UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended09/30/201703/31/2018

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number:number000-25919

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.
   
1023710400 Yellow Circle Drive, Suite 102, Minnetonka, MN 55343
Address of Principal Executive Offices Zip Code

(952) 945-9455

Registrant’s Telephone Number, Including Area Code

10237 Yellow Circle Drive, Minnetonka, MN 55343

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

 

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 (§ 232.405 of this chapter) during the preceding 12 months (or for 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)Smaller reporting company x
Emerging growth company ☐   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   Yes ☐    No ☐ 

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

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 November 14, 2017May 15, 2018
Common Stock, $0.01 par value per share 1,677,798 shares

 
 

AMERICAN CHURCH MORTGAGE COMPANY
 
INDEX

Page

No.

 
PART I.  FINANCIAL INFORMATION
  
  
Item 1.  Financial Statements: 
  
Balance Sheets.………………………………………………………………….…………2F-2 - 3F-3
  
Statements of Operations…….………………………….…………………………………4 - 5F-4
  
Statements of Cash Flows……..…………………………………………………………..6F-5 – F-6
  
Notes to Financial Statements ………………………………………………………….8 - 18F-7- F-18
  
Item 2.  Management’s Discussion and Analysis of Financial 
Condition and Results of Operations…………………………………………………..19 - 2319- 22
  
Item 3.  Quantitative and Qualitative Disclosures About Market Risk………………..2423
  
Items 4.  Controls and Procedures…………..…………………………………………23- 24
  
PART II.  OTHER INFORMATION
  
Item 1.  Legal Proceedings…………………………………………………………….25
  
Item 1A.  Risk Factors………………………………….………………………………...25
  
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds………………..25
  
Item 3.  Defaults Upon Senior Securities………………………………………..…….25
  
Item 4.  Mine Safety Disclosures……………………..…………………………..……25
  
Item 5.  Other Information…………………………………………………………….25
  
Item 6.  Exhibits……………………………………………….……………………….25 - 26
  
Signatures………………………………………………….…………………..………27

 

 

 

 

 

 

 

 

 

 

 

AMERICAN CHURCH MORTGAGE COMPANY

 

Minnetonka, Minnesota

 

Financial Statements

 

September 30, 2017March 31, 2018

 

 

 

 

 

AMERICAN CHURCH MORTGAGE COMPANY
     
Balance Sheets        
         
ASSETS  September 30, 2017   December 31, 2016 
   (unaudited)     
Current Assets        
    Cash and equivalents $1,200,854  $3,382,994 
    Accounts receivable  270,476   219,352 
    Interest receivable  178,093   175,912 
    Investments  2,410   2,410 
    Current maturities of mortgage loans receivable, net of        
          allowance of $40,132 and $41,912 and deferred        
          origination fees of $29,761 and $22,444 at September 30,        
          2017 and December 31, 2016, respectively  649,185   725,727 
 Current maturities of bond portfolio  131,000   111,000 
    Prepaid expenses  6,853   1,489 
            Total current assets  2,438,871   4,618,884 
         
         
Mortgage Loans Receivable, net of current maturities,        
    allowance of $1,352,174 and $1,270,071 and deferred        
    origination fees of $287,300 and $276,055 at September        
     30, 2017 and December 31, 2016, respectively  22,588,636   22,396,071 
         
Bond Portfolio,net of current maturities  12,910,616   11,371,616 
         
Real Estate Held for Sale  225,872   340,872 
         
Deferred Offering Costs, net of accumulated amortization        
    of  $1,191,901 and $1,101,441 at September 30, 2017 and        
    December 31, 2016, respectively  813,776   839,195 
            Total Assets $38,977,771  $39,566,638 
         
         
Notes to Financial Statements are an integral part of this Statement.  

2

AMERICAN CHURCH MORTGAGE COMPANY
     
Balance Sheets        
         
LIABILITIES AND STOCKHOLDERS’ EQUITY                           September 30, 2017   December 31, 2016 
   (unaudited)     
Current Liabilities        
    Current maturities of secured investor certificates $1,362,000  $2,803,000 
    Accounts payable  80,135   36,951 
    Dividends payable  117,446   100,668 
            Total current liabilities  1,559,581   2,940,619 
         
Secured Investor Certificates, Series B,net of current maturities   11,847,000   11,486,000 
Secured Investor Certificates, Series C,net of current maturities  6,091,000   6,339,000 
Secured Investor Certificates, Series D  8,234,000   7,296,000 
           Total liabilities  27,731,581   28,061,619 
         
Stockholders’ Equity        
    Common stock, par value $.01 per share        
        authorized, 30,000,000 shares, issued and outstanding, 1,677,798        
        at September 30, 2017 and December 31, 2016  16,778   16,778 
    Additional paid-in capital  19,113,458   19,113,458 
    Accumulated deficit  (7,884,046)  (7,625,217)
            Total stockholders’ equity  11,246,190   11,505,019 
         
            Total liabilities and stockholders' equity $38,977,771  $39,566,638 
         
         
Notes to Financial Statements are an integral part of this Statement.   

3

AMERICAN CHURCH MORTGAGE COMPANY
    
Statements of Operations
    
 For the Nine Months Ended
 September 30, 2017 September 30, 2016
 (Unaudited) (Unaudited)
    
Interest and Other Income $             2,059,857  $             1,989,106
    
Interest Expense                1,436,104                 1,518,067
    
Net Interest Income                   623,753                    471,039
    
Provision for losses on mortgage loans receivable                     80,323                    161,312
    
Net Interest Income after Provision for Mortgage Losses                   543,430                    309,727
    
Other than temporary impairment on bond portfolio                               -                    180,000
    
Operating Expenses                   449,921                    453,961
    
Operating  Income (Loss)                     93,509                  (324,234)
    
Other Income                               -                                -
    
Net Income (Loss) $                  93,509  $              (324,234)
    
Basic and Diluted Income (Loss) Per Share $                      0.06  $                    (0.19)
    
Dividends Declared Per Share $                      0.21  $                      0.18
    
Weighted Average Common Shares Outstanding -   
    Basic and Diluted                1,677,798                 1,677,798
    
    
Notes to Unaudited Financial Statements are an integral part of this Statement.  

4

AMERICAN CHURCH MORTGAGE COMPANY
    
Statements of Operations
    
 For the Three Months Ended
 September 30, 2017 September 30, 2016
 (Unaudited) (Unaudited)
    
Interest and Other Income $                677,065  $                650,876
    
Interest Expense                   480,351                    512,411
    
Net Interest Income                   196,714                    138,465
    
Provision for losses on mortgage loans receivable                     28,524                      16,836
    
Net Interest Income after Provision for Mortgage Losses                   168,190                    121,629
    
Other than temporary impairment on bond portfolio                               -                      60,000
    
Operating Expenses                   106,616                    111,724
    
Operating Income (Loss)                     61,574                    (50,095)
    
Other Income                               -                                -
    
Net Income (Loss) $                  61,574  $                (50,095)
    
Basic and Diluted Income (Loss) Per Share $                      0.04  $                    (0.03)
    
Dividends Declared Per Share $                      0.07  $                      0.06
    
Weighted Average Common Shares Outstanding -   
    Basic and Diluted                1,677,798                 1,677,798
    
    
Notes to Unaudited Financial Statements are an integral part of this Statement.  

5

AMERICAN CHURCH MORTGAGE COMPANY
    
Statements of Cash Flows
    
 For the Nine Months Ended
 September 30, 2017 September 30, 2016
 (Unaudited) (Unaudited)
Cash Flows from Operating Activities   
    Net income (loss) $                  93,509  $              (324,234)
    Adjustments to reconcile net income (loss) to net cash   
        provided by operating activities:   
        Net gain (loss) on real estate held for sale                     66,971                    (62,043)
        Provision for losses on mortgage loans receivable                     80,323                    161,312
        Other than temporary impairment on bond portfolio                               -                    180,000
        Amortization of loan origination discounts                     18,562                        9,450
        Amortization of deferred costs                     90,460                      96,332
        Change in assets and liabilities   
            Accounts receivable                   (51,124)                    (30,507)
            Interest receivable                     (2,181)                         (357)
            Prepaid expenses                     (5,364)                      15,748
            Accounts payable                     43,184                    (43,131)
            Net cash provided by operating activities                   334,340                        2,570
    
Cash Flows from Investing Activities   
    Investment in mortgage loans              (3,110,103)                  (697,447)
    Collections of mortgage loans                2,895,195                 1,581,527
    Proceeds from sale of real estate held for sale                     48,029                                -
    Investment in bonds              (1,702,000)                  (965,000)
    Proceeds from bonds                   143,000                      78,812
            Net cash (used for) investing activities              (1,725,879)                      (2,108)
    
Cash Flows from Financing Activities   
    Proceeds from secured investor certificates                   930,000                    996,000
    Payments on secured investor certificate maturities              (1,320,000)                  (485,000)
    Payments for deferred costs                   (65,041)                    (77,437)
    Dividends paid                 (335,560)                  (327,172)
            Net cash (used for) provided by financing activities                 (790,601)                    106,391
    
Net (Decrease) Increase in Cash and Equivalents              (2,182,140)                    106,853
    
Cash and Equivalents- Beginning of Period                3,382,994                 4,377,110
    
Cash and Equivalents- End of Period $             1,200,854  $             4,483,963
    
Notes to Unaudited Financial Statements are an integral part of this Statement.  

6

AMERICAN CHURCH MORTGAGE COMPANY
    
Statements of Cash Flows - Continued
    
 For the Nine Months Ended
 September 30, 2017 September 30, 2016
 (Unaudited) (Unaudited)
Supplemental Cash Flow Information   
    
    Dividends payable $                117,446  $                    100,668
    
    Interest paid $             1,345,644  $                 1,421,735
    
    Non-cash investing activity:   
      Real estate held for sale financed through   
        mortgage loans receivable $                            -  $                    340,872
    
Notes to Unaudited Financial Statements are an integral part of this Statement. 

 

 

 

 

 

 

 

 

AMERICAN CHURCH MORTGAGE COMPANY
    
Balance Sheets
    
ASSETSMarch 31, 2018 December 31, 2017
 (unaudited)  
Current Assets   
    Cash and cash equivalents $            2,789,065  $               502,490
    Accounts receivable                  244,839                   260,785
    Interest receivable                  174,275                   176,365
    Investments                      2,410                       2,410
    Current maturities of mortgage loans receivable, net of   
       allowance for loan losses of $56,597 and $88,113 and deferred    
       origination fees of $20,886 and $28,956 at March 31, 2018   
        and December 31, 2017, respectively                  777,400                1,373,463
 Current maturities of bond portfolio                  146,000                   139,000
    Prepaid expenses                    15,900                       2,598
            Total current assets               4,149,889                2,457,111
    
    
Mortgage Loans Receivable, net of current maturities,   
    allowance of $1,480,792 and $1,340,042 and deferred   
    origination fees of $264,647 and $256,578 at March 31, 2018   
     and December 31, 2017, respectively             20,621,586              21,071,635
    
Bond Portfolio,net of current maturities             14,197,755              14,090,755
    
Real Estate Held for Sale                  225,872                   225,872
    
Deferred Offering Costs, net of accumulated amortization   
    of  $975,256 and $1,222,243 at March 31, 2018 and    
    December 31, 2017, respectively                  887,514                   839,377
            Total Assets $          40,082,616  $          38,684,750
    
    
Notes to Financial Statements are an integral part of this Statement.

F-2

AMERICAN CHURCH MORTGAGE COMPANY
    
Balance Sheets
    
LIABILITIES AND STOCKHOLDERS’ EQUITY                         March 31, 2018 December 31, 2017
 (unaudited)  
Current Liabilities   
    Current maturities of secured investor certificates $            4,257,000  $            4,116,000
    Accounts payable                    37,584                     56,847
    Dividends payable                  117,446                   117,446
            Total current liabilities               4,412,030                4,290,293
    
Secured Investor Certificates, Series B,net of current maturities                8,612,000                8,825,000
Secured Investor Certificates, Series C,net of current maturities               6,103,000                6,148,000
Secured Investor Certificates, Series D               8,234,000                8,234,000
Secured Investor Certificates, Series E               1,677,000                             -   
           Total liabilities             29,038,030              27,497,293
    
Stockholders’ Equity   
    Common stock, par value $.01 per share    
        authorized, 30,000,000 shares,   
        issued and outstanding, 1,677,798 shares at   
          March 31, 2018 and December 31, 2017, respectively                    16,778                     16,778
    Additional paid-in capital             19,113,458              19,113,458
    Accumulated deficit             (8,085,650)              (7,942,779)
            Total stockholders’ equity             11,044,586              11,187,457
    
            Total liabilities and stockholders' equity $          40,082,616  $          38,684,750
    
    
Notes to Financial Statements are an integral part of this Statement. 

 

 7F-3 

 

 

AMERICAN CHURCH MORTGAGE COMPANY
    
Statements of Operations
    
 For the Three Months Ended
 March 31, 2018 March 31, 2017
 (unaudited)
    
Interest and Other Income $                664,896  $                682,725
    
Interest Expense                   475,694                    481,132
    
Net Interest Income                   189,202                    201,593
    
Provision for losses on mortgage loans receivable                   109,234                      23,374
    
Net Interest Income after Provision for Mortgage                     79,968                    178,219
    
Operating Expenses                   105,393                    199,673
    
Net Income (Loss) $                (25,425)  $                (21,454)
    
Basic and Diluted Income (Loss) Per Share $                    (0.02)  $                    (0.01)
    
Dividends Declared Per Share $                      0.07  $                      0.07
    
Weighted Average Common Shares Outstanding -   
    Basic and Diluted                1,677,798                 1,677,798
    
    
Notes to Financial Statements are an integral part of this Statement.

F-4

AMERICAN CHURCH MORTGAGE COMPANY
    
Statements of Cash Flows
    
 For the Three Months Ended
 March 31, 2018 March 31, 2017
 (unaudited)
Cash Flows from Operating Activities   
    Net (loss) $                (25,425)  $                (21,454)
    Adjustments to reconcile net (loss) to net cash   
        from operating activities:   
         Net loss on sales and impairment on real estate held for sale                               -                      66,971
        Provision for losses on mortgage loans receivable                   109,234                      23,374
        Accretion of deferred loan origination fees                               -                      22,150
        Amortization of deferred offering costs                     26,073                      30,089
        Change in assets and liabilities   
            Accounts receivable                     15,946                      (7,712)
            Interest receivable                       2,090                      (2,258)
            Prepaid expenses                   (13,302)                    (10,756)
            Accounts payable                   (19,263)                    (12,121)
            Net cash provided by operating activities                     95,353                      88,283
    
Cash Flows from Investing Activities   
    Investment in mortgage loans                               -               (2,218,570)
    Collections of mortgage loans                   936,878                 1,732,709
     Investments purchased                               -                      48,029
    Investment in bonds                 (151,000)               (1,289,000)
    Proceeds from bonds                     37,000                      11,000
            Net cash provided by (used for) investing activities                   822,878               (1,715,832)
    
Cash Flows from Financing Activities   
    Proceeds from secured investor certificates                1,677,000                    469,000
    Payments on secured investor certificate maturities                 (117,000)                  (815,000)
    Payments for deferred costs                   (74,210)                    (27,415)
    Dividends paid                 (117,446)                  (100,668)
            Net cash provided by (used for) financing activities                1,368,344                  (474,083)
    
Net Increase (Decrease) in Cash and Cash Equivalents                2,286,575               (2,101,632)
    
Cash and Cash Equivalents- Beginning of Period                   502,490                 3,382,994
    
Cash and Cash Equivalents- End of Period $             2,789,065  $             1,281,362
    
Notes to Financial Statements are an integral part of this Statement.

F-5

AMERICAN CHURCH MORTGAGE COMPANY
    
Statements of Cash Flows - Continued
    
 For the Three Months Ended
 2018 2017
 (unaudited)
Supplemental Cash Flow Information   
    
    Dividends payable $                117,446  $                    117,446
    
    Loan origination fees $                            -  $                      22,150
    
    Interest paid $                445,970  $                    451,045
    
Notes to Financial Statements are an integral part of this Statement.  

F-6

AMERICAN CHURCH MORTGAGE COMPANY

 

Notes to Financial Statements - Unaudited

 

September 30, 2017March 31, 2018

 

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, 20162017 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, 2016.2017. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.2018.

 

Nature of Business

 

American Church Mortgage Company, a Minnesota corporation, was incorporated on May 27, 1994. The Company 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 on member contributions and the involvement in the church or organization of its senior pastor.

 

 8F-7 

 

 

AMERICAN CHURCH MORTGAGE COMPANY

 

Notes to Financial Statements - Unaudited

 

September 30, 2017March 31, 2018

 

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 $229,858$203,733 and $14,841$15,428 in money market fund accounts at September 30, 2017March 31, 2018 and December 31, 2016,2017, respectively. 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 bonds may be used to repay secured investor certificates or provide additional liquidity or working capital in the short term. The Company has classified $131,000$146,000 and $111,000$139,000 in bonds as current assets as of September 30, 2017March 31, 2018 and December 31, 2016,2017, respectively, based on management’s estimates for liquidity requirements and contractual maturities of certain bonds maturing in 20172018 and 2016,2017, 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 loss policy provides an allowance for estimated uncollectible loans based on an evaluation of the current status of the loan portfolio. This policy provides for principal amounts outstanding on a particular loan if cumulative interruptions occur in the normal payment schedule of a loan; therefore, the Company recognizes a provision 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 that are declared to be in default and are in the foreclosure process. At September 30, 2017,March 31, 2018, the Company provided $1,392,306$1,537,389 for seventeennineteen mortgage loans, of which eightseven totaling approximately $4,050,000$3,322,000 are three or more mortgage payments in arrears, threefive loans totaling approximately $1,226,000$1,403,000 are declared to be in default and two loans totaling approximately $634,000$641,000 are in the foreclosure process. At December 31, 2016,2017, the Company provided $1,311,983approximately $1,428,000 for seventeennineteen mortgage loans, of which seven totaling approximately $3,449,000$3,364,000 were three or more mortgage payments in arrears, threefive loans totaling approximately $1,226,000$1,403,000 were declared to be in default and two loans totaling approximately $627,000$641,000 were in the foreclosure process.

 

 9F-8 

 

 

AMERICAN CHURCH MORTGAGE COMPANY

 

Notes to Financial Statements - Unaudited

 

September 30, 2017March 31, 2018

 

A summary of transactions in the allowance for credit losses for the three months ended September 30, 2017March 31, 2018 is as follows:

 

Balance at December 31, 20162017 $  1,311,9831,428,155
Provision for additional losses      80,323109,234
Balance at September 30, 2017March 31, 2018 $  1,392,3061,537,389

 

The total impaired loans, which are loans that are in the foreclosure process or are declared to be in default, were approximately $1,860,000 and $1,853,000$2,044,000 both at September 30, 2017March 31, 2018 and December 31, 2016, respectively. The2017, which the Company believes these loans are adequately secured by the underlying collateral and the allowance for mortgage loans. Approximately $702,000$824,000 and $663,000$723,000 of the Company’s allowance for mortgage loans was allocated to impaired loans at September 30, 2017March 31, 2018 and December 31, 2016,2017, respectively.

 

The Company will declare a loan to be in default and will place the loan on non-accrual status when the following thresholds have been met: (i) the borrower has missed three consecutive mortgage payments; (ii) the borrower has not communicated to the Company any legitimate reason for delinquency in its payments to the Company and has not arranged for the re-continuance of payments; (iii) lines of communication to the borrower have broken down such that any reasonable prospect of rehabilitating the loan and return of regular payments is gone.

 

The Company’s policies on payments received and interest accrued on non-accrual loans are as follows: (i) The Company will accept payments on loans that are currently on non-accrual status when a borrower has communicated to us that they intend to meet their mortgage obligations. A payment made on a non-accrual loan is considered a good faith deposit as to the intent to resume their mortgage payment obligation. This good faith deposit is credited back to interest first then principal as stated in the mortgage loan documentation. (ii) A letter outlining the re-payment terms or the restructure terms (if any) of the loan is provided to the borrower. This letter will be signed by the Senior Pastor and all board members of the borrower. This letter resumes the obligation to make payments on non-accrual loans. (iii) The borrower must meet all its payment obligations for the next 120 days without interruption in order to be removed from non-accrual status.

 

When a loan is declared in default according to the Company’s policy or deemed to be doubtful of collection, the loan committee of the Advisor to the Company will direct the staff to charge-off the uncollectable receivables.

 

Loans totaling approximately $4,050,000$3,322,000 and $3,449,000$3,364,000 exceeded 90 days past due but continued to accrue interest at September 30, 2017March 31, 2018 and December 31, 2016,2017, respectively. The Company believes that the loans are well secured, not deemed to be in default and the Company is actively pursuing collection of past due payments.

 

 10F-9 

 

 

AMERICAN CHURCH MORTGAGE COMPANY

 

Notes to Financial Statements - Unaudited

 

September 30, 2017March 31, 2018

 

 

Real Estate Held for Sale

 

As of September 30, 2017,March 31, 2018, the Company had one property located in Pine Bluff, Arkansas acquired via deed in lieu of foreclosure, with an outstanding loan balance totaling $225,872. The Church is still occupying this property and paying rent while trying to either sell the building or obtain refinancing. 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. The fair value of our real estate held for sale, which represents the carrying value, is $225,872 as of September 30, 2017. There was no additional impairment for the nine month period ended September 30, 2017.

The Company sold one propertyboth at March 31, 2018 and disposed of a second property during the nine month period ended September 30, 2017. The first property was sold to an unrelated third party for approximately $48,000. The second property was disposed by way of a “Quit-Claim Deed” to an unrelated third party. The disposed property had no carrying value. The Company realized an additional loss of approximately $67,000 on property that was sold as of September 30,December 31, 2017.

 

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.

 

As of January 1, 2018, the Company adopted ASU 2014-09Revenue from Contracts with Customers - Topic 606 and all subsequent ASUs that modified ASC 606. The Company has elected to apply the ASU and all related ASUs using the modified retrospective implementation method. The implementation of the guidance had no material impact on the measurement or recognition of revenue of prior periods, however, additional disclosures have been added in accordance with the ASU.

The Company generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying Topic 606 that significantly affects the determination of the amount and timing of revenue from contracts with customers. The

 11F-10 

 

AMERICAN CHURCH MORTGAGE COMPANY

 

Notes to Financial Statements - Unaudited

 

September 30, 2017March 31, 2018

main types of revenue contracts included in non-interest income within the consolidated statements of operations are as follows:

 

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 (Loss) Per Common Share

 

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

 

Recent Accounting Pronouncements

In June, 2016 the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 is intended to provide financial statement users with more decision-useful information about the excepted credit losses on financial instruments and other commitments to extend credit. For public entities, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company has not yet fully evaluated the potential effects of adopting ASU 2016-13 on the Company’s results of operations, financial position or cash flows.

Recent Accounting Pronouncements – Adopted

In the first quarter of 2018, the Company adopted Accounting Standards Update (ASU) 2014-09,Revenue from Contracts with Customers (Topic 606). Under the ASU, revenue is recognized when a customer obtains control of promised services in an amount that reflects the consideration the entity expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.  The Company applied the five-step method outlined in the ASU to all revenue streams scoped-in by the ASU and elected the modified retrospective implementation method. Substantially all of the Company’s interest income and certain non-interest income were not impacted by the adoption of this ASU because either the revenue from those contracts with customers is covered by other

F-11

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Financial Statements - Unaudited

March 31, 2018

guidance in U.S. GAAP or the revenue recognition outcomes were similar to our current revenue recognition practices. We reviewed non-interest sources of income and related contracts to document the impact of the new standard on our service offerings that are in the scope of the ASU including gains(losses) on sale of OREOs. Upon our analysis we concluded that the adoption of the ASC 606 did not change the timing and pattern of revenue recognition related to scoped in non-interest income source and only required additional disclosures. In addition, we reviewed, and where necessary, enhanced our business processes, systems and controls to support recognition and disclosures under the new standard. The additional disclosures required by the ASU have been included in above.

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 an aggregate allowance for losses on our Agape bonds (see Note 3), which totaled $458,000 for theboth periods ended September 30, 2017March 31, 2018 and December 31, 2016.2017.

 

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

 

Fair Value

Measurement

September 30,March 31, 2018Fair ValueLevel 3
Bond portfolio$14,343,755$14,343,755

Fair Value

Measurement

December 31, 2017Fair ValueLevel 3
   
Bond portfolio$13,041,616$13,041,616

Fair Value

Measurement

December 31, 2016Fair ValueLevel 3
Bond portfolio$11,482,61614,229,755$11,482,61614,299,755

 

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

 

 12F-12 

 

 

AMERICAN CHURCH MORTGAGE COMPANY

 

Notes to Financial Statements - Unaudited

 

September 30, 2017March 31, 2018

 

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, 2016  $11,482,616 
 Purchases   1,702,000 
 Proceeds   (143,000)
 Balance at September 30, 2017  $13,041,616 
     Bond Portfolio 
       
 Balance at December 31, 2017  $14,229,755 
 Purchases   151,000 
 Proceeds   (37,000)
 Balance at March 31, 2018  $14,343,755 

 

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 3 input. The resulting impairment charges were $0 and $19,173 for both the nine month periodperiods ended September 30, 2017March 31, 2018 and the year ended December 31, 2016, respectively.2017.

 

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

 Nine Months Ended September 30, 2017 March 31, 2018
 Level 1 Level 2 Level 3 Fair Value at September 30,
2017
 Level 1 Level 2 Level 3 Fair Value at March 31,
2018
Impaired Loans $—    $—    $1,158,214  $1,158,214  $—    $—    $1,220,319  $1,220,319 
Real estate held for resale  —     —     225,872   225,872   —     —     225,872   225,872 
 $—    $—    $1,384,086  $1,384,086  $—    $—    $1,446,191  $1,446,191 

 

 

 Twelve Months Ended December 31, 2016 December 31, 2017
 Level 1 Level 2 Level 3 Fair Value at December 31,
2016
 Level 1 Level 2 Level 3 Fair Value at December 31,
2017
Impaired Loans $—    $—    $1,189,873  $1,189,873  $—    $—    $1,321,500  $1,321,500 
Real estate held for resale  —     —     340,872   340,872   —     —     225,872   225,872 
 $—    $—    $1,530,745  $1,530,745  $—    $—    $1,547,372  $1,547,372 

 

 13

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Financial Statements - Unaudited

September 30, 2017

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

     
   Impaired Loans   Real Estate Held for Sale 
         
Balance at December 31, 2016 $1,189,873  $340,872 
Additions  8,918   —   
Dispositions  (1,965)  (115,000)
Provision for other than temporary losses  (38,612)  —   
Balance at September 30, 2017 $1,158,214  $225,872 

3. MORTGAGE LOANS RECEIVABLE AND BOND PORTFOLIO

At September 30, 2017, the Company had mortgage loans receivable totaling $24,947,188. The loans bear interest ranging from 0% to 10.25% with a weighted average of approximately 8.20% at September 30, 2017. The Company had mortgage loans receivable totaling $24,732,280 that bore interest ranging from 0% to 10.25% with a weighted average of approximately 8.25% at December 31, 2016.

The Company has a portfolio of secured church bonds at September 30, 2017 and December 31, 2016, which are carried at fair value. The bonds pay quarterly interest ranging from 2.75% to 9.75%. The aggregate value of secured church bonds equaled approximately $13,500,000 at September 30, 2017 with a weighted average interest rate of 6.80% and approximately $11,941,000 at December 31, 2016 with a weighted average interest rate of 6.77%. These bonds are due at various maturity dates through May 15, 2046.

The contractual maturity schedule for mortgage loans receivable and the bond portfolio as of September 30, 2017, is as follows:

 Mortgage LoansBond Portfolio
   
October 1, 2017 through September 30, 2018$     719,077$  131,000 
October 1, 2018 through December 31, 20183,708,26558,000
20191,301,152161,000
20201,362,089222,000
2021784,343251,000
Thereafter17,072,262  12,676,616
            24,947,188 13,499,616
Less loan loss and bond other than temporary impairment(1,392,306)  (458,000)
Less deferred origination income    (317,061)______-__
            Totals$23,237,821$13,041,616

14F-13 

 

 

AMERICAN CHURCH MORTGAGE COMPANY

 

Notes to Financial Statements - Unaudited

 

September 30,March 31, 2018

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

     
     Impaired Loans   Real Estate Held for Sale 
           
 Balance at December 31, 2017  $1,321,500  $225,872 
 Dispositions/Proceeds   (438)  —   
 Impairment   (100,743)  —   
 Balance at March 31, 2018  $1,220,319  $225,872 

3. MORTGAGE LOANS RECEIVABLE AND BOND PORTFOLIO

At March 31, 2018, the Company had mortgage loans receivable totaling $23,221,908. The loans bear interest ranging from 0% to 10.25% with a weighted average of approximately 8.23% at March 31, 2018. The Company had mortgage loans receivable totaling $24,158,787 that bore interest ranging from 0% to 10.25% with a weighted average of approximately 8.19% at December 31, 2017.

The Company has a portfolio of secured church bonds at March 31, 2018 and December 31, 2017, which are carried at fair value. The bonds pay quarterly interest ranging from 3.00% to 9.75%. The aggregate value of secured church bonds equaled approximately $14,801,000 at March 31, 2018 with a weighted average interest rate of 6.83% and approximately $14,688,000 at December 31, 2017 with a weighted average interest rate of 6.82%. These bonds are due at various maturity dates through May 2046.

The contractual maturity schedule for mortgage loans receivable and the bond portfolio as of March 31, 2018, is as follows:

 Mortgage LoansBond Portfolio
   
April 1, 2018 through March 31, 2019$     854,883$  146,000
April 1, 2019 through December 31, 2019796,053139,000
2020843,619226,000
2021721,220264,000
20221,516,082173,000
Thereafter18,490,051  13,853,755
            23,221,908 14,801,755 
Less loan loss and bond other than temporary impairment(1,537,389)  (458,000)
Less deferred origination income    (285,533)______-__
            Totals$21,398,986$14,343,755

F-14

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Financial Statements - Unaudited

March 31, 2018

 

The Company currently owns $529,000 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. In October 2014, a minimum of 80% of the bondholders of Agape agreed to a modification in the terms of their bonds which resulted in the temporary resumption of both principal and interest payments to both the first and second mortgage bond holders. Both the First Mortgage Bonds and Second Mortgage Bonds were modified to a fully amortized fixed rate, quarterly interest payment of 6.25% with a new maturity date of September 2037 for all the issued and outstanding bonds. The Company, along with all other bondholders, has a superior lien over all other creditors. The Company has an aggregate other than temporary impairment of $458,000 for the First and Second Mortgage Bonds at September 30, 2017March 31, 2018 and December 31, 2016,2017, which effectively reduces the bonds to the fair value amount management believes will be recovered. The Church has subsequently defaulted on their modification agreement in 2016 and no interest payments were made to bondholders during the nine month period ended September 30, 2017.March 31, 2018. However, the trustee made a distribution to bondholders during the year2017 of $18.75 per $1,000 bond as a repayment of principal only, effectively reducing the outstanding balance of each $1,000 bond to approximately $826.

 

4. SECURED INVESTOR CERTIFICATES

 

Secured investor certificates are collateralized by certain mortgage loans receivableloan receivables or secured church bonds of approximately the same value as the certificates. The weighted average interest rate on the certificates was 6.42% and 6.45% and 6.47% at September 30, 2017March 31, 2018 and December 31, 2016,2017, 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 $223,000$176,000 and $231,000$656,000 for the three months ended September 30,March 31, 2018 and December 31, 2017, and 2016, respectively. The secured investor certificates have certain financial and non-financial covenants identified in the respective series’ trust indentures.

 

The estimated maturity schedule for the secured investor certificates at September 30, 2017March 31, 2018 is as follows:

    
October 1, 2017 through September 30, 2018$    1,362,000 
October 1, 2018 through December 31, 20183,217,000 
20192,333,000 
April 1, 2018 through March 31, 2019$    4,257,000 
April 1, 2019 through December 31, 20191,889,000 
20204,167,000 4,167,000 
20211,928,000 2,056,000 
2022845,000 
Thereafter 14,527,000  15,659,000 
  
Totals$27,534,000 $28,883,000 

 

 15F-15 

 

 

AMERICAN CHURCH MORTGAGE COMPANY

 

Notes to Financial Statements - Unaudited

 

September 30, 2017March 31, 2018

 

In July 2014, the Company filed a registration statement with the Securities and Exchange Commission to offer $10,000,000 worth of Series D secured investor certificates. The offering was declared effective by the SEC on August 12, 2014. The offering was renewed with an effective date of September 23, 2016. The certificates were offered in multiples of $1,000 with interest rates ranging from 4.00% to 6.50%, subject to changing market rates and maturities from 5 and 7 to 15 years. The certificates are collateralized by certain mortgage loans receivablereceivables and church bonds of approximately the same value. At September 30, 2017,March 31, 2018, approximately 8,234 Series D certificates had been issued and were outstanding for $8,234,000. The offering terminated in August 2017.

5. SUBSEQUENT EVENT

 

In September 2017, the Company filed a registration statement with the Securities and Exchange Commission to offer $10,000,000 worth of Series E secured investor certificates. The offering was declared effective by the SEC on November 6, 2017. The certificates are being offered in multiples of $1,000 with interest rates ranging from 4.00% to 6.50%, subject to changing market rates, and maturities from 5 to 15 years. The certificates are collateralized by certain mortgage loan receivables and church bonds of approximately the same value. At March 31, 2018, approximately 1,677 Series E certificates had been issued and were outstanding for $1,677,000.

 

6.5. 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. A majority of the independent board members approve the advisory agreement on an annual basis. The Company paid the Advisor management fees of approximately $82,000$81,000 and $78,000$80,000 during the three months ended September 30,March 31, 2018 and 2017, respectively.

6. SUBSEQUENT EVENTS

On April 9, 2018, the Company entered into a Loan and 2016, respectivelySecurity agreement (the “Loan Agreement”) with Alerus Financial, N.A., as lender (the “Lender”), and management feesa Revolving Note (the “Note”) evidencing a $4,000,000 revolving loan (the “Revolving Loan”). The Lender agrees to make loans to the Company from time to time and after the date of approximately $244,000the loan agreement and $238,000 for the nine months ended September 30, 2017Company may repay and 2016, respectively.reborrow pursuant to the terms and conditions of the Revolving Loan as long as no borrowing causes that dollar limit to be exceeded and the Company is not otherwise in default on the Revolving Loan. The Revolving Loan 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 secured investor certificates, both those currently issued and any potentially issued in the future.

F-16

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Financial Statements - Unaudited

March 31, 2018

 

7. 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 September 30, 2017March 31, 2018 and December 31, 2016,2017, 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.

 

16

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Financial Statements - Unaudited

September 30, 2017

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

 

 September 30, 2017 December 31, 2016 March 31, 2018 December 31, 2017
 Carrying Fair Carrying Fair Carrying Fair Carrying Fair
 Amount Value Amount Value Amount Value Amount Value
                
Cash and equivalents $1,200,854  $1,200,854  $3,382,994  $3,382,994  $2,789,065  $2,789,065  $502,490  $502,490 
Accounts receivable  270,476   270,476   219,352   219,352   244,839   244,839   260,785   260,785 
Interest receivable  178,093   178,093   175,912   175,912   174,275   174,275   176,365   176,365 
Mortgage loans receivable  23,237,821   28,148,053   24,732,280   25,646,901   23,221,908   23,191,419   24,158,787   25,353,731 
Bond portfolio  13,041,616   13,041,616   11,940,616   11,940,616   14,343,755   14,343,755   14,687,775   14,687,775 
Secured investor certificates  27,534,000   36,218,630   27,924,000   35,415,944   28,883,000   38,419,147   27,323,000   34,811,519 

 

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

 

TheDue to the short term nature, the carrying amount of accounts receivable approximates fair value.

 

Interest receivable

 

TheDue to the short term nature, the carrying amount of interest receivable approximates fair value.

F-17

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Financial Statements - Unaudited

March 31, 2018

 

Mortgage loans receivable

 

The fair value of the mortgage loans receivable is currently greaterless than the carrying value as the portfolio is currently yielding a higher rateless than similar mortgages with similar terms for borrowers with similar credit quality.

Bond portfolio

 

We determine the fair value of the bond portfolio shown in the table above by comparing 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 Company’s bonds and uses observable and unobservable market-based inputs. Unobservable inputs include our internal credit rating and selection of similar bonds for valuation.

17

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Financial Statements - Unaudited

September 30, 2017

 

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.

 

 

 

 18F-18 

 

 

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, 20162017 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 currently have sixty-onefifty-eight first mortgage loans aggregating $24,722,063$22,998,053 in principal amount, three second mortgage loans totaling $225,124$223,855 in principal amount and a first mortgage bond portfolio with par values aggregating $13,499,616.$14,801,755. 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. These capital sources and interest received on loans and bonds provide general working capital to the Company.

 

Results of Operations

 

Fiscal 2017 Nine2018 Three Months Ended September 30, 2017March 31, 2018 Compared to Fiscal 2016 Nine2017 Three Months Ended September 30, 2016March 31, 2017

 

Our net income (loss) for the ninethree months ended September 30,March 31, 2018 and 2017 was approximately $(25,425) and 2016 was $93,509 and $(324,234)$(21,454), respectively, on total interest and other income of $2,059,857approximately $665,000 and $1,989,106,$683,000, 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 September 30, 2017,March 31, 2018, our loans receivablesreceivable have interest rates ranging from 0% to 10.25%, with an average, principal-adjusted interest rate of 8.20%8.23%. Our bond portfolio has an average current yield of 6.80%6.83% as of September 30, 2017.March 31, 2018. As of September 30, 2016,March 31, 2017, the average, principal-adjusted interest rate on our portfolio of loans was 8.27%8.20% and our portfolio of bonds had an average current yield of 6.73%6.85%. The increasedecrease in interest and other income during the nine months ended September 30, 2017 versus the nine months ended September 30, 2016 was due to an increase in interest income on our bond portfolio.

the scheduled repayment of mortgage loans.

 19 

 

 

Interest expense was $1,436,104approximately $476,000 and $1,518,067$481,000 for the ninethree months ended September 30,March 31, 2018 and 2017, and 2016, respectively. The decrease in interest expense was due to the decrease in interest paid on our Secured Investor Certificates outstanding during the nine month period ended September 30, 2017.outstanding. Net interest margin increaseddecreased from 23.68%29.53% to 30.28%28.46% resulting primarily from an increase in interest and other income of approximately 3.56% and a decrease in interest expense of approximately 5.40%1.04%.

 

We follow a loan loss allowance policy on our portfolio of loans outstanding. This critical policy requires complex judgments and estimates. We record mortgage loans receivable at their estimated net realizable value, which is the unpaid principal balance less the allowance for mortgage loans. Our loan policy provides an allowance for estimated uncollectible loans based on an evaluation of the current status of the loan portfolio. This policy provides for principal amounts outstanding on a particular loan if cumulative interruptions occur in the normal payment schedule of a loan. Our policy will provide for the outstanding principal amount of a loan in our portfolio if the amount is in doubt of being collected. Additionally, no interest income is recognized on impaired loans or loans that are in the foreclosure process.

 

We will declare a loan to be in default and will place the loan on non-accrual status when the following thresholds have been met: (i) the borrower has missed three consecutive mortgage payments; (ii) the borrower has not communicated to the Company any legitimate reason for delinquency in its payments to the Company and has not arranged for the re-continuance of payments; (iii) lines of communication to the borrower have broken down such that any reasonable prospect of rehabilitating the loan and return of regular payments is gone.

 

Our policies on payments received and interest accrued on non-accrual loans are as follows: (i) We will accept payments on loans that are currently on non-accrual status when a borrower has communicated to us that they intend to meet their mortgage obligations. A payment made on a non-accrual loan is considered a good faith deposit as to the intent to resume their mortgage payment obligation. This good faith deposit is credited back to interest first then principal as stated in the mortgage loan documentation. (ii) A letter outlining the re-payment terms or the restructure terms (if any) of the loan is provided to the borrower. This letter will be signed by the Senior Pastor and all board members of the borrower. This letter resumes the obligation to make payments on non-accrual loans. (iii) The borrower must meet all its payment obligations for the next 120 days without interruption in order to be removed from non-accrual status.

 

When a loan is declared in default according to our policy or deemed to be doubtful of collection, the loan committee of our Advisor will direct the staff to charge-off the uncollectable receivables.

 

Allowance for losses on mortgage loans receivable increased during the ninethree months ended September 30, 2017March 31, 2018 as we recorded additional provisions against the mortgage loans. We recorded an additional provision for losses on loans during the ninethree months ended September 30, 2017March 31, 2018 of approximately $80,323$109,234 compared to approximately $161,312$23,374 for the ninethree months ended September 30, 2016.March 31, 2017. At September 30, 2017,March 31, 2018, we provided approximately $1,392,000$1,538,000 for seventeennineteen mortgage loans, of which eightseven are three or more mortgage payments in arrears, threefive loans are declared to be in default and two were in the foreclosure process. At December 31, 2016,2017, we provided approximately $1,312,000$1,428,000 for seventeennineteen mortgage loans, of which seven were three or more mortgage payments in arrears, threefive were declared to be in default and two were in the foreclosure process.

 

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 twothree second mortgage loans totaling approximately $225,000$223,000 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

20

years based on historical financial statements. We do not loan money based on projections or pledge

20

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.

 

Historically, loans in our portfolio are outstanding for an average of seven 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 nine months ended September 30, 2017 decreased approximately $4,000 to $450,000 compared to $454,000 at September 30, 2016. The decrease was primarily the result of an increase in legal expenses but a decrease in accounting expenses.

Fiscal 2017 Third Quarter Compared to Fiscal 2016 Third Quarter

The Company had a net income of approximately $197,000 and $138,000 on total interest and other income of approximately $677,000 and $651,000 three months ended September 30, 2017 and 2016, respectively. Interest expense wasMarch 31, 2018 decreased to approximately $480,000 and $512,000$105,000 compared to $200,000 for the three months ended September 30, 2017 and 2016, respectively.March 31, 2017. The increase in net interest incomedecrease was approximately $58,000. In addition, the Company experienced a decrease in provisions forresult of no additional losses on its bond portfoliosale of approximately $60,000 for the three month period ended September 30, 2017.

Operating expenses for the three months ended September 30, 2017 decreased to approximately $107,000 compared to $112,000 at September 30, 2016. The decrease in operating expenses was due to a decrease in real estate impairment and costs associated with real estate held for sale.

 

Mortgage Loans and Bond Portfolio

 

ThreeNo new bridge loans were funded during the ninethree months ended September 30, 2017 totaling $3,175,000. Bridge loans provide short-term financing to a church who has obtained financing through the issuance of church-bonds through our affiliate. These loans typically are only outstanding for sixty to ninety days. Two of the loans were paid in full during the nine month period ended September 30, 2017, while the third loan had a balance outstanding of $867,000 for the nine month period ended September 30, 2017.March 31, 2018.

 

The CompanyWe currently ownsown $529,000 First Mortgage Bonds and $497,000 Second Mortgage Bonds issued by Agape Assembly Baptist Church located in Orlando, Florida. Agape defaulted on its payment obligations to bondholders in September 2010. The aggregate amount of the defaulted bonds equals $7,915,000; 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. In October 2014, a minimum of 80% of the bondholders of Agape agreed to a modification in the terms of their bonds which resulted in the temporary resumption of both principal and interest payments to both the first and second mortgage bond holders. Both the First Mortgage Bonds and Second Mortgage Bonds were modified to a fully amortized fixed rate, quarterly interest payment of 6.25% with a new maturity date of September 2037 for all the issued and outstanding bonds. The Company,We, along with all other bondholders, hashave a superior lien over all other creditors. The Company hasWe recorded an aggregate other than temporary impairment of $458,000 for the First and Second Mortgage Bonds at JuneMarch 31, 2017 and December 31, 2016,2018, which effectively

21

reduces the bonds to the fair value amount management believes will be recovered. The Church has subsequently defaulted on their modification agreement in 2016 and no interest payments were made to bondholders during the sixthree month period ended June 30, 2017.March 31, 2018. However, the trustee made a distribution to bondholders during the quartertwelve month period ended December 31, 2017 of $18.75$18.54 per $1,000 bond as a repayment of principal only, effectively reducing the outstanding balance of each $1,000 bond to approximately $826.

 

Real Estate Held for Sale

 

We record 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. We did not record any additional impairment on our real estate held for sale for the ninethree month period ended September 30,March 31, 2018 and 2017.

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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 $40,712 $0and $9,450$22,150 in origination fees for the ninethree months ended SeptemberMarch 31, 2018 and 2017, respectively.

We paid a dividend of $.07 for each share held of record on April 30, 2017 and 2016, respectively.2018. The dividend, which was paid May 1, 2018, represents a 2.80% annual rate of return on each share of common stock owned, assuming a purchase price of $10 per share.

 

We paid a dividend of $.07 for each share held of record on April 25, 2017. The dividend, which was paid April 28, 2017.

We paid2017, represents a dividend2.80% annual rate of $.07 forreturn on each share held of record on July 28, 2017. The dividend was paid July 31, 2017.

We paidcommon stock owned, assuming a dividendpurchase price of $.07 for each share held of record on October 30, 2017. The dividend was paid October 31, 2017.$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 and interest payments on secured investor certificates. Our current liabilities at September 30, 2017as of March 31, 2018 are primarily comprised of dividends declared as of September 30, 2017March 31, 2018 but not yet paid and current maturities payable on our secured investor certificates.

 

Our current funding sources are expected to provide adequate cash for our operations for the next twelve months. 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; and (iii) 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 for the next twelve months and in future years. We continually review the market for other sources of capital such as a new line of credit.capital. There can be no assurance we will be able to raise additional capital on terms acceptable for such purposes.

 

During the three months ended March 31, 2018, total assets increased by approximately $1,398,000 due to an increase in our cash position from the sale of our Secured Investor Certificates. Current liabilities increased by approximately $122,000 for the three months ended March 31, 2018 due to an increase in current maturities of our secured investor certificates. Non-current liabilities also increased by approximately $1,419,000 for the three months ended March 31, 2018 due to an increase of secured investor certificates outstanding.

For the three months ended March 31, 2018, net cash provided by operating activities increased to approximately $95,000 from $88,000 from the comparative period ended March 31, 2017, primarily due to an increase in our provision for losses on mortgage loans receivable.

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DuringFor the ninethree months ended September 30, 2017, total assets decreasedMarch 31, 2018, net cash provided by (used for) investing activities was approximately $589,000 due$822,000 compared to a decrease in our cash position due to$(1,716,000) from the maturity of Secured Investor Certificates. Current liabilities decreased by approximately $1,381,000 for the ninecomparative three months ended September 30,March 31, 2017, due to a decrease in current maturities of Secured Investor Certificates. Non-current liabilities increased by approximately $1,051,000 for the nine months ended September 30, 2017 due to an increase from the sale of additional Secured Investor Certificates.both investment in mortgage loans and in bonds.

 

For the ninethree months ended September 30, 2017,March 31, 2018, net cash provided by operating activities increased to approximately $334,000 from $3,000 from the comparative period ended September 30, 2016, primarily due to an decrease in our provision for losses on our bond portfolio.

For the nine months ended September 30, 2017, net cash (used for) investing activities was approximately $(1,726,000) compared to $(2,000) from the comparative nine months ended September 30, 2016, due to an increase in investment in mortgage loans.

For the nine months ended September 30, 2017, net cash (used for) provided by financing activities decreased to approximately $(791,000)$1,368,000 from $106,000$(474,000) for the comparative ninethree months ended September 30, 2016,March 31, 2017, primarily due to an increase in payments on maturingthe sale of our secured investor certificates.

 

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 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.

 

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 along with 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.

 

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Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

N/A

 

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 September 30, 2017.March 31, 2018. Based on that evaluation, the principal executive officer and the principal accounting

23

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 three months ended September 30, 2017,March 31, 2018, there were no changes in the Company’s internal controlscontrol over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal controlscontrol 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)Not Applicable

 

Item 3. Defaults Upon Senior Securities

None.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits

 

Exhibit

Number Title of Document

 

31.1Certification 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.

 

31.2Certification 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.

 

32.1Certification 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.

 

32.2Certification 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.
 25 

 

 

101The following financial information from our Quarterly Report on Form 10-Q for the thirdfirst quarter of fiscal year 20172018 filed with the Securities and Exchange Commission on November 14, 2017,May 15, 2018, is formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets at September 30, 2017March 31, 2018 and December 31, 2016;2017; (ii) Consolidated Statements of Operations for the nine and three months ended September 30, 2017March 31, 2018 and 2016;2017; (iii) the Consolidated Statements of Cash Flows for the ninethree months ended September 30, 2017March 31, 2018 and 2016;2017; and (iv) the Notes to Financial Statements (Unaudited).

 

 

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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:       November 14, 2017May 15, 2018

 

 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)

                                                           


 

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