UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended09/06/30/20172022

or

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

For the transition period from ___________ to ___________

Commission file number: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.
 
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

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

Title of each classTrading SymbolName of exchange on which registered
Common Stock, $0.01 par value per shareACMCNone

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.  Yesx 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).  Yesx 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 smallerSmaller reporting company)Smaller reporting company company 
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 ☐ oNox

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, 2017August 15, 2022
Common Stock, $0.01 par value per share 1,677,7981,676,598 shares

 

 
 

 

 

Explanatory Note

On May 2, 2022, the Company filed a Form 8-K with the Commission reporting that it had decided not to re-appoint its current public accounting firm. Accordingly, the financial statements included herein have not been reviewed by the Company’s registered accounting firm. On May 27, 2022, the Company entered into an Asset Sale Agreement with a third party not affiliated with the Company. The Asset Sale Agreement sold substantially all the assets of the Company. The Company has filed a Notice of Intent to Dissolve with the state of Minnesota. No new registered public accounting firm will be engaged in the near future to provide further information regarding the financial statements included herein.

The Company believes that the unaudited financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of American for interim financial reporting and with the instructions to Form 10-Q and Regulations S-X.

AMERICAN CHURCH MORTGAGE COMPANY
 
INDEX

Page

No.

 
PART I.  FINANCIAL INFORMATION
  
  
Item 1.  Financial Statements: 
  
Balance Sheets.………………………………………………………………….…………2F-2 - F- 3
  
Statements of Operations…….………………………….……………………………F-4 – F-5
Statements of Shareholders’ Equity…………………………………………………4 - 5F-6
  
Statements of Cash Flows……..…………………………………………………………..6F-7 - F-8
  
Notes to Financial Statements ………………………………………………………….8F-9 - 18F-19
  
Item 2.  Management’s Discussion and Analysis of Financial 
Condition and Results of Operations…………………………………………………..19 - 2320
  
Item 3.  Quantitative and Qualitative Disclosures About Market Risk………………..2425
  
Items 4.  Controls and Procedures…………..…………………………………………24 25
  
PART II.  OTHER INFORMATION
  
Item 1.  Legal Proceedings…………��…………………………………………………….2526
  
Item 1A.  Risk Factors………………………………….………………………………...2526
  
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds………………..2526
  
Item 3.  Defaults Upon Senior Securities………………………………………..…….2526
  
Item 4.  Mine Safety Disclosures……………………..…………………………..……2526
  
Item 5.  Other Information…………………………………………………………….2526
  
Item 6.  Exhibits……………………………………………….……………………….2526
  
Signatures………………………………………………….…………………..………2728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AMERICAN CHURCH MORTGAGE COMPANY

 

Minnetonka, Minnesota

 

Unaudited Financial Statements

 

SeptemberJune 30, 20172022

 

 

 

 

 

 

 

 

 
 

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.  

  

AMERICAN CHURCH MORTGAGE COMPANY
 2
Balance Sheets 

 

         
ASSETS  June 30, 2022   December 31, 2021 
   (unaudited)     
         
Assets        
    Cash and cash equivalents $3,187,804  $114,798 
    Accounts receivable  1,720,658   79,887 
    Interest receivable       89,280 
    Prepaid expenses  331   2,317 
         
Mortgage Loans Receivable, net of allowance for loan losses of $0  and $1,486,434 and deferred origination fees of $0 and $152,717  at June 30, 2022 and December 31, 2021, respectively         13,744,525 
         
Bond Portfolio       16,337,978 
         
Real Estate Held for Sale       328,996 
            Total Assets $4,908,792  $30,697,781 
         
         
Notes to Financial Statements are an integral part of this Statement.
        

 

 

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.   

 

AMERICAN CHURCH MORTGAGE COMPANY
 3
Balance Sheets 

 

         
LIABILITIES AND STOCKHOLDERS’ EQUITY                           June 30, 2022   December 31, 2021 
   (unaudited)     
         
Liabilities        
    Accounts payable $137  $137 
    Management fee payable  19,374   21,530 
    Line of credit       300,000 
         
Secured Investor Certificates, Series B       4,766,500 
Secured Investor Certificates, Series C       5,977,000 
Secured Investor Certificates, Series D       7,797,000 
Secured Investor Certificates, Series E       3,738,000 
         
(Less) Deferred Offering Costs, net of accumulated amortization  of  $0 and $804,620 at June 30, 2022 and        
    December 31, 2021, respectively       (675,746)
           Total liabilities  19,511   21,924,421 
         
Stockholders’ Equity        
    Common stock, par value $.01 per share        
        authorized, 30,000,000 shares,        
        issued and outstanding, 1,676,598 shares at June 30,         
        2022 and December 31, 2021, respectively  16,766   16,766 
    Additional paid-in capital  19,111,060   19,111,060 
    Accumulated deficit  (14,238,545)  (10,354,466)
            Total stockholders’ equity  4,889,281   8,773,360 
         
            Total liabilities and stockholders' equity $4,908,792  $30,697,781 
         
         
Notes to Financial Statements are an integral part of this Statement.   

 

 

 

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.  

AMERICAN CHURCH MORTGAGE COMPANY
Statements of Operations

   
 For the Six Months Ended
 June 30, 2022 June 30, 2021
 (unaudited)
    
Interest and Loan Fee Income $            1,081,144  $               986,100
    
Interest Expense               1,353,093                   821,512
    
Net Interest Income                 (271,949)                   164,588
    
Provision for losses on mortgage loans receivable               1,486,434                     21,042
    
Net Interest Income after Provision for Losses on Mortgage Loans              (1,758,383)                   143,546
    
Operating Expenses   
   Other than temporary impairment on bond portfolio               1,755,504                   223,545
    Impairment on real estate held for sale                    35,086                               -
Other operating expenses                  335,106                   375,987
                2,125,696                   599,532
    
Net (Loss) $           (3,884,079)  $              (455,986)
    
Basic and Diluted Loss Per Share $                    (2.32)  $                    (0.27)
    
Dividends Declared Per Share $                         -     $                     0.01
    
Weighted Average Common Shares Outstanding -   
    Basic and Diluted               1,676,598                1,677,198
    
    
Notes to Financial Statements are an integral part of this Statement.

AMERICAN CHURCH MORTGAGE COMPANY
Statements of Operations

   
 For the Three Months Ended
 June 30, 2022 June 30, 2021
 (unaudited)
    
Interest and Loan Fee Income $               515,479  $               387,569
    
Interest Expense                  992,399                   407,247
    
Net Interest Income                 (476,920)                    (19,678)
    
Provision for losses on mortgage loans receivable               1,430,163                     13,943
    
Net Interest Income after Provision for Losses on Mortgage Loans              (1,907,083)                    (33,621)
    
Operating Expenses   
   Other than temporary impairment on bond portfolio               1,567,244                   171,263
    Impairment on real estate held for sale                    35,086                               -
Other operating expenses                  223,515                   146,513
                1,825,845                   317,776
    
Net (Loss) $           (3,732,928)  $              (351,397)
    
Basic and Diluted Loss Per Share $                    (2.23)  $                    (0.21)
    
Dividends Declared Per Share $                         -     $                         -   
    
Weighted Average Common Shares Outstanding -   
    Basic and Diluted               1,676,598                1,676,598
    
    
Notes to Financial Statements are an integral part of this Statement.

 

 

AMERICAN CHURCH MORTGAGE COMPANY
 
4Statements of Stockholders’ Equity
Unaudited 

 

                  
   Common Stock   

Additional

Paid-In

   Accumulated     
   Shares   Amount   Capital   Deficit   Totals 
                     
Balance, December 31, 2020  1,676,598  $16,766  $19,111,060  $(9,042,499) $10,085,327 
                     
    Net loss  —               (104,589)  (104,589)
                     
    Dividends declared  —               (16,766)  (16,766)
                     
Balance, March 31, 2021  1,676,598   16,766   19,111,060   (9,163,854) $9,963,972 
                     
    Net loss  —               (351,397)  (351,397)
                     
    Dividends declared  —                       
                     
Balance, June 30, 2020  1,676,598  $16,766  $19,111,060  $(9,515,251) $9,612,575 
                     
Balance, December 31, 2021  1,676,598  $16,766  $19,111,060  $(10,354,466) $8,773,360 
                     
    Net loss  —               (151,151)  (151,151)
                     
    Dividends declared  —                       
                     
Balance, March 31, 2022  1,677,598   16,766   19,111,060   (10,505,617) $8,622,209 

                     
    Net loss  —               (3,732,928)  (3,732,928)
                     
    Dividends declared  —                       
                     
Balance, June 30, 2022  1,677,598  $16,766  $19,111,060  $(14,238,545) $4,889,281 
                     
Notes to Financial Statements are an integral part of this Statement.      

AMERICAN CHURCH MORTGAGE COMPANY
Statements of Cash Flows

       
  For the Six Months Ended
  June 30, 2022 June 30, 2021
  (unaudited)
     
Cash Flows from Operating Activities        
    Net (loss) $(3,884,079) $(455,986)
    Adjustments to reconcile net (loss) income to net cash        
        from operating activities:        
        Net loss on sales and impairment on real estate held for sale  328,996   100,000 
        Provision for losses on mortgage loans receivable  (1,486,434)  21,042 
        Other than temporary impairment on bond portfolio  (1,755,504)  223,545 
        Amortization of loan origination discounts  1,327,649   (37,983)
        Amortization of deferred offering costs  (804,620)  47,053 
        Change in assets and liabilities        
            Accounts receivable  (1,640,771)  11,410 
            Interest receivable  89,280   142,131 
            Prepaid expenses  1,986   (6,114)
            Accounts payable       (13,862)
            Management fee payable  (2,156)  (1,197)
            Net cash (used for) provided by operating activities  (7,825,653)  30,039 
         
Cash Flows from Investing Activities        
    Net decrease in loans  15,383,676   1,969,753 
    Proceeds from bonds  18,093,483   85,000 
            Net cash provided by investing activities  33,477,159   2,054,753 
         
Cash Flows from Financing Activities        
    Net decrease in secured investor certificates  (22,278,500)  (866,000)
    Net change in short term borrowings  (300,000)  (1,210,000)
    Dividends paid       (33,532)
            Net cash (used for) financing activities  (22,578,500)  (2,109,532)
         
Net Increase (Decrease) in Cash and Cash Equivalents  3,073,006   (24,740)
         
Cash and Cash Equivalents - Beginning of Year  114,798   87,702 
         
Cash and Cash Equivalents - End of Year $3,187,804  $62,962 
         
Notes to Financial Statements are an integral part of this Statement.        

AMERICAN CHURCH MORTGAGE COMPANY
Statements of Cash Flows - Continued

    
 For the Six Months Ended
 June 30, 2022 June 30, 2021
 (unaudited)
    
Supplemental Cash Flow Information   
    
    Interest paid $               677,347  $                   774,459
    
Noncash Financing Activities   
    
    Renewal of secured investor certificates $                           -  $                   149,000
    
Notes to Financial Statements are an integral part of this Statement.  

 

 

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. 

 

 

 

 

 

 

 

 

 

7

AMERICAN CHURCH MORTGAGE COMPANY

 

Notes to Unaudited Financial Statements - Unaudited

 

SeptemberJune 30, 20172022

 

1. SUMMARYBASIS OF SIGNIFICANT ACCOUNTING POLICIESPRESENTATION

 

BasisThe accompanying unaudited interim financial statements and the notes thereto have been prepared in accordance with generally accepted accounting principals in the United States of PresentationAmerica (“GAAP”). In the opinion of management, the accompanying unaudited interim financial statements contain all normal recurring adjustments necessary to present fairly the financial positions, results of operations, changes in equity and cash flows for the periods presented.

 

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 Companyrelated notes should be read in conjunction with the December 31, 2016 audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 29, 2022.

On May 27, 2022, American Church Mortgage Company (“ACMC”) entered into an Asset Agreement dated as of May 27, 2022 (the “Asset Sale Agreement”) with OSK XII, LLC (“OSK”), a third party not affiliated with ACMC.

Pursuant to the terms of the Asset Sale Agreement, OSK has agreed to acquire from ACMC substantially all of the assets of ACMC, consisting of ACMC’s Loans, Bonds and Real Estate Held for Sale (the “Transaction”). As provided in the Asset Sale Agreement, OSK agreed to pay the purchase price of $26,100,000, plus interest due on ACMC’s Secured Investor Certificates (the “Purchase Price”), adjusted as follows: (i) less all payments received by ACMC on account of the Loans and the Bonds from March 31, 2022 through the day before the “Closing Date”, (ii) plus the aggregate amount of asset level expenses set forth on a schedule prepared by ACMC as part of ACMC’s confidential schedules delivered to OSK (the “Schedules”). OSK delivered $21,976,500, plus interest from April 1, 2022 to the Closing Date, to an account at Herring Bank, which will be used to redeem ACMC’s Secured Investor Certificates. The Transaction, closed on June 30, 2022. A final settlement totaling approximately $1,721,000 was received on July 1, 2022.

2. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

Due to the sale transaction discussed above, the Company performed an impairment analysis of its long lived assets and on its intangible assets and determined that an impairment of the Company’s fixed assets and intangible assests has occurred which has resulted in additional impairment charges in the quarter ended June 30, 2022.

These impairment charges contributed to a loss of approximately $3,733,000 for the yearsecond quarter ended December 31, 2016. Operating results for the periods presented are not necessarily indicativeJune 30, 2022 as a result of the results that may be expected for the year ending December 31, 2017.Asset Sale Agreement.

Nature of Business

 

American Church Mortgage Company, a Minnesota corporation, was incorporated on May 27, 1994. The Company was organized to engageis engaged primarily in the business of making mortgage loans to churches and other

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Unaudited Financial Statements

June 30, 2022

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.GAAP. 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 the valuation of 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.

 

Risks and Uncertainties

The United States and world economies continue to suffer adverse effects from the COVID-19 virus pandemic (“COVID-19”). The impact of the pandemic to the Company has included and may continue to include disruptions or restrictions on employers and contracted agents’ ability to work, reduced demand for new loans and increased repurchase risk of loan or bond defaults. The future impact of the COVID-19 pandemic on the Company cannot be reasonably estimated at this time.

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.

8

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Financial Statements - Unaudited

September 30, 2017

Cash and Cash 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 $229,858Management believes these financial institutions have strong credit ratings and $14,841 in money market fund accounts at September 30, 2017 and December 31, 2016, respectively.that the credit risk related to these deposits is minimal. The Company has not experienced any losses in such accounts.

 

Bond Portfolio

The

Bonds that management has the intent to hold to maturity are classified as held to maturity and recorded at amortized cost. Amortization of premiums and accretion of discounts (if any) are recognized in interest income using the interest method over the estimated lives of the securities.

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Unaudited Financial Statements

June 30, 2022

Declines in fair value of bonds that are deemed to be other than temporary, if applicable, are reflected in earnings as realized losses. In estimating other-than temporary impairment losses, management considered the length of time and the extent to which fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the interest and the ability of the Company accountsto retain its investment in the issuer 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 ata period of time sufficient to allow for any anticipated recovery in fair value. WhileGains and losses on the bondssales of securities are generally held until contractual maturity,recorded on the Company classifies them as available-for-sale astrade date and determined using 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 and $111,000 in bonds as current assets as of September 30, 2017 and December 31, 2016, respectively, based on management’s estimates for liquidity requirements and contractual maturities of certain bonds maturing in 2017 and 2016, respectively.specific-identification method.

 

Allowance for Loan Losses on 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 loan losses on mortgage loans.loans receivable and less deferred loan origination fees. 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.portfolio with application of reserve percentages to specific loans based on payment status. This policy providesreserves for principal amounts outstanding on a particularspecific loan if cumulative interruptions occur in the normal payment schedule of a loan;the loan, therefore, the Company recognizes a provision for losses and an allowance for the outstanding principal amount of athe 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, the Company provided $1,392,306 for seventeen mortgage loans, of which eight totaling approximately $4,050,000 are three or more mortgage payments in arrears, three loans totaling approximately $1,226,000 are declared to be in default and two loans totaling approximately $634,000 are in the foreclosure process. At December 31, 2016, the Company provided $1,311,983 for seventeen mortgage loans, of which seven totaling approximately $3,449,000 were three or more mortgage payments in arrears, three loans totaling approximately $1,226,000 were declared to be in default and two loans totaling approximately $627,000 were in the foreclosure process.

9

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Financial Statements - Unaudited

September 30, 2017

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

Balance at December 31, 2016$  1,311,983
Provision for additional losses     80,323
Balance at September 30, 2017$  1,392,306

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 at September 30, 2017 and December 31, 2016, respectively. The Company believes these loans are adequately secured by the underlying collateral and the allowance for mortgage loans. Approximately $702,000 and $663,000 of the Company’s allowance for mortgage loans was allocated to impaired loans at September 30, 2017 and December 31, 2016, 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 madeThe accrual of interest 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) ofdiscontinued when the loan is provided tobecomes 90 consecutive days delinquent or whenever management believes the borrower. This letterborrower will be signed by the Senior Pastor and all board members of the borrower. This letter resumes the obligationunable to make payments as they become due. The interest on these loans is subsequently accounted for on the cash basis or using the cost-recovery method until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current or restructured and future payments are reasonably assured. No interest income was recognized 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.loans at June 30, 2022 and December 31, 2021.

 

The Company has an Advisory Agreement with Church Loan Advisors, Inc. (the “Advisor”). 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 and $3,449,000 exceeded 90 days past due but continued to accrue interest at September 30, 2017 and December 31, 2016, 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.

10

 

AMERICAN CHURCH MORTGAGE COMPANY

 

Notes to Unaudited Financial Statements - Unaudited

 

SeptemberJune 30, 2017

Real Estate Held for Sale

As of September 30, 2017, the Company had one property 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 property 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, 2017.2022

 

Carrying Value of Long-Lived AssetsIncome Taxes

 

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate thatelected to be taxed as a Real Estate Investment Trust (REIT). Accordingly, the carrying amount mayCompany is not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases insubject to Federal income tax to the market priceextent of distributions to its shareholders if the Company meets all the requirements under the REIT provisions of the asset; significant adverse changes in the business climate or legal factors; accumulationInternal Revenue Code.

The Company evaluated its recognition of costs significantly in excessincome tax benefits using a two-step approach to recognizing and measuring tax benefits when realization of the benefits is uncertain. The first step is to determine whether the benefit meets the more-likely-than-not condition for recognition and the second step is to determine 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 notto be sold or disposed of significantly before the end of the estimated useful life.

Recoverability is assessedrecognized based on the carrying amount of the asset comparedcumulative probability that exceeds 50%. Primarily due to the sum ofCompany’s tax status as a REIT, 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 deemedCompany does 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.

11

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Financial Statements - Unaudited

September 30, 2017

have any significant tax uncertainties that would require recognition or disclosure.

 

Deferred Financing CostsSubsequent Events

 

The Company defershas evaluated events and transactions through August 15, 2022, the costs relateddate the financial statements were available to obtaining financing. These costs are amortized over the life of the financing using the straight line method, which approximates the effective interest method.be issued.

 

Income (Loss) Per Common Share3. FAIR VALUE MEASUREMENT

 

No adjustments were made to income for the purpose of calculating earnings (loss) per share, as there were no potential 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 identicalSome assets or liabilities. Level 2 inputsand liabilities 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 the periods ended September 30, 2017 and December 31, 2016.

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

Fair Value

Measurement

September 30, 2017Fair ValueLevel 3
Bond portfolio$13,041,616$13,041,616

Fair Value

Measurement

December 31, 2016Fair ValueLevel 3
Bond portfolio$11,482,616$11,482,616

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

12

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Financial Statements - Unaudited

September 30, 2017

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 under GAAP. The Company has no such assets or liabilities that are measured at fair value on a recurring basis. Other assets and liabilities may be measured at fair value on a nonrecurring basis. Below is summarizeda description of the valuation methodology and significant inputs used for each asset and liability measured at fair value on a nonrecurring basis, as follows:well as the classification of the asset or liability within the fair value hierarchy.

     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 

 

Real estate

Bonds held for saleto maturity

Securities held to maturity are not measured at fair value on a recurring basis. However, securities deemed other-than-temporarily impaired are measured at fair value. The fair value measurement of such securities is based on various assumptions market participants would use to value the securities, such as current interest rates, estimated credit and liquidity spreads, conditional default and loss severity rates, and available credit support. Since some of these assumptions are unobservable in the current market environment, the fair value measurement of other-than-temporarily impaired securities held to maturity is considered a Level 3 measurement.

Loans

Loans are not measured at fair value on a recurring basis. However, loans are recordedconsidered to be impaired may be measured at fair value on a nonrecurring basis. The fair value measurement of real estate held for sale wasan impaired loan that is collateral dependent is based uponon the listedfair value of the underlying collateral. Independent appraisals are obtained that utilize one or more valuation methodologies - typically they will incorporate a comparable sales price less expected selling costs, which is a Level 3 input. The resulting impairment charges were $0approach and $19,173 foran income approach. Management routinely evaluates the nine month period ended September 30, 2017 and the year ended December 31, 2016, respectively.fair value measurements

 

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
  Level 1 Level 2 Level 3 Fair Value at September 30,
2017
Impaired Loans $—    $—    $1,158,214  $1,158,214 
Real estate held for resale  —     —     225,872   225,872 
  $—    $—    $1,384,086  $1,384,086 

 

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

13

AMERICAN CHURCH MORTGAGE COMPANY

 

Notes to Unaudited Financial Statements - Unaudited

 

SeptemberJune 30, 20172022

The changeof independent appraisers and adjusts those valuations based on differences noted between actual selling prices of collateral and the most recent appraised value. Such adjustments are usually significant, which results in a Level 3 assetsclassification. All other impaired loan measurements are based on the present value of expected future cash flows discounted at the applicable effective interest rate.

Real estate held for sale

Real estate and other property acquired through or in lieu of loan foreclosure are not measured at fair value on a recurring basis. However, foreclosed assets are initially measured at fair value (less estimated costs to sell) when they are acquired and may also be measured at fair value (less estimated costs to sell) if they become subsequently impaired. The fair value measurement for each asset may be obtained from an independent appraiser or prepared internally. Fair value measurements obtained from independent appraisers generally utilize a market approach based on sales of comparable assets and/or an income approach. Such measurements are usually considered Level 2 measurements. However, management routinely evaluates fair value measurements of independent appraisers by comparing actual selling prices to the most recent appraisals. If management determines significant adjustments should be made to the independent appraisals based on these evaluations, these measurements are considered Level 3 measurements. Fair value measurements prepared internally are based on management's comparisons to sales of comparable assets, but include significant unobservable data and are therefore considered Level 3 measurements.

Information regarding the fair value of Assets and liabilities Measured at Fair Value on a nonrecurring basis as of June 30, 2022 and December 31, 2021 follows:

Nonrecurring Fair Value at June 30, 2022
Assets:

Quoted Prices in Active Markets for Identical Instruments

Level 1

Significant Other Observable Inputs

Level 2

Significant Unobservable Inputs

Level 3

Total
Bond portfolio$$$$
Impaired loans$$$$
Real estate held for sale$$$$

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Unaudited Financial Statements

June 30, 2022

Nonrecurring Fair Value at December 31, 2021
Assets: Quoted Prices in Active Markets for Identical Instruments
Level 1
 Significant Other Observable Inputs
Level 2
 Significant Unobservable Inputs
Level 3
 Total
Bond portfolio $    $    $7,142,094  $7,142,094 
Impaired loans $    $    $4,496,970  $4,496,970 
Real estate held for sale $    $    $328,996  $328,996 
                 

As of June 30, 2022, the Company sold all assets to OSK, XII, LLC and therefore no longer own any of the bonds held to maturity. The Company recognized a final impairment of $1,755,504 on its bond portfolio. As of December 31, 2021, bonds held to maturity with a carrying value of $8,897,598 were written down to their fair value of $7,142,094 by recognizing an other than temporary impairment of $1,755,094.

As of June 30, 2022, the Company sold all assets to OSK, XII, LLC and therefore no longer own any of the loans in its portfolio. The Company recognized a final impairment of $1,486,434 its our loan portfolio. As of December 31, 2021, loans with a carrying amount of $5,983,404 were considered impaired and were written down to their estimated fair value of $4,496,970 by recognizing a specific valuation allowance of $1,486,434.

As of June 30, 2022, the Company sold all assets to OSK, XII, LLC and therefore no longer own any Real Estate Held for Sale. The Company recognized a final impairment of approximately $328,996 on its Real Estate Held for Sale. Real estate held for sale is summarizedrecognized at fair value, less costs to sell. Impairment charges of $0 were recognized in earnings for the period ended December 31, 2021.

The following presents quantitative information about nonrecurring Level 3 Fair Value Measurements as of June 30, 2022 and December 31, 2021:

Fair ValueValuation TechniqueSignificant Unobservable Inputs(s)Range/Weighted
June 30, 2022
Bond Portfolio$       -Market or Income ApproachDiscount to Appraised Values10-50%
Impaired Loans$       -Market or Income ApproachDiscount to Appraised Values10-100%
Real Estate Held for Sale$       -Market or Income ApproachDiscount to Appraised Values10-20%
December 31, 2021
Bond Portfolio$7,142,094Market or Income ApproachDiscount to Appraised Values10-20%
Impaired Loans$4,496,970Market or Income ApproachDiscount to Appraised Values10-100%
Real Estate Held for Sale$328,996Market or Income ApproachDiscount to Appraised Values10-20%

The estimated Carrying Values of the Company’s Financial Instruments are 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 

June 30, 2022

  Level 1 Level 2 Level 3 Carrying Value at June 30, 2022
Cash and equivalents $3,187,804  $    $    $3,187,804 
Accounts receivable  1,720,989             1,720,989 
Interest receivable                    
Mortgage loans receivable                    
Bond portfolio                    
Line of credit                    
Secured investor certificates                    

 

3.

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Unaudited Financial Statements

June 30, 2022

December 31, 2021

  Level 1 Level 2 Level 3 Carrying Value
at December 31, 2021
Cash and equivalents $114,798  $    $    $114,798 
Accounts receivable  79,887             79,887 
Interest receivable  89,280             89,280 
Mortgage loans receivable            13,744,525   13,744,525 
Bond portfolio            16,337,978   16,337,978 
Line of credit  300,000             300,000 
Secured investor certificates       22,278,500        22,278,500 

Limitations

The fair value of a financial instrument is the current amount that would be exchanged between market participants, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company's various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Consequently, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular instrument. Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters that could affect the estimates. Fair value estimates are based on existing balance-sheet financial instruments without attempting to estimate the value of anticipated future business.

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Unaudited Financial Statements

June 30, 2022

4. MORTGAGE LOANS RECEIVABLE AND BOND PORTFOLIO

 

As of June 30, 2022, the Company sold all assets to OSK, XII, LLC and therefore no longer own any of the loans in its portfolio. The Company recognized a final impairment of $1,486,434 on its loan portfolio. At September 30, 2017,December 31, 2021, the Company had mortgage loans receivable totaling $24,947,188.$15,383,676. 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%7.45% at December 31, 2016.2021.

At June 30, 2022, the Company closed-out its loan loss reserve totaling $1,486,434 since all assets were sold to OSK, XII, LLC. At June 30, 2021, the Company reserved $1,515,038 for fourteen mortgage loans. Nine of these loans are three or more mortgage payments in arrears of which two are declared to be in default. The total principal amount of these fourteen loans totaled approximately $6,449,000 at June 30, 2021

A summary of transactions in the Allowance for Mortgage Loans for six months ended June 30, 2022 and 2021 is as follows:

Six Months Ended
Balance at December 31, 2021$                1,486,434
Charge-offs(1,486,434)
Balance at June 30, 2022$                           0

Six Months Ended
Balance at December 31, 2020$                1,493,996
Provisions for loan losses21,042
Balance at June 30,  2021$                1,515,038

One loan was in the foreclosure process, had a principal balance of $543,822 and were considered impaired and written down to their estimated fair value of $0 as of June 30, 2022. As a result, the Company recognized a specific valuation allowance against these impaired loans totaling $543,822 as of June 30, 2022.

Loans that are in the foreclosure process or are declared to be in default, had a principal balance of $921,583 and were considered impaired and written down to their estimated fair value of $173,900 as of December 31, 2021. As a result, the Company recognized a specific valuation allowance against these impaired loans totaling $747,683 as of December 31, 2021.

The outbreak of COVID-19 has affected churches due to shelter-in-place directives which ceased or greatly curtailed social gatherings such as church worship services. The Company’s borrowers have experienced financial duress during the COVID-19 shelter in place restrictions, amplified by the

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Unaudited Financial Statements

June 30, 2022

financial setbacks for many of the church members who have lost their jobs, been furloughed, or had their incomes diminished. The Company provided some temporary relief by allowing its borrowers to either make interest only payments for a period of ninety days or forgo one monthly mortgage payment (forbearance). In 2020, the Company provided nine churches totaling approximately $2,552,000, in principal outstanding, ninety days interest only payments and five churches totaling approximately $2,119,000, in principal outstanding, one-month forbearance of their mortgage payments. As of June 30, 2022, all churches, except one, have returned to full monthly amortization payments. The one church totaling approximately $217,000 in principal outstanding, has remained on interest only payments. This relief will impact the Company’s revenue and the Company will experience declines in payments due from borrowers which will impact operating income and may potentially impact future distributions and the ability to make payments due on the Company’s certificates and dividends to its shareholders. The future impact of COVID-19 on the Company’s investments or operations cannot be reasonably estimated at this time.

 

The Company hasdid not restructure any loans during the six month period ended June 30, 2022. A summary of Loans Re-structured or Modified as of June 30, 2022 and December 31, 2021 are shown below. All of the loans, except one, are currently performing under the terms of the modifications for their mortgage obligations.

 December 31, 2021
      
Type of LoanNumber of LoansOriginal Principal BalanceOriginal Average Interest RateUnpaid Principal BalanceModified Average Interest Rate
Mortgage Loans6$4,196,5448.101%$3,415,6926.431%
      

5. BOND PORTFOLIO

The Company had a portfolio of secured church bonds at September 30, 2017 and December 31, 2016,2021, which arewere carried at fair value.amortized cost. The bonds paypaid either semi-annual or quarterly interest ranging from 2.75%3.50% to 9.75%. The aggregate par 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$18,093,483 at December 31, 20162021 with a weighted average interest rate of 6.77%. These bonds arewere due at various maturity dates through May 15, 2046.February 2047. The Company had recorded an aggregate other than temporary impairment of $1,755,504 as of December 31, 2021. The Company had maturities and redemptions of bonds of approximately $842,000 at December 31, 2021.

 

The contractual maturity schedule for mortgage loans receivable andTotal other than temporary impairment related to the bond portfolio aswas $1,755,504 at December 31, 2021. The fair value of September 30, 2017, is as follows:these securities was $7,142,094 at December 31, 2021.

 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

 

14

 

AMERICAN CHURCH MORTGAGE COMPANY

 

Notes to Unaudited Financial Statements - Unaudited

 

SeptemberJune 30, 20172022

 

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 principalBelow is a roll-forward of the amount of First Mortgage Bonds issued by Agape is $7,200,000, andOther than Temporary Impairment Related to Credit Loss that has been recognized in earnings during 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 Septemberperiods ended June 30, 20172022 and December 31, 2016, 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. However, the trustee made a distribution to bondholders during the year 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 $826.2021:

 

  June 30, 2022 December 31, 2021
     
Beginning Balance $1,755,504  $834,226 
Credit loss realized from redemption of securities  (1,755,504)  (18,743)
Additions to other than temporary impairment       940,021 
Ending Balance $    $1,755,504 

4.

6. SECURED INVESTOR CERTIFICATES

 

Pursuant to the terms of the Asset Sale Agreement, OSK delivered $21,976,500, plus interest from April 1, 2022 to the Closing Date, to an account at Herring Bank, which will be used to redeem ACMC’s Secured Investor Certificates. The Transaction, closed on June 30, 2022.

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 6.45% and 6.47%6.12% at September 30, 2017 and December 31, 2016, respectively.2021. 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 and $231,000 for the three months ended September 30, 2017 and 2016, respectively.$530,000 at December 31, 2021. 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, 2017 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 
20204,167,000 
20211,928,000 
Thereafter 14,527,000 
   
           Totals$27,534,000 

15

AMERICAN CHURCH MORTGAGE COMPANY

Notes to Financial Statements - Unaudited

September 30, 2017

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 receivable and church bonds of approximately the same value. At September 30, 2017, 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.

6.7. 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. For its services, the Advisor is entitled to receive a management fee equal to 1.25% annually of the Company's Average Invested Assets, plus one-half of any origination fee charged to borrowers on mortgage loans made by the Company. A majority of the independent board members approve the advisory agreementAdvisory Agreement on an annual basis. The Company paid the Advisor management and origination fees of approximately $82,000$123,000 and $78,000 during the three months ended September 30, 2017 and 2016, respectively and management fees of approximately $244,000 and $238,000$268,000 for the nine monthsperiods ended SeptemberJune 30, 2017 and 2016, respectively.

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, 20172022 and December 31, 2016,2021, respectively. ManagementIn addition, the Company paid to the Advisor rent totaling $15,000 for the period ended June 30, 2022. The rent 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.on a month-to month basis.

 

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8. LINE OF CREDIT

On April 9, 2018, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Alerus Financial, N.A., as lender (the “Lender”), and a Revolving Note (the “Note”) evidencing a $4,000,000 revolving loan, later amended to $3,000,000 (the “Revolving Loan”). The Lender agrees to

 

AMERICAN CHURCH MORTGAGE COMPANY

 

Notes to Unaudited Financial Statements - Unaudited

 

SeptemberJune 30, 2017

2022

 

make loans to the Company from time to time and after the date of the loan agreement and the Company may repay and re-borrow 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 estimated fair valuesRevolving Loan is secured by a first priority security interest in substantially all of the Company’s financial instruments, none of which are held for trading purposes, are as follows:

  September 30, 2017 December 31, 2016
  Carrying Fair Carrying Fair
  Amount Value Amount Value
         
Cash and equivalents $1,200,854  $1,200,854  $3,382,994  $3,382,994 
Accounts receivable  270,476   270,476   219,352   219,352 
Interest receivable  178,093   178,093   175,912   175,912 
Mortgage loans receivable  23,237,821   28,148,053   24,732,280   25,646,901 
Bond portfolio  13,041,616   13,041,616   11,940,616   11,940,616 
Secured investor certificates  27,534,000   36,218,630   27,924,000   35,415,944 

The following methods and assumptions were used byassets other than collateral pledged to secure 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.

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, both those currently issued and any potentially issued in the future. The Company borrowed against the line of credit and has an outstanding balance of $0 and $300,000 as of June 30, 2022 and December 31, 2021 respectively. The interest rate on the Revolving Loan is currently greater than the carrying value due to higher interest rates than current market rates.prevailing Wall Street Journal U.S. Prime Rate (the Index) plus 1.00%. On January 19, 2022, the Revolving Loan was extended through April 19, 2022. The Company did not renew the line of credit on April 19, 2022.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 20162021 and other public filings and disclosures.  Investors and shareholders are urged to read these documents carefully.

Recent Developments

On May 27, 2022, American Church Mortgage Company (“ACMC”) entered into an Asset Agreement dated as of May 27, 2022 (the “Asset Sale Agreement”) with OSK XII, LLC (“OSK”), a third party not affiliated with ACMC.

Pursuant to the terms of the Asset Sale Agreement, OSK has agreed to acquire from ACMC substantially all of the assets of ACMC, consisting of ACMC’s Assets and Bonds (the “Transaction”). As provided in the Asset Sale Agreement, OSK agreed to pay the purchase price of $26,100,000, plus interest due on ACMC’s Secured Investor Certificates (the “Purchase Price”), adjusted as follows: (i) less all payments received by ACMC on account of the Loans and the Bonds from March 31, 2022 through the day before the “Closing Date” (defined below), (ii) plus the aggregate amount of asset level expenses set forth on a schedule prepared by ACMC as part of ACMC’s confidential schedules delivered to OSK (the “Schedules”). The Asset Sale Agreement provides that at least two days before the Closing Date, OSK must deliver $21,976,500, plus interest from April 1, 2022 to the Closing Date, to an account at Herring Bank, which will be used to redeem ACMC’s Secured Investor Certificates. The Transaction closed on June 30, 2022.

 

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-one first mortgage loans aggregating $24,722,063 in principal amount, three second mortgage loans totaling $225,124 in principal amount and a first mortgage bond portfolio with par values aggregating $13,499,616. 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 Nine2022 Six Months Ended SeptemberJune 30, 20172022 Compared to Fiscal 2016 Nine2021 Six Months Ended SeptemberJune 30, 20162021 

 

Our net income (loss)loss for the ninesix months ended SeptemberJune 30, 20172022 and 20162021 was $93,509$3,884,079 and $(324,234),$455,986 respectively, on total interest and other income of $2,059,857approximately $1,081,000 and $1,989,106,$986,000, 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 SeptemberJune 30, 2017,2022 we sold all of the assets in our loan and bond portfolio to OSK through an Asset Sale Agreement (see above). The sale of all of our assets resulted in an additional impairment charge contributing to the loss for the six month period ended June 30, 2022.

As of June 30, 2021, our loans receivablesreceivable have interest rates ranging from 0% to 10.25%, with an average, principal-adjusted interest rate of 8.20%7.65%. Our bond portfolio has an average current yield of 6.80%6.76% as of SeptemberJune 30, 2017. As of September 30, 2016, the average, principal-adjusted interest rate on our portfolio of loans was 8.27% and our portfolio of bonds had an average current yield of 6.73%. The increase 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.2021.

19

 

Interest expense was $1,436,104approximately $1,353,000 and $1,518,067$822,000 for the ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, respectively. The decreaseincrease in interest expense was largely due to the decrease inrecognition of all amortized expenses related to our Secured Investor Certificates outstanding during the nine month period ended September 30, 2017. Net interest margin increased from 23.68% to 30.28% resulting primarily from an increase in interest and other income of approximately 3.56% and a decrease in interest expense of approximately 5.40%.Certificate offerings.

 

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 an allowance for the outstanding principal amount of a loan in our portfolio ifin the amount that 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 the return ofto regular monthly mortgage 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 nine months ended Septemberwas $0 as of June 30, 20172022 compared to $1,486,434 as we recorded additional provisions against the mortgage loans.of December 31, 2021. We recorded an additionalclosed-out or provision for losses on loans during the nine monthsperiod ended SeptemberJune 30, 20172021due to the sale of approximately $80,323all loans in our portfolio under the Asset Sale Agreement with OSK compared to approximately $161,312$21,042 for the nine monthsperiod ended SeptemberJune 30, 2016.2021. At September 30, 2017,December 31, 2021, we provided approximately $1,392,000$1,486,000 allowance for seventeenloan loss reserve for twelve mortgage loans, of which eight are three or more mortgage payments in arrears, three loans are declared to be in default and two were in the foreclosure process. At December 31, 2016, we provided approximately $1,312,000 for seventeen mortgage loans, of which seven were three or more mortgage payments in arrears threeof which two were declared to be in default and two were in the foreclosure process.default.

 

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 two second mortgage loans totaling approximately $225,000 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

 

20

 

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.

 

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 ninesix months ended SeptemberJune 30, 2017 decreased2022 increased to approximately $4,000 to $450,000$2,126,000 compared to $454,000 at September$600,000 for the six months ended June 30, 2016.2021. The decreaseincrease was primarily the result of an increase in legal expenses but a decrease in accounting expenses.for additional impairment on our bond portfolio and real estate held for sale.

Fiscal 2017 Third2022 Second Quarter Compared to Fiscal 2016 Third2021 Second Quarter

 

The Company had a net incomeloss of approximately $197,000 and $138,000$3,733,000 for the three months ended June 30, 2022 compared to a net loss of approximately $351,000 for the three months ended June 30, 2021, on total interest and other income of approximately $677,000$515,000 and $651,000 three months ended September 30, 2017 and 2016,$388,000, respectively. Interest expense was approximately $480,000$992,000 and $512,000$407,000 for the three months ended SeptemberJune 30, 20172022 and 2016,2021, respectively. The increasedecrease in net interest income was approximately $58,000. In addition,from the Company experienced a decrease in provisions for losses on its bond portfolio of approximately $60,000 for theprior three month period ended September 30, 2017.was approximately $457,000.

 

Operating expenses for the three months ended SeptemberJune 30, 2017 decreased2022 increased to approximately $107,000$1,826,000 compared to $112,000$318,000 at SeptemberJune 30, 2016.2021. The decreaseincrease in operating expenses was due to a decreasean increase in real estateother than temporary impairment on our bond portfolio and costs associated with real estate held for sale.

 

Mortgage Loans and Bond Portfolio

 

ThreeNo new bridge loans were funded and no bonds were purchased during the ninesix months ended SeptemberJune 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, 2017.2022 and 2021, respectively.

 

We previously owned $4,321,000 First Mortgage Bonds issued by Greater Travelers Rest (“GTR”) located in Decatur, Georgia. The Company currently ownstotal principal amount of First Mortgage Bonds issued by GTR is $17,390,000. We, along with all other bondholders, have a superior lien over all other creditors. The last correspondence to bondholders was January 22, 2021 in which the trustee agreed to deferment of sinking fund payments since the COVID-19 pandemic caused a significant decrease in giving from the Church membership. The agreement meant that the trustee would not declare an event of default under the terms of the trust indenture as a result of missed sinking fund payments. The trustee and the church entered into a payment plan to get the church current on their sinking fund payments in the first quarter of 2021. If the church keeps with the plan, starting in 2022, the pay-dates should be made on time to the bondholders. We have not been updated as to the status of the payment plan and no interest or principal due to us has been made in 2022. These bonds were sold to OSK in the Asset Sale Agreement.

We previously owned $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,We, along with all other bondholders, hashave 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 June 31, 2017 and December 31, 2016, 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 six month periodyear ended June 30, 2017.December 31, 2021 or 2020. However, the trustee made a distribution to bondholders during the quarter2017 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. The trustee again initiated foreclosure action against the Church and prevailed in its pursuit to foreclose on the Church’s property on November 1, 2019. However, on the eve of the foreclosure sale, the Church again filed for bankruptcy protection. In October 2020, bondholders were asked by the trustee to accept or reject a plan of reorganization. The trustee is recommending bondholders accept the reorganization plan. We accepted the reorganization plan. Acceptance of the plan by bondholders could result in a return of approximately 67% of the original principal investment outstanding. As of June 30, 2022, we have not been updated as to the status of the reorganization plan. These bonds were sold to OSK in the Asset Sale Agreement.

We previously owned $900,000 First Mortgage Bonds issued by Soul Reapers Worship Center International located in Raleigh, North Carolina. The total principal amount of First Mortgage Bonds issued by Soul Reapers is $1,920,000. The Church has failed to make payments as required under the terms of the Trust Indenture. As a Bondholder, we expected to receive interest and principal payment(s) on time and according to the terms of the Bonds. We did not receive any quarterly interest payments from the issuer for the period ended June 30, 2022. These bonds were sold to OSK in the Asset Sale Agreement.

 

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 anyrecorded an additional $0 and $100,000 impairment on our real estate held for sale for the ninesix month period ended SeptemberJune 30, 2017.2022 and 2021, respectively. We sold our real estate held for sale to OSK in the Asset Sale Agreement.

 

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 and $9,450 in did not earn anyorigination fees for the ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, respectively.

We did not pay any dividends for the period ended June 30, 2022.

 

We paid a dividend of $.07$.01 for each share held of record on April 25, 2017.28, 2021. The dividend, which was paid April 28, 2017.30, 2021, represents a 0.40% annual rate of return on each share of common stock owned, assuming a purchase price of $10 per share.

 

We paid a dividendOn June 27, 2022 the sale was approved by shareholders, the timing of $.07 for each share heldany distributions to ACMC’s shareholders depends on, among other factors, the timing of record on July 28, 2017. The dividend was paid July 31, 2017.ACMC performing all of its obligations and requirements after the closing of the Sale and payment of any applicable liabilities and obligations.

 

We paidThe shareholders approved the Sale, subject to the satisfaction of the liabilities of ACMC, the Board intends, although there can be no assurance, to provide for an initial distribution of between $4.6 million

and $4.8 million in the aggregate, or approximately $2.75 to $2.89 per share of ACMC’s common stock. The Board anticipates that an initial distribution will be made during the third quarter of 2022 and that a dividendsecond distribution may be made at a later date prior the end of $.07 for each share held of record on October 30, 2017. The dividend was paid October 31, 2017.the calendar year.

 

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, 2017 are primarily comprised of dividends declared as of September 30, 2017 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. There can be no assurance we will be able to raise additional capital on terms acceptable for such purposes.

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During the ninesix months ended SeptemberJune 30, 2017,2022, total assets decreased by approximately $589,000$25,789,000 due primarily to the sale of all our assets to OSK in the Asset Sales Agreement. Liabilities decreased by for the same reason, due to a decrease inpay-off of all our cash position due to the maturitysecured investor certificates outstanding and our line of Secured Investor Certificates. Current liabilities decreased by approximately $1,381,000 for the nine months ended September 30, 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.credit outstanding.

 

For the ninesix months ended SeptemberJune 30, 2017,2022, net cash provided by operating activities increased to approximately $334,000$7,825,000 from $3,000$30,000 from the comparative period ended SeptemberJune 30, 2016,2021, primarily due to the sale of all assets and an decreaseincrease in our provision for losses on operations.

For the six months ended June 30, 2022, net cash provided by investing activities was approximately $33,477,000 compared to $2,055,000 from the comparative six months ended June 30, 2021, due to an sale of all asset from our mortgage loans and bond portfolio.

 

For the ninesix months ended SeptemberJune 30, 2017,2022, 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 decreasedincreased to approximately $(791,000)$(22,579,000) from $106,000$(2,110,000) for the comparative ninesix months ended SeptemberJune 30, 2016,2021, primarily due to an increase in paymentsthe pay-down on maturing secured investor certificates.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 SeptemberJune 30, 2017.2022. Based on that evaluation, the principal executive officer and the principal accounting officer concluded that the Company’s disclosure controls and procedures were not 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. We have limited number of personnel performing finance and accounting functions. Were there a larger staff, it would be possible to provide for enhanced disclosure of financial reporting matters. Management is required to apply its judgement in evaluating the cost benefit relationship of possible controls and procedures. Management realizes this is a material weakness.

 

Changes in Internal Controls Over Financial Reporting

 

During the three months ended SeptemberJune 30, 2017,2022, 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
 

101

The following financial information from our Quarterly Report on Form 10-Q for the thirdfirst quarter of fiscal year 20172022 filed with the Securities and Exchange Commission on November 14, 2017,August 15, 2022, is formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets at SeptemberJune 30, 20172022 and December 31, 2016;2021; (ii) Consolidated Statements of Operations for the ninesix and three months ended SeptemberJune 30, 20172022 and 2016;2021; (iii) the Consolidated Statements of Cash Flows for the ninesix months ended SeptemberJune 30, 20172022 and 2016;2021; and (iv) the Notes to Financial Statements (Unaudited).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

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, 2017

August 15, 2022

 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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