred interest and deferred commitment fees from several loans that were paid in full during the period.


The components of our interest income and fees during the year ended March 31, 2008 as compared to the year ended March 31, 2007 is as follows:


Table 1 – Interest Income and Fees


 

For the Year

 Ended 3/31/08

For the Year

 Ended 3/31/07

Increase (Decrease)

 

 

 

 

 

 

 

  Mortgage loans

$ 4,477,815 

 

$ 3,710,637 

 

$ 767,178 

 

 

 

 

 

 

 

 

  Interim loans

1,810,856 

 

2,054,813 

 

( 243,957)

 

 

 

 

 

 

 

 

  Commitment Fees

897,255 

 

627,535 

 

269,720 

 

 

 

 

 

 

 

 

  Other Income and Fees

118,876 

 

196,095 

 

( 77,219)

 

 

 

 

 

 

 

 

  Total

$ 7,304,802 

 

$ 6,589,080 

 

$ 715,722 

 


The net increase in total interest income on mortgage loans and interim loans of $523,221 represents an increase of 9% for the fiscal year ended March 31, 2008 as compared to the fiscal year ended March 31, 2007. Primary contributors to this increase are the increase in the loan portfolio during a majority of the year ended March 31, 2008 as compared to the same period ended March 31, 2007 and the increase in the weighted average interest rate on our portfolio of loans.



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The following table compares our portfolio of loans, net of mortgage discounts and deferred commitment fees, as of March 31, 2008 to March 31, 2007:


Table 2 – Mortgage Loans, Church Bonds and Interim Loans as of March 31, 2008 and 2007


 

Type of Loan

03/31/08

03/31/07

Increase

(Decrease)

 

 

 

 

 

 

 

 

Total mortgage and church bonds

$55,220,408 

$54,225,179 

$ 995,229 

 

 

 

 

 

 

 

 

Performing mortgage and church bonds

50,389,558 

49,329,067 

1,060,491 

 

 

 

 

 

 

 

 

Total interim loans

12,711,879 

19,344,751 

(6,632,872)

 

 

 

 

 

 

 

 

Performing interim loans

11,611,879 

18,244,751 

(6,632,872)

 

 

 

 

 

 

 

 

Total loan portfolio

67,932,287 

73,569,930 

(5,637,643)

 

 

 

 

 

 

 

 

Total performing loan portfolio

62,001,437 

67,573,818 

(5,572,381)

 


Although the amount of our mortgage loans, church bonds and interim loans decreased as of March 31, 2008 as compared to March 31, 2007, most of that decrease occurred during the last five months of the year ended March 31, 2008. As of September 30, 2007, total mortgage loans, church bonds and interim loans were $78,164,491 as compared to $67,932,287 as of March 31, 2008, a decrease of $10,232,204. Most of this is the result of a decrease in the amount of interim loans. Interim loans decreased from $21,861,429 as of September 30, 2007 to $12,711,879 as of March 31, 2008, a decrease of $9,149,550. Mortgage loans, exclusive of church bonds and before purchase discounts, decreased slightly from $57,245,714 to $57,186,949 during this same period.


Therefore, although the total amount of mortgage loans, church bonds and interim loans decreased as of March 31, 2008 as compared to March 31, 2007, for the first 7 months of the year ended March 31, 2008, the amount of our loan portfolio was at levels actually higher than the same period during the year ended March 31, 2007. This increase contributed to the increase in interest income and fees for the period ended March 31, 2008.


In fact, the monthly average amount of the portfolio for the year ended March 31, 2008 was $74,145,281 as compared to $72,764,480 for the year ended March 31, 2007. Therefore, the monthly average of our loan portfolio was $1,380,801 higher than in fiscal 2007. See Table 3 below.


Table 3 – Month-End Portfolio Values


 

 


Month

Fiscal

2008

 

 

Fiscal

2007

 

 

Difference

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April

$76,633,365 

 

 

$71,229,693 

 

 

$5,403,672 

 

 

 

May

74,402,362 

 

 

70,033,131 

 

 

4,369,231 

 

 

 

June

77,318,596 

 

 

70,085,315 

 

 

7,233,281 

 

 

 

July

77,050,258 

 

 

73,924,739 

 

 

3,125,519 

 

 

 

August

78,632,092 

 

 

72,284,878 

 

 

6,347,214 

 

 

 

September

78,164,491 

 

 

70,099,127 

 

 

8,065,364 

 

 

 

October

76,550,786 

 

 

69,749,027 

 

 

6,801,759 

 

 

 

November

74,278,746 

 

 

76,880,831 

 

 

(2,602,085)

 

 

 

December

71,740,455 

 

 

78,395,673 

 

 

(6,655,218)

 

 

 

January

68,258,173 

 

 

73,521,539 

 

 

(5,263,366)

 

 

 

February

68,781,764 

 

 

73,399,875 

 

 

(4,618,111)

 

 

 

March

67,932,287 

 

 

73,569,930 

 

 

(5,637,643)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Monthly Average:

$74,145,281 

 

 

$72,764,480 

 

 

$1,380,801 

 




- 7 -




Non-performing loans, church bonds and interim loans decreased slightly from $5,996,112 as of March 31, 2007 to $5,930,850 as of March 31, 2008, a decrease of $65,262. The accrual of interest on these loans has been discontinued. If interest on these mortgage loans, church bonds and interim loans had been accrued as earned, interest and fees on loans would have been increased by approximately $458,000 and $350,000 for the years ended March 31, 2008 and 2007, respectively. Interest income actually recognized on such loans during 2008 and 2007 was approximately $175,000 and $290,000, respectively.


The weighted average interest rate on our loans and church bonds increased from 8.31% as of March 31, 2007 to 8.39% as of March 31, 2008. This increase in the weighted average interest rate on our loans contributed to the increase in our interest income during fiscal 2008 as compared to fiscal 2007.


Table 4 – Weighted Average Interest Rates on Our Loan Portfolio For Each Month in the Years Ended March 31, 2008 and March 31, 2007



 

 


Month

Fiscal

2008

 

 

Fiscal

2007

 

 

Difference

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April

8.31

 

 

7.88

 

 

.43

 

 

 

May

8.37

 

 

7.94

 

 

.43

 

 

 

June

8.45

 

 

8.01

 

 

.44

 

 

 

July

8.49

 

 

8.19

 

 

.30

 

 

 

August

8.57

 

 

8.17

 

 

.40

 

 

 

September

8.57

 

 

8.12

 

 

.45

 

 

 

October

8.51

 

 

8.12

 

 

.39

 

 

 

November

8.54

 

 

8.28

 

 

.26

 

 

 

December

8.51

 

 

8.35

 

 

.16

 

 

 

January

8.36

 

 

8.28

 

 

.08

 

 

 

February

8.35

 

 

8.29

 

 

.06

 

 

 

March

8.39

 

 

8.31

 

 

.08

 



Commitment fees earned during the year ended March 31, 2008 were $897,255 as compared to $627,535 for the year ended March 31, 2007, an increase of $269,720 or 43%. Included in the commitment fees earned during fiscal 2008 are $273,338 of deferred commitment fees recognized from 8 loan payoffs during fiscal 2008 and commitment fees recognized as income upon the favorable resolution of certain litigation involving a commitment.


Net income for the year ended March 31, 2008 was $3,267,444 ($.32 per share), an increase of $597,694 (22%) as compared to the year ended March 31, 2007. This increase was primarily attributable to the increase in net interest income and to an increase in other income due to the gain on the sale of other real estate owned.

 

Net interest income increased from $3,808,041 for the year ended March 31, 2007 to $4,554,883 for the year ended March 31, 2008, an increase of $746,842 (20%). This increase in our net interest income for the year ended March 31, 2008 as compared to the year ended March 31, 2007 was primarily the result of an increase in our interest income and fees.


Our total liabilities decreased from $43,895,791 as of March 31, 2007 to $37,673,019 as of March 31, 2008. Furthermore, the weighted average interest rate on our debt decreased from 6.96% as of March 31, 2007 to 4.73% as of March 31, 2008. Our interest expense decreased slightly from $2,781,039 for the year ended March 31, 2007 to $2,749,919 for the year ended March 31, 2008, a decrease of $31,120 or 1%.


Although our interest expense for the year ended March 31, 2008 is slightly less than for the same period ended March 31, 2007, for the first 6 months of the year ended March 31, 2008, the weighted average interest on our debt was higher than the same period for the year ended March 31, 2007. Likewise, for the first 7 months of the year ended March 31, 2008, our total debt was higher than for the same months in the year ended March 31, 2007. We greatly benefited from the significant drop in interest rates during the last 6 months of the fiscal year ended March 31, 2008 and the reduction in our debt during the last 5 months of fiscal 2008. These lower rates and our lower debt more than offset the higher rates and higher debt during the first part of fiscal 2008.




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The following table sets forth the weighted average interest rates on our debt for each month during the year ended March 31, 2008 as compared to same period ending March 31, 2007:


Table 5 - Weighted Average Interest Rates on All Debt For Each Month in the Years Ended March 31, 2008 and March 31, 2007


 

 

Month

 

Fiscal

2008

 

Fiscal

2007

 

Difference

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April

 

 

6.96

 

 

6.64

 

 

.32 

 

 

 

May

 

 

6.96

 

 

6.64

 

 

.32 

 

 

 

June

 

 

6.96

 

 

6.75

 

 

.21 

 

 

 

July

 

 

6.96

 

 

6.73

 

 

.23 

 

 

 

August

 

 

6.96

 

 

6.75

 

 

.21 

 

 

 

September

 

 

7.13

 

 

6.96

 

 

.17 

 

 

 

October

 

 

6.60

 

 

6.96

 

 

(.36)

 

 

 

November

 

 

6.27

 

 

6.96

 

 

(.69)

 

 

 

December

 

 

6.35

 

 

6.98

 

 

(.63)

 

 

 

January

 

 

6.06

 

 

6.98

 

 

(.92)

 

 

 

February

 

 

4.75

 

 

6.98

 

 

(2.23)

 

 

 

March

 

 

4.73

 

 

6.96

 

 

(2.23)

 



The following table illustrates the average month end liabilities for the year ended March 31, 2008 as compared to the same period ended March 31, 2007:


Table 6 - Month End Total Liabilities for Each Month in the Fiscal Years Ended March 31, 2008 and March 31, 2007


 

 

Month

Fiscal 2008

 

Fiscal 2007

 

Difference

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April

$47,284,800 

 

 

$40,992,486 

 

 

$6,292,314 

 

 

 

May

44,867,392 

 

 

39,568,409 

 

 

5,298,983 

 

 

 

June

47,709,101 

 

 

39,765,951 

 

 

7,943,150 

 

 

 

July

47,063,265 

 

 

42,868,388 

 

 

4,194,877 

 

 

 

August

48,301,384 

 

 

40,972,473 

 

 

7,328,911 

 

 

 

September

47,651,214 

 

 

38,752,834 

 

 

8,898,380 

 

 

 

October

44,946,863 

 

 

38,084,238 

 

 

6,862,625 

 

 

 

November

42,493,993 

 

 

45,957,216 

 

 

(3,463,223)

 

 

 

December

42,143,907 

 

 

48,304,871 

 

 

(6,160,964)

 

 

 

January

36,229,570 

 

 

43,755,936 

 

 

(7,526,366)

 

 

 

February

38,439,461 

 

 

43,919,606 

 

 

(5,480,145)

 

 

 

March

37,673,019 

 

 

43,895,791 

 

 

(6,222,772)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Monthly Average:

$43,733,664 

 

 

$42,236,516 

 

 

$1,497,148 

 


General and administrative expenses increased from $1,211,253 for the year ended March 31, 2007 to $1,601,339 for the year ended March 31, 2008, an increase of $390,086 or 32%. This increase in general and administrative expenses is primarily attributable to the payment of insurance, property taxes, attorney’s fees and other expenses relating to property held as a result of the foreclosure of defaulted loans.


Other income increased from $167,809 for the year ended March 31, 2007 to $554,958 for the year ended March 31, 2008, an increase of $387,149. Contributing to this increase is the recognition of gain of $508,555 from the sale of property located in Bronx, NY that was obtained through foreclosure of a defaulted loan.


Also decreasing net income was the $125,000 additional provision for credit losses made during the year ended March 31, 2008. Pursuant to the Audit Committee’s quarterly review of the credit loss reserve, the Audit Committee recommended and the Board of Trust Managers accepted an additional allocation of $125,000 to our provision for credit losses effective for the year ended March 31, 2008. This action was primarily needed in order to provide adequately for losses on two defaulted loans in which we owned participating interests.




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As of March 31, 2008, there were 10,217,094 shares of certificates of beneficial interest outstanding. Net income per share increased from $.26 per share for the year ended March 31, 2007 as compared to $.32 per share for the year ended March 31, 2008. This increase was attributable to the increase in our net income discussed above.


Results of Operations—2007 compared to 2006


During the fiscal year ended March 31, 2007, interest income and fees increased by $301,713 (5%) over the previous fiscal year. The increase in interest income and fees was primarily the result of an increase in the average interest rate on our loan portfolio for the year ended March 31, 2007 as compared to the year ended March 31, 2006.

 

The components of our interest income and fees during the year ended March 31, 2007 as compared to the year ended March 31, 2006 are as follows:


Table 1 – Interest Income and Fees


 

For the Year
Ended 03/31/07

For the Year
Ended 03/31/06

Increase
(Decrease)

 

 

 

 

 

 

 

  Mortgage loans

$ 3,710,637 

 

$ 3,087,813 

 

$ 622,824 

 

 

 

 

 

 

 

 

  Interim loans

2,054,813 

 

1,917,602 

 

137,211 

 

 

 

 

 

 

 

 

  Commitment Fees

627,535 

 

708,897 

 

( 81,362)

 

 

 

 

 

 

 

 

  Other Income and Fees

196,095 

 

573,055 

 

( 376,960)

 

 

 

 

 

 

 

 

  Total

$ 6,589,080 

 

$ 6,287,367 

 

$ 301,713 

 


The increase in total interest income on mortgage loans and interim loans of $760,035 represents an increase of 15% for the fiscal year ended March 31, 2007 as compared to the fiscal year ended March 31, 2006. This increase in interest income was primarily the result of the increase in the average rate of interest on our portfolio of loans during the year ended March 31, 2007 as compared to the year ended March 31, 2006.


The following table compares our portfolio of loans, net of mortgage discounts and deferred commitment fees, as of March 31, 2007 to March 31, 2006:


Table 2 – Mortgage Loans, Church Bonds and Interim Loans as of March 31, 2007 and 2006


 

Type of Loan

03/31/07

03/31/06

Increase

(Decrease)

 

 

 

 

 

 

 

 

 

 

Total mortgage loans, church bonds and interim loans


$73,569,930 

 


$69,859,415 

 


$ 3,710,515 

 

 

 

 

 

 

 

 

 

 

Performing mortgage and church bonds

49,329,067 

 

47,768,224 

 

1,560,843 

 

 

 

 

 

 

 

 

 

 

Performing interim loans

18,244,751 

 

20,131,741 

 

(1,886,990)

 

 

 

 

 

 

 

 

 

 

Total performing loan portfolio

67,573,818 

 

67,899,965 

 

(326,147)

 



Non-performing loans increased from $1,959,450 as of March 31, 2006, to $5,996,112 as of March 31, 2007. Interest income which would have been recorded under the original terms of these loans and church bonds amounted to approximately $350,000 for the year ended March 31, 2007 as compared to $97,000 for the year ended March 31, 2006. Interest income actually recognized on these loans and church bonds was $290,000 and $46,000 for the years ended March 31, 2007 and March 31, 2006, respectively.




- 10 -




The increase in our loan portfolio is evidenced by the difference in our investment in mortgage and interim loans and bonds during fiscal 2007 of $36,390,077 as compared to the payments we received on our loan portfolio during fiscal 2007 in the amount of $31,241,440.


The increase in interest income and fees was primarily the result of the increase in the interest rate on our loan portfolio. The average interest rate on our portfolio of loans and church bonds increased from 7.82% as of March 31, 2006 to 8.31% as of March 31, 2007. The following table compares the average interest rates on our loan portfolio for each month in the years ended March 31, 2007 and March 31, 2006:


Table 3 – Weighted Average Interest Rates on Our Loan Portfolio For Each Month in the Years Ended March 31, 2007 and March 31, 2006


 

 


Month

Fiscal

2007

 

 

Fiscal

2006

 

 

Difference

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April

7.88

 

 

7.47

 

 

.41

 

 

 

May

7.94

 

 

7.55

 

 

.39

 

 

 

June

8.01

 

 

7.82

 

 

.19

 

 

 

July

8.19

 

 

7.82

 

 

.37

 

 

 

August

8.17

 

 

7.89

 

 

.28

 

 

 

September

8.12

 

 

8.24

 

 

(.12)

 

 

 

October

8.12

 

 

7.93

 

 

.19

 

 

 

November

8.28

 

 

7.91

 

 

.37

 

 

 

December

8.35

 

 

8.12

 

 

.23

 

 

 

January

8.28

 

 

7.83

 

 

.45

 

 

 

February

8.29

 

 

7.83

 

 

.46

 

 

 

March

8.31

 

 

7.82

 

 

.49

 


The average interest rate on our total indebtedness increased from 6.64% as of March 31, 2006 to 6.96% as of March 31, 2007. Therefore, our net interest rate margin increased from 1.18% as of March 31, 2006 to 1.35% as of March 31, 2007, an increase of 17 basis points.


Our net income for fiscal 2007 was $2,669,750, a decrease of $567,200 (18%) from the previous fiscal year. Such decrease was primarily attributable to a decrease in our net interest income. Net interest income decreased from $4,314,996 in fiscal 2006 to $3,808,041 in fiscal 2007, a decrease of $506,955 (12%) from fiscal 2006. The decrease in net interest income resulted from the increase in interest expense. Interest expense increased from $1,972,371 for the year ended March 31, 2006 to $2,781,039 for the year ended March 31, 2007, an increase of $808,668 (41%).


Total operating expenses increased from $1,091,909 for the fiscal year ended March 31, 2006 to $1,261,553 for the fiscal year ended March 31, 2007, an increase of $169,644 or 16%. This increase is attributable to an increase in general and administrative expenses of $169,379 or 16%. This increase in general and administrative expenses is primarily attributable to an increase in expenses related to other real estate owned and non-performing loans.


Income from the realization of loan discounts from loan purchases decreased from $472,356 for the year ended March 31, 2006, to $22,947 for the year ended March 31, 2007, a decrease of $449,409. The rather large amount of income from the realization of loan discounts in the year ended March 31, 2006 was primarily the result of the payment of one loan resulting in the recognition of $395,961 in income for the year ended March 31, 2006. This income, which is included in interest income, was characterized as discounted income on mortgage loans since this loan was acquired by us at a price below the principal balance of the loan.


Other income increased from $87,817 for fiscal 2006 to $167,809 for fiscal 2007. Included in fiscal year 2007 other income is a deferred gain of approximately $91,000 from the payoff of a church loan in Trenton, New Jersey.


As of March 31, 2007 there were 10,217,094 shares of certificates of beneficial interest outstanding. Net income per share decreased from $.32 per share for the year ended March 31, 2006 to $.26 per share for the year ended March 31, 2007. This decrease was attributable to the decrease in our net income discussed above.



- 11 -






Liquidity and Capital Resources


Liquidity is a measurement of our ability to meet potential cash requirements, including the repayment of borrowings by us, fund loan commitments, maintain investments and meet our general business expenses and needs. Additionally, to maintain our status as a REIT under the Internal Revenue Code, we must distribute annually at least 90% of our REIT taxable income.


We are engaged primarily in the business of making permanent and interim loans to churches and other non-profit organizations, and to other borrowers, including businesses engaged in the building and operation of assisted living centers. At March 31, 2008 we had seven loans to three different borrowers which are secured by assisted living centers and commercial properties which totaled approximately $11,462,000. Our assets primarily consist of our loan portfolio, real estate acquired through foreclosure and our office building and facilities.


Our operating expenses are comprised of the maintenance of our office building, the payment of the salaries of our management and support staff, office expenses, fees paid to the Board of Trust Managers, and the payment for legal and accounting services. Substantially all of our assets are invested in the permanent and interim loans. Our only potential liquidity problems relate to the timely and proper repayment of the leveraged funds we have borrowed to make loans in excess of our capital and the ability to fund loan commitments which totaled approximately $14,868,000 at March 31, 2008.


Our primary sources of funds for liquidity consist of cash reserves, net cash provided by operations, payments received from the loans comprising our loan portfolio, and funds available through debt financing, including our line of credit agreement with the Amarillo National Bank.


Our level of liquidity based upon cash and cash equivalents increased by $14,575 during the year ended March 31, 2008. During this same period, we invested $32,306,970 in mortgage and interim construction loans using net cash provided by operating activities in the amount of $1,881,000, principal payments received on our loan portfolio in the amount of $38,751,423, payments received on other notes receivables of $1,000 and proceeds from the sale of other real estate owned of $1,025,000. The total liquidity available to invest in mortgage and interim construction loans was reduced by $3,167,300 paid in cash dividends during the year ended March 31, 2008 and the reduction in our borrowings on our bank line of credit and Master Note agreements in the amount of $6,169,578.


Our primary debt obligations consist of our bank line of credit owing to Amarillo National Bank and Master Note Agreements with various persons. Pursuant to our January 31, 2006 loan agreement with the bank, we have a $35,000,000 line of credit for a term of three years, maturing December 31, 2008.


As of March 31, 2008, our total liabilities outstanding were $37,673,019. The amount owing on the line of credit as of March 31, 2008 was $12,903,000. It is anticipated that the line of credit will be renewed at the expiration of such three-year term. In the event that the bank elects not to renew the line of credit, we may, under the terms of the loan agreement, retire the line of credit over a period of time, not to exceed five years, equal to the weighted average remaining term of a pool of our real estate lien notes which would be pledged to secure the remaining balance of the bank line of credit.


At March 31, 2008, loans to us under Master Note Agreements, which are in effect demand notes, totaled $24,537,391. In the past, we have utilized our bank line of credit and the principal paid to us upon our outstanding loan portfolio in order to meet our maturing obligations.


Although our cash and cash equivalents as of March 31, 2008 were only $109,987, the balance which could be borrowed by us upon our bank line of credit as of March 31, 2008 was $22,097,000. The principal payments scheduled to be received on our loan portfolio for the fiscal year ending March 31, 2009 are $13,613,073. Assuming all of these scheduled principal payments are received, these payments, together with the balance available to us on our bank line of credit, would not provide us with sufficient funds to meet our maturing obligations and fund loan commitments without the necessity of borrowing funds from other sources. Based upon our success in obtaining borrowings in the past, we are confident that, should it be necessary, we will be able to obtain additional bank financing in the future in sufficient amounts for us to timely meet all of our obligations.




- 12 -




Should all the scheduled principal payments upon loans not be received, and should we be unable to borrow against our line of credit, and should borrowings from other sources not be available, it would be necessary to sell a portion of our mortgage loan portfolio in order to meet all of our financial obligations. At March 31, 2008, the principal balance of our loan and church bond portfolio was $67,932,287, net of unamortized purchase discounts and deferred commitment fees. The weighted average interest rate on loans and church bonds was 8.39% per annum. In view of the normal marketability of conventional loans, we might be required to discount a majority of these loans in order for them to be attractive for purchase. The principal amount of these loans if discounted to yield a weighted average interest rate of 12%, 14% and 16% would be $47,495,991, $40,710,850, and $35,621,994, respectively. There is no assurance that we would be able to sell all, or a portion of, our portfolio of loans, in which event, it would be necessary to secure a loan, or loans, from a lender in order to meet our financial obligations. There is no assurance that we would be able to secure a loan in such instance. We have sold only one of our loans in our mortgage loan portfolio and, therefore, have limited experience in this area. Furthermore, if required to discount our loans in excess of 15.13%, then we would not realize sufficient funds from the sale of the loans to retire all of our debt.


Principal payments scheduled to be received upon our permanent loan portfolio during the year ending March 31, 2009, if not used to fund new loan commitments, would be used to reduce our outstanding indebtedness. Should we use the payments of principal which shall be received upon our loan portfolio to reduce our outstanding indebtedness, our interest expense will decrease. In such instance, whether the decrease in the interest income will exceed, or be less than, the decrease in the interest expense will largely be dependent upon the prime rate of interest prevailing at such time due to the fact that the interest to be earned upon our mortgage loan portfolio is generally based upon a fixed rate of interest or a variable rate of interest that periodically reprices, while the interest to be paid upon our outstanding debts is directly, or indirectly, tied to the prime rate of interest charged by major banks.


Pursuant to the loan agreement with the bank, we have pledged all of our mortgage loans, church bonds and interim construction loans to the bank to secure the line of credit. The amount owing on the line of credit must not exceed an amount equal to 85% of the outstanding principal amount of the performing mortgage loans and church bonds and 50% of the outstanding principal amount of the performing interim construction loans. Applying that borrowing limit to our loan portfolio as of March 31, 2008, we can borrow up to the entire $35,000,000 line of credit limit. However, during the term of the new loan agreement, we would not have the right to sell our loans, without the bank’s consent, since all of our loans have been pledged to the bank to secure the line of credit. Therefore, under our new loan agreement, it will be very difficult, if not impossible, to sell our loans to meet our financial obligations.


Cash flows from operating activities consist primarily of net income. The primary components of net income are interest income and expense. Interest income should continue to be the main source of cash provided by operating activities; however, the availability of this cash flow is dependent upon the ability of the borrowers to repay loans. Cash provided by operating activities has been and is expected to be a relatively stable source of cash flow.


Cash flows from investing activities results primarily from investment in and payments received on mortgage and interim construction loans and church bonds.


Cash flows from financing activities relate primarily to the borrowings and payments on notes payable and the line of credit. Borrowings are made as funds are needed to make loans or as current obligations become due. Based upon our success to obtain borrowings in the past, we are confident that we will be able to obtain borrowings in the future in sufficient amounts, along with payments to be received on loans, to timely meet our obligations.


Inflation


At March 31, 2008, the weighted average interest rate on our mortgage loan and church bond portfolio was 8.39% per annum while the weighted average interest rate upon all our borrowings was 4.73% per annum resulting in a net interest rate margin of 3.66%. By comparison, as of March 31, 2007, the weighted average interest rate on our mortgage loan and church bond portfolio was 8.31% per annum while the weighted average interest rate on our borrowings was 6.96% per annum resulting in a net interest rate margin of 1.35% per annum. Therefore, our net interest rate margin has increased by 231 basis points during the year ending March 31, 2008 as compared to March 31, 2007. Although a majority of the loans constituting our loan portfolio have been made at rates of interest that generally reprice either daily, annually, or otherwise periodically, a portion of the loans constituting our loan portfolio have been made at fixed rates of interest and therefore are not subject to  being  increased  or  decreased  during the  term of  the  loan.  All of  our  indebtedness is  either directly or



- 13 -




indirectly tied to the prime rate of interest charged by major banking institutions and, therefore, is subject to fluctuation.


During periods of inflation, the prime rate of interest charged by major banking institutions, as well as the interest rate or cost of borrowing money from any lender, generally increases. Consequently, during an inflationary period our interest expense would increase. Since our interest income would not increase as rapidly, an increase in the interest expense would decrease our net income. However, interest income should subsequently increase as variable rate loans reprice.


Should the amount of our loans and the amount of our indebtedness remain constant, and should the weighted average interest rate upon the indebtedness increase to approximately 15.13% per annum, interest income and interest expense would be substantially equal.


Under the terms of the loan agreement with Amarillo National Bank effective January 1, 2006, the interest rate on our line of credit adjusts in accordance with the lesser of the 30-day, 60-day, 90-day or 180-day London Interbank Offered Rates (“LIBOR”) or the J.P. Morgan Chase & Co. prime rate. The interest rate on our Master Note Agreements adjusts as and when the Prime Rate as published by the Wall Street Journal changes. Most of our loans are made on interest rates that are tied to the Prime Rate as published by the Wall Street Journal or a similar index used by major U.S. banking institutions. Therefore, our cost of funds should be tied to an index that is equal to or less than the index used to price our loan portfolio.


Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements or commitments other than our normal loan commitments.


New Accounting Standards


We do not believe the adoption of any recently issued pronouncements by the Financial Accounting Standards Board will have a significant impact on its financial statements.


Item 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable.




- 14 -




Item 8:

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Management’s Report on Internal Control over Financial Reporting


The management of Church Loans & Investments Trust (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. The Company’s management has made a comprehensive review, evaluation and assessment of the Company’s internal control over financial reporting as of March 31, 2008. In making its assessment of internal control over financial reporting, the Company’s management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. In accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the management of the Company makes the following assertions:


Management has implemented a process to monitor and assess both the design and operating effectiveness of internal control over financial reporting.


All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.


The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2008. In making this assessment, it used the criteria set forth by COSO in Internal Control-Integrated Framework. Based on that assessment, management believes that, as of March 31, 2008, the Company’s internal control over financial reporting is effective based on those criteria.


The Company’s Annual Report on Form 10-K for the period ended March 31, 2008 does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in the Annual Report on Form 10-K for the period ended March 31, 2008.



/s/ Kelly Archer

Kelly Archer

President and CEO

(Principal Executive Officer)



/s/ Robert Fowler

Robert Fowler

Senior Vice-President and CFO

(Principal Financial and Accounting Officer)



- 15 -











Report of Independent Registered Public Accounting Firm



The Board of Trust Managers and Shareholders

Church Loans & Investments Trust

Amarillo, Texas


We have audited the accompanying balance sheets of Church Loans & Investments Trust (a real estate investment trust) as of March 31, 2008 and 2007, and the related statements of income, shareholders' equity, and cash flows for each of the years in the three-year period ended March 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing 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 over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Church Loans & Investments Trust as of March 31, 2008 and 2007, and the results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2008 in conformity with accounting principles generally accepted in the United States of America.


Clifton Gunderson LLP


Amarillo, Texas

June 25, 2008



- 16 -





CHURCH LOANS & INVESTMENTS TRUST

(A Real Estate Investment Trust)

BALANCE SHEETS

March 31, 2008 and 2007

 

ASSETS


 

 

 

2008

 

 

2007

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS

 

109,987

 

$

95,412 

 

RECEIVABLES

 

 

 

 

 

 

 

Mortgage loans and church bonds – performing

 

 

50,389,558

 

 

49,329,067 

 

Interim construction loans – performing

 

 

11,611,879

 

 

18,244,751 

 

Nonperforming mortgage loans, church bonds and interim construction loans

 

 

5,930,850

 

 

5,996,112 

 

Less: Allowance for credit losses

 

 

(1,786,477)

 

 

(1,713,249)

 

 

 

 

66,145,810

 

 

71,856,681 

 

Accrued interest receivable

 

 

608,930

 

 

514,175 

 

Notes receivable

 

 

2,000

 

 

3,000 

 

Net receivables

 

 

66,756,740

 

 

72,373,856 

 

PROPERTY AND EQUIPMENT, net of accumulated
depreciation of $536,136 and $534,072 in 2008
and 2007, respectively

 

 

216,996

 

 

219,060 

 

OTHER REAL ESTATE OWNED

 

 

1,735,650

 

 

2,252,095 

 

OTHER ASSETS

 

 

36,950

 

 

38,528 

 

TOTAL ASSETS

 

68,856,323

 

$

74,978,951

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES

 

 

 

 

 

 

 

Notes payable and line of credit:

 

 

 

 

 

 

 

Related parties

 

13,059,425

 

$

11,994,086 

 

Other

 

 

24,380,966

 

 

31,615,883 

 

 

 

 

37,440,391

 

 

43,609,969 

 

Accrued interest payable

 

 

49,617

 

 

122,248 

 

Other

 

 

183,011

 

 

163,574 

 

Total liabilities

 

 

37,673,019

 

 

43,895,791 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Shares of beneficial interest, no par value; authorized
shares unlimited, 10,223,690 shares issued

 

 

29,762,291

 

 

29,762,291 

 

Undistributed net income

 

 

1,437,503

 

 

1,337,359 

 

Treasury shares, at cost (6,596 shares)

 

 

(16,490)

 

 

(16,490)

 

Total shareholders’ equity

 

 

31,183,304

 

 

31,083,160 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

68,856,323

 

74,978,951 

 

 

 

 

 

 

 

 

 

These financial statements should be read only in connection with
the accompanying summary of significant accounting policies
and notes to financial statements.



- 17 -







 

CHURCH LOANS & INVESTMENTS TRUST

 

(A Real Estate Investment Trust)

 

STATEMENTS OF INCOME

 

Years ended March 31, 2008, 2007 and 2006

 

 

 

 

 

2008

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

INTEREST AND FEE INCOME:

 

 

 

 

 

 

 

 

Interest income

$

6,407,547

$

5,961,545

$

5,578,470

 

 

 

 

 

 

 

 

 

 

 

Fee income

 

897,255

 

627,535

 

708,897

 

 

 

 

 

 

 

 

 

 

 

Interest and fee income

 

7,304,802

 

6,589,080

 

6,287,367

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE

 

2,749,919

 

2,781,039

 

1,972,371

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

4,554,883

 

3,808,041

 

4,314,996

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR CREDIT LOSSES

 

125,000

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Net interest income less provision for
possible credit losses

 

4,429,883

 

3,808,041

 

4,314,996

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain (loss) on sale of other real estate owned

 

508,555

 

(13,317)

 

-

 

 

 

 

 

 

 

 

 

 

 

Other

 

46,403

 

181,126

 

87,817

 

 

Other income

 

554,958

 

167,809

 

87,817

 

 

 

 

 

 

 

 

 

 

 

OTHER OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

1,601,339

 

1,211,253

 

1,041,874

 

 

 

 

 

 

 

 

 

 

 

Board of Trust Managers’ fees

 

51,700

 

50,300

 

50,035

 

 

 

 

 

 

 

 

 

 

 

Total other operating expenses

 

1,653,039

 

1,261,553

 

1,091,909

 

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

3,331,802

 

2,714,297

 

3,310,904

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

64,358

 

44,547

 

73,954

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

$

3,267,444

$

2,669,750

$

3,236,950

 

 

 

 

 

 

 

 

 

 

 

NET INCOME PER SHARE

$

.32

$

.26

$

.32

 

 

 

 

 

 

 

 

 

 

 

These financial statements should be read only in connection with
the accompanying summary of significant accounting policies
and notes to financial statements.




- 18 -






CHURCH LOANS & INVESTMENTS TRUST

(A Real Estate Investment Trust)

STATEMENTS OF SHAREHOLDERS’ EQUITY

Years ended March 31, 2008, 2007 and 2006

 

 

 

 

 

Shares of beneficial interest

 

Undistributed

 

Treasury

 

 

 

 

Shares

 

Amount

 

net income

 

shares

 

Total

 

Balance, March 31, 2005

10,223,690

$

29,762,291

$

947,889 

$

(16,490)

$

30,693,690 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

-

 

-

 

3,236,950 

 

-

 

3,236,950 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends
($0.29 per share)

-

 

-

 

(2,962,957)

 

-

 

(2,962,957)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2006

10,223,690

 

29,762,291

 

1,221,882 

 

(16,490)

 

30,967,683 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

-

 

-

 

2,669,750 

 

-

 

2,669,750 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends
($0.25 per share)

-

 

-

 

(2,554,273)

 

-

 

(2,554,273)

 

Balance, March 31, 2007

10,223,690

 

29,762,291

 

1,337,359 

 

(16,490)

 

31,083,160 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

-

 

-

 

3,267,444 

 

-

 

3,267,444 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends
($0.31 per share)

-

 

-

 

(3,167,300)

 

-

 

(3,167,300)

 

Balance, March 31, 2008

10,223,690

$

29,762,291

$

1,437,503 

$

(16,490)

$

31,183,304 

 

 

 

 

 

 


These financial statements should be read only in connection with
the accompanying summary of significant accounting policies
and notes to financial statements.



- 19 -





CHURCH LOANS & INVESTMENTS TRUST

(A Real Estate Investment Trust)

STATEMENTS OF CASH FLOWS

Years ended March 31, 2008, 2007 and 2006


 

 

 

 

2008

 

2007

 

2006

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income

3,267,444 

$

2,669,750 

$

3,236,950 

Adjustments to reconcile net income to net cash
provided by operating activities:

 

 

 

 

 

 

Depreciation

 

2,064 

 

2,064 

 

2,064 

Provision for credit losses

 

125,000 

 

 

Loss (gain) on sale of other real estate owned

 

(508,555)

 

13,317 

 

Amortization of loan discounts

 

(31,980)

 

(22,947)

 

(472,356)

Amortization of commitment fees

 

(826,602)

 

(545,453)

 

(636,990)

Changes in:

 

 

 

 

 

 

Accrued interest receivable

 

(94,755)

 

44,042 

 

(215,530)

Accrued interest payable

 

(72,631)

 

(7,981)

 

80,656 

Federal income tax payable

 

22,739 

 

 

Other liabilities

 

(3,302)

 

135,436 

 

(60,842)

Other, net

 

1,578 

 

7,522 

 

89,569 

Net cash provided by operating activities

 

1,881,000 

 

2,295,750 

 

2,023,521 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Investment in mortgage and interim construction
loans and church bonds

 

(32,306,970)

 

(36,390,077)

 

(47,682,076)

Payments received on mortgage and interim construction loans and church bonds

 

38,751,423 

 

31,241,440 

 

37,361,673 

Payments received on notes receivable

 

1,000 

 

2,902 

 

18,872 

Proceeds from sale of other real estate owned

 

1,025,000 

 

250,607 

 

Insurance proceeds on other real estate owned

 

 

400,249 

 

Net cash provided (used) by investing activities

 

7,470,453 

 

(4,494,879)

 

(10,301,531)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Borrowings on notes payable and line of credit

 

44,758,670 

 

38,906,978 

 

53,825,599 

Principal payments on notes payable and line of credit

 

(50,928,248)

 

(34,187,119)

 

(42,516,531)

Cash dividends paid

 

(3,167,300)

 

(2,554,273)

 

(2,962,957)

Net cash provided (used) by financing activities

 

(9,336,878)

 

2,165,586 

 

8,346,111 

Increase (decrease) in cash and cash equivalents

 

14,575 

 

(33,543)

 

68,101 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

 

95,412 

 

128,955 

 

60,854 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF YEAR

$

109,987 

$

95,412 

$

128,955 

 

 

 

 

 

 

 


These financial statements should be read only in connection with
the accompanying summary of significant accounting policies
and notes to financial statements.




- 20 -




CHURCH LOANS & INVESTMENTS TRUST
(A Real Estate Investment Trust)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
March 31, 2008, 2007 and 2006


NATURE OF OPERATIONS


Church Loans & Investments Trust (Church Loans) is a real estate investment trust that invests primarily in mortgage and interim construction loans to churches and other borrowers (see note 1) across the United States, particularly in the southern portion of the United States. Church Loans requires that real estate properties be pledged against loans as security which could be foreclosed by Church Loans should the borrower default. Repayment of each borrower's obligations is generally expected to be repaid from contributions from church members or from operations of the borrower, or in the case of interim construction loans, by permanent financing provided by Church Loans or others.


USE OF ESTIMATES


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. A material estimate that is particularly susceptible to significant changes in the near term relates to the determination of the allowance for credit losses.


CURRENT OPERATING ENVIRONMENT


Church Loans invests in loans with rates of interest that generally reprice either daily, annually or otherwise periodically and are generally funded by relatively short-term debt obligations. The volatility of interest rates and increased competition to attract customers' funds have caused Church Loans' liability structure to become short-term and rate sensitive. Church Loans reflected an average interest yield on its loan and church bond portfolio, an average interest rate on its total indebtedness and a net interest rate margin at March 31, 2008, 2007 and 2006 as follows:


 

 

Loan and
church bond portfolio

Total
indebtedness

Net interest
rate margin

March 31, 2008

 

8.39%

4.73%

3.66%

March 31, 2007

 

8.31%

6.96%

1.35%

March 31, 2006

 

7.82%

6.64%

1.18%


Church Loans finances maturities of debt obligations through its available lines of credit and principal payments received on its mortgage and interim construction loans.


CHURCH BONDS


Church bonds, secured by first mortgage liens on church facilities, are stated at cost, as there is no traded market for the bonds and management intends to hold such securities until maturity.


LOANS


Loans that Church Loans has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for credit losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.



- 21 -




CHURCH LOANS & INVESTMENTS TRUST
(A Real Estate Investment Trust)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
March 31, 2008, 2007 and 2006



The accrual of interest is generally discontinued on loans and church bonds more than 60 days past due unless the credit is well secured and in process of collection. In all cases, loans and bonds are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.


All interest accrued but not collected for loans that are placed on nonaccrual or charged-off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.


Commitment fees received on interim construction loans are recognized over the interim commitment period for loans that are not permanently financed by Church Loans and over the life of the mortgage loan for loans that are permanently financed by Church Loans. Amounts are being amortized using the straight-line method. For the years ended March 31, 2008, 2007 and 2006, this method is not materially different from the method of deferring commitment fees until the commitment is exercised and recognizing such fees as an adjustment to yield by the interest method over the related loans' lives as prescribed by generally accepted accounting principles.


Purchase discounts on loans are amortized based on the interest method.


ALLOWANCE FOR CREDIT LOSSES


The allowance for credit losses is established as losses are estimated to have occurred through a provision for credit losses charged to earnings. Loan losses are charged against the allowance when Church Loans believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.


The allowance for credit losses is evaluated on a regular basis by Church Loans and is based upon management's and the Board of Trust Managers' periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.


A loan is considered impaired when, based on current information and events, it is probable that Church Loans will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by Church Loans in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.


Church Loans determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's observable market price, or the fair value of the collateral if the loan is collateral dependent.


PROPERTY AND EQUIPMENT


Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided on the straight-line method over the estimated useful lives of the assets.





- 22 -




CHURCH LOANS & INVESTMENTS TRUST
(A Real Estate Investment Trust)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
March 31, 2008, 2007 and 2006


OTHER REAL ESTATE OWNED


Real estate acquired through, or in lieu of, loan foreclosure is to be sold and is initially recorded at estimated fair value less cost to sell at date of foreclosure, establishing a new cost basis. Other real estate owned, after foreclosure, is carried at the lower of carrying amount or the property's estimated fair value minus estimated costs to sell (fair value). Impairment losses are measured as the amount by which the carrying amount of a property exceeds its fair value, and losses are charged to operations.


INCOME TAXES


Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


Effective April 1, 2007, Church Loans adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income Taxes ( “FIN 48”). FIN 48 defines the methodology for recognizing the benefits of tax return positions as well as guidance regarding the measurement of the resulting tax benefits. FIN 48 requires an enterprise to recognize the financial statement effects of a tax position when it is more likely than not (defined as a likelihood of more than 50%), based on the technical merits, that the position will be sustained upon examination. In addition, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The evaluation of whether a tax position meets the more-likely-than-not recognition threshold requires a substantial degree of judgment by management based on the individual facts and circumstances. Actual results could differ from estimates. The adoption and application of FIN 48 was not material to the financial statements.


OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS


In the ordinary course of business, Church Loans has entered into off-balance-sheet financial instruments consisting of commitments to extend credit. Such financial instruments are recorded in the financial statements when they become payable.


CASH FLOWS


For purposes of reporting cash flows, cash and cash equivalents include cash-on-hand, investments in a money market mutual fund, and certificates of deposit with maturities of less than 90 days at the time of acquisition.


ADVERTISING


Advertising costs are expended as incurred. Advertising expense for the years ended March 31, 2008, 2007 and 2006 was $53,070, $53,965 and $48,247, respectively.


NEW ACCOUNTING PRONOUNCEMENTS


In September 2006, the FASB issued Statement No. 157 (SFAS No. 157), Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies to other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 generally for financial assets and liabilities, and is effective for fiscal years beginning after November 15,



- 23 -




CHURCH LOANS & INVESTMENTS TRUST
(A Real Estate Investment Trust)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
March 31, 2008, 2007 and 2006



2008 generally for non-financial assets and liabilities. Church Loans does not expect that the adoption of SFAS No. 157 will have a material effect on its financial position or results of operations.


In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The provisions of SFAS No. 159 are effective for financial statements issued for fiscal years beginning after November 15, 2007. Church Loans is evaluating if it will adopt the fair value option of SFAS No. 159 and what impact the adoption will have on the financial statements if adopted.


RECLASSIFICATION


Certain amounts in the 2006 and 2007 financial statements have been reclassified to conform to the 2008 presentation.





































This information is an integral part of the accompanying financial statements.



- 24 -




CHURCH LOANS & INVESTMENTS TRUST
(A Real Estate Investment Trust)
NOTES TO FINANCIAL STATEMENTS
March 31, 2008, 2007 and 2006



NOTE 1 – LOANS AND CHURCH BONDS


Mortgage loans receivable consist of conventional loans of $57,186,949 and $56,220,626 and church bonds of $100,152 and $225,608 at March 31, 2008 and 2007, respectively. Interim construction loans of $12,788,296 and $19,571,378 at March 31, 2008 and 2007, respectively, consist primarily of loans to churches for the construction of church facilities and assisted living centers. Mortgage loans, church bonds and interim construction loans are generally secured by first liens on real estate comprised primarily of church buildings and other real estate. Historically, the amount of a loan has been generally limited to 66-2/3% of the appraised value of the related property. During the fiscal year 2005, the debt-to-value ratio was increased to 85%. Certain loans are guaranteed by individual members of the congregations or other individuals or congregations, depending on the circumstances.


Church Loans' portfolio included mortgage loans, church bonds and interim construction loans with interest rates ranging from 5.0% to 12.0% at March 31, 2008. The weighted average annual interest rates of Church Loans' loan and church bond portfolio were 8.39% and 8.31% and 7.82% at March 31, 2008, 2007 and 2006, respectively.


In addition to a concentration of loans to churches, Church Loans makes certain interim real estate construction loans and permanent loans to entities other than churches. At March 31, 2008 and 2007, Church Loans had seven loans to three borrowers that totaled approximately $11,462,000 and $11,710,000, respectively, which were secured by assisted living centers and commercial properties.


The following schedule is a summary of the combined mortgage, church bonds and interim construction loan portfolios by size of loan at March 31:

 

2008

 

2007

 

 

Description

No. of
Loans

 

Carrying
amount

 

No. of
Loans

 

Carrying
amount

 

 

Over $1,500,000

10


$

23,588,376

 

11


$

27,254,091

 

 

$1,300,000-1,499,999

2

 

2,731,440

 

4

 

5,613,124

 

 

$1,000,000-1,299,999

9

 

10,288,422

 

5

 

5,421,816

 

 

$900,000-999,999

2

 

1,903,080

 

2

 

1,918,591

 

 

$800,000-899,999

2

 

1,709,529

 

4

 

3,476,415

 

 

$700,000-799,999

4

 

3,062,595

 

4

 

3,028,411

 

 

$600,000-699,999

13

 

8,434,112

 

10

 

6,523,785

 

 

$500,000-599,999

9

 

4,933,647

 

11

 

6,085,895

 

 

$400,000-499,999

6

 

2,711,020

 

13

 

5,774,595

 

 

$300,000-399,999

7

 

2,471,693

 

7

 

2,449,427

 

 

$200,000-299,999

23

 

5,814,789

 

22

 

5,659,870

 

 

$100,000-199,999

9

 

1,323,705

 

13

 

1,915,073

 

 

Under $100,000

21

 

1,102,989

 

18

 

896,519

 

 

 

117

 

70,075,397

 

124

 

76,017,612

 

 

Less: unamortized purchase discounts on mortgage loans

 

 

(1,030,598)

 

 

 

(1,062,578)

 

 

Less: deferred commitment fees

 

 

(1,112,512)

 

 

 

(1,385,104)

 

 

Less: allowance for credit losses

 

 

(1,786,477)

 

 

 

(1,713,249)

 

 

Total

 


$

66,145,810

 

 


$

71,856,681

 




- 25 -




CHURCH LOANS & INVESTMENTS TRUST
(A Real Estate Investment Trust)
NOTES TO FINANCIAL STATEMENTS
March 31, 2008, 2007 and 2006


NOTE 1 – LOANS AND CHURCH BONDS (CONTINUTED)


The mortgage and interim construction loan portfolios included the following loans at March 31, 2008, with individual balances in excess of 3% of the total carrying amount of the combined portfolios:


 

 

 

Bickford Cottage LLC, Peoria, IL; interest at prime plus 1.5%, with
a floor of 9.75% (9.75% at March 31, 2008, scheduled to reprice
January 1, 2010); monthly payments of $36,092 to maturity
on January 1, 2032

$

4,002,966

 

 

 

Community Protestant Church of Co-Op City, Bronx, NY; interest at
prime plus 2.0%, with a floor of 9.25% (9.25% at March 31, 2008,
scheduled to reprice January 1, 2009); monthly payments of
$26,249 to maturity on January 1, 2026

 

2,746,835

 

 

 

Christ Temple Pentecostal Church, Kansas City, MO; interest at
prime plus 2.5%, with a floor of 10.75% (10.75% at March 31, 2008,
scheduled to reprice March 1, 2012); monthly payments of
$31,387 to maturity on March 1, 2022

 

2,720,515

 

 

 

Great Plains Assisted Living L.L.C., Sioux City, IA; interest at
prime plus 1.5%, with a floor of 5.5% (5.5% at March 31, 2008,
scheduled to reprice January 1, 2009); monthly payments of
$17,960 to maturity on January 1, 2029

 

2,669,260

 

 

 

Ministerio Internacional Creciendo, Virginia Gardens, FL; interest at prime
plus 2.0%, with a floor of 12.25% (12.25% at March 31, 2008); principal
and interest due on maturity on July 1, 2008

 

2,500,000

 

 

 

Bickford Cottage LLC, Lafayette, IN; interest at prime plus 1.5%, with
a floor of 8.0% (8.0% at March 31, 2008,scheduled to reprice
September 1, 2010); monthly payments of $18,949 to maturity
on September 1, 2030

 

2,369,554

 

 

 

 

$

17,009,130


The original terms of the individual loans included in the loan portfolio generally vary from 1 to 30 years. Scheduled maturities during the five years subsequent to March 31, 2008, are:


2009

$

13,613,073

 

2010

 

4,480,150

 

2011

 

2,735,829

 

2012

 

2,881,567

 

2013

 

2,446,807

 


At March 31, 2008, mortgage loans and interim construction loans of $69,975,245 were pledged to support the indebtedness of Church Loans.




- 26 -





CHURCH LOANS & INVESTMENTS TRUST
(A Real Estate Investment Trust)
NOTES TO FINANCIAL STATEMENTS
March 31, 2008, 2007 and 2006


NOTE 1 – LOANS AND CHURCH BONDS (CONTINUTED)


A summary of transactions in the allowance for credit losses for the years ended March 31 is as follows:


 

 

2008

 

2007

 

2006

 

 

 

 

Balance at beginning of year

$

1,713,249

$

1,713,249

$

1,713,249

 

Charge-offs

 

(51,772)

 

-

 

-

 

Provision charged to operating expenses

 

125,000

 

-

 

-

 

Balance at end of year

$

1,786,477

$

1,713,249

$

1,713,249

 


At March 31, 2008, 2007 and 2006, the recorded investment for loans for which impairment was recognized in accordance with Statement No. 114 was approximately $11,639,000, $6,923,000 and $10,173,000, respectively. The related allowance for credit losses at March 31, 2008, 2007 and 2006 was $1,492,000, $1,055,000 and $1,275,000, respectively. The average investment in impaired loans was approximately $9,281,000, $8,548,000 and $9,115,000 for the years ended March 31, 2008, 2007 and 2006 respectively. Total non-accrual loans were approximately $5,931,000, $5,996,000 and $1,959,000 for the years ended March 31, 2008, 2007 and 2006, respectively. Interest income which would have been recorded under the original terms of non-accrual loans and church bonds amounted to approximately $458,000, $350,000 and $97,000 for the years ended March 31, 2008, 2007 and 2006, respectively. Interest income actually recognized for the years ended March 31, 2008, 2007 and 2006 was approximately $175,000, $290,000 and $46,000, respectively. Total loans past due ninety days or more and still accruing were approximately $4,012,000, $0 and $678,000 for the years ended March 31, 2008, 2007 and 2006, respectively.


NOTE 2 – NOTES PAYABLE AND LINE OF CREDIT


Information relating to notes payable and line of credit follows:


 

Balance at
end of year

 

Weighted
average
interest rate at
end of year

 

Maximum
amount
outstanding at any
month-end

 

Average
month-end
balance

 

Weighted
average
interest rate for
the year

March 31, 2008

 

 

 

 

 

 

 

 

 

 

 

 

Line of credit payable
to bank

$

12,903,000

 

4.69%

*

$

25,288,000

$

19,312,667

 

6.74%

*

Other demand notes payable

 

24,537,391

 

4.75%

 

 

24,634,889

 

22,589,485

 

6.41%

 

TOTAL

$

37,440,391

 

4.73%

 

$

49,922,889

$

41,902,152

 

6.56%

 

March 31, 2007

 

 

 

 

 

 

 

 

 

 

 

 

Line of credit payable
to bank

$

22,380,000

 

6.93%

*

$

24,380,000

$

21,207,083

 

6.81%

*

Other demand notes payable

 

21,229,969

 

7.00%

 

 

21,229,969

 

19,193,775

 

6.96%

 

TOTAL

$

43,609,969

 

6.96%

 

$

45,609,969

$

40,400,858

 

6.87%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Does not consider commitment fees.


The line of credit is secured by the pledge of specific mortgage notes receivable.




- 27 -





CHURCH LOANS & INVESTMENTS TRUST
(A Real Estate Investment Trust)
NOTES TO FINANCIAL STATEMENTS
March 31, 2008, 2007 and 2006


NOTE 2 – NOTES PAYABLE AND LINE OF CREDIT (CONTINUTED)


Maturities of notes payable and the line of credit are financed through principal payments received on loans, advances on other demand notes payable and advances on the line of credit.


Descriptions of the notes payable and the line of credit are as follows:


Line of Credit Payable to Bank


The line of credit payable to bank consists of borrowings under a loan agreement effective through December 31, 2008, that provides for a $35,000,000 line of credit with certain commitment fees. Pursuant to the agreement with the bank, Church Loans has pledged all mortgage loans, church bonds and interim construction loans to the bank to secure the line of credit. The amount owing on the line of credit must not exceed an amount equal to 85% of the outstanding principal amount of the performing mortgage loans and church bonds and 50% of the outstanding principal amount of the performing interim construction loans.


Interest accrues at a variable rate and was the thirty-day LIBOR rate plus 1.60% (4.6863%) at March 31, 2008. Interest is payable monthly.


Additionally, the line of credit requires that Church Loans' net worth be no less than $18,000,000 and its total indebtedness shall not exceed 250% of its net worth. At March 31, 2008, Church Loans' unused line of credit was $22,097,000 less than the maximum amount permitted under the agreement.


Demand Notes Payable


Notes payable consists of demand notes payable of $24,537,391 which mature during the year ending March 31, 2009. The demand notes payable bear interest, payable monthly, at 1.25% less than the prime rate (4.75% at March 31, 2008) and are unsecured (see note 6).


NOTE 3 – INCOME TAX PROVISION


Church Loans has elected to be taxed as a real estate investment trust under the provisions of the Internal Revenue Code (the Code). To qualify as a real estate investment trust under the Code, Church Loans must, among other things, distribute at least 90% of its taxable income to its shareholders through dividends. Church Loans is required to pay dividends of at least 85% of its calendar year undistributed income by February 1 or be subject to a special federal excise tax of 4% on the undistributed amount.


Deferred taxes were not significant to Church Loans' 2008, 2007 and 2006 financial statements.




- 28 -




CHURCH LOANS & INVESTMENTS TRUST
(A Real Estate Investment Trust)
NOTES TO FINANCIAL STATEMENTS
March 31, 2008, 2007 and 2006



NOTE 3 – INCOME TAX PROVISION (CONTINUTED)


Total income tax provision for the years ended March 31 is less than the amount computed by applying the applicable statutory federal income tax rate (35%) to income before provision for income taxes as follows:


 

 

2008

 

2007

 

2006

 

 

 

 

 

 

 

 

Computed "expected" federal income tax provision

$

1,166,131

$

950,004

$

1,158,816

 

Increases (decreases) in taxes resulting from:

 

 

 

 

 

 

 

Dividends

 

(1,144,315)

 

(857,895)

 

(1,072,795)

 

Graduated rate differential

 

(6,938)

 

(8,710)

 

(7,460)

 

Difference in provision for credit losses for financial and tax purposes

 

87,580

 

-

 

-

 

Difference in accounting for interest income recognized for financial and tax purposes

 

(6,112)

 

(6,864)

 

(4,655)

 

Other

 

(31,988)

 

(31,988)

 

48

 

 

 

 

 

 

 

 

 

Actual provision for income taxes

$

64,358

$

44,547

$

73,954

 


Church Loans adopted the provisions of FASB FIN 48, Accounting for Uncertainty in Income Taxes, on April 1, 2007. Management has determined that Church Loans has no material uncertain tax positions that would require recognition under FIN 48. Church Loans had no significant unrecognized tax benefits as of March 31, 2008 that, if recognized would affect the effective tax rate. Church Loans had recorded no accrued interest or penalties as of or for the year ended March 31, 2008. Church Loans had no positions for which it deemed that it is reasonably possible that the total amounts of the unrecognized tax benefit will significantly increase or decrease within the 12 months of March 31, 2008.



NOTE 4 – NET INCOME PER SHARE


Net income per share of beneficial interest is based on the weighted average number of shares outstanding, which were 10,217,094 for the years ended March 31, 2008, 2007 and 2006, respectively. There were no share equivalents or other potentially dilutive securities outstanding during any of the periods presented.



NOTE 5 – DIVIDENDS


All dividends paid by Church Loans are taxable to the recipient. A schedule of dividends paid during the years ended March 31, 2008 and 2007 and 2006 follows:


 

 

 

 

Dividend amount

 

Date of record

 

Date paid

 

Per Share

 

Total

 

 

 

 

 

 

 

 

 

March 31, 2005

 

May 2005

$

.06

$

613,026

 

December 31, 2005

 

January 2006

 

.23

 

2,349,931

 

March 31, 2006

 

May 2006

 

.07

 

715,197

 

December 31, 2006

 

January 2007

 

.18

 

1,839,076

 

March 31, 2007

 

May 2007

 

.06

 

613,026

 

December 31, 2007

 

January 2008

 

.25

 

2,554,274

 


In April 2008, a dividend of $715,197 ($0.07 per share) was declared for shareholders of record on
March 31, 2008.




- 29 -




CHURCH LOANS & INVESTMENTS TRUST
(A Real Estate Investment Trust)
NOTES TO FINANCIAL STATEMENTS
March 31, 2008, 2007 and 2006


NOTE 6 - RELATED PARTY TRANSACTIONS


Other demand notes payable at March 31, 2008 and 2007 included notes totaling $13,059,425 and $11,994,086, respectively, which represent borrowings from related parties. The notes bear interest at 1.25% less than the prime rate (4.75% at March 31, 2008) and are unsecured. Interest expense incurred on related party other demand notes payable was approximately $854,000, $723,000 and $555,000 for the years ended March 31, 2008, 2007 and 2006, respectively.


NOTE 7 - CASH FLOW INFORMATION


Supplemental information on cash flows and noncash transactions for the years ended March 31 is as follows:


 

2008

 

2007

 

2006

 

Supplemental cash flow information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid

$

2,822,550

 

$

2,789,020

 

$

1,891,715

 

 

 

 

 

 

 

 

 

 

 

Income taxes paid

$

10,228

 

$

67,089

 

$

76,252

 

 

 

 

 

 

 

 

 

 

 

Schedule of noncash investing activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate acquired through foreclosure

$

-

 

$

1,735,650

 

$

-

 

 

 

 

 

 

 

 

 

 

 



NOTE 8 – SIMPLE RETIREMENT PLAN


Church Loans participates in a Simplified Employee Pension – Individual Retirement Accounts Contribution Agreement. Church Loans agrees to provide discretionary contributions in each calendar year to the individual retirement account or individual retirement annuity of all employees who are at least 21 years old and have performed services for Church Loans in at least three years of the immediately preceding five years. Church Loans contribution amounted to approximately $61,000, $58,000 and $59,000 for the years ended March 31, 2008, 2007, and 2006, respectively.


NOTE 9 - COMMITMENTS AND CONTINGENCIES


Church Loans is a party to financial instruments with off-balance-sheet risk in the normal course of business. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have variable interest rates, fixed expiration dates or other termination clauses and require payment of a fee. Since some of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Church Loans evaluates each customer's credit worthiness on a case-by-case basis. Collateral generally includes real estate properties. The exposure to credit loss in the event of nonperformance by the other party to the commitments to extend credit is represented by the contractual amount. At March 31, 2008, Church Loans had outstanding loan commitments (by contract amounts) of approximately $14,868,000. Management does not anticipate any losses as a result of these transactions.


Church Loans is involved in litigation in the normal course of business and, in the opinion of management; such litigation will have no material effect on Church Loans' financial statements.



- 30 -





CHURCH LOANS & INVESTMENTS TRUST
(A Real Estate Investment Trust)
NOTES TO FINANCIAL STATEMENTS
March 31, 2008, 2007 and 2006



NOTE 10 - DISCLOSURE ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS


The following methods and assumptions were used to estimate the fair value of each class of financial instruments, the results of applying such methods and assumptions to the financial instruments and limitations inherent in fair value estimates:


Cash and Cash Equivalents


The assets are considered short-term instruments for which the carrying amount is a reasonable estimate of fair value.


Loans and Church Bonds


Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type, such as mortgage and interim construction loans and church bonds. Each loan category is further segmented into fixed and adjustable rate interest terms. For variable-rate loans, primarily interim construction loans, that reprice frequently and with no significant change in credit risk, fair values are based on carrying amounts. The fair value of fixed-rate mortgage loans and bonds is generally estimated by discounting the future cash flows through the estimated maturity using the current rates at which similar loans would be made to borrowers with similar credit ratings. The estimate of maturity is based on Church Loans' historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of current economic and lending conditions. The carrying value of loans and bonds, net of the allowance for credit losses was $66,145,810 and $71,856,681 and the fair value of loans and bonds was approximately $71,662,000 and $58,568,000 at March 31, 2008 and 2007, respectively.


Notes Payable and Line of Credit


The fair value of notes payable are equal to the carrying value as such liabilities are deemed to be short-term borrowings. The fair value of the line of credit is equal to the carrying value as such amounts are variable rate debt.


Commitments to Extend Credit


Generally, Church Loans enters into commitments to extend credit at adjustable interest terms. Accordingly, the commitment amount is a reasonable estimate of fair value.


Other


The carrying amounts of notes receivable and accrued interest approximate fair value.


Limitations


Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time Church Loans' entire holdings of a particular financial instrument. Because no market exists for a significant portion of Church Loans' financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.


This information is an integral part of the accompanying financial statements.



- 31 -




Item 9:

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None


Item 9A(T): CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 or 15d-15 as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures, as defined by Exchange Act Rules 13a-15(e) or 15d-15(e), were effective as of the end of the period covered by this Annual Report on Form 10-K to provide reasonable assurance that the information required to be disclosed by us in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.


Management’s Report on Internal Control over Financial Reporting


Management’s annual report on internal control over financial reporting is contained in Item 8 of this Report.


Changes in Internal Control over Financial Reporting


There has not been any change in our internal control over financial reporting during our fiscal quarter ending March 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Item 9B: OTHER INFORMATION


None.


PART III


Item 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

(a)

Board of Trust Managers. The following information is furnished as to each individual who now serves as a member of our Board of Trust Managers:


B. R. McMorries, age 81, is a consulting engineer. He has served as a Trust Manager since 1963. He serves as Chairman of the Board of Trust Managers.


Larry G. Brown, age 65, is the President of Larry Brown Realtors, Inc. and is a licensed realtor. He has served as a Trust Manager since 1981. He serves as Vice-Chairman of the Board of Trust Managers.


Jack R. Vincent, age 78, is engaged in farming and ranching operations. He has served as a Trust Manager since 1989.


Steven Rogers, age 60, is a commercial real estate agent. He has served as a Trust Manager since 1990.


Michael A. Bahn, age 64, is the Vice-President of Amarillo Blueprint Co., an office equipment and supply and reproduction services business. He has served as a Trust Manager since 1997. He serves as Secretary of the Board of Trust Managers.




- 32 -




Michael W. Borger, age 53, is the President of Turnkey Leasing, Ltd., an equipment leasing business. Mr. Borger has served as a Trust Manager from 1988 to 1990 and again since 2002.


Stephen W. Myers, age 52, is the principal owner and President of Turnkey Computer Systems, LLC, a computer software provider with emphasis in the cattle feeding industry. Mr. Myers has served as a Trust Manager since January 2008.


E. Stan Morris, Jr., age 60, is a certified public accountant and an employee of the public accounting firm of Brown, Graham & Company, P.C. Mr. Morris has served as a Trust Manager since January 2008.


(b)

Executive Officers. The following information is furnished as to each individual who now serves as an executive officer and who is not mentioned under "Board of Trust Managers" above:


M. Kelly Archer, age 56, serves as President, Manager of Operations and Chief Executive Officer. As such, Mr. Archer functions as our Executive Officer. Mr. Archer has served in this capacity for 26 years.


Robert E. Martin, age 58, serves as our Senior Vice-President-Lending. Mr. Martin has served in such capacity since 1999. Prior to serving in such capacity, Mr. Martin served as the President/CEO of Santa Fe Federal Credit Union. Mr. Martin also served as a member of our Board of Trust Managers prior to becoming our Senior Vice-President.


Robert E. Fowler, age 55, serves as our Senior Vice-President-CFO and Information Systems. Mr. Fowler has served in such capacity for 26 years.


(c)

Identification of Certain Significant Employees.


None.


(d)

Family Relationships.


None.


(e)

Business Experience.


See responses to Items 10(a) and 10(b) above.


(f)

Involvement in Certain Legal Proceedings.


None.


(g)

Audit Committee Financial Expert.


We do not have an audit committee financial expert serving on our Audit Committee. However, we believe that our Audit Committee, as a whole, meets the requirements of a financial expert.


(h)

Identification of the Audit Committee.


We have an Audit Committee which consists of Messers McMorries, Morris, Vincent and Borger. This committee, which met twelve times during our last fiscal year, is primarily responsible for: reviewing the activities of our independent auditors; reviewing and evaluating recommendations of the auditors; recommending areas of review to our management; reviewing our loans to determine the recommended credit loss reserve and review and classification of past due loans; and reviewing and evaluating our accounting policies, reporting practices and internal controls.




- 33 -




(i)

Changes in Recommending Nominees to the Board of Trust Managers.


None.


(j)

Compliance with Section 16(a) of the Securities Exchange Act of 1934.


Based upon information provided to us by individual Trust Managers and Executive Officers and shareholders, we believe that during the preceding fiscal year our Managers and Executive Officers and shareholders have complied with all such applicable filing requirements.


(k)

Code of Ethics.


We have adopted a Code of Ethics applicable to our executive officers. A copy of the Code of Ethics is attached hereto as Exhibit 14. The Code of Ethics is also posted on our website at www.churchloans.com. We will provide, free of charge, to any person so requesting a copy of the Code of Ethics. Requests can be made to:


Church Loans & Investments Trust

Attn: Mr. Kelly Archer

5305 I-40 West

Amarillo, Texas 79106

Telephone: (806) 358-3666

E-mail: karcher@churchloans.com


Item 11: EXECUTIVE COMPENSATION


(a) Executive Officers:


The following table sets forth certain information regarding compensation paid during each of our last three fiscal years to our Manager of Operations (CEO) and Chief Financial Officer (CFO). We have no other executive officers whose salary, bonuses and other compensation earned during fiscal 2008 exceeded $100,000 for services rendered in all capacities.


 

 

Annual Compensation


Name and Principal Position

Fiscal

 Year

 


Salary

 


Bonus

 

Other Annual

Compensation

CEO - M. Kelly Archer

 Manager of Operations

2008

2007

2006

$

115,704

112,854

110,850

$

-0-

-0-

12,000

$

19,650

19,500

19,350

 

 

 

 

 

 

 

 

CFO - Robert E. Fowler

2008

2007

2006

$

75,542

73,760

72,130

$

-0-

-0-

6,000

$

12,844

12,750

12,656



Other Annual Compensation paid to or for the benefit of Mr. Archer and Mr. Fowler represents annual contributions to the SEP (Simplified Employee Pension) accounts for Mr. Archer and Mr. Fowler.


(b) Trust Managers' Compensation:


Our Board of Trust Managers was paid $51,700 in cash as a group during the last fiscal year for services as Trust Managers. The Chairman of the Board of Trust Managers, B. R. McMorries, is paid $500 per month for serving in such capacity. The remaining members of the Board of Trust Managers are paid $300 per month for serving as a member of the board. All Trust Managers are paid an additional $100 per board or committee meeting attended. In addition, a Trust Manager receives $400 per day for their services when out of town on trust business.


The members of the Board of Trust Managers are not otherwise employed or compensated by us.



- 34 -





(c) Compensation Committee Interlocks and Insider Participation:


We have a Compensation Committee which consists of Messers Rogers, Borger and Brown. This committee did not meet during the Trust's last fiscal year. The Compensation Committee is primarily responsible for reviewing the compensation of the Trust's staff and making recommendations regarding same to the Board of Trust Managers. Mr. Brown also serves as Vice-Chairman of the Board of Trust Managers. However, Mr. Brown receives no compensation as an officer of the Trust other than the board fees described above.


(d) Compensation Committee Report:


The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) (§229.402(b)) of Regulation S-K. Based upon the review, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this annual report.


The compensation of our employees and officers is based on multiple factors. In determining the compensation for any employee or officer, the committee considers the following factors:


 

 

 

 

The profitability of the Company.

 

 

 

 

The employee’s or officer’s contribution to the profitability of the Company.

 

 

 

 

The current market rate for the experience level of the employee or officer.

 

 

 

 

The cost of living in Amarillo, Texas.


 

 

By:

Stephen Rogers, Chairman

Michael W. Borger

Larry G. Brown


Item 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


(a)

The following table indicates the persons known by us to own beneficially more than 5 percent of our shares of beneficial interest as of March 31, 2008:


Name and Address of

Beneficial Owner

Amount of and Nature

of Beneficial Ownership

Percent

of Class

Edith M. Brandon

3001 Teckla, Amarillo, TX 79106

605,323 shares

5.92%


(b)

The following table indicates the number of our shares of beneficial ownership owned by the Board of Trust Managers and Executive Officers, individually and as a group as of March 31, 2008:


Name and Address of

Beneficial Owner

Amount of and Nature

of Beneficial Ownership*

Percent

of Class

B. R. McMorries

1601 Jordan, Amarillo, TX 79106

 

423,672

 

4.15%

 

 

 

 

 

 

 

Larry G. Brown

4210 Palacio Drive, Amarillo, TX 79109

 

42,787

 

0.42%

 

 

 

 

 

 

 

Jack R. Vincent

6303 Stoneham Drive, Amarillo, TX 79109

 

12,500

 

0.12%

 

 

 

 

 

 

 

Steven Rogers

6206 Calumet, Amarillo, TX 79106

 

2,800

 

0.03%

 

 

 

 

 

 

 

Michael A. Bahn

1612 S. Travis, Amarillo, TX 79102

 

1,650

 

0.02%

 



- 35 -






 

 

 

 

 

 

Stephen W. Myers

8401 New England Drive, Amarillo, TX 79119

 

50,000

 

0.49%

 

 

 

 

 

 

 

Michael W. Borger

43 Cypress Point, Amarillo, TX 79124

 

63,000

 

0.62%

 

 

 

 

 

 

 

E. Stan Morris, Jr.

6308 Calumet Road, Amarillo, TX 79106

 

-0-

 

0.00%

 

 

 

 

 

 

 

M. Kelly Archer

7200 Dreyfuss Road, Amarillo, TX 79106

 

248,568

 

2.43%

 

 

 

 

 

 

 

Robert E. Fowler

6714 Mosley St., Amarillo, TX 79119

 

9,302

 

0.09%

 

 

 

 

 

 

 

Robert E. Martin

8 Country Club Drive, Amarillo, TX 79124

 

10,261

 

0.10%

 

 

 

 

 

 

 

All Trust Managers and

Executive Officers as a Group

 

864,540

 

8.46%

 



*

The nature of beneficial ownership of such shares is either directly by such named person, indirectly through such person’s spouse or through Individual Retirement Accounts directed by such person or their spouse.


(c)

Change in control.


We know of no arrangements which may result in a change of control.


(d)

Securities Authorized for Issuance under Equity Compensation Plans.


None.


Item 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


We issue a limited number of "Master Notes" which are unsecured debt instruments. We pay the obligee of such notes interest at the rate of one and one-quarter percent per annum (1.25%) less than the prime lending rate of Amarillo National Bank, our primary lender. As of March 31, 2008 we had entered into Master Note Agreements with B. R. McMorries, Chairman of the Board of Trust Managers, and related persons, in the amount of $3,793,949; Larry Brown, Vice-Chairman of the Board of Trust Managers and related persons, in the amount of $1,111,078; M. Kelly Archer, President, Manager of Operations and CEO of the Trust and related persons, in the amount of $181,883; Stephen W. Myers, a member of the Board of Trust Managers, and related persons in the amount of $301,451; Michael W. Borger, and related persons, in the amount of $754,782; and Edith M. Brandon, a person owning more than 5% of the outstanding stock of the Trust, and related persons, in the amount of $6,531,294. The terms of such Master Notes are the same as Master Notes entered into with other unrelated persons, except as to the amounts thereof.


Jack R. Vincent serves as a member of our Board of Trust Managers and serves also as a member of the Board of Directors of Happy State Bank and Trust Company, Happy, Texas. Happy State Bank and Trust Company competes with us for loans to churches, including interim loans to churches. This competition may have a significant impact on the number of interim loans we acquire through referrals from church bond broker-dealers. These church bond broker-dealers are a substantial source of our interim loans.

 



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Item 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES


The Board of Trust Managers has selected Clifton Gunderson LLP, independent certified public accountants, as the auditors of our financial statements for the fiscal year ending March 31, 2009. At the meeting of the shareholders to be held on August 26, 2008, the shareholders will vote upon a proposal to ratify the selection of this firm as auditors. No member of such firm, or any associate thereof, has any financial interest in us.


Audit Fees


The aggregate fees billed for professional services rendered for the audit of our annual financial statements for the most recent fiscal year, the review of the financial statements included in our Form 10-Q for such fiscal year, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $75,450 as compared to $70,950 for the fiscal year ended March 31, 2007.


Audit-Related Fees


None.


Tax Fees


The aggregate fees billed us for tax services, including preparation of our tax return and tax related matters, were $8,010 for the most recent fiscal year as compared to $7,045 for the fiscal year ended March 31, 2007.


All Other Fees


There were no other fees billed in each of the last two fiscal years for services rendered by the principal accountant, Clifton Gunderson LLP for other services not included above.


Before Clifton Gunderson LLP is engaged by us to render audit or non-audit services, the engagement is approved by our Audit Committee. Furthermore, the accountant’s engagement to render tax services is also approved by our Audit Committee prior to the engagement. There were no other fees not included above.


All hours expended on the principal accountant’s engagement to audit our Financial Statements for the most recent fiscal year were attributed to work performed by Clifton Gunderson LLP’s full-time, permanent employees.


PART IV



Item 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a)

Exhibits

 

The Exhibits listed on the accompanying Index to Exhibits are filed as a part of this Annual Report.

 



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CHURCH LOANS & INVESTMENTS TRUST

(A Real Estate Investment Trust)
INDEX TO EXHIBITS

(2)

None

(3)

(i) Amended and Restated Declaration of Trust dated July 16, 2004, previously filed as an exhibit to the Trust’s Definitive Proxy Statement, Form DEF 14A, dated June 25, 2004 (File No. 000-08117) and is incorporated by reference.

 

(ii) Amended and Restated Bylaws dated July 16, 2004, previously filed as an exhibit to the Trust’s Definitive Proxy Statement, Form DEF 14A, dated June 25, 2004 (File No. 000-08117) and is incorporated by reference.

(4)

None other than those listed in (3) above.

(9)

None

(10)

Loan Agreement dated January 31, 2006 entered into by and between Church Loans and Amarillo National Bank included as an exhibit to Issuer’s Form 10-QSB for the quarterly period ended December 31, 2005, under File No. 000-08117 and is incorporated by reference.

(11)

Statement regarding computation of per share earnings-omitted since information necessary to make the computation is included in the Financial Statements and Note 4 thereto.

(12)

Not applicable.

(13)

None

(14)

Code of Ethics for Officers

(16)

None

(18)

None

(21)

None

(22)

None

(23)

None

(24)

None

(31)

(i)(1) Certification of President (Principal Executive Officer and CEO) Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a).

 

 (2) Certification of Senior Vice-President and CFO (Principal Financial Officer) Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a).

 

(ii) None

(32)

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(33)

None

(34)

None

(35)

None

(99)

None

(100)

None

 



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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

CHURCH LOANS & INVESTMENTS TRUST

 

 

 

 

By:

 /s/ B.R. McMorries

 

 

B.R. McMorries
Chairman of the Board of
Trust Managers

 

 

 

DATED: June 27, 2008

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

 

 

Signature

Capacity

Date

 

 

 

 

 

 

 

/s/ B.R. McMorries
B.R. McMorries

Chairman of the Board
of Trust Managers

6/27/2008

 

 

 

 

 

 

 

/s/ Larry G. Brown
Larry G. Brown

Vice-Chairman of the Board
of Trust Managers

6/27/2008

 

 

 

 

 

 

 

/s/ Michael A. Bahn
Michael A. Bahn

Secretary of the Board of Trust
Managers

6/27/2008

 

 

 

 

 

 

 

/s/ M. Kelly Archer
M. Kelly Archer

President, Principal Executive
Officer and CEO

6/27/2008

 

 

 

 

 

 

 

/s/ Robert E. Fowler
Robert E. Fowler

Senior Vice-President and
Chief Financial Officer

6/27/2008

 

 

 

 

 

 

 

/s/ Jack R. Vincent
Jack R. Vincent

Trust Manager

6/27/2008

 

 

 

 

 

 

 

/s/ Steven Rogers
Steven Rogers

Trust Manager

6/27/2008

 

 

 

 

 

 

 

/s/ Stephen W. Myers
Stephen W. Myers

Trust Manager

6/27/2008

 

 

 

 

 

 

 

/s/ Michael W. Borger
Michael W. Borger

Trust Manager

6/27/2008

 

 

 

 

 

 

 

/s/ E. Stan Morris, Jr.
E. Stan Morris, Jr.

Trust Manager

6/27/2008

 


 





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Service Mark and Copyright Notice


Copyright © 2008 by Church Loans & Investments Trust
This report is copyrighted material of
Church Loans & Investments Trust.

Church Loans & Investments Trust is a service mark
of the Trustees of Church Loans & Investments Trust.

The unauthorized use of the service marks and copyrights
of Church Loans & Investments Trust without the express,
written permission of Church Loans & Investments Trust,
is strictly prohibited. All rights reserved.





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