0000934543-11-000022.txt : 20110812 0000934543-11-000022.hdr.sgml : 20110812 20110812133404 ACCESSION NUMBER: 0000934543-11-000022 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20110630 FILED AS OF DATE: 20110812 DATE AS OF CHANGE: 20110812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CHURCH MORTGAGE CO CENTRAL INDEX KEY: 0000934543 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 411793975 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25919 FILM NUMBER: 111030505 BUSINESS ADDRESS: STREET 1: 10237 YELLOW CIRCLE DRIVE STREET 2: STE 700 CITY: MINNEAPOLIS STATE: MN ZIP: 55343 BUSINESS PHONE: 6129459455 MAIL ADDRESS: STREET 1: 10237 YELLOW CIRCLE DR CITY: MINNEAPOLIS STATE: MN ZIP: 55343 10-Q 1 frm10q063011.htm FORM 10Q 06/30/2011

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

x  Quarterly Report Under Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2011

 

or

 

o Transition Report Under Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the Transition Period from ------------to------------

 

 

 

Commission File Number 000-25919

 

American Church Mortgage Company

(Exact name of registrant as specified in its charter)

 

Minnesota 41-1793975
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
10237 Yellow Circle Drive Minnetonka, MN 55343
(Address of principal executive offices)   (Zip Code)

(952) 945-9455

(Registrant’s telephone number, including area code)

 

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 o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes x No o

 

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 o Accelerated filer o

Non-accelerated filer o

(Do not check if a smaller reporting company)

Smaller reporting company x

 

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

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class   Outstanding at August 12, 2011
Common Stock, $0.01 par value per share   1,940,338 shares
 
 

 

AMERICAN CHURCH MORTGAGE COMPANY
   
   
   
INDEX
 

Page

No.

   
   
   
PART I.  FINANCIAL INFORMATION
   
   
Item 1.  Financial Statements:  
   
Balance Sheets 2 - 3
   
Statements of Operations 4 - 5
   
Statements of Cash Flows 6 - 7
   
Notes to Financial Statements 7 - 18
   
Item 2.  Management’s Discussion and Analysis of Financial  
Condition and Results of Operations 19 – 24
   
Items 4.  Controls and Procedures 25
   
   
PART II.  OTHER INFORMATION
   
Item 1.  Legal Proceedings 26
   
Item 1A.  Risk Factors 26
   
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds 26
   
Item 3.  Defaults Upon Senior Securities 27
   
Item 4.  (Removed and Reserved) 27
   
Item 5.  Other Information 27
   
Item 6.  Exhibits 27
   
Signatures 29
   
     

 

 
 

 

 

 

 

 

 

AMERICAN CHURCH MORTGAGE COMPANY

 

Minnetonka, Minnesota

 

Unaudited Financial Statements

 

June 30, 2011

 

 

 

 

 

 

 

 

 

 
 

AMERICAN CHURCH MORTGAGE COMPANY
       
Balance Sheets
    
ASSETS   June 30, 2011    December 31, 2010 
    (Unaudited)      
Current Assets          
   Cash and equivalents  $997,187   $350,339 
   Accounts receivable   109,908    112,209 
   Interest receivable   132,080    139,441 
   Current maturities of mortgage loans receivable, net of          
         allowance of $15,157 and $28,574 and deferred          
         origination fees of $43,009 and $39,965 at June 30,          
         2011 and December 31, 2010, respectively   543,890    1,193,149 
 Current maturities of bond portfolio, at fair value   873,000    627,000 
   Prepaid expenses and other assets   22,723    7,407 
           Total current assets   2,678,788    2,429,545 
           
Mortgage Loans Receivable, net of current maturities,          
   allowance of $760,220 and $683,255 and deferred          
   origination fees of $523,743 and $532,873 at June          
    30, 2011 and December 31, 2010, respectively   28,913,847    28,952,689 
           
Bond Portfolio, at fair value, net of current maturities   9,285,211    9,650,849 
           
Real Estate Held for Sale   848,102    727,532 
           
Deferred Offering Costs,          
   net of accumulated amortization of $764,525 and $705,923          
   at June 30, 2011 and December 31, 2010, respectively   847,415    845,694 
           Total Assets  $42,573,363   $42,606,309 
           
           
Notes to Unaudited Financial Statements are an integral part of these Statements          
 
2
 
          

AMERICAN CHURCH MORTGAGE COMPANY
       
Balance Sheets
    
LIABILITIES AND STOCKHOLDERS’ EQUITY   June 30, 2011    December 31, 2010 
    (Unaudited)      
Current Liabilities          
   Current maturities of secured investor certificates  $516,000   $902,000 
   Line of credit   900,000    1,416,000 
   Accounts payable   445,242    37,364 
   Management fee payable   —      22,357 
   Dividends payable   213,437    194,311 
           Total current liabilities   2,074,679    2,572,032 
           
Deposit on real estate held for sale   45,000    45,000 
           
Secured Investor Certificates, Series B, net of current maturities   18,574,000    18,307,000 
Secured Investor Certificates, Series C   5,631,000    5,134,000 
          Total liabilities   26,324,679    26,058,032 
           
Stockholders’ Equity          
   Common stock, par value $.01 per share          
       Authorized, 30,000,000 shares          
       Issued and outstanding, 1,940,338 shares at          
         June 30, 2011 and 1,943,107 at December 31, 2010   19,403    19,431 
   Additional paid-in capital   20,161,514    20,175,331 
   Accumulated deficit   (3,932,233)   (3,646,485)
           Total stockholders’ equity   16,248,684    16,548,277 
           
           Total liabilities and stockholders' equity  $42,573,363   $42,606,309 
           
           
Notes to Unaudited Financial Statements are an integral part of these Statements     
 
3
 
          

AMERICAN CHURCH MORTGAGE COMPANY
       
Statements of Operations
       
   For the Six Months Ended
   June 30, 2011  June 30, 2010
   (Unaudited)  (Unaudited)
       
Interest and Other Income  $1,620,101   $1,690,803 
           
Interest Expense   913,961    857,345 
           
Net Interest Income   706,140    833,458 
           
Provision for losses on mortgage loans receivable   86,944    142,171 
Provision for losses on bonds   100,000    —   
Provision for Losses on Mortgage Loans Receivable and Bonds   186,944    142,171 
           
Net Interest Income after Provision for Mortgage and Bond Losses   519,196    691,287 
           
Operating Expenses          
Other operating expenses   378,391    409,816 
Real estate impairment   —      92,000 
Total Operating Expense   378,391    501,816 
           
Operating Income   140,805    189,471 
           
Other Income   321    7,862 
           
Net Income  $141,126   $197,333 
           
Basic and Diluted Income Per Share  $0.07   $0.08 
           
Dividends Declared Per Share  $0.22   $0.20 
           
Weighted Average Common Shares Outstanding -          
   Basic and Diluted   1,941,291    2,372,831 
           
           
Notes to Unaudited Financial Statements are an integral part of these Statements     
 
4
 
          

AMERICAN CHURCH MORTGAGE COMPANY
       
Statements of Operations
       
   For the Three Months Ended
   June 30, 2011  June 30, 2010
   (Unaudited)  (Unaudited)
       
Interest and Other Income  $831,735   $790,994 
           
Interest Expense   458,498    433,370 
           
Net Interest Income   373,237    357,624 
           
Provision for losses on mortgage loans receivable   41,381    88,679 
Provision for losses on bonds   100,000    —   
Provision for Losses on Mortgage Loans Receivable and Bonds   141,381    88,679 
           
Net Interest Income after Provision for Mortgage and Bond Losses   231,856    268,945 
           
Operating Expenses          
Other operating expenses   198,867    202,539 
Real estate impairment   —      92,000 
Total Operating Expense   198,867    294,539 
           
Operating Income (Loss)   32,989    (25,594)
           
Other Income   164    3,117 
           
Net Income (Loss)  $33,153   $(22,477)
           
Basic and Diluted Income (Loss) Per Share  $0.02   $(0.01)
           
Dividends Declared Per Share  $0.11   $0.10 
           
Weighted Average Common Shares Outstanding -          
   Basic and Diluted   1,919,016    2,275,762 
           
           
Notes to Unaudited Financial Statements are an integral part of these Statements     
 
5
 
          
           

AMERICAN CHURCH MORTGAGE COMPANY
       
Statements of Cash Flows
       
   For the Six Months Ended
   June 30, 2011  June 30, 2010
   (Unaudited)  (Unaudited)
Cash Flows from Operating Activities          
   Net income  $141,126   $197,333 
   Adjustments to reconcile net income to net cash          
       from operating activities:          
       Impairment on real estate held for sale   —      92,000 
       Provision for losses on mortgage loans receivable   86,944    142,171 
       Provision for losses on bonds   100,000    —   
       Amortization of loan origination discounts   (20,786)   (15,982)
       Amortization of deferred costs   58,602    64,552 
       Change in assets and liabilities          
           Accounts receivable   44,069    23,416 
           Interest receivable   7,361    16,186 
           Prepaid expenses   (15,316)   (8,468)
           Accounts payable   407,878    (38,704)
           Management fee payable   (22,357)   —   
           Net cash provided by operating activities   787,521    472,504 
           
Cash Flows from Investing Activities          
   Origination of mortgage loans   (30,449)   —   
   Proceeds from origination fees   14,700    18,736 
   Collections of mortgage loans   475,354    167,286 
   Investment in bonds   (31,046)   —   
   Proceeds from bonds   50,684    1,348,137 
           Net cash provided by investing activities   479,243    1,534,159 
           
Cash Flows from Financing Activities          
   Payments on line of credit, net   (516,000)   (1,288,315)
   Proceeds from secured investor certificates   484,000    630,000 
   Payments on secured investor certificate maturities   (119,000)   (394,000)
   Payments for deferred costs   (60,323)   (93,200)
   Stock redemptions   (845)   —   
   Dividends paid   (407,748)   (494,416)
           Net cash used for financing activities   (619,916)   (1,639,931)
           
Net Increase in Cash and Equivalents   646,848    366,732 
           
Cash and Equivalents - Beginning   350,339    67,137 
           
Cash and Equivalents - Ending  $997,187   $433,869 
           
Notes to Unaudited Financial Statements are an integral part of these Statements     
 
6
 
          
           

AMERICAN CHURCH MORTGAGE COMPANY
       
Statements of Cash Flows - Continued
       
   For the Six Months Ended
   June 30, 2011  June 30, 2010
   (Unaudited)  (Unaudited)
Supplemental Cash Flow Information          
           
   Dividends payable  $213,437   $211,311 
           
   Mortgages receivable reclassified to          
     real estate held for sale  $144,666   $—   
           
   Interest paid  $855,359   $792,794 
           
  Secured investor certificates issued          
      through the stock repurchase program  $13,000   $1,744,000 
           
Notes to Unaudited Financial Statements are an integral part of these Statements     
           
 
7
 
          

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with the instructions for interim statements and, therefore, do not include all information and disclosures necessary for fair presentation of results of operations, financial position, and changes in cash flow in conformity with generally accepted accounting principles. However, in the opinion of management, such statements reflect all adjustments (which include only normal recurring adjustments) necessary for fair presentation of financial position, results of operations, and cash flows for the period presented.

 

The unaudited financial statements of the Company should be read in conjunction with the December 31, 2010 audited financial statements included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission for the year ended December 31, 2010. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

 

Nature of Business

 

American Church Mortgage Company, a Minnesota corporation, was incorporated on May 27, 1994. The Company operates as a real estate investment trust (“REIT”), and was organized to engage primarily in the business of making mortgage loans to churches and other nonprofit religious organizations throughout the United States, on terms established for individual organizations.

 

Accounting Estimates

 

Management uses estimates and assumptions in preparing these financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. The most sensitive estimates relate to the realizability of the mortgage loans receivable, the valuation of the bond portfolio and real estate held for sale. It is at least reasonably possible that these estimates could change in the near term and that the effect of the change, if any, may be material to the financial statements.

 

Concentration of Credit Risk

 

The Company's loans have been granted to churches and other non-profit religious organizations. The ability of the Company’s debtors to honor their contracts is dependent upon a number of factors, including member contributions and the involvement in the church or organization of its senior pastor.

 

 

8
 

 

 

Cash and Equivalents

 

The Company considers all highly liquid debt instruments purchased with maturities of three months or less to be cash equivalents.

 

The Company maintains accounts primarily at two financial institutions. At times throughout the year, the Company’s cash and equivalents balances may exceed amounts insured by the Federal Deposit Insurance Corporation. Cash in money market funds is not federally insured. The Company had approximately $5,000 in money market fund accounts at both June 30, 2011 and December 31, 2010. The Company has not experienced any losses in such accounts.

 

Bond Portfolio

The Company accounts for the bond portfolio under the Accounting Standards Codification (ASC) 320. The Company classifies the bond portfolio as “available-for-sale” and measures the portfolio at fair value. While the bonds are generally held until contractual maturity, the Company classifies them as available-for-sale as the proceeds from the sale of bonds may be used to repay secured investor certificates or provide additional liquidity or working capital in the short term. The Company has classified $873,000 and $627,000 in bonds as current assets as of June 30, 2011 and December 31, 2010, respectively, based on management’s estimates for liquidity requirements and contractual maturities of certain bonds maturing in 2011 and 2010, respectively.

 

Allowance  for Mortgage Loans Receivable

 

The Company records mortgage loans receivable at estimated net realizable value, which is the unpaid principal balances of the mortgage loans receivable, less the allowance for mortgage loans. The Company’s loan policy provides an allowance for estimated uncollectible loans based on an evaluation of the current status of the loan portfolio. This policy reserves for principal amounts outstanding on a particular loan if cumulative interruptions occur in the normal payment schedule of a loan; therefore, the Company recognizes an allowance for losses and an allowance for the outstanding principal amount of a loan in the Company’s portfolio if the amount is in doubt of collection. Additionally, no additional interest income is recognized on impaired loans, which are loans that are declared to be in default or are in the foreclosure process. At June 30, 2011, the Company reserved $775,377 for sixteen mortgage loans, of which eight are three or more mortgage payments in arrears. One of the loans is in the foreclosure process. At December 31, 2010, the Company reserved $711,829 for sixteen mortgage loans, of which ten were three or more mortgage payments in arrears. Three of the loans were in the foreclosure process.

 

A summary of transactions in the allowance for credit losses for the six months ended June 30, 2011 is as follows:

 

 

9
 

 

 

Balance at December 31, 2010  $711,829 
Provision for additional losses   86,944 
Reclassification to real estate held for sale   (23,396)
 Charge-offs   —   
Balance at June 30, 2011  $775,377 

 

The total impaired loans were approximately $1,593,000 and $2,248,000 at June 30, 2011 and December 31, 2010, respectively, which the Company believes are adequately secured by the underlying collateral and the allowance for mortgage loans.

 

Loans totaling approximately $2,538,000 and $2,989,000 exceeded 90 days past due but continued to accrue interest as of June 30, 2011 and December 31, 2010, respectively. The Company believes that continued interest accruals are appropriate because the loans are well secured, not deemed to be in default and the Company is actively pursuing collection of past due payments.

 

Real Estate Held for Sale

 

The Company records real estate held for sale at the estimated fair value, which is net of the expected expenses related to the sale of the real estate.

 

Carrying Value of Long-Lived Assets

 

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that the carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of the estimated useful life.

 

Recoverability is assessed based on the carrying amount of the asset compared to the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An allowance for losses is recognized when the carrying amount is deemed not recoverable and exceeds fair value as determined through various valuation techniques including, but not limited to, discounted cash flow models, quoted market values, and third party independent appraisals.

 

Revenue Recognition

 

Interest income on mortgage loans receivable and the bond portfolio is recognized as earned. Other income included with interest represents cash received for loan origination fees, which are recognized over the life of the loan as an adjustment to the yield on the loan.

 

 

10
 

 

Deferred Financing Costs

 

The Company defers the costs related to obtaining financing. These costs are amortized over the life of the financing using the straight line method, which approximates the effective interest method.

 

Income Per Common Share

 

No adjustments were made to income for the purpose of calculating earnings per share, as there were no potentially dilutive shares outstanding.

 

2. FAIR VALUE MEASUREMENTS

 

The Company measures certain financial instruments at fair value in our balance sheets. The fair value of these instruments is based on valuations that include inputs that can be classified within one of the three levels of a hierarchy. Level 1 inputs include quoted market prices in an active market for identical assets or liabilities. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data.

 

Except for the bond portfolio, which is required by authoritative accounting guidance to be recorded at fair value in our Balance Sheets, the Company elected not to record any other financial assets or liabilities at fair value on a recurring basis. We recorded additional provisions for losses on our St. Agnes and Agape bonds (Note 3), which totaled $100,000 and $200,000 for the periods ended June 30, 2011 and December 31, 2010, respectively. Total allowance for losses on our bond portfolio equaled $800,000 and $700,000 at June 30, 2011 and December 31, 2010, respectively.

 

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring basis:

      Fair Value
Measurement
June 30, 2011  Fair Value  Level 3
           
Bond portfolio  $10,158,211   $10,158,211 

 

      Fair Value
Measurement
December 31, 2010  Fair Value  Level 3
           
Bond portfolio  $10,277,849   $10,277,849 

 

11
 

We determine the fair value of the bond portfolio shown in the table above by comparing it with similar instruments in inactive markets. The analysis reflects the contractual terms of the bonds, which are callable at par by the issuer at any time, and the anticipated cash flows of the bonds, and uses observable and unobservable market-based inputs. Unobservable inputs include our internal credit rating and selection of similar bonds for valuation.

 

The change in Level 3 assets measured at fair value on a recurring basis is summarized as follows:

   Bond Portfolio
      
Balance at December 31, 2010  $10,277,849 
Purchases   31,046 
Proceeds   (50,684)
Allowance for losses   (100,000)
Balance at June 30, 2011  $10,158,211 

 

Real estate held for sale and impaired loans are recorded at fair value on a nonrecurring basis. The fair value of real estate held for sale was based upon the listed sales price less expected selling costs, which is a Level 2 input. There were no allowances for losses recorded during the periods ended June 30, 2011 and 2010.

 

The following table summarizes the Company’s financial instruments that were measured at fair value on a nonrecurring basis:

   June 30, 2011
   Level 1  Level 2  Level 3  Fair Value at June 30, 2011
Impaired Loans  $—     $—     $1,241,640   $1,241,640 
Real estate held for resale   —      848,102    —      848,102 
   $—     $848,102   $1,241,640   $2,089,742 

 

 

   December 31, 2010
   Level 1  Level 2  Level 3  Fair Value at December 31,
2010
Impaired Loans  $—     $—     $1,840,000   $1,840,000 
Real estate held for resale   —      727,532    —      727,532 
   $—     $727,532   $1,840,000   $2,567,532 

 

 

12
 

The change in Level 2 and Level 3 assets measured at fair value on a nonrecurring basis is summarized as follows:

   Fair Value
Measurement
Level 3
  Fair Value
Measurement
Level 2
       
   Impaired Loans  Real Estate Held for Sale
           
Balance at December 31, 2010  $1,840,000   $727,532 
Additions/Acquisitions   15,267    121,270 
Dispositions/Proceeds   (578,990)   (700)
Additional provision for losses   (34,637)   —   
Balance at June 30, 2011  $1,241,640   $848,102 

 

3. MORTGAGE LOANS RECEIVABLE AND BOND PORTFOLIO

 

At June 30, 2011, the Company had mortgage loans receivable totaling $30,799,866. The loans bear interest ranging from 5.00% to 10.25% with a weighted average of approximately 8.36% at June 30, 2011. The Company had mortgage loans receivable totaling $31,430,505 that bore interest ranging from 5.00% to 10.25% with a weighted average of approximately 8.30% at December 31, 2010.

 

The Company has a portfolio of secured church bonds at June 30, 2011 and December 31, 2010, which are carried at fair value. The bonds pay either semi-annual or quarterly interest ranging from 5.25% to 10.40%. The aggregate value of secured church bonds equaled approximately $10,958,211 at June 30, 2011 with a weighted average interest rate of 7.90% and approximately $10,991,000 at December 31, 2010 with a weighted average interest rate of 7.92%. These bonds are due at various maturity dates through July 2039.

 

The contractual maturity schedule for mortgage loans receivable and the bond portfolio as of June 30, 2011, is as follows:

   Mortgage Loans  Bond Portfolio
           
July 1, 2011 through June 30, 2012  $602,056   $873,000 
July 1, 2012 through December 31, 2012   327,533    69,000 
2013   1,688,318    605,000 
2014   828,351    681,000 
2015   969,046    146,000 
Thereafter   26,384,562    8,584,211 
    30,799,866    10,958,211 
Less loan loss and bond loss allowances   (775,377)   (800,000)
Less deferred origination income   (566,752)   ______-__ 
           Totals  $29,457,737   $10,158,211 

 

13
 

The Company currently owns $2,035,000 First Mortgage Bonds issued by St. Agnes Missionary Baptist Church located in Houston, Texas. The total principal amount of First Mortgage Bonds issued by St. Agnes is $13,375,000. St. Agnes defaulted on its payment obligations to bondholders in September 2007. The church subsequently commenced a Chapter 11 bankruptcy reorganization proceeding regarding the three properties that secure the First Mortgage Bonds in November 2007, which was dismissed in September 2008, and the church was subsequently foreclosed upon. The Company, along with all other bondholders, has a superior lien over all other creditors. No accrual for interest receivable from the First Mortgage Bonds is recorded by the Company. The Company has an aggregate allowance for losses of $700,000 and $600,000 for the First Mortgage Bonds at June 30, 2011 and December 31, 2010, respectively, which effectively reduces the bonds to the fair value amount management believes will be recovered. In March 2009, a lease was signed with St. Agnes to permit it to remain in the property while submitting lease payments to bondholders as partial interest payments. Lease payments began in the second quarter of 2009, however St. Agnes failed to make all required lease payments and was evicted from the property in the first quarter of 2010. The trustee is currently attempting to sell the three properties.

 

The Company currently owns $637,000 First Mortgage Bonds and $497,000 Second Mortgage Bonds issued by Agape Assembly Baptist Church located in Orlando, Florida. The total principal amount of First Mortgage Bonds issued by Agape is $7,200,000, and the total principal amount of Second Mortgage Bonds issued is $715,000. Agape defaulted on its payment obligations to bondholders in September 2010. The church subsequently commenced a Chapter 11 bankruptcy reorganization proceeding regarding the property that secures the First Mortgage Bonds in December 2010. The Company, along with all other bondholders, has a superior lien over all other creditors. The Company has an allowance for losses of $100,000 for the First and Second Mortgage Bonds at both June 30, 2011 and December 31, 2010, which effectively reduces the bonds to the fair value amount management believes will be recovered.

 

4. SECURED INVESTOR CERTIFICATES

 

Secured investor certificates are collateralized by certain mortgage loans receivable or secured church bonds of approximately the same value as the certificates. The weighted average interest rate on the certificates was 6.69% and 6.73% at June 30, 2011 and December 31, 2010, respectively. Holders of the secured investor certificates may renew certificates at the current rates and terms upon maturity at the Company’s discretion. Renewals upon maturity are considered neither proceeds from nor issuance of secured investor certificates. Renewals totaled approximately $366,000 and $405,000 for the six months ended June 30, 2011 and 2010, respectively. The secured investor certificates have certain financial and non-financial covenants indentified in the respective series’ trust indentures.

 

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The estimated maturity schedule for the secured investor certificates at June 30, 2011 is as follows:

 

      
July 1, 2011 through June 30, 2012  $516,000 
July 1, 2012 through December 31, 2012   1,181,000 
2013   1,172,000 
2014   1,733,000 
2015   1,982,000 
Thereafter   18,137,000 
      
          Totals  $24,721,000 

 

In October 2008, the Company filed a registration statement with the Securities and Exchange Commission to offer $20,000,000 worth of Series C secured investor certificates. The offering was originally declared effective by the SEC on March 30, 2009, was subsequently amended in December 2009 and declared effective in January 2010, and was amended again in May and June 2011 and was declared effective on June 27, 2011. The certificates are being offered in multiples of $1,000 with interest rates ranging from 4.50% to 7.25%, subject to changing market rates, and maturities from 4 to 7 and 13 to 20 years. The certificates are collateralized by certain mortgage loans receivable and church bonds of approximately the same value. At June 30, 2011, approximately 3,050 Series C certificates had been issued for $3,050,000. The Company has also issued 2,581 Series C certificates through its stock repurchase program (see Note 5).

 

5. STOCK REPURCHASE PROGRAMS

 

The Company commenced a stock repurchase program (the “2010 Program”) effective February 2, 2010 whereby it offers to shareholders on an ongoing basis (until terminated or modified by the Board of Directors) an exchange of one $1,000 principal amount Series C secured investor certificate for 200 shares of common stock of the Company, and, with respect to odd-lot holders above 200 shares converted into certificates, the sum of $5.00 cash for each remaining share. This exchange ratio was determined by management and approved by the Board of Directors, and was established as a basis for the completion of the exchange offer. This ratio was not intended to represent the amount at which the Company or any other party would be expected to purchase common stock in an arm’s-length transaction. The Company’s Board of Directors has approved up to 1,000,000 shares to be repurchased. As of June 30, 2011, requests representing approximately 532,000 shares have been submitted for share exchanges. The Company exchanged 2,769 shares during the six months ended June 30, 2011 for 13 Series C certificates ($13,000 in principal amount) and paid $845 in cash for remainder shares. The Company exchanged 528,974 shares during the year ended December 31, 2010 for 2,568 Series C certificates ($2,568,000 in principal amount) and paid $76,870 in cash for remainder shares. The cash paid is reflected on the Statements of Cash Flows as “stock redemptions.”

 

The Company commenced a share repurchase plan (the “2011 Program”) on July 19, 2011 whereby it offers to shareholders on an ongoing, first-come, first-served basis (until terminated or modified by the Board of Directors) the repurchase of an aggregate of up to 250,000 shares of common stock at $4.00 per share. Shares may be purchased at the sole discretion of the Company, subject to the funds

 

15
 

 

 

available after meeting Company obligations. Shareholders must present for repurchase either: (i) a minimum of 500 Shares, or (ii) the total number of Shares registered in such Shareholder’s name. The Program may be modified or rescinded at the Board’s discretion upon 10 days’ notice to shareholders.

 

6. LINE OF CREDIT

 

The Company has a $1.42 million line of credit with Beacon Bank. Interest is charged monthly at the rate of 6.00%. We had outstanding balances of $900,000 and $1,416,000 at June 30, 2011 and December 31, 2010, respectively. The line of credit is secured by a first priority security interest in substantially all of the Company’s assets other than collateral pledged to secure the Company’s Series B and Series C secured investor certificates. The maturity date for the line is December 31, 2011, but, at the Company’s election, may be extended to December 31, 2012 if one half of the outstanding balance at December 31, 2010 is paid by December 31, 2011. The line of credit has various financial and non-financial covenants. At June 30, 2011, the Company was in compliance with financial and non-financial covenants.

 

7. TRANSACTIONS WITH AFFILIATES

 

The Company has an Advisory Agreement with Church Loan Advisors, Inc. (the “Advisor”). The Advisor is responsible for the day-to-day operations of the Company and provides office space and administrative services. The Advisor and the Company are related through common ownership and common management. The Company paid the Advisor management and origination fees of approximately $109,000 and $96,000 during the three months ended June 30, 2011 and 2010, respectively, and $211,000 and $192,000 during the six months ended June 30, 2011 and 2010, respectively.

 

8. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company is required to disclose the fair value information about financial instruments, where it is practicable to estimate that value. Because assumptions used in these valuation techniques are inherently subjective in nature, the estimated fair values cannot always be substantiated by comparison to independent market quotes and, in many cases, the estimated fair values could not necessarily be realized in an immediate sale or settlement of the instrument.

 

The fair value estimates presented herein are based on relevant information available to management as of June 30, 2011 and December 31, 2010, respectively. Management is not aware of any factors that would significantly affect these estimated fair value amounts. As these reporting requirements exclude certain financial instruments and all non-financial instruments, the aggregate fair value amounts presented herein do not represent management’s estimate of the underlying value of the Company.

 

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The estimated fair values of the Company’s financial instruments, none of which are held for trading purposes, are as follows:

 

   June 30, 2011  December 31, 2010
    Carrying    Fair    Carrying    Fair 
    Amount    Value    Amount    Value 
                     
Cash and equivalents  $997,187   $997,187   $350,339   $350,339 
Accounts receivable   109,908    109,908    112,209    112,209 
Interest receivable   132,080    132,080    139,441    139,441 
Mortgage loans receivable   29,457,737    31,877,261    30,145,838    29,650,126 
Bond portfolio   10,158,211    10,158,211    10,277,849    10,277,849 
Secured investor certificates   24,721,000    29,421,270    24,343,000    27,952,977 
Line of credit   900,000    900,000    1,416,000    1,416,000 

 

The following methods and assumptions were used by the Company to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value:

 

Cash and equivalents

 

Due to their short-term nature, the carrying amount of cash and cash equivalents approximates fair value.

 

Accounts receivable

 

The carrying amount of accounts receivable approximates fair value.

 

Interest receivable

 

The carrying amount of interest receivable approximates fair value.

 

Mortgage loans receivable

 

The fair value of the mortgage loans receivable is currently greater than the carrying value as the portfolio is currently yielding a higher rate than similar mortgages with similar terms for borrowers with similar credit quality. The credit markets in which we conduct business have experienced a decrease in interest rates resulting in the fair value of the mortgage loans rising during the six months ended June 30, 2011.

 

Bond portfolio

 

We determine the fair value of the bond portfolio shown in the table above by comparing the bonds we hold with similar instruments in inactive markets. The analysis reflects the contractual terms of the bonds, which are callable at par by the issuer at any time, and the anticipated cash flows of the bonds

 

17
 

 

and uses observable and unobservable market-based inputs. Unobservable inputs include our internal credit rating and selection of similar bonds for valuation.

 

Secured investor certificates

 

The fair value of the secured investor certificates is currently greater than the carrying value due to higher interest rates than current market rates.

 

Line of credit

 

The carrying amount of the line of credit approximates fair value.

 

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

 

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

 

Certain statements contained in this section and elsewhere in this Form 10-Q constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, (i) trends affecting our financial condition or results of operations; (ii) our business and growth strategies; (iii) the mortgage loan industry and the financial status of religious organizations; (iv) our financing plans; and other risks detailed in the Company’s other periodic reports filed with the Securities and Exchange Commission. The words “believe”, “expect”, “anticipate”, “may”, “plan”, “should”, and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made and are not guarantees of future performance.

 

A detailed statement of risks and uncertainties is contained in our reports to the SEC, including, in particular, our Annual Report on Form 10-K for the year ended December 31, 2010 and other public filings and disclosures.  Investors and shareholders are urged to read these documents carefully.

 

Plan of Operation

 

We were founded in May 1994 and commenced active business operations on April 15, 1996 after the completion of our initial public offering.

 

We have completed public offerings of common stock and debt securities. In October 2008, we filed a registration statement with the Securities and Exchange Commission for a public offering of $20,000,000 worth of Series C Secured Investor Certificates, which may be purchased in multiples of $1,000 at interest rates ranging from 4.50% to 7.25%, subject to changing market rates, and maturities from 4 to 7 and 13 to 20 years. The offering was originally declared effective by the SEC on March 30, 2009, was subsequently amended in December 2009 and declared effective in January 2010, and was amended again in May and June 2011 and was declared effective on June 27, 2011. At June 30, 2011, approximately 3,050 Series C certificates had been issued for $3,050,000. The Company has also issued 2,581 Series C certificates in connection with its 2010 stock repurchase program (the “2010 Program”). On July 19, 2011, the Company commenced a separate share repurchase program (the “2011 Program”), which will allow shareholders to present their shares to the Company for repurchase at $4.00 per share.

 

We currently have seventy-one first mortgage loans aggregating $30,784,859 in principal amount, one second mortgage loan of $15,007 in principal amount and a first mortgage bond portfolio with par values aggregating $10,971,500. Funding of additional first mortgage loans and purchase of first mortgage bonds issued by churches is expected to continue on an on-going basis as more investable assets become available through: (i) future sales of securities; (ii) prepayment and repayment at maturity of existing loans and bonds; and (iii) borrowed funds. The Company has made only one such investment since the fourth quarter of 2010 due principally to conditions that management considers less than favorable in the markets in which our business is generally conducted. The above capital sources and interest received on loans and bonds provide general working capital to the Company.

 

 

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Results of Operations

 

Fiscal 2011 Six Months Compared to Fiscal 2010 Six Months

 

Net income for the Company’s six months ended June 30, 2011 and 2010 was approximately $141,000 and $197,000, respectively, on total interest and other income of approximately $1,620,000 and $1,691,000, respectively. Interest and other income is comprised of interest from loans, interest from bonds, amortization of bond discounts and amortization of loan origination fees. As of June 30, 2011, the Company’s loans receivable have interest rates ranging from 5.00% to 10.25%, with an average, principal-adjusted interest rate of 8.36%. The Company’s bond portfolio has an average current yield of 7.90% as of June 30, 2011. As of June 30, 2010, the average, principal-adjusted interest rate on the Company’s portfolio of loans was 8.43% and the Company’s portfolio of bonds had an average current yield of 7.70%. The decrease in interest income was due to the scheduled repayment of mortgage loans and the maturation and sale of some of the bonds in our portfolio.

 

Interest expense was approximately $914,000 and $857,000 for the six months ended June 30, 2011 and 2010, respectively. The increase in interest expense was due to the sale of additional secured investor certificates. Net interest margin decreased from 49.29% to 43.59% resulting primarily from a decline in interest and other income of approximately 4.00% compared to an increase in interest expense of 6.60%.

 

We continually assess our loan portfolio and reserve for potential losses based on the payment history, status of loans and market conditions. Due to changing economic conditions and the current status of, and trends in, our loan portfolio, which has seen a significant rise in both past due loans and loans in the foreclosure process during the past several years, we made changes to our loan policy in fiscal 2009 to permit us to accelerate the recording of provisions when amounts become past due. We continue to monitor the policy in light of changing economic conditions. In addition, we have written off accrued interest on certain loans as a result of these changes. These changes to our loan loss policy have increased the amount of reserves against potential loan losses and our expense of past due amounts that are deemed doubtful of collection.

 

Provision for losses on mortgage loans receivable increased for the six months ended June 30, 2011 as we recorded additional provision against the mortgage loans. We recorded an additional provision for losses on loans during the six months ended June 30, 2011 of approximately $87,000 compared to approximately $142,000 for the six months ended June 30, 2010. At June 30, 2011, we reserved approximately $775,000 for sixteen mortgage loans, of which eight are three or more mortgage payments in arrears. One of these loans is in the foreclosure process. At December 31, 2010, we reserved approximately $712,000 for sixteen mortgage loans, of which ten were three or more mortgage payments in arrears.

 

Our lending practices limit deployment of our capital to churches and other non-profit religious organizations. The total principal amount of our second mortgage loans is limited to 20% of our average invested assets. We currently have one second mortgage loan of approximately $15,000 in principal amount outstanding. We do not loan to any borrower who has been in operation for less than two years and the borrower must demonstrate they can service the debt outstanding for the prior three years based on historical financial statements. We do not loan money based on projections or pledge programs. The loan amount to any borrower cannot exceed 75% loan to appraised value. Typically, we do not loan over 70% loan to value except in extenuating circumstances. In addition, the borrower’s long-term debt (including the proposed loan) cannot exceed four times the borrower’s gross income for the previous twelve month period.

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Historically, loans in our portfolio are outstanding for an average of four and a half years. Our borrowers are typically small independent churches with little or no borrowing history. Once a church establishes a payment history with us, they look to refinance their loan with a local bank, credit union or other financial institution which is willing to provide financing since the borrower has established a payment history and have demonstrated they can meet their mortgage debt obligations.

 

Operating expenses for the six months ended June 30, 2011 decreased to approximately $354,000 compared to $502,000 at June 30, 2010. The decrease is the result of lower costs associated with real estate held for sale, a decrease in real estate impairment, and the fact that we did not sustain a capital loss on the sale of bonds from our portfolio as we did during the six months ended June 30, 2010. This is due to the fact that no bonds were sold during the six months ended June 30, 2011.

 

Fiscal 2011 Second Quarter Compared to Fiscal 2010 Second Quarter

 

The Company had net income of approximately $33,000 for the three months ended June 30, 2011 and experienced a loss of approximately $22,000 for the three months ended June 30, 2010, on total interest and other income of approximately $832,000 and $791,000, respectively. Interest expense was approximately $458,000 and $433,000 for the three months ended June 30, 2011 and 2010, respectively. The increase in net interest income was approximately $16,000. In addition, the Company experienced a reduction in provisions for losses on mortgage loans receivable in the approximate amount of $23,000.

 

Operating expenses for the three months ended June 30, 2011 decreased to approximately $175,000 compared to $295,000 at June 30, 2010. The decrease in operating expenses is due to decreases in real estate impairment, legal fees and costs associated with real estate held for sale, as well as the fact that we did not sustain a capital loss on the sale of bonds from our portfolio as we did during the three months ended June 30, 2010. This is due to the fact that no bonds were sold during the three months ended June 30, 2011.

 

Mortgage Loans and Bond Portfolio

 

One mortgage loan was refinanced into a new loan during the six months ended June 30, 2011. No other mortgage loans were paid in full or funded during the six months ended June 30, 2011.

 

The Company currently owns $2,035,000 First Mortgage Bonds issued by St. Agnes Missionary Baptist Church located in Houston, Texas. The total principal amount of First Mortgage Bonds issued by St. Agnes is $13,375,000. St. Agnes defaulted on its payment obligations to bondholders in June 2007. The church subsequently commenced a Chapter 11 bankruptcy reorganization proceeding regarding the three properties that secure the First Mortgage Bonds in November 2007, which was dismissed in June 2008, and the church was subsequently foreclosed upon. The Company, along with all other bondholders, has a superior lien over all other creditors. No accrual for interest receivable from the First Mortgage Bonds is recorded by the Company. The Company has an aggregate allowance  for losses of $700,000 and $600,000 for the First Mortgage Bonds at June 30, 2011 and December 31, 2010, respectively, which effectively reduces the bonds to the fair value amount management believes will be recovered. In March 2009, a lease was signed with St. Agnes to permit it to remain in the property while submitting lease payments to bondholders as partial interest payments. Lease payments began in the second quarter of 2009, however St. Agnes failed to make all required lease payments and was evicted from the property in the first quarter of 2010. The trustee is currently attempting to sell the three properties.

 

The Company currently owns $637,000 First Mortgage Bonds and $497,000 Second Mortgage Bonds issued by Agape Assembly Baptist Church located in Orlando, Florida. The total principal amount of First Mortgage Bonds issued by Agape is $7,200,000, and the total principal amount of Second Mortgage

21
 

 

 

Bonds issued is $715,000. Agape defaulted on its payment obligations to bondholders in June 2010. The church subsequently commenced a Chapter 11 bankruptcy reorganization proceeding regarding the property that secures the First Mortgage Bonds in December 2010. The Company, along with all other bondholders, has a superior lien over all other creditors. The Company has an allowance for losses of $100,000 for the First and Second Mortgage Bonds at both June 30, 2011 and December 31, 2010, which effectively reduces the bonds to the fair value amount management believes will be recovered.

 

Dividends

 

We have elected to operate as a real estate investment trust (REIT), therefore we are required, among other things, to distribute to shareholders at least 90% of “Taxable Income” in order to maintain our REIT status. The dividends declared and paid to shareholders may include cash from origination fees even though they are not recognized as income in their entirety for the period under generally accepted accounting principles in the United States. We earned origination fees of approximately $14,700 for the three and six months ended June 30, 2011. We earned origination fees of approximately $7,100 and $18,700 for the three and six months ended June 30, 2010, respectively.

 

We paid a dividend of $.10 for each share held of record on January 25, 2011. The dividend, which was paid January 28, 2011, represents a 4.00% annual rate of return on each share of common stock owned, assuming a purchase price of $10 per share.

 

We paid a dividend of $.11 for each share held of record on April 26, 2011. The dividend, which was paid April 29, 2011, represents a 4.40% annual rate of return on each share of common stock owned, assuming a purchase price of $10 per share.

 

Our Board of Directors declared a dividend of $.11 for each share held of record on July 26, 2011. The dividend, which was paid July 29, 2011, represents a 4.40% annual rate of return on each share of common stock owned, assuming a purchase price of $10 per share.

 

Liquidity and Capital Resources

 

We generate revenue through implementation of our business plan of making mortgage loans to, and acquiring first mortgage bonds issued by, churches and other non-profit religious organizations. Our revenue is derived principally from interest income, and secondarily through the origination fees and renewal fees generated by the mortgage loans we make. We also earn income through interest on funds that are invested pending their use in funding mortgage loans and on income generated on church bonds. Our principal recurring expenses are advisory fees, legal and accounting fees, interest payments on secured investor certificates and our line of credit. Our liabilities at June 30, 2011 are primarily comprised of: dividends declared as of June 30, 2011 but not yet paid; our line of credit balance; and our secured investor certificates.

 

Our future capital needs are expected to be met by: (i) the additional sale of securities; (ii) prepayment and repayment at maturity of mortgage loans we make; (iii) borrowed funds; and (iv) bonds that mature or we sell from our bond portfolio. We believe that the “rolling” effect of mortgage loans maturing and bond repayments will provide a supplemental source of capital to fund our business operations in future years. Nevertheless, we believe that it may be desirable, if not necessary, to sell additional securities in order to enhance our capacity to make mortgage loans on a continuous basis. There can be no assurance we will be able to raise additional capital on terms acceptable for such purposes.

 

The Company has a $1.42 million line of credit with Beacon Bank. Interest is charged monthly at the rate of 6.00%. We had outstanding balances of $900,000 and $1,416,000 at June 30, 2011 and December 31,

 

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2010, respectively. The line of credit is secured by a first priority security interest in substantially all of the Company’s assets other than collateral pledged to secure the Company’s Series B and Series C secured investor certificates. The maturity date for the line is December 31, 2011, but, at the Company’s election, may be extended to December 31, 2012 if one half of the outstanding balance at December 31, 2010 is paid by December 31, 2011. The line of credit has various financial and non-financial covenants. At June 30, 2011, the Company was in compliance with financial and non-financial covenants. We will continue to pay the line of credit by: (i) selling bonds in our church bond portfolio; (ii) using proceeds from the sale of the secured investor certificates; or (iii) using principal payments and pre-payments received from current borrowers.

 

In October 2008, we filed with the Securities and Exchange Commission a registration statement to offer $20,000,000 worth of Series C Secured Investor Certificates to qualified investors. The offering was originally declared effective by the SEC on March 30, 2009, was subsequently amended in December 2009 and declared effective in January 2010, and was amended again in May and June 2011 and was declared effective on June 27, 2011. These certificates are expected to provide a source of capital to fund additional loans to qualified borrowers, pay down existing maturing certificates and to pay down our line of credit which, at times, may provide funds at less favorable terms than funds obtained through our certificate offering. At June 30, 2011, approximately $3,050,000 had been collected from the issuance of 3,050 Series C certificates. The proceeds were used to pay down our line of credit and maturing certificates. We may also use proceeds from the sale of secured investor certificates to pay dividends, if needed.

 

The Company commenced a stock repurchase program (the “2010 Program”) effective February 2, 2010 whereby it offers to shareholders on an ongoing basis (until terminated or modified by the Board of Directors) an exchange of one $1,000 principal amount Series C secured investor certificate for 200 shares of common stock of the Company, and, with respect to odd-lot holders above 200 shares converted into certificates, the sum of $5.00 cash for each remaining share. This exchange ratio was determined by management and approved by the Board of Directors, and was established as a basis for the completion of the exchange offer. This ratio was not intended to represent the amount at which the Company or any other party would be expected to purchase common stock in an arm’s-length transaction. The Company’s Board of Directors has approved up to 1,000,000 shares to be repurchased. As of June 30, 2011, requests representing approximately 532,000 shares have been submitted for share exchanges. The Company exchanged 2,769 shares during the six months ended June 30, 2011 for 13 Series C certificates ($13,000 in principal amount) and paid $845 in cash for remainder shares. The Company exchanged 528,974 shares during the year ended December 31, 2010 for 2,568 Series C certificates ($2,568,000 in principal amount) and paid $76,870 in cash for remainder shares.

 

The Company commenced a share repurchase plan (the “2011 Program”) on July 19, 2011 whereby it offers to shareholders on an ongoing, first-come, first-served basis (until terminated or modified by the Board of Directors) the repurchase of an aggregate of up to 250,000 shares of common stock at $4.00 per share. Shares may be purchased at the sole discretion of the Company, subject to the funds available after meeting Company obligations. Shareholders must present for repurchase either: (i) a minimum of 500 Shares, or (ii) the total number of Shares registered in such Shareholder’s name. The Program may be modified or rescinded at the Board’s discretion upon 10 days’ notice to shareholders.

 

During the six months ended June 30, 2011, our total assets decreased by approximately $33,000 due to a decrease in mortgage loans receivable resulting from payments on mortgage loans. Current liabilities decreased by approximately $497,000 for the six months ended June 30, 2011 due to decreases in current maturities of our secured investor certificates and payments made on our line of credit balance. Non-current liabilities increased by approximately $764,000 for the six months ended June 30, 2011 due to the sale, renewal and issuance through the 2010 Program of secured investor certificates.

 

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For the six months ended June 30, 2011, cash from operating activities increased to approximately $796,000 from $473,000 for the comparative period ended June 30, 2010, primarily related to an increase in accounts payable due to insurance proceeds held pending disbursement for repairs to a church building that experienced a fire.

 

For the six months ended June 30, 2011, cash provided by investing activities was approximately $479,000 compared to cash provided by investing activities of approximately $1,534,000 for the comparative six months ended June 30, 2010, due to an increase in collections of mortgage loans, which was offset by a decrease in proceeds from bonds.

 

For the six months ended June 30, 2011, cash used for financing activities decreased to approximately $628,000 from $1,691,000 for the comparative six months ended June 30, 2010, primarily due to a decrease in payments on our line of credit and secured investor certificate maturities.

 

Critical Accounting Estimates

 

Preparation of our financial statements requires estimates and judgments to be made that affect the amounts of assets, liabilities, revenues and expenses reported. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. We evaluate these estimates based on assumptions we believe to be reasonable under the circumstances.

 

The difficulty in applying these policies arises from the assumptions, estimates and judgments that have to be made currently about matters that are inherently uncertain, such as future economic conditions, operating results and valuations as well as management intentions. As the difficulty increases, the level of precision decreases, meaning that actual results can and probably will be different from those currently estimated.

 

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. The most sensitive estimates relate to the realizability of the mortgage loans receivable and the valuations of the bond portfolio and real estate held for sale. It is at least reasonably possible that these estimates could change in the near term and that the effect of the change, if any, may be material to the financial statements.

 

We estimate the value of real estate we hold pending re-sale based on a number of factors. We look at the current condition of the property as well as current market conditions in determining a fair value, which will determine the listing price of each property. Each property is valued based on its current listing price less any anticipated selling costs, including for example, realtor commissions. Since churches are single use facilities, the listing price of the property may be lower than the total amount owed to us. Attorney fees, taxes, utilities and real estate commission fees will also reduce the amount we collect from the sale of a property we have acquired through foreclosure. The fair value of the real estate held for sale includes estimates of expenses related to the sale of the real estate.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

 

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Items 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the principal executive officer and the principal accounting officer, of the effectiveness of the Company’s disclosure controls and procedures as of the end of the quarter ended June 30, 2011. Based on that evaluation, the principal executive officer and the principal accounting officer concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal accounting officer, to allow timely decisions regarding required disclosure.

 

Changes in Internal Controls over Financial Reporting

 

During the six months ended June 30, 2011, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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PART II

 

OTHER INFORMATION

 

 

Item 1.  Legal Proceedings.

 

None.

 

Item 1A.  Risk Factors.

 

Not applicable.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

 

(a)    Not Applicable

 

(b)   Not Applicable

 

(c)     

 

Issuer Purchases of Equity Securities*

 

Period Total Number of Shares Purchased Average Price Paid Per Share

 

Total Number of Shares Purchased as Part of Publicly Announced Plan

Maximum Number of Shares that May Yet Be Purchased Under the Plan

January 1, 2011 to

January 31, 2011

0 $5.00 0 471,026

February 1, 2011 to

February 28, 2011

0 $5.00 0 471,026

March 1, 2011 to

March 31, 2011

2,769 $5.00 2,769 468,257

April 1, 2011 to

April 30, 2011

0 $5.00 0 468,257

May 1, 2011 to

May 31, 2011

0 $5.00 0 468,257

June 1, 2011 to

June 30, 2011

0 $5.00 0 468,257

 

Totals:

2,769   2,769  

 

 

*The Company commenced a stock repurchase program (the “2010 Program”) effective February 2, 2010 whereby it offers to shareholders on an ongoing basis (until terminated or modified by the Board of Directors) an exchange of one $1,000 principal amount Series C secured investor certificate for 200 shares of common stock of the Company, and, with respect to odd-lot holders after conversion, we paid the sum of $5.00 cash for each remaining share. The Company’s Board of Directors has approved up to 1,000,000 shares to be repurchased under the 2010 Program. The Company exchanged 2,769

 

26
 

 

 

shares during the six months ended June 30, 2011 for 13 Series C certificates ($13,000 in principal amount) and paid $845 in cash for remainder shares.

 

The Company commenced a share repurchase plan (the “2011 Program”) on July 19, 2011 whereby it offers to shareholders on an ongoing, first-come, first-served basis (until terminated or modified by the Board of Directors) the repurchase of up to 250,000 shares of common stock at $4.00 per share. Shares may be purchased at the sole discretion of the Company, subject to the funds available after meeting Company obligations. Shareholders must present for repurchase either: (i) a minimum of 500 Shares, or (ii) the total number of Shares registered in such Shareholder’s name. The Program may be modified or rescinded at the Board’s discretion upon 10 days’ notice to shareholders. See Exhibit 4.1 for additional information regarding the 2011 Program.

 

Item 3. Defaults Upon Senior Securities

None.

 

Item 4. (Removed and Reserved).

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits

 

Exhibit

Number Title of Document

 

4.1 American Church Mortgage Company Share Repurchase Plan

 

31.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the of the Sarbanes-Oxley Act of 2002.

 

32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the of the Sarbanes-Oxley Act of 2002.

 

101* The following financial information from our Quarterly Report on Form 10-Q for the quarter of ended June 30, 2011, filed with the SEC on August 12, 2011, is formatted in eXtensible Business Reporting Language (XBRL): (i) the Balance Sheets at June 30, 2011 and December 31, 2010; (ii) the Statements of Operations for the six months ended June 30, 2011 and 2010 and for the three months ended June 30, 2011 and 2010; (iii) the Statements of Cash Flows for the six months ended June 30, 2011 and 2010; and (iv) the Notes to Financial Statements (Unaudited).

_________________________

*The XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed" or part of a registration statement or prospectus for purposes of Sections 11 or 12

27
 

 

of the Securities Act of 1933, as amended, additionally the data shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under these sections.

28
 

 


SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: August 12, 2011

 

AMERICAN CHURCH MORTGAGE COMPANY

 

By: /s/ Philip J. Myers

Philip J. Myers

Chief Executive Officer

(Principal Executive Officer)

 

 

By: /s/ Scott J. Marquis

Scott J. Marquis

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29
 

EX-31.1 2 exhibit311.htm OFFICER'S CERTIFICATE

Exhibit 31.1

 

 

OFFICER'S CERTIFICATE

PURSUANT TO SECTION 302

 

I, Philip J. Myers, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of American Church Mortgage Company.

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-5(e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: August 12, 2011

 

 

By: /s/ Philip J. Myers
  Philip J. Myers
  Chief Executive Officer
  (Principal Executive Officer)

 

 

EX-31.2 3 exhibit312.htm OFFICER'S CERTIFICATE

Exhibit 31.2

 

OFFICER’S CERTIFICATE

PURSUANT TO SECTION 302

 

I, Scott J. Marquis, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of American Church Mortgage Company.

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-5(e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: August 12, 2011

 

 

By: /s/ Scott J. Marquis
  Scott J. Marquis
  Chief Financial Officer and Treasurer
  (Principal Financial Officer)
 
 

EX-32.1 4 exhibit321.htm CERTIFICATION

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report of American Church Mortgage Company (the “Company”) on Form 10-Q for the period ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

Dated: August 12, 2011 By: /s/ Philip J. Myers
  Chief Executive Officer
  (Principal Executive Officer)

 

EX-32.2 5 exhibit322.htm CERTIFICATION

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report of American Church Mortgage Company (the “Company”) on Form 10-Q for the period ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

Dated: August 12, 2011 By: /s/ Scott J. Marquis
  Chief Financial Officer and Treasurer
  (Principal Financial Officer)

EX-4.1 6 exhibit41.htm SHARE REPURCHASE PROGRAM

Exhibit 4.1

AMERICAN CHUCH MORTGAGE COMPANY

SHARE REPURCHASE PLAN

Dated July 13, 2011

 

The Board of Directors (the “Board”) of American Church Mortgage Company, a Minnesota corporation (the “Company”), has adopted this Share Repurchase Plan (the “Repurchase Plan”) by which shares of the Company’s common stock, par value $0.01 per share (“Shares”), may be repurchased by the Company from shareholders subject to certain conditions and limitations. The purpose of this Repurchase Plan is to provide limited interim liquidity for shareholders under the terms, conditions and limitations set forth below until a liquidity event occurs. No shareholder is required to participate in the Repurchase Plan.

 

1. Repurchase of Shares. The Company may, at the Board’s sole discretion, repurchase up to 250,000 Shares presented to the Company for cash to the extent it has sufficient proceeds to do so and subject to the conditions and limitations set forth herein. Any and all Shares repurchased by the Company shall be canceled, and will have the status of authorized but unissued Shares. Shares acquired by the Company through the Repurchase Plan will not be reissued unless they are first registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and other appropriate state securities laws or otherwise issued pursuant to exemptions from applicable registration requirements of such laws.

 

2. Share Redemptions.

 

a. Repurchase Price. The prices per Share at which the Company will repurchase Shares will be as follows: for shareholders who have continuously held their Shares for at least one year, (i) the redemption price per Share shall be $4.00 (less a $20 administrative fee that the Company may, in its discretion, charge for repurchases), or (ii) such price as the Board may otherwise determine.

 

3. Funding and Operation of Repurchase Plan. The Company may make purchases under the Repurchase Plan, at its sole discretion, as funds allow, the allocation of funds to be utilized for such purposes being subordinated to all other obligations of the Company. The Company may repurchase Shares on a continuous basis.

 

4. Shareholder Requirements. Any shareholder may request a repurchase with respect to all or a designated portion of their Shares, subject to the following conditions and limitations:

 

a. Holding Period. Only Shares that have been held by the presenting shareholder for at least one (1) year are eligible for repurchase by the Company.

 

b. No Encumbrances. All Shares presented for repurchase must be owned by the shareholder(s) making the presentment, or the party presenting the Shares must be authorized to do so by the owner(s) of the Shares. Such Shares must be fully transferable and not subject to any liens or other encumbrances.

 

c. Share Repurchase Form. The presentment of Shares must be accompanied by a completed Share Repurchase Request form, a copy of which is attached hereto as Exhibit A. All Share certificates must be properly endorsed.

 

d. Presentment; Minimum Amounts. All Shares presented and all completed Share Repurchase Request received by the Company (or any repurchase agent) will be accepted or rejected for repurchase by the Company within 30 calendar days of the Company’s receipt of completed Share Repurchase Requests (accompanied by endorsed Shares). To be eligible for participation, Shareholders must present for repurchase either: (i) a minimum of 500 Shares, or (ii) the total number of Shares registered in such Shareholder’s name.

 

e. Repurchase Request Withdrawal. A shareholder may withdraw his or her repurchase request upon written notice to the Company at any time prior to the date of repurchase.

 

f. Ineffective Withdrawal. In the event the Company receives a written notice of withdrawal from a shareholder after the Company has repurchased all or a portion of such shareholder’s Shares, the notice of withdrawal shall be ineffective with respect to the Shares already repurchased, but shall be effective with respect to

 

 
 

 

any of such shareholder’s Shares that have not been repurchased. The Company shall provide any such shareholder with prompt written notice of the ineffectiveness or partial ineffectiveness of such shareholder’s written notice of withdrawal.

 

g. Repurchase Agent. The Company may utilize a registered broker dealer in connection with the repurchases under this Plan.

 

h. Termination, Amendment or Suspension of Plan. The Board, in its sole discretion, may terminate, amend or suspend the Repurchase Plan if it determines to do so is in the best interest of the Company. A determination by the Board to terminate, amend or suspend the Repurchase Plan will require the affirmative vote of a majority of the Board, including a majority of the independent Directors. If the Company terminates, amends or suspends the Repurchase Plan, the Company will provide shareholders with ten (10) days prior written notice and the Company will disclose the changes in the appropriate current or periodic report filed with the Securities and Exchange Commission.

 

5. Miscellaneous.

 

a. Advisor Ineligible. The Advisor to the Company, Church Loan Advisors, Inc., shall not be permitted to participate in the Repurchase Plan.

 

b. Liability. Neither the Company nor any repurchase agent shall have any liability to any shareholder for the value of the shareholder’s Shares, the repurchase price of the shareholder’s Shares, or for any damages resulting from the shareholder’s presentation of his or her Shares, the repurchase of the Shares under this Repurchase Plan or from the Company’s determination not to repurchase Shares under the Repurchase Plan, except as a result from the Company’s or the repurchase agent’s gross negligence, recklessness or violation of applicable law; provided, however, that nothing contained herein shall constitute a waiver or limitation of any rights or claims a shareholder may have under federal or state securities laws.

 

c. Taxes. Shareholders shall have complete responsibility for payment of all taxes, assessments, and other applicable obligations resulting from the Company’s repurchase of Shares.

 

 
 

EXHIBIT A

AMERICAN CHURCH MORTGAGE COMPANY

SHARE REPURCHASE REQUEST FORM

 

Dear Shareholder:

De

If you are interested in having us repurchase your outstanding shares of American Church Mortgage Company Common Stock for cash, please sign this reservation form where indicated and return the form to us.

 

 

 

 

Shareholder Number:  
   
Number of Shares Certificated:   
Number of Shares in Book Entry:  
Total Number of Shares Owned:        

 

Total amount of cash you will receive if we purchase all of your outstanding shares (less a $20 administrative fee):  

 

By signing and submitting this form, the undersigned hereby acknowledges and represents to each the Company and our repurchase agent the following:

 

·         The undersigned is the owner (or duly authorized agent of the owner) of the Shares presented for repurchase, and thus is authorized to present the Shares for repurchase.

 

·         The Shares presented for repurchase are eligible for repurchase pursuant to the Share Repurchase Plan. The Shares are fully transferable and have not been assigned, pledged, or otherwise encumbered in any way.

 

·         The undersigned hereby indemnifies and holds harmless the Company, our repurchase agent, and each of their respective officers, Directors and employees from and against any liabilities, damages, expenses, including reasonable attorneys’ fees, arising out of or in connection with any misrepresentation made herein.

 

·         Stock certificates for the Shares presented for repurchase (if applicable) are enclosed, properly endorsed with Medallion Signature Guarantee.

 

It is recommended that this Share Repurchase Request and any attached stock certificates be sent to our repurchase agent at the address below via overnight courier, certified mail, or other means of guaranteed delivery. Your signature(s) on your certificate must be Medallion Signature Guaranteed. If your shares are shown in book-entry form, a signed Medallion Signature Guaranteed stock power will need to be completed. This Share Repurchase Request form can be used as a substitute for a signed stock power. However, it must be Medallion Signature Guaranteed. This form cannot be used as a substitute for your certificated shares. If you have lost or cannot find your certificate it will need to be replaced prior to us repurchasing your shares. Please contact us regarding replacing your lost certificate.

 

Your Share Repurchase Request will be processed by our repurchase agent: American Investors Group, Inc., (“AIGI”) a securities broker-dealer and a FINRA member firm. If AIGI does not have an account application on file for you, an account application must be completed in order to process your repurchase request. AIGI can provide a Medallion Signature Guarantee if we have a current account application on file from you.

 

You can obtain both a stock power and account application form from our website www.churchbondsusa.com. Click on the link called “Library” and you will find both AIGI’s account application and a stock power which you can download, or you can call our office and we will be glad to mail you an account application and/or stock power.

 

Return the signed and Medallion Guaranteed Share Repurchase Request Form, stock certificate or stock power and account application (if applicable) to:

American Investors Group, Inc.

10237 Yellow Circle Drive

Minnetonka, MN 55343-9101

 

If you have any questions, please contact the Company at 1-800-815-1175 ext. 127.

 

     
Signature of Owner                         (Date)   Signature of Co-Owner (if applicable)            (Date)

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Entity Filer Category Entity Public Float Entity Common Stock, Shares Outstanding Document Fiscal Period Focus Document Fiscal Year Focus ASSETS Current Assets Cash and equivalents Accounts receivable Interest receivable Current naturities of mortgage loans receivable, net of allowance of $15,157 and $28,574 and deferred origination fees of $43,009 and $39,965 at June 30, 2011 and December 31, 2010, respectively Current maturities of bond portfolio, at fair value Prepaid expenses and other assets Total current assets Mortgage Loans Receivable, net of current maturities, allowance fo $760,220 and $683,255 and deferred origination fees of $523,743 and $532,873 at June 30, 2011 and December 31, 2010, respectively Bond Portfolio, at fair value, net of current maturities Real Estate Held for Sale Deferred Offering Costs, net of accumulated amortization of $764,525 and $705,923 at June 30, 2011 and December 31, 2010, respectively Total Assets LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Current maturities of secured investor certificates Line of credit Accounts payable Management fee payable Dividends payable Total current liabilities Deposit on real estate held for sale Secured Investor Certificates, Series B, net of current maturities Secured Investor Certificates, Series C Total liabilities Stockholders' Equity Common stock, par value $.01 per share, Authorized, 30,000,000 shares, Issued and outstanding, 1,940,338 shares at June 30, 2011 and 1,943,107 at December 31, 2010 Additional paid-in capital Accumulated deficit Total stockholders' equity Total liabilities and stockholders' equity Current allowance for current maturities of mortgage loans recievable Current deferred origination fees for current mortgage loans recievable Allowance for mortgage loans recievable Deferred origination fees for mortgage loans recievable Accumulated amortization for deferred offering costs Common Stock, par value Common Stock, Authorized Common Stock, Issued Common Stock, Outstanding Interest and Other Income Interest Expense Net Interest Income Provision for losses on mortgage loans receivable Provision for losses on bonds Provision for Losses on Mortgage Loans Receivable and Bonds Net Interest Income after Provision for Mortgage and Bond Losses Operating Expenses Other operating expenses Real estate impairment Total Operating Expenses Operating Income Other Income Net Income Basic and Diluted Income Per Share Dividends Declared Per Share Weighted Average Common Shares Outstanding - 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Beginning of Year Cash and Equivalents - End of Year Supplemental Cash Flow Information Dividends Payable Mortgages receivable reclassified to real estate held for sale Interest paid Secured investor certificates issued through the stock repurchase program Summary of Significant Accounting Pollicies Fair Value Measurments Mortgage Loans Receivable and Bond Portfolio Secured Investor Certificates Line Of Credit Transactions With Affiliates Fair Value Of Financial Instruments Assets, Current Assets Liabilities, Current Liabilities Stockholders' Equity Attributable to Parent Liabilities and Equity Allowance for Notes, Loans and Financing Receivable, Current DeferredOrginiationFeesLoansReceivableCurrent Allowance for Notes, Loans and Financing Receivable, Noncurrent DeferredOrginiationFeesLoansReceivableNoncurrent Accumulated Amortization, Deferred Finance Costs Interest Income (Expense), Net ProvisionForLossesOnMortgageLoansReceivableAndBonds NetInterestIncomeAfterAllowances TotalOperatingExpenses Operating Income (Loss) Increase (Decrease) in Accounts Receivable Increase (Decrease) in Accrued Interest Receivable, Net Increase (Decrease) in Accounts Payable ManagementFeePayable Net Cash Provided by (Used in) Operating Activities Net Cash Provided by (Used in) Investing Activities Net Cash Provided by (Used in) Financing Activities Cash and Cash Equivalents, at Carrying Value Dividends Payable (Deprecated 2009-01-31) Current portion of bond portfolio Bond Portfolio Net of Current Maturities Mortgage Loans Due (Current 12 month period) Mortgage Loans Due Net of Current Series B Certificates Series C Certificates Deferred Origination Fees due in next 12 months Deferred Origination Fees net of Current Provision for losses on Mortgage Loans Provision for Losses on Bonds Total provisions for mortgage loans and bonds Net Interest Income Real Estate Impairment Reserve Total Operating Expenses Changes in Assets and Liabilites Text Block Managment Fee Payable Proceeds from Origination Income Collections of Mortgage Loans Investment in Bonds Proceeds from Sale of Certificates Payments made on maturing Certificates Payment of Deferred Offering Costs Adjustment to Net Income Text Block Origination of Mortgage Loans Certificates Issued through Stock Exchange Program Summary of Significant Accounting Policies Fair Value Measurments Text Block Mortgage Loans Receivable Secured Investor Certificates Text Block Transactions with Affliliates Text Block Fair Value of Financial Instruments Text Block Mortgage Reclassified to Real Estate Held for ReSale XML 13 R3.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Balance Sheets (Parenthetical) (USD $)
Jun. 30, 2011
Dec. 31, 2010
Current Assets    
Current allowance for current maturities of mortgage loans recievable $ 15,157 $ 28,574
Current deferred origination fees for current mortgage loans recievable 43,009 39,965
Allowance for mortgage loans recievable 760,220 683,255
Deferred origination fees for mortgage loans recievable 523,743 532,873
Accumulated amortization for deferred offering costs $ 764,525 $ 705,923
Stockholders' Equity    
Common Stock, par value $ 0.01 $ 0.01
Common Stock, Authorized 30,000,000 30,000,000
Common Stock, Issued 1,940,338 1,943,107
Common Stock, Outstanding 1,940,338 1,943,107
XML 14 R4.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Statements of Operations 6 Months (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2011
Jun. 30, 2010
Jun. 30, 2011
Jun. 30, 2010
Interest and Other Income $ 831,735 $ 790,994 $ 1,620,101 $ 1,690,803
Interest Expense 458,498 433,370 913,961 857,345
Net Interest Income 373,237 357,624 706,140 833,458
Provision for losses on mortgage loans receivable 41,381 88,679 86,944 142,171
Provision for losses on bonds 100,000   100,000  
Provision for Losses on Mortgage Loans Receivable and Bonds 141,381 88,679 186,944 142,171
Net Interest Income after Provision for Mortgage and Bond Losses 231,856 268,945 519,196 691,287
Other operating expenses 198,867 202,539 378,391 409,816
Real estate impairment   92,000   92,000
Total Operating Expenses 198,867 294,539 378,391 501,816
Operating Income 32,989 (25,594) 140,805 189,471
Other Income 164 3,117 321 7,862
Net Income $ 33,153 $ (22,477) $ 141,126 $ 197,333
Basic and Diluted Income Per Share $ 0.02 $ 0.01 $ 0.07 $ 0.08
Dividends Declared Per Share $ 0.11 $ 0.10 $ 0.22 $ 0.20
Weighted Average Common Shares Outstanding - Basic and Diluted 1,919,016 2,275,762 1,941,291 2,372,831
XML 15 R1.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Document and Entity Information
6 Months Ended
Jun. 30, 2011
Aug. 12, 2011
Entity Registrant Name American Church Mortgage Company  
Entity Central Index Key 0000934543  
Document Type 10-Q  
Document Period End Date Jun. 30, 2011
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Is Entity a Well-known Seasoned Issuer? No  
Is Entity a Voluntary Filer? No  
Is Entity's Reporting Status Current? Yes  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   1,940,338
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2011  
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XML 17 R12.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Line Of Credit
6 Months Ended
Jun. 30, 2011
Line Of Credit

6. LINE OF CREDIT

 

The Company has a $1.42 million line of credit with Beacon Bank. Interest is charged monthly at the rate of 6.00%. We had outstanding balances of $900,000 and $1,416,000 at June 30, 2011 and December 31, 2010, respectively. The line of credit is secured by a first priority security interest in substantially all of the Company’s assets other than collateral pledged to secure the Company’s Series B and Series C secured investor certificates. The maturity date for the line is December 31, 2011, but, at the Company’s election, may be extended to December 31, 2012 if one half of the outstanding balance at December 31, 2010 is paid by December 31, 2011. The line of credit has various financial and non-financial covenants. At June 30, 2011, the Company was in compliance with financial and non-financial covenants.

XML 18 R8.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Summary of Significant Accounting Pollicies
6 Months Ended
Jun. 30, 2011
Summary of Significant Accounting Pollicies

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with the instructions for interim statements and, therefore, do not include all information and disclosures necessary for fair presentation of results of operations, financial position, and changes in cash flow in conformity with generally accepted accounting principles. However, in the opinion of management, such statements reflect all adjustments (which include only normal recurring adjustments) necessary for fair presentation of financial position, results of operations, and cash flows for the period presented.

 

The unaudited financial statements of the Company should be read in conjunction with the December 31, 2010 audited financial statements included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission for the year ended December 31, 2010. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

 

Nature of Business

 

American Church Mortgage Company, a Minnesota corporation, was incorporated on May 27, 1994. The Company operates as a real estate investment trust (“REIT”), and was organized to engage primarily in the business of making mortgage loans to churches and other nonprofit religious organizations throughout the United States, on terms established for individual organizations.

 

Accounting Estimates

 

Management uses estimates and assumptions in preparing these financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. The most sensitive estimates relate to the realizability of the mortgage loans receivable, the valuation of the bond portfolio and real estate held for sale. It is at least reasonably possible that these estimates could change in the near term and that the effect of the change, if any, may be material to the financial statements.

 

Concentration of Credit Risk

 

The Company's loans have been granted to churches and other non-profit religious organizations. The ability of the Company’s debtors to honor their contracts is dependent upon a number of factors, including member contributions and the involvement in the church or organization of its senior pastor.

 

 

 

 

Cash and Equivalents

 

The Company considers all highly liquid debt instruments purchased with maturities of three months or less to be cash equivalents.

 

The Company maintains accounts primarily at two financial institutions. At times throughout the year, the Company’s cash and equivalents balances may exceed amounts insured by the Federal Deposit Insurance Corporation. Cash in money market funds is not federally insured. The Company had approximately $5,000 in money market fund accounts at both June 30, 2011 and December 31, 2010. The Company has not experienced any losses in such accounts.

 

Bond Portfolio

The Company accounts for the bond portfolio under the Accounting Standards Codification (ASC) 320. The Company classifies the bond portfolio as “available-for-sale” and measures the portfolio at fair value. While the bonds are generally held until contractual maturity, the Company classifies them as available-for-sale as the proceeds from the sale of bonds may be used to repay secured investor certificates or provide additional liquidity or working capital in the short term. The Company has classified $873,000 and $627,000 in bonds as current assets as of June 30, 2011 and December 31, 2010, respectively, based on management’s estimates for liquidity requirements and contractual maturities of certain bonds maturing in 2011 and 2010, respectively.

 

Allowance  for Mortgage Loans Receivable

 

The Company records mortgage loans receivable at estimated net realizable value, which is the unpaid principal balances of the mortgage loans receivable, less the allowance for mortgage loans. The Company’s loan policy provides an allowance for estimated uncollectible loans based on an evaluation of the current status of the loan portfolio. This policy reserves for principal amounts outstanding on a particular loan if cumulative interruptions occur in the normal payment schedule of a loan; therefore, the Company recognizes an allowance for losses and an allowance for the outstanding principal amount of a loan in the Company’s portfolio if the amount is in doubt of collection. Additionally, no additional interest income is recognized on impaired loans, which are loans that are declared to be in default or are in the foreclosure process. At June 30, 2011, the Company reserved $775,377 for sixteen mortgage loans, of which eight are three or more mortgage payments in arrears. One of the loans is in the foreclosure process. At December 31, 2010, the Company reserved $711,829 for sixteen mortgage loans, of which ten were three or more mortgage payments in arrears. Three of the loans were in the foreclosure process.

 

A summary of transactions in the allowance for credit losses for the six months ended June 30, 2011 is as follows:

 

 

 

 

Balance at December 31, 2010   $ 711,829
Provision for additional losses   86,944
Reclassification to real estate held for sale   (23,396)
  Charge-offs               -
Balance at June 30, 2011   $ 775,377

 

The total impaired loans were approximately $1,593,000 and $2,248,000 at June 30, 2011 and December 31, 2010, respectively, which the Company believes are adequately secured by the underlying collateral and the allowance for mortgage loans.

 

Loans totaling approximately $2,538,000 and $2,989,000 exceeded 90 days past due but continued to accrue interest as of June 30, 2011 and December 31, 2010, respectively. The Company believes that continued interest accruals are appropriate because the loans are well secured, not deemed to be in default and the Company is actively pursuing collection of past due payments.

 

Real Estate Held for Sale

 

The Company records real estate held for sale at the estimated fair value, which is net of the expected expenses related to the sale of the real estate.

 

Carrying Value of Long-Lived Assets

 

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that the carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of the estimated useful life.

 

Recoverability is assessed based on the carrying amount of the asset compared to the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An allowance for losses is recognized when the carrying amount is deemed not recoverable and exceeds fair value as determined through various valuation techniques including, but not limited to, discounted cash flow models, quoted market values, and third party independent appraisals.

 

Revenue Recognition

 

Interest income on mortgage loans receivable and the bond portfolio is recognized as earned. Other income included with interest represents cash received for loan origination fees, which are recognized over the life of the loan as an adjustment to the yield on the loan.

 

Deferred Financing Costs

 

The Company defers the costs related to obtaining financing. These costs are amortized over the life of the financing using the straight line method, which approximates the effective interest method.

 

Income Per Common Share

 

No adjustments were made to income for the purpose of calculating earnings per share, as there were no potentially dilutive shares outstanding.

 

XML 19 R14.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Fair Value Of Financial Instruments
6 Months Ended
Jun. 30, 2011
Fair Value Of Financial Instruments

8. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company is required to disclose the fair value information about financial instruments, where it is practicable to estimate that value. Because assumptions used in these valuation techniques are inherently subjective in nature, the estimated fair values cannot always be substantiated by comparison to independent market quotes and, in many cases, the estimated fair values could not necessarily be realized in an immediate sale or settlement of the instrument.

 

The fair value estimates presented herein are based on relevant information available to management as of June 30, 2011 and December 31, 2010, respectively. Management is not aware of any factors that would significantly affect these estimated fair value amounts. As these reporting requirements exclude certain financial instruments and all non-financial instruments, the aggregate fair value amounts presented herein do not represent management’s estimate of the underlying value of the Company.

  

The estimated fair values of the Company’s financial instruments, none of which are held for trading purposes, are as follows:

  June 30, 2011 December 31, 2010
  Carrying Fair Carrying Fair
  Amount Value Amount Value
         
Cash and equivalents $      997,187 $      997,187 $       350,339 $       350,339
Accounts receivable 109,908 109,908 112,209 112,209
Interest receivable 132,080 132,080 139,441 139,441
Mortgage loans receivable 29,457,737 31,877,261 30,145,838 29,650,126
Bond portfolio 10,158,211 10,158,211 10,277,849 10,277,849
Secured investor certificates 24,721,000 29,421,270 24,343,000 27,952,977
Line of credit 900,000 900,000 1,416,000 1,416,000

 

The following methods and assumptions were used by the Company to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value:

 

Cash and equivalents

 

Due to their short-term nature, the carrying amount of cash and cash equivalents approximates fair value.

 

Accounts receivable

 

The carrying amount of accounts receivable approximates fair value.

 

Interest receivable

 

The carrying amount of interest receivable approximates fair value.

 

Mortgage loans receivable

 

The fair value of the mortgage loans receivable is currently greater than the carrying value as the portfolio is currently yielding a higher rate than similar mortgages with similar terms for borrowers with similar credit quality. The credit markets in which we conduct business have experienced a decrease in interest rates resulting in the fair value of the mortgage loans rising during the six months ended June 30, 2011.

 

Bond portfolio

 

We determine the fair value of the bond portfolio shown in the table above by comparing the bonds we hold with similar instruments in inactive markets. The analysis reflects the contractual terms of the bonds, which are callable at par by the issuer at any time, and the anticipated cash flows of the bonds and uses observable and unobservable market-based inputs. Unobservable inputs include our internal credit rating and selection of similar bonds for valuation.

 

Secured investor certificates

 

The fair value of the secured investor certificates is currently greater than the carrying value due to higher interest rates than current market rates.

 

Line of credit

 

The carrying amount of the line of credit approximates fair value.

 

XML 20 R13.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Transactions With Affiliates
6 Months Ended
Jun. 30, 2011
Transactions With Affiliates

7. TRANSACTIONS WITH AFFILIATES

 

The Company has an Advisory Agreement with Church Loan Advisors, Inc. (the “Advisor”). The Advisor is responsible for the day-to-day operations of the Company and provides office space and administrative services. The Advisor and the Company are related through common ownership and common management. The Company paid the Advisor management and origination fees of approximately $109,000 and $96,000 during the three months ended June 30, 2011 and 2010, respectively, and $211,000 and $192,000 during the six months ended June 30, 2011 and 2010, respectively.

XML 21 R6.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Statements of Cash Flows (USD $)
6 Months Ended
Jun. 30, 2011
Jun. 30, 2010
Net income $ 141,126 $ 197,333
Impairment on real estate held for sale   92,000
Provision for losses on mortgage loans receivable 86,944 142,171
Provision for losses on bonds 100,000  
Amortization of loan origination discounts (20,786) (15,982)
Amortization of deferred costs 58,602 64,552
Accounts receivable 44,069 23,416
Interest receivable 7,361 16,186
Prepaid expenses (15,316) (8,468)
Accounts payable 407,878 (38,704)
Management fee payable (22,357)  
Net cash provided by operating activities 787,521 472,504
Cash Flows from Investing Activities    
Origination of mortgage loans (30,449)  
Proceeds from origination fees 14,700 18,736
Collections of mortgage loans 475,354 167,286
Investment in bonds (31,046)  
Proceeds from bonds 50,684 1,348,137
Net cash provided by investing activities 479,243 1,534,159
Cash Flows from Financing Activities    
Payments on line of credit, net (516,000) (1,288,315)
Proceeds from secured investor certificates 484,000 630,000
Payments on secured investor certificate maturities (119,000) (394,000)
Payments for deferred costs (60,323) (93,200)
Stock redemptions (845)  
Dividends paid (407,748) (494,416)
Net cash used for financing activities (619,916) (1,639,931)
Net Increase (Decrease) in Cash and Equivalents 646,848 366,732
Cash and Equivalents - Beginning of Year 350,339 67,137
Cash and Equivalents - End of Year $ 997,187 $ 433,869
XML 22 R9.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Fair Value Measurments
6 Months Ended
Jun. 30, 2011
Fair Value Measurments

2. FAIR VALUE MEASUREMENTS

 

The Company measures certain financial instruments at fair value in our balance sheets. The fair value of these instruments is based on valuations that include inputs that can be classified within one of the three levels of a hierarchy. Level 1 inputs include quoted market prices in an active market for identical assets or liabilities. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data.

 

Except for the bond portfolio, which is required by authoritative accounting guidance to be recorded at fair value in our Balance Sheets, the Company elected not to record any other financial assets or liabilities at fair value on a recurring basis. We recorded additional provisions for losses on our St. Agnes and Agape bonds (Note 3), which totaled $100,000 and $200,000 for the periods ended June 30, 2011 and December 31, 2010, respectively. Total allowance for losses on our bond portfolio equaled $800,000 and $700,000 at June 30, 2011 and December 31, 2010, respectively.

 

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring basis:

                        

Fair Value

Measurement

June 30, 2011 Fair Value Level 3
     
Bond portfolio $10,158,211 $10,158,211

 

                         

Fair Value

Measurement

December 31, 2010 Fair Value Level 3
     
Bond portfolio $10,277,849 $10,277,849

 

We determine the fair value of the bond portfolio shown in the table above by comparing it with similar instruments in inactive markets. The analysis reflects the contractual terms of the bonds, which are callable at par by the issuer at any time, and the anticipated cash flows of the bonds, and uses observable and unobservable market-based inputs. Unobservable inputs include our internal credit rating and selection of similar bonds for valuation.

 

The change in Level 3 assets measured at fair value on a recurring basis is summarized as follows:

  Bond Portfolio
   
Balance at December 31, 2010 $10,277,849
Purchases 31,046
Proceeds (50,684)
Allowance for losses   (100,000)      
Balance at June 30, 2011 $10,158,211

 

Real estate held for sale and impaired loans are recorded at fair value on a nonrecurring basis. The fair value of real estate held for sale was based upon the listed sales price less expected selling costs, which is a Level 2 input. There were no allowances for losses recorded during the periods ended June 30, 2011 and 2010.

 

The following table summarizes the Company’s financial instruments that were measured at fair value on a nonrecurring basis:

  June 30, 2011
  Level 1   Level 2   Level 3   Fair Value at June 30, 2011
Impaired Loans $                  -                 $              -    $1,241,640   $1,241,640
Real estate held for resale                  -                     848,102               -    848,102
  $                  -    $848,102   $1,241,640   $2,089,742

 

 

  December 31, 2010
  Level 1   Level 2   Level 3  

Fair Value at December 31,

2010

Impaired Loans $                  -                 $              -    $1,840,000   $1,840,000
Real estate held for resale                  -                     727,532               -    727,532
  $                  -    $727,532   $1,840,000   $2,567,532

 

 

The change in Level 2 and Level 3 assets measured at fair value on a nonrecurring basis is summarized as follows:

 

Fair Value

Measurement

Level 3

Fair Value

Measurement

Level 2

     
  Impaired Loans Real Estate Held for Sale            
     
Balance at December 31, 2010 $1,840,000 $727,532
Additions/Acquisitions 15,267 121,270
Dispositions/Proceeds (578,990) (700)
Additional provision for losses    (34,637)              -
Balance at June 30, 2011 $1,241,640 $848,102

 

XML 23 R10.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Mortgage Loans Receivable and Bond Portfolio
6 Months Ended
Jun. 30, 2011
Mortgage Loans Receivable and Bond Portfolio

3. MORTGAGE LOANS RECEIVABLE AND BOND PORTFOLIO

 

At June 30, 2011, the Company had mortgage loans receivable totaling $30,799,866. The loans bear interest ranging from 5.00% to 10.25% with a weighted average of approximately 8.36% at June 30, 2011. The Company had mortgage loans receivable totaling $31,430,505 that bore interest ranging from 5.00% to 10.25% with a weighted average of approximately 8.30% at December 31, 2010.

 

The Company has a portfolio of secured church bonds at June 30, 2011 and December 31, 2010, which are carried at fair value. The bonds pay either semi-annual or quarterly interest ranging from 5.25% to 10.40%. The aggregate value of secured church bonds equaled approximately $10,958,211 at June 30, 2011 with a weighted average interest rate of 7.90% and approximately $10,991,000 at December 31, 2010 with a weighted average interest rate of 7.92%. These bonds are due at various maturity dates through July 2039.

 

The contractual maturity schedule for mortgage loans receivable and the bond portfolio as of June 30, 2011, is as follows:

  Mortgage Loans Bond Portfolio
     
July 1, 2011 through June 30, 2012 $      602,056 $       873,000
July 1, 2012 through December 31, 2012 327,533 69,000
2013 1,688,318 605,000
2014 828,351 681,000
2015 969,046 146,000
Thereafter 26,384,562 8,584,211
            30,799,866   10,958,211    
Less loan loss and bond loss allowances (775,377) (800,000)
Less deferred origination income     (566,752) ______-__
            Totals $29,457,737 $10,158,211

 

The Company currently owns $2,035,000 First Mortgage Bonds issued by St. Agnes Missionary Baptist Church located in Houston, Texas. The total principal amount of First Mortgage Bonds issued by St. Agnes is $13,375,000. St. Agnes defaulted on its payment obligations to bondholders in September 2007. The church subsequently commenced a Chapter 11 bankruptcy reorganization proceeding regarding the three properties that secure the First Mortgage Bonds in November 2007, which was dismissed in September 2008, and the church was subsequently foreclosed upon. The Company, along with all other bondholders, has a superior lien over all other creditors. No accrual for interest receivable from the First Mortgage Bonds is recorded by the Company. The Company has an aggregate allowance for losses of $700,000 and $600,000 for the First Mortgage Bonds at June 30, 2011 and December 31, 2010, respectively, which effectively reduces the bonds to the fair value amount management believes will be recovered. In March 2009, a lease was signed with St. Agnes to permit it to remain in the property while submitting lease payments to bondholders as partial interest payments. Lease payments began in the second quarter of 2009, however St. Agnes failed to make all required lease payments and was evicted from the property in the first quarter of 2010. The trustee is currently attempting to sell the three properties.

 

The Company currently owns $637,000 First Mortgage Bonds and $497,000 Second Mortgage Bonds issued by Agape Assembly Baptist Church located in Orlando, Florida. The total principal amount of First Mortgage Bonds issued by Agape is $7,200,000, and the total principal amount of Second Mortgage Bonds issued is $715,000. Agape defaulted on its payment obligations to bondholders in September 2010. The church subsequently commenced a Chapter 11 bankruptcy reorganization proceeding regarding the property that secures the First Mortgage Bonds in December 2010. The Company, along with all other bondholders, has a superior lien over all other creditors. The Company has an allowance for losses of $100,000 for the First and Second Mortgage Bonds at both June 30, 2011 and December 31, 2010, which effectively reduces the bonds to the fair value amount management believes will be recovered.

 

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Secured Investor Certificates
6 Months Ended
Jun. 30, 2011
Secured Investor Certificates

4. SECURED INVESTOR CERTIFICATES

 

Secured investor certificates are collateralized by certain mortgage loans receivable or secured church bonds of approximately the same value as the certificates. The weighted average interest rate on the certificates was 6.69% and 6.73% at June 30, 2011 and December 31, 2010, respectively. Holders of the secured investor certificates may renew certificates at the current rates and terms upon maturity at the Company’s discretion. Renewals upon maturity are considered neither proceeds from nor issuance of secured investor certificates. Renewals totaled approximately $366,000 and $405,000 for the six months ended June 30, 2011 and 2010, respectively. The secured investor certificates have certain financial and non-financial covenants indentified in the respective series’ trust indentures.

  

The estimated maturity schedule for the secured investor certificates at June 30, 2011 is as follows:

     
July 1, 2011 through June 30, 2012 $      516,000  
July 1, 2012 through December 31, 2012 1,181,000  
2013 1,172,000  
2014 1,733,000  
2015 1,982,000  
Thereafter   18,137,000  
     
           Totals $24,721,000  

 

In October 2008, the Company filed a registration statement with the Securities and Exchange Commission to offer $20,000,000 worth of Series C secured investor certificates. The offering was originally declared effective by the SEC on March 30, 2009, was subsequently amended in December 2009 and declared effective in January 2010, and was amended again in May and June 2011 and was declared effective on June 27, 2011. The certificates are being offered in multiples of $1,000 with interest rates ranging from 4.50% to 7.25%, subject to changing market rates, and maturities from 4 to 7 and 13 to 20 years. The certificates are collateralized by certain mortgage loans receivable and church bonds of approximately the same value. At June 30, 2011, approximately 3,050 Series C certificates had been issued for $3,050,000. The Company has also issued 2,581 Series C certificates through its stock repurchase program (see Note 5).

 

XML 26 R5.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Statements of Operations 3 Months (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2011
Jun. 30, 2010
Jun. 30, 2011
Jun. 30, 2010
Interest and Other Income $ 831,735 $ 790,994 $ 1,620,101 $ 1,690,803
Interest Expense 458,498 433,370 913,961 857,345
Net Interest Income 373,237 357,624 706,140 833,458
Provision for losses on mortgage loans receivable 41,381 88,679 86,944 142,171
Provision for losses on bonds 100,000   100,000  
Provision for Losses on Mortgage Loans Receivable and Bonds 141,381 88,679 186,944 142,171
Net Interest Income after Provision for Mortgage and Bond Losses 231,856 268,945 519,196 691,287
Other operating expenses 198,867 202,539 378,391 409,816
Real estate impairment   92,000   92,000
Total Operating Expenses 198,867 294,539 378,391 501,816
Operating Income 32,989 (25,594) 140,805 189,471
Other Income 164 3,117 321 7,862
Net Income $ 33,153 $ (22,477) $ 141,126 $ 197,333
Basic and Diluted Income (Loss) Per Share $ 0.02 $ 0.01 $ 0.07 $ 0.08
Dividends Declared Per Share $ 0.11 $ 0.10 $ 0.22 $ 0.20
Weighted Average Common Shares Outstanding - Basic and Diluted 1,919,016 2,275,762 1,941,291 2,372,831
XML 27 R7.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Statements of Cash Flows (Parenthetical) (USD $)
6 Months Ended
Jun. 30, 2011
Jun. 30, 2010
Dividends Payable $ 213,437 $ 211,311
Mortgages receivable reclassified to real estate held for sale 144,666  
Interest paid 855,359 792,794
Secured investor certificates issued through the stock repurchase program $ 13,000 $ 1,744,000