UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the period from _____ to _____
333-4028-LA
(Commission file No.)
MINISTRY PARTNERS INVESTMENT COMPANY, LLC
(Exact name of registrant as specified in its charter)
CALIFORNIA |
| 26-3959348 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
915 West Imperial Highway, Brea, Suite 120, California, 92821
(Address of principal executive offices)
(714) 671-5720
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company filer, or an emerging growth company. See the definitions of “accelerated filer,” “large accelerated filer,” “smaller reporting company,” and “emerging growth company.” in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ |
Smaller reporting company filer þ | 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 Exchange Act). Yes ¨ No þ.
At June 30, 2021, registrant had issued and outstanding 146,522 units of its Class A common units. The information contained in this Form 10-Q should be read in conjunction with the registrant’s Annual Report on Form 10-K for the year ended December 31, 2020.
MINISTRY PARTNERS INVESTMENT COMPANY, LLC
FORM 10-Q
TABLE OF CONTENTS
9 | ||
PART I — FINANCIAL INFORMATION | ||
Item 1: | F - 1 | |
F - 2 | ||
F - 3 | ||
F - 4 | ||
F - 5 | ||
Item 2: | Management's Discussion and Analysis of Financial Condition and Results of Operations | 3 |
Item 3: | 15 | |
Item 4: | 16 | |
PART II —OTHER INFORMATION | ||
Item 1: | 17 | |
Item 1A: | 17 | |
Item 2: | 18 | |
Item 3: | 19 | |
Item 4: | 20 | |
Item 5: | 21 | |
Item 6: | 22 | |
23 | ||
Exhibit 31.1: | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) | |
Exhibit 31.2: | Certification of Principal Accounting Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) | |
Exhibit 32.1: | Certification pursuant to 18 U.S.C. §1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 | |
Exhibit 32.2: | Certification pursuant to 18 U.S.C. §1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements
Ministry Partners Investment Company, LLC and Subsidiaries
Consolidated Balance Sheets
June 30, 2021 and December 31, 2020
(Dollars in thousands Except Unit Data)
June 30, | December 31, | |||||
2021 | 2020 | |||||
(Unaudited) | (Audited) | |||||
Assets: | ||||||
Cash and cash equivalents | $ | 14,419 | $ | 21,922 | ||
Restricted cash | 51 | 51 | ||||
Certificates of deposit | 1,000 | 1,761 | ||||
Loans receivable, net of allowance for loan losses of $1,620 and $1,516 as of June 30, 2021 and December 31, 2020, respectively | 107,452 | 116,121 | ||||
Accrued interest receivable | 723 | 798 | ||||
Investment in joint venture | 890 | 884 | ||||
Property and equipment, net | 194 | 219 | ||||
Foreclosed assets, net | 301 | 301 | ||||
Servicing assets | 151 | 147 | ||||
Other assets | 728 | 889 | ||||
Total assets | $ | 125,909 | $ | 143,093 | ||
Liabilities and members’ equity | ||||||
Liabilities: | ||||||
Line of credit | 1,825 | — | ||||
Term-debt | $ | 35,031 | $ | 51,516 | ||
Investor notes payable, net of debt issuance costs of $75 and $33 as of June 30, 2021 and December 31, 2020, respectively | 71,909 | 76,194 | ||||
Accrued interest payable | 223 | 312 | ||||
Other liabilities | 2,354 | 2,163 | ||||
Total liabilities | 111,342 | 130,185 | ||||
Members' Equity: | ||||||
Series A preferred units, 1,000,000 units authorized, 117,100 units issued and outstanding at June 30, 2021 and December 31, 2020 (liquidation preference of $100 per unit); See Note 13 | 11,715 | 11,715 | ||||
Class A common units, 1,000,000 units authorized, 146,522 units issued and outstanding at June 30, 2021 and December 31, 2020; See Note 13 | 1,509 | 1,509 | ||||
Accumulated equity (deficit) | 1,343 | (316) | ||||
Total members' equity | 14,567 | 12,908 | ||||
Total liabilities and members' equity | $ | 125,909 | $ | 143,093 |
The accompanying notes are an integral part of these consolidated financial statements.
Ministry Partners Investment Company, LLC and Subsidiaries
Consolidated Statements of Operations (Unaudited)
For the three and six month periods ended June 30, 2021 and 2020
(Dollars in thousands)
Three months ended | Six months ended | |||||||||||
June 30, | June 30, | |||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||
Interest income: | ||||||||||||
Interest on loans | $ | 1,753 | $ | 2,055 | $ | 3,621 | $ | 4,234 | ||||
Interest on interest-bearing accounts | 11 | 31 | 25 | 117 | ||||||||
Total interest income | 1,764 | 2,086 | 3,646 | 4,351 | ||||||||
Interest expense: | ||||||||||||
Investor notes payable | 677 | 685 | 1,355 | 1449 | ||||||||
Other debt | 256 | 437 | 545 | 883 | ||||||||
Total interest expense | 933 | 1,122 | 1,900 | 2,332 | ||||||||
Net interest income | 831 | 964 | 1,746 | 2,019 | ||||||||
Provision for loan losses | 112 | 11 | 104 | 63 | ||||||||
Net interest income after provision for loan losses | 719 | 953 | 1,642 | 1,956 | ||||||||
Non-interest income: | ||||||||||||
Broker-dealer commissions and fees | 206 | 112 | 502 | 287 | ||||||||
Other income | 73 | 64 | 130 | 145 | ||||||||
Gain on debt extinguishment | — | — | 2,398 | — | ||||||||
Total non-interest income | 279 | 176 | 3,030 | 432 | ||||||||
Non-interest expenses: | ||||||||||||
Salaries and benefits | 623 | 595 | 1,538 | 1,379 | ||||||||
Marketing and promotion | 9 | 10 | 220 | 18 | ||||||||
Office occupancy | 45 | 44 | 89 | 89 | ||||||||
Office operations and other expenses | 320 | 318 | 616 | 651 | ||||||||
Foreclosed assets, net | — | — | 21 | 9 | ||||||||
Legal and accounting | 151 | 68 | 283 | 188 | ||||||||
Total non-interest expenses | 1,148 | 1,035 | 2,767 | 2,334 | ||||||||
Income (loss) before provision for income taxes | (150) | 94 | 1,905 | 54 | ||||||||
Provision for income taxes and state LLC fees | 5 | 6 | 10 | 11 | ||||||||
Net income (loss) | $ | (155) | $ | 88 | $ | 1,895 | $ | 43 |
The accompanying notes are an integral part of these consolidated financial statements.
Ministry Partners Investment Company, LLC and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
For the six months ended June 30, 2021 and 2020
(Dollars in thousands)
Six months ended | ||||||
June 30, | ||||||
2021 | 2020 | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net income | $ | 1,895 | $ | 43 | ||
Adjustments to reconcile net income to net cash used by operating activities: | ||||||
Depreciation | 25 | 26 | ||||
Amortization of deferred loan fees | (109) | (145) | ||||
Amortization of debt issuance costs | 24 | 44 | ||||
Provision for loan losses | 104 | 63 | ||||
Accretion of loan discount | (11) | (16) | ||||
Gain on sale of loans | (19) | (39) | ||||
Loss on sale of fixed assets | — | 8 | ||||
Gain on extinguishment of debt | (2,398) | — | ||||
Changes in: | ||||||
Accrued interest receivable | 75 | (303) | ||||
Other assets | 172 | (40) | ||||
Accrued interest payable | (89) | (43) | ||||
Other liabilities | 171 | (229) | ||||
Net cash used by operating activities | (160) | (631) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Loan purchases | (368) | — | ||||
Loan originations | (8,526) | (13,140) | ||||
Loan sales | 9,595 | 10,742 | ||||
Loan principal collections | 7,976 | 7,412 | ||||
Redemption (purchase) of certificates of deposit | 761 | (1,754) | ||||
Investment in joint venture | 6 | — | ||||
Purchase of property and equipment | — | (87) | ||||
Sale of property and equipment | — | 24 | ||||
Net cash provided by investing activities | 9,444 | 3,197 | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Principal payments on term debt | (14,087) | (2,467) | ||||
Borrowings, net of repayments on line of credit | 1,825 | — | ||||
Net change in investor notes payable | (4,243) | (280) | ||||
Debt issuance costs | (66) | (24) | ||||
Dividends paid on preferred units | (216) | (274) | ||||
Net cash used by financing activities | (16,787) | (3,045) | ||||
Net (decrease) in cash and restricted cash | (7,503) | (479) | ||||
Cash, cash equivalents, and restricted cash at beginning of period | 21,973 | 26,045 | ||||
Cash, cash equivalents, and restricted cash at end of period | $ | 14,470 | $ | 25,566 | ||
Supplemental disclosures of cash flow information | ||||||
Interest paid | $ | 1,989 | $ | 2,375 | ||
Income taxes paid | 20 | 13 | ||||
Supplemental disclosures of non-cash transactions | ||||||
Servicing assets recorded | 28 | 58 | ||||
Leased assets obtained in exchange of new operating lease liabilities | — | 53 | ||||
Lease liabilities recorded | — | 53 | ||||
Dividends declared to preferred unit holders | 14 | 23 |
The accompanying notes are an integral part of these consolidated financial statements.
Ministry Partners Investment Company, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accounting and financial reporting policies of MINISTRY PARTNERS INVESTMENT COMPANY, LLC (the “Company”) and its wholly-owned subsidiaries, Ministry Partners Funding, LLC, MP Realty Services, Inc., Ministry Partners Securities, LLC, and Ministry Partners for Christ, Inc. conform to accounting principles generally accepted in the United States and general financial industry practices. The accompanying interim consolidated financial statements have not been audited. A more detailed description of the Company’s accounting policies is included in its 2020 annual report filed on Form 10-K. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2021 and for the six months ended June 30, 2021 and 2020 have been made.
Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The results of operations for the periods ended June 30, 2021 and 2020 are not necessarily indicative of the results for the full year.
Note 1: Nature of Business and Summary of Significant Accounting Policies
Nature of Business
The Company was formed in California in 1991. The Company’s primary operations are financing commercial real property secured loans and providing investment advisory and insurance services and products for the benefit of evangelical churches, ministries, and individuals.
The Company’s wholly-owned subsidiaries are:
Ministry Partners Funding, LLC, a Delaware limited liability company (“MPF”);
MP Realty Services, Inc., a California corporation (“MP Realty”);
Ministry Partners Securities, LLC, a Delaware limited liability company (“MP Securities”); and
Ministry Partners for Christ, Inc., a not-for-profit Delaware corporation (“MPC”).
The Company formed MPF in 2007 and then deactivated the subsidiary on November 30, 2009. In December 2014, the Company reactivated MPF to enable it to serve as collateral agent for loans held as collateral for its Secured Investment Certificates.
The Company formed MP Realty in November 2009, and obtained a license to operate as a corporate real estate broker through the California Department of Real Estate on February 23, 2010. MP Realty has conducted limited operations to date.
The Company formed MP Securities on April 26, 2010 to provide investment and financial planning solutions for individuals, churches, charitable institutions, and faith-based organizations. MP Securities acts as the selling agent for the Company’s public and private placement notes.
The Company formed MPC on December 28, 2018 to be used exclusively for religious and charitable purposes within the meaning of Section 501(c)(3) of the U.S. Internal Revenue Code of 1986. MPC is a not-for-profit corporation formed and organized as a private foundation under Delaware law that makes charitable grants to Christian education, and provides accounting, consulting, and financial expertise to aid evangelical Christian ministries. On August 23, 2019, the Internal Revenue Service granted MPC tax-exempt status as a private foundation under Section 501(c)(3) of the Internal Revenue Code. The MPC Board of Directors approved its first charitable grants during the year ended December 31, 2020.
Principles of Consolidation
The consolidated financial statements include the accounts of Ministry Partners Investment Company, LLC and its wholly owned subsidiaries. Management eliminates all significant inter-company balances and transactions in consolidation.
Conversion to LLC
Effective as of December 31, 2008, the Company converted its form of organization from a corporation organized under California law to a limited liability company organized under the laws of the State of California. With the filing of Articles of Organization-Conversion with the California Secretary of State, the separate existence of Ministry Partners Investment Corporation ceased and the entity continued by operation of law under the name Ministry Partners Investment Company, LLC.
Since the conversion became effective, a group of managers provides oversight of the Company’s affairs. The managers have full, exclusive, and complete discretion, power, and authority to oversee the management of Company affairs. As an LLC, the Company’s managers and members have entered into an Operating Agreement that governs the Company’s management structure and governance procedures.
Risks and Uncertainties
COVID-19, a global pandemic, has adversely impacted the broad economy, including most industries and sectors. The length, depth of, and recovery from the pandemic will ultimately determine the overall financial impact to the Company, but it could impair our borrowers' ability to meet their financial obligations to us. Furthermore, while there has
been no material impact to the Company’s employees to date, COVID-19 could potentially create business continuity issues for the Company.
In accordance with Financial Accounting Standards Board (FASB) and interagency regulatory guidance issued in March 2020, loans that were modified under the terms of our COVID-19 Deferral Assistance Program were not considered troubled debt restructurings to the extent that they met the terms of such guidance under Section 4013 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).
The Company’s operations are dependent upon the willingness and ability of its employees, borrowers, noteholders, and investment clients to conduct financial transactions. If the global response to contain COVID-19 results in reinstatement of lock-down or curtailment of activities orders, the Company could experience a material adverse effect on its business, financial condition, results of operations, and cash flows. While it is not possible to know the full extent that the impact of COVID-19, resulting measures to curtail its spread and recovery of the economy as the U.S. reopens and prepares for the variant strains of the pandemic will have on the Company’s operations, the Company is disclosing potentially material factors that could impact our business of which it is aware.
Cash, and Cash Equivalents
Cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The Company had demand deposits and money market deposit accounts as of June 30, 2021 and December 31, 2020.
The National Credit Union Insurance Fund insures a portion of the Company’s cash held at credit unions, and the Federal Deposit Insurance Corporation insures a portion of cash held by the Company at banks. The Company holds cash deposits that may exceed insured limits. Management does not expect to incur losses in these cash accounts.
The Company maintains cash accounts with Royal Bank of Canada Dain Rauscher (“RBC Dain”) as part of its clearing agreement, and with the Central Registration Depository (“CRD”) for regulatory purposes. The Company classifies these accounts as restricted cash on its balance sheet.
Certificates of Deposit
Certificates of deposit include investments in certificates of deposit held at financial institutions that carry original maturities of greater than three months.
Details of certificates with original maturities of greater than three months owned by the Company as of June 30, 2021 and December 31, 2020 are as follows (dollars in thousands):
As of June 30, 2021 | ||||||||||||
Certificate | Open Date | Certificate Amount | Interest Rate | Maturity Date | ||||||||
CD 1 | 1/13/2020 | $ | 1,000 | 2.25% | 10/13/2021 | |||||||
As of December 31, 2020 | ||||||||||||
Certificate | Open Date | Certificate Amount | Interest Rate | Maturity Date | ||||||||
CD 1 | 1/13/2020 | $ | 1,000 | 2.25% | 10/13/2021 | |||||||
CD 2 | 4/1/2020 | 761 | 1.95% | 1/1/2021 | ||||||||
Total | $ | 1,761 |
Use of Estimates
The Company’s presentation of consolidated financial statements that conform to United States Generally Accepted Accounting Principles (“U.S. GAAP”) requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates govern areas such as the allowance for credit losses, foreclosed assets valuation, and the fair value of financial instruments. Actual results could differ from these estimates.
Investments in Joint Venture
In 2016, the Company entered into a joint venture agreement to develop and sell property we acquired as part of a Deed in Lieu of Foreclosure agreement reached with one of our borrowers. The joint venture owns a property located in Santa Clarita, California.
On a periodic basis, management analyzes the Company’s investment in the joint venture for impairment. In this analysis, management compares the carrying value of the investment to the estimated value of the underlying real property. The Company records any impairment charges as a valuation allowance against the value of the asset. The Company’s share of income and expenses of the joint venture will increase or decrease the Company’s investment in the joint venture. Management records these valuation changes as realized gains or losses on investment on the Company’s consolidated statements of operations.
Loans Receivable
The Company reports loans that management has the intent and ability to hold for the foreseeable future at their outstanding unpaid principal balance adjusted for an allowance for loan losses, deferred loan fees and costs, and loan discounts.
Interest Accrual on Loans Receivable
The Company accrues loan interest income daily. Management defers loan origination fees and costs generated in making a loan. The Company amortizes these fees and costs as an adjustment to the related loan yield using the interest method.
Loan discounts are interest accrued and unpaid which the Company added to loan principal balances when it restructured the loan. The Company does not accrete discounts to income on impaired loans. However, when management determines that a previously impaired loan is no longer impaired, the Company begins accreting loan discounts to interest income over the term of the restructured loan. For loans purchased from third parties, loan discounts also are the differences between the purchase price and the recorded principal balance of the loan. The Company accretes these discounts to interest income over the term of the loan using the interest method.
Management considers a loan impaired if it concludes that the collection of principal or interest according to the terms of the loan agreement is doubtful. The Company stops the accrual of interest when management determines the loan is impaired.
For loans that the Company places on nonaccrual status, management reverses all uncollected accrued interest against interest income. Management accounts for the interest on these loans on the cash basis or cost-recovery method until the loan qualifies for return to accrual status. It is not until all the principal and interest amounts contractually due are brought current and future payments are reasonably assured that the Company returns a loan to accrual status.
Allowance for Loan Losses
Management sets aside an allowance for loan losses by charging the provision for loan losses account on the consolidated statements of income. This charge decreases the Company’s earnings. Management charges off the part of loan balances it believes it will not collect against the allowance. The Company credits subsequent recoveries, if any, to the allowance.
Loan Portfolio Segments and Classes
Management separates the loan portfolio into portfolio segments for purposes of evaluating the allowance for loan losses. A portfolio segment is defined as the level at which the Company develops and documents a systematic method for determining its allowance for loan losses. The Company segments the loan portfolio based on loan types and the underlying risk factors present in each loan type. Management periodically reviews and revises such risk factors, as it considers appropriate.
The Company’s loan portfolio consists of one segment – church loans. Management has segregated the loan portfolio into the following portfolio classes:
Loan Class | Class Description | |
Wholly-Owned First Collateral Position | Wholly-owned loans and the retained portion of loans originated by the Company and sold for which the Company possesses a senior lien on the collateral underlying the loan. | |
Wholly-Owned Junior Collateral Position | Wholly-owned loans and the retained portion of loans originated by the Company and sold for which the Company possesses a lien on the underlying collateral that is superseded by another lien on the same collateral. This class also contains any loans that are not secured. These loans present higher credit risk than loans for which the Company possesses a senior lien due to the increased risk of loss should the loan default. | |
Participations First Collateral Position | Participated loans purchased from another financial entity for which the Company possesses a senior lien on the collateral underlying the loan. Loan participations purchased may present higher credit risk than wholly-owned loans because disposition and direction of actions regarding the management and collection of the loans must be coordinated and negotiated with the other participants, whose best interests regarding the loan may not align with those of the Company. | |
Participations Junior Collateral Position | Participated loans purchased from another financial entity for which the Company possesses a lien on the underlying collateral that is superseded by another lien on the same collateral. Loan participations in the junior collateral position loans have higher credit risk than wholly-owned loans and participated loans purchased where the Company possesses a senior lien on the collateral. The increased risk is the result of the factors presented above relating to both junior lien positions and participations. |
Allowance for Loan Loss Evaluation
Management evaluates the allowance for loan losses on a regular basis. The Company establishes the allowance for loan losses based upon its periodic review of several factors management believes influences the collectability of the loans, including:
the Company’s loss history;
the characteristics and volume of the loan portfolio;
adverse conditions that may affect the borrower’s ability to repay;
the estimated value of any secured collateral; and
the current economic conditions.
This evaluation is subjective, as it requires estimates that are subject to significant revision as more information becomes available.
The allowance consists of general and specific components. The general component covers non-classified loans. Management bases the general reserve on the Company’s loss history adjusted for qualitative factors. These qualitative factors are significant factors management considers likely to cause estimated credit losses associated with the Company’s existing portfolio to differ from its historical loss experience. Management adjusts these factors on an on-going basis, some of which include:
changes in lending policies and procedures, including changes in underwriting standards and collection;
changes in national, regional, and local economic and industry conditions that affect the collectability of the portfolio, including the effects of the pandemic, recovery efforts and long term impact on our borrower’ ministries from the pandemic;
changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified loans;
changes in the value of the collateral for collateral-dependent loans; and
the effect of credit concentrations.
Loans that management has classified as impaired receive a specific reserve. For such loans, an allowance is established when the carrying value of that loan is higher than the amount management expects to collect. Management uses multiple approaches to determine the amount the Company expects to receive. These include the discounted cash flow method, using the loan’s underlying collateral value reduced by expected selling costs, or using the observable market price of the impaired loan.
Impairment Analysis
Impaired loans include non-accrual loans, loans 90 days or more past due and still accruing, and restructured loans. Non-accrual loans are loans on which management has discontinued interest accruals. Restructured loans are loans in which the Company has granted the borrower a concession due to financial distress. Concessions are usually a reduction of the interest rate or a change in the original repayment terms.
The Company monitors impaired loans on an ongoing basis as part of management’s loan review and work out process. All loans in the loan portfolio are subject to impairment analysis. The Company reviews its loan portfolio monthly by examining several data points. These include reviewing delinquency reports, any new information related to the financial condition of its borrowers, and any new appraisal or other collateral valuation. Through this process, the Company identifies potential impaired loans. Management generally deems a loan is impaired when current facts and circumstances indicate that it is probable that a borrower will be unable to make payments according to the loan agreement. If management has not already deemed a loan impaired, it will classify the loan as non-accrual when it becomes 90 days or more past due.
Management considers several factors when determining impairment status. These factors include the loan’s payment status, the value of any secured collateral, and the probability of collecting scheduled payments when due. Management generally does not classify loans that experience minor payment delays or shortfalls as impaired. Management determines the significance of payment delays or shortfalls on a case-by-case basis, taking into
consideration all of the circumstances surrounding the loan and the borrower. These circumstances include the length and reasons for the delay, the borrower's payment history, and the amount of the shortfall in relation to the principal and interest owed.
Management measures impairment on a loan-by-loan basis using one of three methods:
the present value of expected future cash flows discounted at the loan's effective interest rate;
the obtainable market price; or
the fair value of the collateral if the loan is collateral-dependent.
Troubled Debt Restructurings
A troubled debt restructuring is a loan for which the Company, for reasons related to a borrower’s financial difficulties, grants a concession to a borrower that the Company would not otherwise consider. A restructuring of a loan usually involves an interest rate modification, extension of the maturity date, payment reduction, or reduction of accrued interest owed on the loan on a contingent or absolute basis.
Management considers loans that it renews at below-market terms to be troubled debt restructurings if the below-market terms represent a concession due to the borrower’s troubled financial condition. The Company classifies troubled debt restructurings as impaired loans. For the loans that are not considered to be collateral-dependent, management measures troubled debt restructurings at the present value of estimated future cash flows using the loan's effective rate at origination of the loan. The Company reports the change in the present value of cash flows related to the passage of time as interest income. If the loan is considered to be collateral-dependent, impairment is measured based on the fair value of the collateral.
In accordance with industry standards, the Company classifies a loan as impaired if management has modified it as part of a troubled debt restructuring. However, if a troubled debt restructuring meets certain performance conditions management may upgrade the loan to a non-classified loan rating (pass or watch) and begin accruing interest on the loan. Management classifies these loans as performing troubled debt restructurings. These loans continue to be included in total impaired loans but not necessarily in non-accrual or collateral-dependent loans.
Section 403 of the CARES Act provides that a qualifying loan modification or extension is exempt by law from classification as a troubled debt restructuring pursuant to FASB ASC 340-10. On April 7, 2020, the Office of the Comptroller of the Currency and related financial agencies issued OCC Bulletin 2020-35, which provides further guidance regarding when a loan modification or extension is not subject to classification as a TDR pursuant to FASB ASC 340-10.
Under section 4013 of the CARES Act, financial institutions may elect not to categorize a loan modification as a troubled debt restructuring if it is
(1)related to COVID-19;
(2)executed on a loan that was not more than thirty (30) days past due as of December 31, 2019; and
(3)executed between March 31, 2020, and the earlier of (A) sixty (60) days after the termination of the National Emergency or (B) December 31, 2020.
* The National Emergency regarding the COVID-19 pandemic was first declared effective March 1, 2020 under Proclamation 9994 by the President under the authority vested in the President by the Constitution and the laws of the United States of America, including sections 201 and 301 of the National Emergencies Act. As of the date of filing, the President under the same authority has continued the National Emergency indefinitely beyond March 1, 2021.
For all other loan modifications, federal agencies that regulate financial institutions have confirmed with FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to relief being extended, would not be classified as a troubled debt restructuring. This treatment includes short-term modifications including payment deferrals, fee waivers, and extension of repayment terms.
Loan Charge-offs
Management charges off loans or portions thereof when it determines the loans or portions of the loans are uncollectible. The Company evaluates collectability periodically on all loans classified as “Loans of Lesser Quality.” Key factors management uses in assessing a loan’s collectability are the financial condition of the borrower, the value of any secured collateral, and the terms of any workout agreement between the Company and the borrower. In workout situations, the Company charges off the amount deemed uncollectible due to the terms of the workout, the inability of the borrower to make agreed upon payments, and the value of the collateral securing the loan.
Credit Quality Indicators
The Company has established a loan grading system to assist its management in analyzing and monitoring the loan portfolio. The Company classifies loans it considers lesser quality (“classified loans”) as watch, special mention, substandard, doubtful, or loss assets. The loan grading system is as follows:
Pass:
The borrower has sufficient cash to fund debt services. The borrower may be able to obtain similar financing from other lenders with comparable terms. The risk of default is considered low.
Watch:
These loans exhibit potential or developing weaknesses that deserve extra attention from credit management personnel. If the developing weakness is not corrected or mitigated, there may be deterioration in the ability of the borrower to repay the debt in the future. Management must report loans graded Watch to executive management and the Board of Managers. Potential for loss under adverse circumstances is elevated, but not foreseeable. Watch loans are considered pass loans.
Special mention:
These credit facilities exhibit potential or actual weaknesses that present a higher potential for loss under adverse circumstances, and deserve management’s close attention. If uncorrected, these weaknesses may result in deterioration of the repayment prospects for the loan at some future date.
Substandard:
Loans and other credit extensions bearing this grade are considered to be inadequately protected by the current net worth and debt service capacity of the borrower or of any pledged collateral. These obligations, even if apparently protected by collateral value, have well-defined weaknesses related to adverse financial, managerial, economic, ministry, or environmental conditions which have clearly jeopardized repayment of principal and interest as originally intended. Furthermore, there is the possibility that some future loss will be sustained if such weaknesses are not corrected.
Doubtful:
This classification consists of loans that display the properties of substandard loans with the added characteristic that the severity of the weaknesses makes collection or liquidation in full highly questionable or improbable based upon currently existing facts, conditions, and values. The probability of some loss is very high, but because of certain important and reasonably specific factors, the amount of loss cannot be exactly determined. Such pending factors could include merger or liquidation, additional capital injection, refinancing plans, or perfection of liens on additional collateral.
Loss:
Loans in this classification are considered uncollectible and cannot be justified as a viable asset. This classification does not mean the loan has absolutely no recovery value, but that it is neither practical nor desirable to defer writing off this loan even though partial recovery may be obtained in the future.
Revenue Recognition
The Company recognizes 2 primary types of revenue: interest income and non-interest income.
Interest Income
The Company’s principal source of revenue is interest income from loans, which is not within the scope of ASU 2014-09, Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, "ASC 606"). Refer to the discussion in “Loans Receivable” above to understand the Company’s recognition of interest income.
Non-interest Income
Non-interest income includes revenue from various types of transactions and services provided to customers. Contracts with customers can include multiple services, which are accounted for as separate “performance obligations” if they are determined to be distinct. Our performance obligations to our customers are generally satisfied when we transfer the promised good or service to our customer, either at a point in time or over time. Revenue from a performance obligation transferred at a point in time is recognized at the time that the customer obtains control over the promised good or service. Revenue from our performance obligations satisfied over time are recognized in a manner that depicts our performance in transferring control of the good or service, which is generally measured based on time elapsed, as our customers simultaneously receive and consume the benefit of our services as they are provided.
Payment for the majority of our services is considered to be variable consideration, as the amount of revenues we expect to receive is subject to factors outside of our control, including market conditions. Variable consideration is only included in revenue when amounts are not subject to significant reversal, which is generally when uncertainty around the amount of revenue to be received is resolved.
Wealth advisory fees
Generally, management recognizes wealth advisory fees over time as the Company renders services to its clients. The Company receives these fees either based on a percentage of the market value of the assets under management, or as a fixed fee based on the services the Company provides to the client. The Company’s delivery of these services represents its related performance obligations. The Company typically collects the wealth advisory fees at the beginning of each quarter from the client’s account. Management recognizes these fees ratably over the related billing period as the Company fulfills its performance obligation. In addition, management recognizes any commissions or referral fees paid related to this revenue ratably over the related billing period as the Company fulfills its performance obligation.
Investment brokerage fees
Investment brokerage fees arise from the selling, distribution, and trade execution services. The Company’s execution of these services fulfills its related performance obligations.
The Company also offers sales and distribution services, and earns commissions through the sale of annuity and mutual fund products. The Company acts as an agent in these
transactions and recognizes revenue at a point in time when the customer executes a contract with a product carrier. The Company may also receive trailing commissions and 12b-1 fees related to mutual fund and annuity products. Management recognizes this revenue in the period when it is earned, estimating the revenue if necessary based on the balance of the investment and the commission rate on the product.
The Company earns and recognizes trade execution commissions on the trade date, which is when the Company fulfills its performance obligation. Payment for the trade execution is due on the settlement date.
Lending Fees
Lending fees represent charges earned for services we provide as part of the lending process, such as late charges, servicing fees, and documentation fees. The Company recognizes late charges as earned when they are paid. The Company recognizes revenue on other lending fees in the period in which the Company has performed the service.
Gains on sales of loans receivable
From time to time, the Company sells participation interests in loans receivable that it services. Upon completion of the loan sale, the Company recognizes a gain based on certain factors including the maturity date of the loan, the percentage of the loan sold and retained, and the servicing rate charged to the participant on the sold portion.
Gains on debt extinguishment
Gains on debt extinguishment arise from agreements reached with the Company’s lenders to reduce the principal amount on outstanding debt. The amount of the gain is determined by the difference between the cash paid and the amount of principal and interest that is relieved as stipulated by the agreement.
Gains/losses on sales of foreclosed assets
The Company records a gain or loss from the sale of foreclosed assets when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of a foreclosed asset to the buyer, the Company assesses whether the buyer is committed to perform their obligation under the contract, whether collectability of the transaction price is probable, and the sufficiency of down payment, among other factors. Once these criteria are met, the foreclosed asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present.
Other non-interest income
Other non-interest income includes fees earned based on service contracts the Company has entered into with credit unions. The Company recognizes the revenue monthly based
on the terms of the contracts, which require monthly payments for services the Company performs.
Foreclosed Assets
Management records assets acquired through foreclosure or other proceedings at fair market value less estimated costs of disposal. Management determines the fair value at the date of foreclosure, which establishes a new cost for the asset. After foreclosure, the Company carries the asset at the lower of cost or fair value, less estimated costs of disposal. Management evaluates these real estate assets regularly to ensure that the asset’s fair value supports the recorded amount. If necessary, management also ensures that valuation allowances reduce the carrying amount to fair value less estimated costs of disposal. Revenue and expense from the operation of the foreclosed assets and changes in the valuation allowance are included in net expenses from foreclosed assets. When the Company sells the foreclosed property, it recognizes a gain or loss on the sale equal to the difference between the net sales proceeds received and the carrying amount of the property.
Transfers of Financial Assets
Management accounts for transfers of financial assets as sales when the Company has surrendered control over the asset. Management deems the Company has surrendered control over transferred assets when:
the assets have been isolated from the Company;
the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred asset; and
the Company does not maintain effective control over the transferred asset through an agreement to repurchase it before its maturity.
The Company, from time to time, sells participation interests in mortgage loans it has originated or acquired. In order to recognize the transfer of a portion of a financial asset as a sale, the transferred portion, and any portion that the transferor continues to hold must represent a participating interest. In addition, the transfer of the participating interest must meet the conditions for surrender of control. To qualify as a participating interest:
each portion of a financial asset must represent a proportionate ownership interest in an entire financial asset;
from the date of transfer, all cash flows received from the entire financial asset must be divided proportionately among the participating interest holders in an amount equal to their respective share of ownership;
the transfer must be made on a non-recourse basis (other than standard representations and warranties made under the loan participation sale agreement);
the transfer may not be subordinate to any other participating interest holder; and
no party has the right to pledge or exchange the entire financial asset.
If the transaction does not meet either the participating interest or surrender of control criteria, management accounts for it as a secured borrowing arrangement.
Under some circumstances, when the Company sells a participation in a wholly-owned loan receivable that it services, it retains loan-servicing rights, and records a servicing asset that is initially measured at fair value. As quoted market prices are generally not available for these assets, the Company estimates fair value based on the present value of future expected cash flows associated with the loan receivable. The Company amortizes servicing assets over the life of the associated receivable using the interest method. Any gain or loss recognized on the sale of a loan receivable depends in part on both the previous carrying amount of the financial asset involved in the sale, allocated between the asset sold and the interest that continues to be held by the Company based on its relative fair value at the date of transfer, and the proceeds received.
Property and Equipment
The Company states its furniture, fixtures, equipment, and leasehold improvements at cost, less accumulated depreciation and amortization. Management computes depreciation on a straight-line basis over the estimated useful lives of the assets. The useful lives of the Company’s assets range from three to seven years.
Debt Issuance Costs
The Company’s debt consists of borrowings from financial institutions and obligations to investors incurred through the sale of investor notes. Management presents debt net of debt issuance costs, and amortizes debt issuance costs into interest expense over the contractual terms of the debt using the straight-line method.
Employee Benefit Plan
The Company records contributions to the qualified employee retirement plan as compensation cost in the period incurred.
Income Taxes
The Company has elected to be treated as a partnership for income tax purposes. Therefore, the Company passes through its income and expenses to its members for tax reporting purposes.
Tesoro Hills, LLC, is a joint venture in which the Company has an investment. Tesoro Hills, according to its operating agreement, has elected to be treated as a partnership for income tax purposes.
The Company and MP Securities are subject to a California LLC fee.
The Company uses a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken in a tax return. The Company recognizes benefits from tax positions in the consolidated financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Management derecognizes previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold in the first subsequent financial reporting period in which that threshold is no longer met.
New accounting guidance
Adoption of New Accounting Standards
In March 2020, various regulatory agencies issued an interagency statement on loan modifications and reporting for financial institutions working with borrowers affected by the Coronavirus. The interagency statement was effective immediately and impacted accounting for loan modifications. Under Accounting Standards Codification 310-40, “Receivables – Troubled Debt Restructurings by Creditors,” (“ASC 310-40”), a restructuring of debt constitutes a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. The effects of the implementation of this guidance are disclosed in Note 4. Loans Receivable and Allowance for Loan Losses.
Accounting Standards Pending Adoption
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13
introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. ASU 2016-13 also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The guidance requires companies to apply the requirements in the year of adoption through cumulative adjustment with some aspects of the update requiring a prospective transition approach.
In October 2019, the FASB adopted a two-bucket approach to stagger the effective date for the credit losses standard for the fiscal years beginning after December 31, 2022 for certain entities, including certain Securities and Exchange Commission filers, public business entities, and private companies. As a smaller reporting company, the Company is eligible for the delay. The Company’s preliminary evaluation indicates the provisions of ASU No. 2016-13 are expected to affect the level of the allowance for loan losses on the Company’s consolidated financial statements. Management has gathered all necessary data and reviewed potential methods to calculate the expected credit losses. The Company will use a third-party software solution to assist with the adoption of the standard. Management is currently calculating sample expected loss computations and developing the allowance methodology and assumptions that the Company will use under the new standard.
Note 2: Pledged Cash and Restricted Cash
Under the terms of its debt agreement, the Company has the ability to pledge cash as collateral for its borrowings. At June 30, 2021 and December 31, 2020, the Company held 0 pledged cash.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position to the amounts reported in the statements of cash flows (dollars in thousands):
June 30, | December 31, | |||||||
2021 | 2020 | 2020 | ||||||
Cash and cash equivalents | $ | 14,419 | $ | 25,515 | $ | 21,922 | ||
Restricted cash | 51 | 51 | 51 | |||||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ | 14,470 | $ | 25,566 | $ | 21,973 |
Amounts included in restricted cash represent those required to be set aside with the CRD account with FINRA, as well as funds the Company has deposited with RBC Dain as clearing deposits. The Company may only use the CRD funds for certain fees charged by FINRA. These fees are to maintain the membership status of the Company or are related to the licensing of registered and associated persons of the Company.
Note 3: Related Party Transactions
Transactions with Equity Owners
Transactions with Evangelical Christian Credit Union (“ECCU”)
The tables below summarize transactions the Company conducts with ECCU, the Company’s largest equity owner.
Related party balances pertaining to the assets of the Company (dollars in thousands):
June 30, | December 31, | ||||
2021 | 2020 | ||||
Total funds held on deposit at ECCU | $ | 2,052 | $ | 7,414 | |
Loan participations purchased from and serviced by ECCU | 249 | 256 |
Related party transactions of the Company (dollars in thousands):
Three months ended | Six months ended | ||||||||||
June 30, | June 30, | ||||||||||
2021 | 2020 | 2021 | 2020 | ||||||||
Interest earned on funds held with ECCU | $ | — | $ | 5 | $ | 1 | $ | 6 | |||
Interest income earned on loans purchased from ECCU | 4 | 4 | 8 | 7 | |||||||
Loans sold to ECCU | — | — | — | 1,164 | |||||||
Fees paid to ECCU from MP Securities Networking Agreement | 1 | 1 | 1 | 2 | |||||||
Income from Successor Servicing Agreement with ECCU | 2 | 2 | 4 | 5 | |||||||
Rent expense on lease agreement with ECCU | 37 | 37 | 73 | 73 |
Loan participation interests purchased:
Management negotiated the pass-through interest rates on these loans on a loan-by-loan basis. Management believes these negotiated terms were equivalent to those that would prevail in an arm's length transaction. The Company did 0t purchase any loans from ECCU during the six months ended June 30, 2021 and 2020.
Loans sold:
From time to time, the Company may sell loans to ECCU. On January 23, 2020, the Company sold an impaired loan to ECCU in order to recoup its recorded investment in the loan.
Lease and Services Agreement:
The Company leases its corporate offices and purchases other facility-related services from ECCU pursuant to a written lease and services agreement. Management believes these terms are equivalent to those that prevail in arm's length transactions.
MP Securities Networking Agreement with ECCU:
MP Securities has entered into a Networking Agreement with ECCU pursuant to which MP Securities agreed to offer investment and insurance products and services to ECCU’s members that:
(1) ECCU or its Board of Directors has approved;
(2) comply with applicable investor suitability standards required by federal and state securities laws and regulations;
(3) are offered in accordance with National Credit Union Administration (“NCUA”) rules and regulations; and
(4) comply with its membership agreement with Financial Industry Regulation Authority (“FINRA”).
Successor Servicing Agreement with ECCU:
On October 5, 2016, the Company entered into a Successor Servicing Agreement with ECCU. This agreement obligates the Company to serve as the successor loan-servicing agent for certain mortgage loans designated by ECCU. The Company will service these loans in the event ECCU requests that the Company assume its obligation to act as the servicing agent for those loans. The original Agreement terminated in October 2019, and has converted to a month-to-month agreement.
Transactions with America’s Christian Credit Union (“ACCU”)
The Company has several related party agreements with ACCU, one of the Company’s equity owners. The following describes the nature and dollar amounts of the material related party transactions with ACCU.
Related party balances pertaining to the assets of the Company (dollars in thousands):
June 30, | December 31, | ||||
2021 | 2020 | ||||
Total funds held on deposit at ACCU | $ | 4,857 | $ | 7,846 |
Related party transactions of the Company (dollars in thousands):
Three months ended | Six months ended | ||||||||||
June 30, | June 30, | ||||||||||
2021 | 2020 | 2021 | 2020 | ||||||||
Interest earned on funds held with ACCU | $ | 5 | $ | 18 | 12 | 57 | |||||
Loans sold to ACCU | — | 441 | 1,000 | 441 | |||||||
Interest income earned on loans purchased from ACCU | — | 14 | — | 28 | |||||||
Income from broker services provided to ACCU by MPS | 11 | 9 | 22 | 18 | |||||||
Fees paid based on MP Securities Networking Agreement with ACCU | 24 | 17 | 42 | 28 |
Loan participation interests purchased:
The Company negotiates pass-through interest rates on loan participation interests purchased from ACCU on a loan-by-loan basis. Management believes these terms are equivalent to those that prevail in arm's length transactions.
Loan participation interests sold:
From time to time, the Company sells loan participation interests in loans it originates and services to ACCU. The Company negotiates pass-through interest rates on loan participation interests sold to ACCU on a loan-by-loan basis. Management believes these terms are equivalent to those that prevail in arm's length transactions.
In addition, effective August 9, 2021, the Company entered into a Master Loan Participation Purchase and Sale Agreement with ACCU. See Note 18. Subsequent Events for additional details regarding this agreement.
MP Securities Networking Agreement with ACCU:
MP Securities has entered into a Networking Agreement with ACCU pursuant to which MP Securities has agreed to offer investment and insurance products and services to ACCU’s members that:
(1) ACCU or its Board of Directors has approved;
(2) comply with applicable investor suitability standards required by federal and state securities laws and regulations;
(3) are offered in accordance with NCUA rules and regulations; and
(4) comply with its membership agreement with FINRA.
The agreement entitles MP Securities to pay ACCU a percentage of total revenue received by MP Securities from transactions conducted for or on behalf of ACCU members. Either ACCU or MP Securities may terminate the Networking Agreement without cause upon thirty days prior written notice.
Transactions with Kane County Teachers Credit Union (“KCT”)
Our Board Chairperson, R. Michael Lee, serves as the Chief Executive Officer and President of KCT.
Related party balances pertaining to the assets of the Company (dollars in thousands):
June 30, | December 31, | ||||
2021 | 2020 | ||||
Total funds held on deposit at KCT | $ | 1,019 | $ | 1,019 | |
Amount owed on KCT line of credit | 1,825 | — | |||
Loans pledged on KCT line of credit | 8,792 | 7,213 | |||
Outstanding loan participations sold to KCT and serviced by the Company | 2,873 | 1,844 |
Related party transactions of the Company (dollars in thousands):
Three months ended | Six months ended | ||||||||||
June 30, | June 30, | ||||||||||
2021 | 2020 | 2021 | 2020 | ||||||||
Interest earned on funds held with KCT | $ | 6 | $ | 6 | $ | 11 | $ | 10 | |||
Loans sold to KCT | 1,072 | — | 1,072 | — | |||||||
Dollar amount of draws on KCT line of credit | 1,825 | — | 3,825 | — | |||||||
Interest expense on KCT line of credit | 31 | — | 31 | — | |||||||
Fees paid based on MP Securities Networking Agreement with KCT | 2 | — | 6 | — |
Funds on deposit with KCT:
On January 13, 2020, the Company purchased $1.0 million of certificates of deposit from KCT. The certificates mature on October 13, 2021 and bear 2.25% interest rate.
Line of credit:
On September 30, 2020, the Company entered into a Loan and Security Agreement with KCT Credit Union, an Illinois state chartered financial institution. The KCT line of credit (“KCT LOC”) is a $7.0 million short-term demand facility with a maturity date of September 30, 2021. See Note 10, Credit Facilities for additional terms and conditions as of June 30, 2021. As of June 30, 2021, there was $1.8 million in borrowings outstanding on the KCT line of credit. There was 0 outstanding balance as of December 31, 2020.
MP Securities Networking Agreement
MP Securities, the Company’s wholly-owned subsidiary, has entered into a Networking Agreement with KCT pursuant to which MP Securities agreed to offer investment and insurance products and services to KCT’s members that:
(1)KCT or its Board of Directors has approved;
(2)comply with applicable investor suitability standards required by federal and state securities laws and regulations;
(3)are offered in accordance with NCUA rules and regulations; and
(4)comply with its membership agreement with FINRA.
The agreement entitles MP Securities to pay KCT a percentage of total revenue received by MP Securities from transactions conducted for or on behalf of KCT members. Either KCT or MP Securities may terminate the Networking Agreement without cause upon thirty days prior written notice. MP Securities paid $4 thousand in fees during the three months ended June 30, 2021 based on its Networking Agreement with KCT. It did 0t pay any fees during the three months ended June 30, 2020.
Loan Participation Interests Sold
Occasionally the Company sells loan participation interests to KCT in the normal course of business. The Company retains the right to service these participation loans sold to KCT, and charges KCT a customary fee for servicing the loan. As of June 30, 2021, the Company services $2.8 million in loan participations that it has sold to KCT.
Transactions with Other Equity Owners
From time to time the Company will engage in transactions with other owners or related parties.
Related party balances pertaining to the assets of the Company (dollars in thousands):
June 30, | December 31, | ||||
2021 | 2020 | ||||
Outstanding loan participations sold to UFCU and serviced by the Company | $ | 4,299 | $ | 4,323 | |
Outstanding loan participations sold to NFCU and serviced by the Company | 4,609 | 1,863 | |||
Outstanding notes payable to officers and mangers | 163 | 316 |
Loan Participation Interests
The Company has a Loan Participation Agreement with UNIFY Financial Credit Union (“UFCU”), an owner of both the Company’s Class A Common Units and Series A Preferred Units. Under this agreement, the Company sold UFCU a $5.0 million loan participation interest in 1 of its mortgage loan interests on August 14, 2013. As part of this agreement, the Company retained the right to service the loan, and it charges UFCU a fee for servicing the loan. Management believes the terms of the agreement are equivalent to those that prevail in arm's length transactions.
The Company has also entered into a Loan Participation Agreement with Navy Federal Credit Union (“NFCU”), an owner of both the Company’s Class A Common Units and Series A Preferred Units. Under this agreement, the Company sold NFCU a $5.0 million loan participation interest in 1 of its construction loans on March 20, 2020. As part of this agreement, the Company retained the right to service the loan, and it charges NFCU a fee for servicing the loan. Management believes the terms of the agreement are equivalent to those that prevail in arm's length transactions.
From time to time, the Company may purchase a loan participation interest from a related party. The Company and its related party will negotiate in good faith the terms and conditions of such a purchase and in accordance with the Company’s related party procedures and governance practices. Each party must approve such a purchase after full disclosure of the related party transaction and must include terms and conditions that would normally be included in arm’s length transactions conducted by independent parties.
Investor Notes Sold
From time to time, the Company’s Board and members of its executive management team have purchased investor notes from the Company or have purchased investment products through MP Securities. Investor notes payable owned by related parties totaled $163 thousand and $316 thousand at June 30, 2021 and December 31, 2020, respectively.
Transactions with Subsidiaries
The Company has entered into several agreements with its subsidiary, MP Securities. The Company eliminates the income and expense related to these agreements in the consolidated financial statements. MP Securities serves as the managing broker for the Company’s public and private placement note offerings. MP Securities receives compensation related to these broker dealer services ranging from 0.25% to 5.50% over the life of a note. The amount of the compensation depends on the length of the note and the terms of the offering under which MP Securities sold the note.
The Company also has entered into an Administrative Services Agreement with MP Securities. The Administrative Services Agreement provides services such as the use of office space, use of equipment, including computers and phones, and payroll and personnel services. The agreement stipulates that MP Securities will provide ministerial, compliance, marketing, operational, and investor relations-related services in relation to the Company’s investor note program. As stated above, the Company eliminates all intercompany transactions related to this agreement in its consolidated financial statements.
The Company’s subsidiary, MPF, serves as the collateral agent for the Company’s Secured Notes. The Company’s Prospectus for its Class 1A Notes and the private placement memorandum for the Company’s Secured Notes Offering describe the terms of these agreements. See, “Note 11. Investor Notes Payable” to Part I, Item I “Financial Information” of this Report.
Related Party Transaction Policy
The Board has adopted a Related Party Transaction Policy to assist in evaluating transactions the Company may enter into with a related party. Under this policy, a majority of the members of the Company’s Board and majority of its independent Board members must approve a material transaction that it enters into with a related party. As a result, all transactions that the Company undertakes with an affiliate or a related party are entered into on terms believed by management to be no less favorable than are available from unaffiliated third parties. In addition, a majority of the Company’s independent Board members must approve these transactions.
Note 4: Loans Receivable and Allowance for Loan Losses
The Company’s loan portfolio is comprised of 1 segment – church loans. See “Note 1 – Loan Portfolio Segments and Classes” to Part I “Financial Information” of this Report. The loans fall into 4 classes:
wholly-owned loans for which the Company possesses the first collateral position;
wholly-owned loans that are either unsecured or for which the Company possesses a junior collateral position;
participated loans purchased for which the Company possesses the first collateral position; and
participated loans purchased for which the Company possesses a junior collateral position.
The Company makes all of its loans to various evangelical churches and related organizations, primarily to purchase, construct, or improve facilities. Loan maturities extend through 2036. The loan portfolio had a weighted average rate of 6.37% and 6.55% as of June 30, 2021 and December 31, 2020, respectively.
The table below is a summary of the Company’s mortgage loans owned (dollars in thousands):
June 30, | December 31, | |||||
2021 | 2020 | |||||
Loans to evangelical churches and related organizations: | ||||||
Real estate secured | $ | 109,564 | $ | 118,203 | ||
Unsecured | 133 | 144 | ||||
Total loans | 109,697 | 118,347 | ||||
Deferred loan fees, net | (399) | (481) | ||||
Loan discount | (226) | (229) | ||||
Allowance for loan losses | (1,620) | (1,516) | ||||
Loans, net | $ | 107,452 | $ | 116,121 |
Allowance for Loan Losses
Management believes it has properly calculated the allowance for loan losses as of June 30, 2021 and December 31, 2020. The following table shows the changes in the allowance for loan losses for the six months ended June 30, 2021 and the year ended December 31, 2020 (dollars in thousands):
Six months | Year | |||||
June 30, | December 31, | |||||
Balance, beginning of period | $ | 1,516 | $ | 1,393 | ||
Provision for loan loss | 104 | 188 | ||||
Charge-offs | — | (65) | ||||
Balance, end of period | $ | 1,620 | $ | 1,516 |
The table below presents loans by portfolio segment (church loans) and the related allowance for loan losses. In addition, the table segregates loans and the allowance for loan losses by impairment methodology (dollars in thousands).
Loans and Allowance | ||||||
As of | ||||||
June 30, | December 31, | |||||
Loans: | ||||||
Individually evaluated for impairment | $ | 7,865 | $ | 6,181 | ||
Collectively evaluated for impairment | 101,832 | 112,166 | ||||
Balance | $ | 109,697 | $ | 118,347 | ||
Allowance for loan losses: | ||||||
Individually evaluated for impairment | $ | 476 | $ | 290 | ||
Collectively evaluated for impairment | 1,144 | 1,226 | ||||
Balance | $ | 1,620 | $ | 1,516 |
The Company has established a loan grading system to assist management in their analysis and supervision of the loan portfolio. The following tables summarize the credit quality indicators by loan class (dollars in thousands):
Credit Quality Indicators (by class) | |||||||||||||||
As of June 30, 2021 | |||||||||||||||
Wholly-Owned First | Wholly-Owned Junior | Participation First | Participation Junior | Total | |||||||||||
Grade: | |||||||||||||||
Pass | $ | 78,219 | $ | 1,720 | $ | 198 | $ | — | $ | 80,137 | |||||
Watch | 21,416 | 30 | 249 | — | 21,695 | ||||||||||
Special mention | — | — | — | — | — | ||||||||||
Substandard | 5,677 | 1,685 | — | — | 7,362 | ||||||||||
Doubtful | 503 | — | — | — | 503 | ||||||||||
Loss | — | — | — | — | — | ||||||||||
Total | $ | 105,815 | $ | 3,435 | $ | 447 | $ | — | $ | 109,697 |
Credit Quality Indicators (by class) | |||||||||||||||
As of December 31, 2020 | |||||||||||||||
Wholly-Owned First | Wholly-Owned Junior | Participation First | Participation Junior | Total | |||||||||||
Grade: | |||||||||||||||
Pass | $ | 83,494 | $ | 1,789 | $ | 201 | $ | — | $ | 85,484 | |||||
Watch | 24,710 | 1,716 | 256 | — | 26,682 | ||||||||||
Special mention | — | — | — | — | — | ||||||||||
Substandard | 5,677 | — | — | — | 5,677 | ||||||||||
Doubtful | 504 | — | — | — | 504 | ||||||||||
Loss | — | — | — | — | — | ||||||||||
Total | $ | 114,385 | $ | 3,505 | $ | 457 | $ | — | $ | 118,347 |
The following table sets forth certain information with respect to the Company’s loan portfolio delinquencies by loan class and amount (dollars in thousands):
Age Analysis of Past Due Loans (by class) | |||||||||||||||||||||
As of June 30, 2021 | |||||||||||||||||||||
30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days | Total Past Due | Current | Total Loans | Recorded Investment 90 Days or More and Still Accruing | |||||||||||||||
Church loans: | |||||||||||||||||||||
Wholly-Owned First | $ | 1,282 | $ | 6,486 | $ | 290 | $ | 8,058 | $ | 97,757 | $ | 105,815 | $ | — | |||||||
Wholly-Owned Junior | 1,685 | — | — | 1,685 | 1,750 | 3,435 | — | ||||||||||||||
Participation First | — | — | — | — | 447 | 447 | — | ||||||||||||||
Participation Junior | — | — | — | — | — | — | — | ||||||||||||||
Total | $ | 2,967 | $ | 6,486 | $ | 290 | $ | 9,743 | $ | 99,954 | $ | 109,697 | $ | — |
Age Analysis of Past Due Loans (by class) | |||||||||||||||||||||
As of December 31, 2020 | |||||||||||||||||||||
30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days | Total Past Due | Current | Total Loans | Recorded Investment 90 Days or More and Still Accruing | |||||||||||||||
Church loans: | |||||||||||||||||||||
Wholly-Owned First | $ | 2,704 | $ | — | $ | 4,185 | $ | 6,889 | $ | 107,496 | $ | 114,385 | $ | — | |||||||
Wholly-Owned Junior | — | — | — | — | 3,505 | 3,505 | — | ||||||||||||||
Participation First | — | — | — | — | 457 | 457 | — | ||||||||||||||
Participation Junior | — | — | — | — | — | — | — | ||||||||||||||
Total | $ | 2,704 | $ | — | $ | 4,185 | $ | 6,889 | $ | 111,458 | $ | 118,347 | $ | — |
Impaired Loans
The following tables are summaries of impaired loans by loan class. The unpaid principal balance reflects the contractual principal outstanding on the loan. Included in the balance of impaired loans are troubled debt restructurings that have been performing and that the Company has upgraded to pass or watch since the date of the modification. The recorded investment reflects the unpaid principal balance less any interest payments that management has recorded against principal and less discounts taken (dollars in thousands):
Impaired Loans (by class) | As of | As of | ||||
June 30, | December 31, | |||||
2021 | 2020 | |||||
Wholly-Owned First | ||||||
Recorded Investment with allowance | $ | 476 | $ | 290 | ||
Recorded with no Allowance | 9,403 | 9,632 | ||||
Total Recorded Investment | $ | 9,879 | $ | 9,922 | ||
Unpaid Principal Balance | $ | 10,092 | $ | 10,146 | ||
Wholly-Owned Junior | ||||||
Recorded Investment with allowance | $ | — | $ | — | ||
Recorded with no Allowance | 1,685 | — | ||||
Total Recorded Investment | $ | 1,685 | $ | — | ||
Unpaid Principal Balance | $ | 1,685 | $ | — | ||
Participation First | ||||||
Recorded Investment with allowance | $ | — | $ | — | ||
Recorded with no Allowance | — | — | ||||
Total Recorded Investment | $ | — | $ | — | ||
Unpaid Principal Balance | $ | — | $ | — | ||
Participation Junior | ||||||
Recorded Investment with allowance | $ | — | $ | — | ||
Recorded with no Allowance | — | — | ||||
Total Recorded Investment | $ | — | $ | — | ||
Unpaid Principal Balance | $ | — | $ | — | ||
Total Impaired Loans | ||||||
Recorded Investment with allowance | $ | 476 | $ | 290 | ||
Recorded with no Allowance | 11,088 | 9,632 | ||||
Total Recorded Investment | $ | 11,564 | $ | 9,922 | ||
Unpaid Principal Balance | $ | 11,777 | $ | 10,146 |
Impaired Loans (by class) | For the three months ended | For the six months ended | ||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||
2021 | 2020 | 2021 | 2020 | |||||||||
Wholly-Owned First | ||||||||||||
Average Recorded Investment | $ | 9,886 | $ | 9,974 | $ | 9,901 | $ | 11,274 | ||||
Interest Income Recognized | 117 | 91 | 208 | 174 | ||||||||
Wholly-Owned Junior | ||||||||||||
Average Recorded Investment | 1,685 | — | 843 | — | ||||||||
Interest Income Recognized | — | — | — | — | ||||||||
Participation First | ||||||||||||
Average Recorded Investment | — | — | — | 296 | ||||||||
Interest Income Recognized | — | — | — | 11 | ||||||||
Participation Junior | ||||||||||||
Average Recorded Investment | — | — | — | — | ||||||||
Interest Income Recognized | — | — | — | — | ||||||||
Total Impaired Loans | ||||||||||||
Average Recorded Investment | $ | 11,571 | $ | 9,974 | $ | 10,743 | $ | 11,570 | ||||
Interest Income Recognized | 117 | 91 | 208 | 185 |
A summary of nonaccrual loans by loan class is as follows (dollars in thousands):
Loans on Nonaccrual Status (by class) | ||||||
as of | ||||||
June 30, 2021 | December 31, 2020 | |||||
Church loans: | ||||||
Wholly-Owned First | $ | 6,180 | $ | 6,181 | ||
Wholly-Owned Junior | 1,685 | — | ||||
Participation First | — | — | ||||
Participation Junior | — | — | ||||
Total | $ | 7,865 | $ | 6,181 |
Beginning in April 2020, the Company has taken measures to assist borrowers adversely affected by COVID-19 by deferring principal and/or interest payments. The concessions granted meet the qualifications under Section 4013 of the CARES Act, and, as a result, the Company has elected not to account for these modifications as troubled debt restructurings. The Company granted concessions to 35 borrowers, representing an outstanding loan principal balance of $47.8 million. As of December 31, 2020, 3 loans with a total outstanding principal balance of $13.2 million were still in the deferral period. As of June 30, 2021, no loans were still under CARES ACT deferrals.
There was 1 loan modification made during the three and six month periods ended June 30, 2021 and 2020 that qualified as a troubled debt restructuring. Prior to the loan being restructured, the loan had been granted a deferral under the CARES ACT. There was 1 loan modification made during the three and six months ended June 30, 2020 that qualified as a troubled debt restructuring.
A summary of loans the Company restructured during the three and six month periods ended June 30, 2021 and 2020 is as follows (dollars in thousands):
Troubled Debt Restructurings (by class) | ||||||||||||
For the three months ended | For the six months ended | |||||||||||
June 30, 2021 | June 30, 2020 | June 30, 2021 | June 30, 2020 | |||||||||
Church loans: | ||||||||||||
Wholly-Owned First | ||||||||||||
Number of Loans | 1 | — | 1 | 1 | ||||||||
Pre-Modification Outstanding Recorded Investment | $ | 1,685 | $ | — | $ | 1,685 | $ | 1,936 | ||||
Post-Modification Outstanding Recorded Investment | 1,685 | — | 1,685 | 1,955 | ||||||||
Recorded Investment At Period End | 1,685 | — | 1,685 | 1,947 | ||||||||
Wholly-Owned Junior | ||||||||||||
Number of Loans | — | — | — | — | ||||||||
Pre-Modification Outstanding Recorded Investment | $ | — | $ | — | $ | — | $ | — | ||||
Post-Modification Outstanding Recorded Investment | — | — | — | — | ||||||||
Recorded Investment At Period End | — | — | — | — | ||||||||
Participation First | ||||||||||||
Number of Loans | — | — | — | — | ||||||||
Pre-Modification Outstanding Recorded Investment | $ | — | $ | — | $ | — | $ | — | ||||
Post-Modification Outstanding Recorded Investment | — | — | — | — | ||||||||
Recorded Investment At Period End | — | — | — | — | ||||||||
Participation Junior | ||||||||||||
Number of Loans | — | — | — | — | ||||||||
Pre-Modification Outstanding Recorded Investment | $ | — | $ | — | $ | — | $ | — | ||||
Post-Modification Outstanding Recorded Investment | — | — | — | — | ||||||||
Recorded Investment At Period End | — | — | — | — | ||||||||
Total | ||||||||||||
Number of Loans | 1 | — | 1 | 1 | ||||||||
Pre-Modification Outstanding Recorded Investment | $ | 1,685 | $ | — | $ | 1,685 | $ | 1,936 | ||||
Post-Modification Outstanding Recorded Investment | 1,685 | — | 1,685 | 1,955 | ||||||||
Recorded Investment At Period End | 1,685 | — | 1,685 | 1,947 |
The Company has 1 restructured loan that is past maturity as of June 30, 2021. The Company has entered into a forbearance agreement with the borrower and is evaluating what actions it should undertake to protect its investment on this loan.
The Company closely monitors delinquency in loans modified in a troubled debt restructuring as an early indicator for future default. Management regularly evaluates loans modified in a troubled debt restructuring for potential further impairment and will make adjustments to the risk ratings and specific reserves associated with troubled debt restructurings as deemed necessary.
As of June 30, 2021, the Company has 0 commitments to advance additional funds in connection with loans modified as troubled debt restructurings.
Note 5: Investments in Joint Venture
In December 2015, the Company finalized an agreement with Intertex Property Management, Inc., a California corporation, to enter into a joint venture to form Tesoro Hills, LLC (the “Valencia Hills Project”). The Valencia Hills Project is a joint venture that will develop and market property formerly classified by the Company as a foreclosed asset. In January 2016, the Company transferred ownership in the foreclosed asset to the Valencia Hills Project. In addition, the Company reclassified the carrying value of the property from foreclosed assets to an investment in a joint venture. The Company’s initial investment in the joint venture was $900 thousand. This amount was the carrying value in the foreclosed asset at December 31, 2015. The Company is obligated to fund 50% of the future expenses in the joint venture, while Intertex Property Management is responsible for the remaining 50%.
As of June 30, 2021 and December 31, 2020, the value of the Company’s investment in the joint venture was $890 thousand and $884 thousand, respectively. The increase in value was due to the Company funding future expenses of the joint venture. Management’s impairment analysis of the investment as of June 30, 2021 has determined that the investment is not impaired.
Note 6: Revenue Recognition
The Company recognizes 2 primary types of revenue: interest income and non-interest income. The following tables reflect the Company’s non-interest income disaggregated by financial statement line item. Items outside of the scope of ASC 606 are noted as such (dollars in thousands):
Three months ended | Six months ended | |||||||||||
June 30, | June 30, | |||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||
Non-interest income, in scope of ASC 606 | ||||||||||||
Broker-dealer fees and commissions | $ | 206 | $ | 112 | $ | 502 | $ | 287 | ||||
Gains on loan sales | 16 | 5 | 19 | 39 | ||||||||
Lease income | — | 18 | — | 31 | ||||||||
Other non-interest income | 2 | 2 | 5 | 4 | ||||||||
Non-interest income, out of scope, ASC 606 | ||||||||||||
Lending fees | 55 | 39 | 106 | 71 | ||||||||
Gain on debt extinguishment | — | — | 2,398 | — | ||||||||
Total non-interest income | $ | 279 | $ | 176 | $ | 3,030 | $ | 432 |
The following table separates revenue from contracts with customers into categories that are based on the nature, amount, timing, and uncertainty of revenue and cash flows associated with each product and distribution channel. Non-interest revenue earned by the Company’s broker-dealer subsidiary, MP Securities, comprises security commissions, sale of investment company shares, insurance product revenue, and advisory fee income. Security commission revenue represents the sale of over-the-counter stock, unit investment
trusts, and variable annuities. The revenue earned from the sale of these products is recognized upon satisfaction of performance obligations, which occurs on the trade date and is considered transactional revenue. The Company also earns revenue from the management of invested assets, which is recognized monthly, as earned, based on the average asset value, and is referred to as Assets Under Management revenue (“AUM”).
(dollars in thousands)
Three months ended | Six months ended | |||||||||||
June 30, 2021 | June 30, 2020 | June 30, 2021 | June 30, 2020 | |||||||||
Broker-dealer revenue | ||||||||||||
Security commissions | ||||||||||||
Transactional | $ | 22 | $ | 4 | $ | 79 | $ | 8 | ||||
AUM | 6 | 8 | 19 | 13 | ||||||||
28 | 12 | 98 | 21 | |||||||||
Sale of investment company shares | ||||||||||||
Transactional | 4 | 11 | 19 | 22 | ||||||||
AUM | 25 | 17 | 47 | 37 | ||||||||
29 | 28 | 66 | 59 | |||||||||
Other insurance product revenue | ||||||||||||
Transactional | 54 | — | 155 | 4 | ||||||||
AUM | 14 | 10 | 25 | 21 | ||||||||
68 | 10 | 180 | 25 | |||||||||
Advisory fee income | ||||||||||||
Transactional | — | — | — | 3 | ||||||||
AUM | 81 | 62 | 158 | 179 | ||||||||
81 | 62 | 158 | 182 | |||||||||
Total broker-dealer revenue | ||||||||||||
Transactional | 80 | 15 | 253 | 37 | ||||||||
AUM | 126 | 97 | 249 | 250 | ||||||||
$ | 206 | $ | 112 | $ | 502 | $ | 287 |
Note 7: Loan Sales
A summary of loan participation sales and servicing assets are as follows (dollars in thousands):
For the | |||||||||
Six months ended | Year ended | ||||||||
June 30, | December 31, | ||||||||
2021 | 2020 | 2020 | |||||||
Loan participation interests sold by the Company | $ | 9,595 | $ | 9,137 | $ | 17,106 | |||
Total participation interests sold and serviced by the Company | 46,052 | 33,121 | 37,962 | ||||||
Servicing income | 94 | 63 | 143 | ||||||
Servicing Assets | |||||||||
Balance, beginning of period | $ | 147 | $ | 100 | $ | 100 | |||
Additions: | |||||||||
Servicing obligations from sale of loan participations | 28 | 58 | 99 | ||||||
Subtractions: | |||||||||
Amortization | (24) | (27) | (52) | ||||||
Balance, end of period | $ | 151 | $ | 131 | $ | 147 |
During the year ended December 31, 2020, the Company sold to ACCU 2 participations in loans it had previously purchased from ACCU. These participations totaled $1.6 million. During the year ended December 31, 2020, the Company sold back to ECCU 1 participation in a loan it had previously purchased from ECCU. This participation totaled $1.2 million.
Note 8: Foreclosed Assets
The Company’s investment in foreclosed assets consisted of one property that was valued at $301 thousand at June 30, 2021 and December 31, 2020. There was 0 allowance for losses on foreclosed assets at June 30, 2021. The Company did 0t record any provision for losses on foreclosed assets during the six months ended June 30, 2021 and 2020.
Expenses and income applicable to foreclosed assets include the following (dollars in thousands):
Foreclosed Asset Expenses (Income) | For the three months ended | For the six months ended | ||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||
Net loss (gain) on sale of real estate | $ | — | $ | — | $ | — | $ | — | ||||
Provision for losses | — | — | — | — | ||||||||
Operating expenses, net of income | — | — | 21 | 9 | ||||||||
$ | — | $ | — | $ | 21 | $ | 9 |
Note 9: Premises and Equipment
The table below summarizes our premises and equipment (dollars in thousands):
As of | ||||||
June 30, | December 31, | |||||
2021 | 2020 | |||||
Furniture and office equipment | $ | 521 | $ | 521 | ||
Computer system | 214 | 214 | ||||
Leasehold improvements | 43 | 43 | ||||
Total premises and equipment | 778 | 778 | ||||
Less accumulated depreciation and amortization | (584) | (559) | ||||
Premises and equipment, net | $ | 194 | $ | 219 |
2021 | 2020 | |||||
Depreciation and amortization expense for the six months ended June 30, | $ | 25 | $ | 26 |
Note 10: Credit Facilities
Details of the Company’s debt facilities as of June 30, 2021 are as follows (dollars in thousands):
Nature of Borrowing | Interest Rate | Interest Rate Type | Amount Outstanding | Monthly Payment | Maturity Date | Amount of Loan Collateral Pledged | Amount of Cash Pledged | |||||||||||
Term Loan | 2.525% | Fixed | $ | 35,031 | $ | 450 | 11/1/2026 | $ | 47,151 | $ | — | |||||||
Line of Credit | 3.750% | Variable | 1,825 | — | 9/30/2021 | 8,792 | — |
The Company has 1 secured term-debt credit facility. The facility is non-revolving and does not have an option to renew or extend additional credit. Additionally, the facility does
not contain a prepayment penalty. Under the terms of the credit facility, the Company must maintain a minimum collateralization ratio of at least 120%. If at any time the Company fails to maintain its required minimum collateralization ratio, it will be required to deliver cash or qualifying mortgage loans in an amount sufficient to meet its obligation to maintain a minimum collateralization ratio. The collateral securing the facility at June 30, 2021 and December 31, 2020 satisfied the 120% minimum. As of June 30, 2021, the Company has only pledged qualifying mortgage loans as collateral on the credit facility. In addition, the credit facility includes a number of borrower covenants. The Company is in compliance with these covenants as of June 30, 2021 and December 31, 2020. On March 5, 2021, the Company made a $14.3 million principal prepayment on this facility and realized a $2.3 million gain on the extinguishment of debt as a result of this payment. The Company was in compliance with the borrower covenants at the time of the payment.
Previously, the Company had another term-debt credit facility that carried the same terms as the facility it currently has. On September 25, 2020, the Company reached an agreement with the note holder to pay off the entire outstanding contractual principal balance of $15.0 million. The Company realized a $2.4 million gain on the extinguishment of debt because of this agreement. The Company was in compliance with its covenants and its minimum collateralization ratio on the facility at the time of the payoff.
Future principal contractual payments of the Company’s term-debt during the twelve-month periods ending June 30, are as follows (dollars in thousands):
2022 | $ | 6,393 | |
2023 | 4,690 | ||
2024 | 4,808 | ||
2025 | 4,933 | ||
2026 | 5,058 | ||
Thereafter | 10,974 | ||
$ | 36,856 |
On April 27, 2020, MP Securities applied for and received a Paycheck Protection Program loan (“PPP Loan”) granted under the CARES Act in the amount of $111 thousand. According to the terms of the program, as administered by the Small Business Association (“SBA”), payments on the loan were deferred, deferred interest was capitalized into the principal balance of the loan, and qualifying amounts of the principal balance of the loan and deferred interest were eligible to be forgiven if MP Securities retained employees and maintained salary levels for its existing employees. On March 5, 2021, the SBA forgave all principal and accrued interest due on this loan.
On September 30, 2020, Ministry Partners Investment Company, LLC, entered into a Loan and Security Agreement with KCT Credit Union, an Illinois state chartered financial institution (“KCT LOC”). The KCT LOC is a revolving $7.0 million short-term demand credit facility with a one-year maturity date of September 30, 2021. The facility carried an outstanding balance of $1.8 million at June 30, 2021. The interest rate on the facility is
equal to the United States Prime Rate plus 0.50%. The interest rate was 3.75% on June 30, 2021. The KCT LOC will automatically renew for one additional one-year term unless either party furnishes written notice at least thirty (30) days prior to the termination date that it does not intend to renew the agreement. The Company may draw funds on the KCT LOC at any time until the line is fully drawn. However, the Company may only use the KCT LOC to warehouse loans until they are sold. Repayment of each advance is due one hundred and twenty (120) days after the advance is made or earlier in the event that a collateral loan becomes more than sixty (60) days delinquent and the Company fails to cure such deficiency. To secure its obligations under the KCT LOC, the Company has agreed to grant a priority first lien and security interest in certain of its mortgage loan investments and maintain a minimum collateralization ratio measured by taking outstanding balance of mortgage notes pledged under the facility as compared to the total amount of principal owed on the KCT LOC. The minimum ratio must equal at least 120%. The KCT LOC contains typical affirmative covenants for a credit facility of this nature. The Company was in compliance with these covenants at June 30, 2021. A total of $8.8 million and $7.2 million in loans were pledged on this facility as of June 30, 2021 and December 31, 2020, respectively.
Note 11: Investor Notes Payable
The table below provides information on the Company’s investor notes payable (dollars in thousands):
As of | As of | |||||||||||||
June 30, 2021 | December 31, 2020 | |||||||||||||
SEC Registered Public Offerings | Offering Type | Amount | Weighted | Amount | Weighted | |||||||||
Class 1 Offering | Unsecured | $ | 5,390 | 3.92 | % | $ | 9,010 | 3.94 | % | |||||
Class 1A Offering | Unsecured | 35,881 | 3.55 | % | 48,982 | 3.16 | % | |||||||
2021 Class A Offering | Unsecured | 11,599 | 2.81 | % | — | — | % | |||||||
Public Offering Total | $ | 52,870 | 3.42 | % | $ | 57,992 | 3.28 | % | ||||||
Private Offerings | Offering Type | |||||||||||||
Subordinated Notes | Unsecured | $ | 13,187 | 4.23 | % | $ | 11,655 | 4.49 | % | |||||
Secured Notes | Secured | 5,927 | 4.00 | % | 6,580 | 3.99 | % | |||||||
Private Offering Total | $ | 19,114 | 4.16 | % | $ | 18,235 | 4.31 | % | ||||||
Total Investor Notes Payable | $ | 71,984 | 3.62 | % | $ | 76,227 | 3.53 | % | ||||||
Investor Notes Payable Totals by Security | Offering Type | |||||||||||||
Unsecured Total | Unsecured | $ | 66,057 | 3.58 | % | $ | 69,647 | 3.48 | % | |||||
Secured Total | Secured | 5,927 | 4.00 | % | 6,580 | 3.99 | % |
Future maturities for the Company’s investor notes during the twelve-month periods ending June 30, are as follows (dollars in thousands):
2022 | $ | 30,477 | |
2023 | 6,036 | ||
2024 | 11,029 | ||
2025 | 6,665 | ||
2026 | 17,777 | ||
$ | 71,984 |
Debt issuance costs related to the Company’s investor notes payable were $75 thousand and $33 thousand at June 30, 2021 and December 31, 2020, respectively.
The notes are payable to investors who have purchased the securities. Notes pay interest at stated spreads over an index rate. At their option, the investor may reinvest the interest or have the interest paid to them. The Company may repurchase all or a portion of notes at any time at its sole discretion. In addition, the Company may allow investors to redeem their notes prior to maturity at its sole discretion.
SEC Registered Public Offerings
Class 1 Offering.
In January 2015, the Company registered its Class 1 Notes with the SEC. The Company discontinued the sale of its Class 1 Note Offering when it expired on December 31, 2017. The offering included 2 categories of notes, including a fixed interest note and a variable interest note. The Class 1 Notes contain restrictive covenants pertaining to paying dividends, making redemptions, acquiring, purchasing, or making certain payments, requiring the maintenance of minimum tangible net worth, limitations on the issuance of additional notes, and incurring of indebtedness. The Company is in compliance with these covenants as of June 30, 2021 and December 31, 2020. The Company issued the Class 1 Notes under a Trust Indenture between the Company and U.S. Bank.
Class 1A Offering.
In February 2018, the Company launched its Class 1A Notes Offering. Pursuant to a Registration Statement declared effective on February 27, 2018, the Company registered $90 million of its Class 1A Notes in 2 series – fixed and variable notes. The Class 1A Notes are unsecured. The interest rate paid on the Fixed Series Notes is determined in reference to a Constant Maturity Treasury Index published by the U.S. Department of Treasury (“CMT Index”) in effect on the date that the note is issued plus a rate spread as described in the Company’s Class 1A Prospectus. The variable index in effect on the date the interest rate is set determines the interest rate paid on a Variable Series Note. The CMT Index refers to the Constant Maturity Treasury rates published by the U.S. Department of
Treasury for actively traded Treasury securities. The variable index is equal to the 3-month LIBOR rate. The Company issued the Class 1A Notes under a Trust Indenture entered into between the Company and U.S. Bank.
2021 Class A Offering.
In January 2021, the Company launched its 2021 Class A Notes Offering. Pursuant to a Registration Statement declared effective on January 8, 2021, the Company registered $125 million of its 2021 Class A Notes in 2 series – fixed and variable notes. The 2021 Class A Notes are unsecured. Like the Class 1A Notes Offering, the interest rate paid on the Fixed Series Notes is determined in reference to a CMT Index published by the U.S. Department of Treasury in effect on the date that the note is issued plus a rate spread as described in the Company’s 2021 Class A Prospectus. The variable index in effect on the date the interest rate is set determines the interest rate paid on a Variable Series Note. The CMT Index refers to the Constant Maturity Treasury rates published by the U.S. Department of Treasury for actively traded Treasury securities. The variable index is equal to the 3-month LIBOR rate. The Company issued the 2021 Class A Notes under a Trust Indenture entered into between the Company and U.S. Bank.
Private Offerings
Series 1 Subordinated Capital Notes (“Subordinated Notes”).
In June 2018, the Company renewed the offer and sale of its Subordinated Notes initially launched in February 2013. The Company offers the notes pursuant to a limited private offering to qualified investors that meet the requirements of Rule 506 of Regulation D. The Company offers the Subordinated Notes with maturity terms from 12 to 60 months at an interest rate fixed on the date of issuance, as determined by the then current seven-day average rate reported by the U.S. Federal Reserve Board for interest rate swaps.
Under the Subordinated Notes offering, the Company is subject to certain covenants, including limitations on restricted payments, limitations on the amount of notes that it can sell, restrictions on mergers and acquisitions, and proper maintenance of books and records. The Company was in compliance with these covenants at June 30, 2021 and December 31, 2020.
Secured Investment Certificates (“Secured Notes”).
In January 2015, the Company began offering Secured Notes under a private placement memorandum pursuant to the requirements of Rule 506 of Regulation D. Under this offering, the Company is authorized to offer up to $80.0 million in Secured Notes to qualified investors. On December 31, 2017, the Company terminated its 2015 Secured Note offering.
Effective as of April 30, 2018, the Company launched a new $80 million secured note offering. The Company issued the 2018 Secured Note offering pursuant to a Loan and
Security Agreement. This agreement includes the same terms and conditions previously set forth in its 2015 Secured Note offering. The 2018 Secured Note offering terminated on April 30, 2020.
The Company secures these notes by pledging either cash or loans receivable as collateral. The collateralization ratio is 100% on the pledged cash and 105% on the pledged loans receivable. Said another way, every dollar of cash collateralizes one dollar of secured notes and every $1.05 of loans receivable collateralizes one dollar of secured notes. At June 30, 2021 and December 31, 2020, the loans receivable collateral securing the Secured Notes had an outstanding balance of $8.5 million and $9.1 million, respectively. The June 30, 2021 and December 31, 2020 collateral balances were sufficient to satisfy the minimum collateral requirement of the Secured Notes offering. As of June 30, 2021 and December 31, 2020, the Company did 0t have cash pledged for the benefits of the Secured Note holders.
Note 12: Commitments and Contingencies
Unfunded Commitments
The Company is a party to credit-related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include un-advanced lines of credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet.
The contractual amount of these commitments represents the Company’s exposure to credit loss. The Company uses the same credit policies in making commitments as it does for on-balance-sheet instruments.
The table below shows the outstanding financial instruments whose contract amounts represent credit risk (dollars in thousands):
Contract Amount at: | ||||||
June 30, | December 31, | |||||
Undisbursed loans | $ | 1,048 | $ | 2,774 |
Undisbursed loans are commitments for possible future extensions of credit to existing customers. These loans are sometimes unsecured and the borrower may not necessarily draw upon the line the total amount of the commitment. Commitments to extend credit are generally at variable rates.
Operating Leases
The Company has lease agreements for its offices in Brea and Fresno, California. The Company renewed its Brea office lease in January 2019 for an additional five-year term.
The lease does 0t contain any additional options to renew. The Fresno office lease expires in March 2022. There are no options to renew this lease agreement. The Company has determined that both leases are operating leases. The Company used its incremental borrowing rates to determine the discount rates used in the asset calculations.
The table below presents information regarding our existing operating leases (dollars in thousands):
For the | |||||||||||||||||||
Three months ended | Six months ended | Year ended | |||||||||||||||||
June 30, | June 30, | December 31, | |||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2020 | |||||||||||||||
Lease cost | |||||||||||||||||||
Operating lease cost | $ | 44 | $ | 43 | $ | 87 | $ | 87 | $ | 174 | |||||||||
Other information | |||||||||||||||||||
Cash paid for operating leases | 44 | 42 | 87 | 84 | 169 | ||||||||||||||
Right-of-use assets obtained in exchange for operating lease liabilities | — | — | — | 53 | 53 | ||||||||||||||
Weighted average remaining lease term (in years) | 2.17 | 3.05 | 2.17 | 3.05 | 2.87 | ||||||||||||||
Weighted-average discount rate | 4.65 | % | 4.60 | % | 4.65 | % | 4.60 | % | 4.64 | % |
Future minimum lease payments and lease costs for the twelve months ending June 30, are as follows (dollars in thousands):
Lease Payments | Lease Costs | |||||
2022 | $ | 169 | $ | 167 | ||
2023 | 153 | 146 | ||||
2024 | 77 | 73 | ||||
Total | $ | 399 | $ | 386 |
Note 13: Preferred and Common Units under LLC Structure
Holders of the Series A Preferred Units are entitled to receive a quarterly cash dividend that is 25 basis points higher than the one-year LIBOR rate in effect on the last day of the calendar month for which the preferred return is approved. The UK Financial Conduct Authority announced on December 4, 2020 that the USD LIBOR for 1, 3, 6, and 12 months will no longer be published after June 30, 2023. The company is currently researching alternatives to the index. When an appropriate alternative index is determined the Series A Preferred Units Certificate may need to be amended to provide for use of the new index. In addition to the quarterly cash dividend, the Company has also agreed to set aside an annual amount equal to 10% of its net profits earned for any year, after subtracting from profits the quarterly Series A Preferred Unit dividends paid, for distribution to its Series A Preferred Unit holders.
The Series A Preferred Units have a liquidation preference of $100 per unit and have 0 voting rights. They are also subject to redemption in whole or in part at the Company’s election on December 31 of any year for an amount equal to the liquidation preference of each unit, plus any accrued and declared but unpaid quarterly dividends and preferred distributions on such units. The Series A Preferred Units have priority as to earnings and distributions over the Common Units. The resale of the Company’s Series A Preferred Units and Common Units are subject to the Company’s first right of refusal to purchase units proposed to be transferred. Upon the Company’s failure to pay quarterly dividends for 4 consecutive quarters, the holders of the Series A Preferred Units have the right to appoint 2 managers to its Board of Managers.
The Class A Common Units have voting rights, but have no liquidation preference or rights to dividends, unless declared.
Note 14: Retirement Plans
401(k)
All of the Company’s employees are eligible to participate in the Automated Data Processing, Inc. (“ADP”) 401(k) plan effective as of the date their employment commences. No minimum service is required and the minimum age is 21. Each employee may elect voluntary contributions not to exceed 86% of salary, subject to certain limits based on U.S. tax law. The plan has a matching program, which qualifies as a Safe Harbor 401(k) plan. As a Safe Harbor Section 401(k) plan, the Company matches each eligible employee’s contribution, dollar for dollar, up to 3% of the employee’s compensation, and 50% of the employee’s contribution that exceeds 3% of their compensation, up to a maximum contribution of 5% of the employee’s compensation. Company matching contributions for the six months ended June 30, 2021 and 2020 were $40 thousand and $44 thousand, respectively.
Profit Sharing
The profit sharing plan is for all employees who, at the end of the calendar year, are at least 21 years old, still employed, and have at least 900 hours of service during the plan year. The Company’s Board of Managers determines the amount annually contributed on behalf of each qualified employee. The Company determines the amount by calculating it as a percentage of the eligible employee's annual earnings. Plan forfeitures are used to reduce the Company’s annual contribution. The Company did 0t make or approve a profit sharing contribution for the six months ended June 30, 2021 and 2020.
Note 15: Fair Value Measurements
Fair Value Measurements Using Fair Value Hierarchy
The Company classifies measurements of fair value within a hierarchy based upon inputs that give the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs include:
o quoted prices for similar assets and liabilities in active markets,
oquoted prices for identical assets and liabilities in inactive markets,
oinputs that are observable for the asset or liability (such as interest rates, prepayment speeds, credit risks, etc.);
oor inputs that are derived principally from or corroborated by observable market data by correlation or by other means.
Level 3 inputs are unobservable and reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
Fair Value of Financial Instruments
The following tables show the carrying amounts and estimated fair values of the Company’s financial instruments (dollars in thousands):
Fair Value Measurements at June 30, 2021 using | |||||||||||||||
Carrying | Quoted Prices | Significant | Significant | Fair Value | |||||||||||
FINANCIAL ASSETS: | |||||||||||||||
Cash and restricted cash | $ | 14,470 | $ | 14,470 | $ | — | $ | — | $ | 14,470 | |||||
Certificates of deposit | 1,000 | 1,007 | 1,007 | ||||||||||||
Loans, net | 107,452 | — | — | 108,736 | 108,736 | ||||||||||
Investment in joint venture | 890 | — | — | 890 | 890 | ||||||||||
Accrued interest receivable | 723 | — | — | 723 | 723 | ||||||||||
FINANCIAL LIABILITIES: | |||||||||||||||
Term-debt | $ | 35,031 | $ | — | $ | — | $ | 30,131 | $ | 30,131 | |||||
Line of credit | 1,825 | — | — | 1,825 | 1,825 | ||||||||||
Investor notes payable | 71,909 | — | — | 73,011 | 73,011 | ||||||||||
Other financial liabilities | 443 | — | — | 443 | 443 |
Fair Value Measurements at December 31, 2020 using | |||||||||||||||
Carrying | Quoted Prices | Significant | Significant | Fair Value | |||||||||||
FINANCIAL ASSETS: | |||||||||||||||
Cash and restricted cash | $ | 21,973 | $ | 21,922 | $ | — | $ | — | $ | 21,922 | |||||
Certificates of deposit | 1,761 | — | 1,779 | — | 1,779 | ||||||||||
Loans, net | 116,121 | — | — | 115,477 | 115,477 | ||||||||||
Investment in joint venture | 884 | — | — | 884 | 884 | ||||||||||
Accrued interest receivable | 798 | — | — | 798 | 798 | ||||||||||
FINANCIAL LIABILITIES: | |||||||||||||||
Term-debt | $ | 51,516 | $ | — | $ | — | $ | 43,832 | $ | 43,832 | |||||
Investor notes payable | 76,194 | — | — | 78,262 | 78,262 | ||||||||||
Other financial liabilities | 513 | — | — | 513 | 513 |
Management uses judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction at June 30, 2021 and December 31, 2020.
The Company used the following methods and assumptions to estimate the fair value of financial instruments:
Cash – The carrying amounts reported in the balance sheets approximate fair value for cash.
Certificates of deposit – Management estimates fair value by using a present value discounted cash flow with a discount rate approximating the current market rate for similar assets. Management classifies certificates of deposits as Level 2 of the fair value hierarchy.
Loans – Management estimates fair value by discounting the future cash flows of the loans. The discount rate the Company uses is the current average rates at which it would make loans to borrowers with similar credit ratings and for the same remaining maturities.
Investments – Management estimates fair value by analyzing the operations and marketability of the underlying investment to determine if the investment is other-than-temporarily impaired.
Investor Notes Payable – Management estimates the fair value of fixed maturity notes by discounting the future cash flows of the notes. The discount rate the Company uses is the rates currently offered for investor notes payable of similar remaining maturities. Company management estimates the discount rate by using market rates that reflect the interest rate risk inherent in the notes.
Term-debt – Management estimates the fair value of borrowings from financial institutions discounting the future cash flows of the borrowings. The discount rate the Company uses is the current incremental borrowing rates for similar types of borrowing arrangements.
Off-Balance Sheet Instruments – Management determines the fair value of loan commitments on fees currently charged to enter into similar agreements, taking into account the remaining term of the agreements and the counterparties' credit standing. The fair value of loan commitments is insignificant at June 30, 2021 and December 31, 2020.
Fair Value Measured on a Nonrecurring Basis
The Company measures certain assets at fair value on a nonrecurring basis. On these assets, the Company only makes fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The following table presents the fair value of assets measured on a nonrecurring basis (dollars in thousands):
Fair Value Measurements Using: | ||||||||||||
| Quoted Prices | Significant | Significant | Total | ||||||||
Assets at June 30, 2021: | ||||||||||||
Collateral-dependent loans (net of allowance and discount) | $ | — | $ | — | $ | 7,313 | $ | 7,313 | ||||
Investment in joint venture | — | — | 890 | 890 | ||||||||
Foreclosed assets (net of allowance) | — | — | 301 | 301 | ||||||||
Total | $ | — | $ | — | $ | 8,504 | $ | 8,504 | ||||
| ||||||||||||
Assets at December 31, 2020: | ||||||||||||
Collateral-dependent loans (net of allowance and discount) | $ | — | $ | — | $ | 5,815 | $ | 5,815 | ||||
Investments in joint venture | — | — | 884 | 884 | ||||||||
Foreclosed assets (net of allowance) | — | — | 301 | 301 | ||||||||
Total | $ | — | $ | — | $ | 7,000 | $ | 7,000 |
Impaired Loans
The Company measures impaired loans at fair value on a nonrecurring basis. Once a loan is considered impaired, the fair value is measured using one of several methods, including collateral liquidation value, the market value of similar debt, or discounted cash flows. Most often management uses the fair value of the underlying real estate collateral to value impaired loans. Such fair values are obtained using independent appraisals, which the Company considers to be Level 3 inputs.
Foreclosed Assets
The Company initially records real estate acquired through foreclosure or other proceedings (foreclosed assets) at fair value at the date of foreclosure less estimated costs of disposal, which establishes a new cost. After foreclosure, management periodically performs valuations on foreclosed assets. The company carries foreclosed assets held for sale at the lower of cost or fair value, less estimated costs of disposal. The fair values of real properties initially are determined based on appraisals. In some cases, management adjusts the appraised values for various factors including age of the appraisal, age of comparable properties included in the appraisal, and known changes in the market or in the collateral. The Company makes subsequent valuations of the real properties based either
on management estimates or on updated appraisals. If management makes significant adjustments to appraised values based on unobservable inputs, the Company categorizes foreclosed assets under Level 3. Otherwise, if management bases the foreclosed assets’ value on recent appraisals and the only adjustments made are for known contractual selling costs, the Company will categorize the foreclosed assets under Level 2.
The table below summarizes the valuation methodologies used to measure the fair value adjustments for Level 3 assets recorded at fair value on a nonrecurring basis (dollars in thousands):
June 30, 2021 | |||||||||
Assets | Fair Value | Valuation | Unobservable | Range | |||||
Impaired Loans | $ | 7,313 | Discounted appraised value | Selling cost / Estimated market decrease | 21% - 81% (22%) | ||||
Investment in joint venture | 890 | Internal evaluations | Estimated future market value | 0% (0%) | |||||
Foreclosed Assets | 301 | Internal evaluations | Selling cost | 6% (6%) |
December 31, 2020 | |||||||||
Assets | Fair Value | Valuation | Unobservable | Range | |||||
Impaired loans | $ | 5,815 | Discounted appraised value | Selling cost / Estimated market decrease | 21% - 81% (23%) | ||||
Investments in joint venture | 884 | Internal evaluations | Estimated future market value | 0% (0%) | |||||
Foreclosed assets | 301 | Internal evaluations | Selling cost | 6% (6%) |
Note 16: Income Taxes and State LLC Fees
MPIC is subject to a California gross receipts LLC fee of approximately $12,000 per year, and the state minimum franchise tax of $800 per year. MP Securities is subject to a California gross receipts LLC fee of approximately $6,000 and the state minimum franchise tax of $800 per year.
MP Realty incurred a tax loss for the years ended December 31, 2020 and 2019, and recorded a provision of $800 per year for the state minimum franchise tax. For the years ended December 31, 2020 and 2019, MP Realty has federal and state net operating loss carryforwards of approximately $407 thousand and $402 thousand, respectively, which begin to expire in 2030. Management assessed the realizability of the deferred tax asset and determined that a 100% valuation against the deferred tax asset was appropriate at June 30, 2021 and December 31, 2020.
Tax years ended December 31, 2017 through December 31, 2020 remain subject to examination by the Internal Revenue Service and the tax years ended December 31, 2016 through December 31, 2020 remain subject to examination by the California Franchise Tax Board and various other state jurisdictions.
Note 17: Segment Information
The Company's reportable segments are strategic business units that offer different products and services. The Company manages the segments separately because each business requires different management, personnel proficiencies, and marketing strategies.
The Company has 2 reportable segments that represent the primary businesses reported in the consolidated financial statements: the finance company (the parent company), and the investment advisor and insurance firm (MP Securities). The finance company segment uses funds from the sale of debt securities, income from operations, and the sale of loan participations to originate or purchase mortgage loans. The finance company also services loans. MP Securities generates fee income by selling debt securities and other investment and insurance products, as well as providing investment advisory and financial planning services.
The accounting policies applied to determine the segment information are the same as those described in the summary of significant accounting policies. Management accounts for intersegment revenues and expenses at amounts that assume the Company entered into the transaction with unrelated third parties at the current market prices at the time of the transaction. Management evaluates the performance of each segment based on net income or loss before provision for income taxes and LLC fees.
Financial information with respect to the reportable segments is as follows (dollars in thousands):
Three months ended | Six months ended | ||||||||||||
June 30, 2021 | June 30, 2020 | June 30, 2021 | June 30, 2020 | ||||||||||
Revenue from external sources | |||||||||||||
Finance | $ | 1,837 | $ | 2,149 | $ | 6,062 | $ | 4,489 | |||||
Broker Dealer | 206 | 113 | 614 | 294 | |||||||||
Adjustments / Eliminations | — | — | — | — | |||||||||
Total | $ | 2,043 | $ | 2,262 | $ | 6,676 | $ | 4,783 | |||||
Revenue from internal sources | |||||||||||||
Finance Company | $ | — | $ | — | $ | — | $ | — | |||||
Broker Dealer | 238 | 280 | 499 | 499 | |||||||||
Adjustments / Eliminations | (238) | (280) | (499) | (499) | |||||||||
Total | $ | — | $ | — | $ | — | $ | — | |||||
Total non-interest expense and provision for tax | |||||||||||||
Finance Company | $ | 834 | $ | 777 | $ | 2,089 | $ | 1,739 | |||||
Broker Dealer | 319 | 264 | 688 | 606 | |||||||||
Adjustments / Eliminations | — | — | — | — | |||||||||
Total | $ | 1,153 | $ | 1,041 | $ | 2,777 | $ | 2,345 | |||||
Net profit (loss) | |||||||||||||
Finance Company | $ | (353) | $ | (53) | $ | 1,408 | $ | (251) | |||||
Broker Dealer | 125 | 129 | 424 | 187 | |||||||||
Adjustments / Eliminations | 73 | 12 | 63 | 107 | |||||||||
Total | $ | (155) | $ | 88 | $ | 1,895 | $ | 43 | |||||
June 30, | December 31, | ||||||||||||
2021 | 2020 | ||||||||||||
(Unaudited) | (Audited) | ||||||||||||
Total assets | |||||||||||||
Finance Company | $ | 122,080 | $ | 139,410 | |||||||||
Broker Dealer | 3,476 | 3,187 | |||||||||||
Other Segments | 439 | 576 | |||||||||||
Adjustments / Eliminations | (86) | (80) | |||||||||||
Total | $ | 125,909 | $ | 143,093 |
Note 18: Subsequent Events
Effective August 9, 2021, the Company entered into a Master Loan Participation Purchase and Sale Agreement (“the Agreement”) with ACCU, one of its credit union owners. The Agreement is intended to facilitate the sale to ACCU of small participation interests in the Company’s originated loans. As a part of any transaction conducted under the Agreement, the borrower of the loan being sold would become a member of ACCU, thereby meeting the requirements of NCUA regulations that govern loan participation purchases by credit unions. This will allow the Company to sell additional participations in the loan to other credit unions.
Sales made under the Agreement will be done on a recourse basis, requiring the Company to repurchase the participation interest in the event of default by the borrower. Under a separate Deposit Control Agreement reached in conjunction with the Agreement, the Company will deposit cash on a one-to-one basis as collateral to secure the participation interest sold to ACCU. This cash will be considered restricted cash. As of the date of filing of this Report, no transactions had been conducted under the Agreement. The Company retains the ability to sell loan participation interests to ACCU outside of the Agreement.
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis compares the results of operations for the three and six month periods ended June 30, 2021 and 2020. It should be read in conjunction with our December 31, 2020 Annual Report on Form 10-K and the accompanying unaudited financial statements and Notes set forth in this report.
SAFE HARBOR CAUTIONARY STATEMENT
This Form 10-Q contains forward-looking statements regarding Ministry Partners Investment Company, LLC and our wholly-owned subsidiaries, MPF, MP Realty, MPC, and MP Securities, including, without limitation, statements regarding our expectations with respect to revenue, credit losses, levels of non-performing assets, expenses, earnings and other measures of financial performance. Statements that are not statements of historical facts may be deemed to be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” “plan,” “intend,” “should,” “seek,” “will,” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. These forward-looking statements reflect the current views of our management.
These forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties that are subject to change based upon various factors (many of which are beyond our control). Such risks, uncertainties, and other factors that could cause our financial performance to differ materially from the expectations expressed in such forward-looking statements include, but are not limited to, the risks set forth in our Annual Report on Form 10-K for the year ended December 31, 2020.
As used in this quarterly report, the terms “we”, “us”, “our” or the “Company” means Ministry Partners Investment Company, LLC and our wholly-owned subsidiaries, MPF, MP Realty, MP Securities, and MPC.
OVERVIEW
As the effects of the worldwide pandemic begin to lessen in severity, we continue to observe signs of an economic recovery in the United States, with jobs, consumer spending, manufacturing, and other indicators rebounding from their weakest levels. However, there have been concerns about the emergence of resistant or more contagious strains of the virus. It is unknown if additional government mandated restrictions will be issued that may affect the economic recovery. Due to these factors, we believe that economic uncertainty remains that could impact our ministry borrowers and financial results.
For the six months ended June 30, 2021, the Company generated $1.9 million in net income. The most significant factor in generating net income for the six months ended June 30, 2021, was a $2.4 million gain on debt extinguishment. For the three-month period ended June 30, 2021 we had a net loss of $155 thousand. The primary cause of the loss for the quarter was $370 thousand in expenses and write-downs related to impaired loans.
Financial Condition
This discussion focuses on the overall performance of our consolidated balance sheet.
Comparison of Financial Condition at June 30, 2021 and December 31, 2020
Comparison | ||||||||||||
2021 | 2020 | $ Difference | % Difference | |||||||||
(Unaudited) | (Audited) | |||||||||||
(dollars in thousands) | ||||||||||||
Assets: | ||||||||||||
Cash | $ | 14,419 | $ | 21,922 | $ | (7,503) | (34%) | |||||
Restricted cash | 51 | 51 | — | —% | ||||||||
Certificates of deposit | 1,000 | 1,761 | (761) | 100% | ||||||||
Loans receivable, net of allowance for loan losses of $1,620 and $1,516 as of June 30, 2021 and December 31, 2020, respectively | 107,452 | 116,121 | (8,669) | (7%) | ||||||||
Accrued interest receivable | 723 | 798 | (75) | (9%) | ||||||||
Investment in joint venture | 890 | 884 | 6 | 1% | ||||||||
Property and equipment, net | 194 | 219 | (25) | (11%) | ||||||||
Foreclosed assets, net | 301 | 301 | — | —% | ||||||||
Servicing assets | 151 | 147 | 4 | 3% | ||||||||
Other assets | 728 | 889 | (161) | (18%) | ||||||||
Total assets | $ | 125,909 | $ | 143,093 | $ | (17,184) | (12%) | |||||
Liabilities and members’ equity | ||||||||||||
Liabilities: | ||||||||||||
Term-debt | $ | 35,031 | $ | 51,516 | $ | (16,485) | (32%) | |||||
Line of credit | 1,825 | — | 1,825 | |||||||||
Investor notes payable, net of debt issuance costs of $75 and $33 as of June 30, 2021 and December 31, 2020, respectively | 71,909 | 76,194 | (4,285) | (6%) | ||||||||
Accrued interest payable | 223 | 312 | (89) | (29%) | ||||||||
Other liabilities | 2,354 | 2,163 | 191 | 9% | ||||||||
Total liabilities | 111,342 | 130,185 | (18,843) | (14%) | ||||||||
Members' Equity: | ||||||||||||
Series A preferred units | 11,715 | 11,715 | — | —% | ||||||||
Class A common units | 1,509 | 1,509 | — | —% | ||||||||
Accumulated equity (deficit) | 1,343 | (316) | 1,659 | (525%) | ||||||||
Total members' equity | 14,567 | 12,908 | 1,659 | 13% | ||||||||
Total liabilities and members' equity | $ | 125,909 | $ | 143,093 | $ | (17,184) | (12%) |
On March 5, 2021, the Company negotiated a discounted partial paydown of principal of $14.3 million on our term loan. This resulted in a gain on debt extinguishment of $2.3 million for the six months ended June 30, 2021. In addition, the Company received debt forgiveness of $112 thousand on the entire unpaid balance and accrued interest on its PPP Loan granted under the CARES Act. The discounted partial paydown was the primary cause of a 12% decrease in our total assets, and the two transactions extinguished a combined $14.4 million in term-debt. We funded the debt payoff through existing cash we set aside for this type of opportunity, as well as raising cash from our loans receivable
portfolio. Despite the debt extinguishment described above, cash only decreased $7.5 million as detailed further below.
To maintain a liquid balance sheet, we intend to sell participation interests in the majority of our new loan originations. For the six months ended June 30, 2021, we funded $8.9 million in loans receivable and sold participation interests in loans receivable of $9.6 million during the same period. We also received $8.0 million in loan principal collections during the quarter, mostly due to early loan payoffs from borrowers who refinanced elsewhere. Therefore, our loan portfolio provided $8.7 million in cash during the six months ended June 30, 2021.
Our investor notes payable consist of debt securities sold under publicly registered security offerings as well as notes sold in private placement offerings. For the six months ended June 30, 2021, net investor notes payable decreased $4.2 million. This decrease was primarily due to planned withdrawals or non-renewals from a few institutional clients. Over the last several years, we have expanded our investor note sale program by building relationships with other faith-based organizations whereby we can offer our various investor note products to these organizations and the ministries they serve. Concurrently, MP Securities continues to increase its retail customer base through client referrals and its networking agreements with key strategic partners.
For the quarter ended June 30, 2021 the Company had a net loss due to expenses related to impaired loans. The Company incurred legal costs of $89 thousand for the three months ended June 30, 2021 related to bankruptcy proceedings on an impaired loan. The bankruptcy proceeding has concluded and the company has begun receiving payments. In addition, management wrote off $95 thousand in previously accrued interest on a loan that became impaired. We have begun receiving payments on this loan as part of a troubled debt restructure. Also, management reserved $186 thousand on a collateral-dependent loan due to a decrease in the estimated value of the collateral.
Due to $2.4 million gain on debt extinguishment, our total members’ equity increased 13% to $14.6 million for the six months ended June 30, 2021 which resulted in a capital to asset ratio of 11.6%.
Liquidity and Capital Resources
In response to the uncertainty created from the COVID-19 pandemic, management began to generate liquidity from its loans receivable portfolio by selling participation interests in its loans receivable during 2020. The Company has continued to pursue this strategy and generated $9.6 million in cash from loan sales for the six months ended June 30, 2021. This model allows us to acquire loans with little liquidity deployment while still allowing the Company to fulfill one of its key missional objectives of providing financing to Christian churches and ministries. An additional liquidity tool we use in conjunction with our loan participation sales is a $7.0 million warehouse line of credit (“KCT LOC”) with KCT Credit Union, an Elgin, Illinois credit union, for the specific purpose of funding loan originations, and offering participation interests in these loans through a short-term credit facility. This facility allows us to warehouse loan originations until we sell them. We must repay each advance within one hundred twenty (120) days after receiving the advance. As of June 30, 2021, we had an outstanding balance of $1.8 million on the KCT LOC.
We plan to raise more cash through loan and investor note sales, if necessary, to keep sufficient levels of cash available to meet our debt obligations to investors as well as obligations under our credit facilities. Because the Company was successful in raising cash, we were in a position to take advantage of the opportunity to pay down term debt at a discount, as described above. Despite this paydown, the Company is still operating with cash levels above its board-approved policies.
Cash, restricted cash, and certificates of deposit were $15.5 million as of June 30, 2021, and our liquidity ratio was 19%. Our liquidity policy, set by our Board of Managers, sets a minimum liquidity ratio and contains contingency protocol if our liquidity falls below the minimum. Our liquidity ratio was above the minimum set by our policy as of June 30, 2021.
Due to management’s desire to maintain staff levels during the initial stage of the pandemic, we applied for and received a PPP loan of $111 thousand. During the six months ended June 30, 2021, the Company received the SBA’s forgiveness of the entire principal balance and accrued interest on the PPP loan.
The pay down of the term debt had a significant impact on our net income for the six months ended June 30, 2021, and, along with the forgiveness of the PPP loan, enabled the Company to report $2.4 million in gains on the extinguishment of debt. In addition to the income, paying down the debt early reduced the size of the future balloon payment required in November 2026. The current estimated balloon payment is approximately $9.7 million.
Debt Securities
Historically, we have been successful in generating reinvestments by our debt security holders when the notes they hold mature. Our note renewal rate remains stable and our advisory team continues to expand their clientele, which has also increased new note sales.
The table below shows the renewal rates of our maturing notes over the last three years:
2020 | 60% |
2019 | 75% |
2018 | 62% |
The renewal rate for the quarter ended June 30, 2021 as compared to June 30, 2020 is as follows:
Three-month period ended June 30, 2021: 66%
Three-month period ended June 30, 2020: 73%
Credit Facilities
Historically, we have funded a significant portion of our balance sheet through term-debt. However, due to recent debt reductions described above, the portion of our balance sheet funded through term-debt has been reduced significantly over the last nine months. Because the term loan has a fixed rate until maturity in 2026, it provides a stable cost of funds. The table below is a summary of the Company’s $36.9 million in outstanding debt payable as of June 30, 2021 (dollars in thousands):
Nature of Borrowing | Interest Rate | Interest Rate Type | Amount Outstanding | Monthly Payment | Maturity Date | Amount of Loan Collateral Pledged | Amount of Cash Pledged | |||||||||||
Term Loan | 2.525% | Fixed | $ | 35,031 | $ | 450 | 11/1/2026 | $ | 47,151 | $ | — | |||||||
Line of Credit | 3.750% | Variable | 1,825 | — | 9/30/2021 | 8,792 | — |
We cannot borrow additional funds on the Term Loan; therefore, we will need to replace any principal paid on the facilities through another source. As of the date of this Report, our only sources of funds to pay down our term-debt credit facilities are our earnings, the debt securities we sell, and net cash flow from our loans receivable portfolio. The line of credit is the $7 million revolving credit facility from KCT. We can draw up to $7 million on this line to facilitate warehousing new loan originations until they are sold. Each draw has a term of 120 days.
The following table shows the maturity schedule on our credit facilities for the next five years and thereafter as of June 30, 2021 (dollars in thousands):
2022 | $ | 4,568 | |
2023 | 4,690 | ||
2024 | 4,808 | ||
2025 | 4,933 | ||
2026 | 5,058 | ||
Thereafter | 10,974 | ||
$ | 35,031 |
Debt Covenants
Under our credit facility agreements and our investor note documents, we are obligated to comply with certain affirmative and negative covenants. Failure to comply with our covenants could require all interest and principal to become due. As of June 30, 2021, we are in compliance with our covenants on our investor notes payable, term-debt credit facility, and warehouse line of credit.
For additional information regarding our investor notes payable, refer to “Note 11. Investor Notes Payable”, to Part I “Financial Information” of this Report beginning at page F-1.
For additional information on our credit facilities, refer to “Note 10. Credit Facilities”, to Part I “Financial Information” of this Report beginning at page F-1.
Results of Operations: June 30, 2021
The analysis below describes the Company’s results of operations for the three and six month periods ended June 30, 2021 compared to the three and six month periods ended June 30, 2020.
Net Interest Income and Net Interest Margin
Historically, our earnings have primarily depended upon our net interest income.
Net interest income is the difference between the interest income we receive from our loans and cash on deposit (“interest-earning assets”) and the interest paid on our debt securities and term debt.
Net interest margin is net interest income expressed as a percentage of average total interest-earning assets.
The following table provides information, for average outstanding balances for each major category of interest earnings assets and interest bearing liabilities, the interest income or interest expense, and the average yield or rate for the periods indicated:
Average Balances and Rates/Yields | ||||||||||||||||||||
For the Three Months Ended June 30, | ||||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||
Average | Interest | Average | Average | Interest | Average | |||||||||||||||
Assets: | ||||||||||||||||||||
Interest-earning accounts with other financial institutions | $ | 16,480 | $ | 11 | 0.27 | % | $ | 27,855 | $ | 31 | 0.45 | % | ||||||||
Interest-earning loans [1] | 105,609 | 1,753 | 6.66 | % | 120,053 | 2,055 | 6.87 | % | ||||||||||||
Total interest-earning assets | 122,089 | 1,764 | 5.80 | % | 147,908 | 2,086 | 5.66 | % | ||||||||||||
Non-interest-earning assets | 7,683 | — | — | % | 8,148 | — | — | % | ||||||||||||
Total Assets | 129,772 | 1,764 | 5.45 | % | 156,056 | 2,086 | 5.36 | % | ||||||||||||
Liabilities: | ||||||||||||||||||||
Investor notes payable gross of debt issuance costs | 74,477 | 665 | 3.58 | % | 72,915 | 665 | 3.66 | % | ||||||||||||
Other debt | 38,355 | 256 | 2.68 | % | 69,725 | 437 | 2.53 | % | ||||||||||||
Total interest-bearing liabilities | 112,832 | 921 | 3.27 | % | 142,640 | 1,102 | 3.10 | % | ||||||||||||
Debt issuance cost | 12 | 20 | ||||||||||||||||||
Total interest-bearing liabilities net of debt issuance cost | $ | 112,832 | 933 | 3.32 | % | $ | 142,640 | 1,122 | 3.16 | % | ||||||||||
Net interest income | $ | 831 | $ | 964 | ||||||||||||||||
Net interest margin | 2.73 | % | 2.61 | % |
[1] Loans are net of deferred fees and before the allowance for loan losses. Non accrual loans are considered non-interest earning assets for this analysis.
Rate/Volume Analysis of Net Interest Income | |||||||||
Three Months Ended June 30, 2021 vs. 2020 | |||||||||
Increase (Decrease) Due to Change in | |||||||||
Volume | Rate | Total | |||||||
(Dollars in Thousands) | |||||||||
Increase in Interest Income: | |||||||||
Interest-earning accounts with other financial institutions | $ | (10) | $ | (10) | $ | (20) | |||
Interest-earning loans | (242) | (60) | (302) | ||||||
Total interest-earning assets | (252) | (70) | (322) | ||||||
Increase (Decrease) in Interest Expense: | |||||||||
Investor notes payable gross of debt issuance costs | 14 | (14) | — | ||||||
Other debt | (205) | 24 | (181) | ||||||
Debt issuance cost | — | (8) | (8) | ||||||
Total interest-bearing liabilities | (191) | 2 | (189) | ||||||
Change in net interest income | $ | (61) | $ | (72) | $ | (133) |
The following table provides information, for average outstanding balances for each major category of interest earnings assets and interest bearing liabilities, the interest income or interest expense, and the average yield or rate for the periods indicated:
Average Balances and Rates/Yields | ||||||||||||||||||||
For the Six Months Ended June 30, | ||||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||
Average | Interest | Average | Average | Interest | Average | |||||||||||||||
Assets: | ||||||||||||||||||||
Interest-earning accounts with other financial institutions | $ | 19,492 | $ | 25 | 0.26 | % | $ | 28,028 | $ | 117 | 0.84 | % | ||||||||
Interest-earning loans [1] | 107,382 | 3,621 | 6.80 | % | 121,795 | 4,234 | 6.97 | % | ||||||||||||
Total interest-earning assets | 126,874 | 3,646 | 5.80 | % | 149,823 | 4,351 | 5.82 | % | ||||||||||||
Non-interest-earning assets | 7,591 | — | — | % | 8,068 | — | — | % | ||||||||||||
Total Assets | 134,465 | 3,646 | 5.47 | % | 157,891 | 4,351 | 5.53 | % | ||||||||||||
Liabilities: | ||||||||||||||||||||
Investor notes payable gross of debt issuance costs | 75,567 | 1,331 | 3.55 | % | 74,267 | 1,406 | 3.80 | % | ||||||||||||
Other Debt | 42,739 | 545 | 2.57 | % | 70,335 | 883 | 2.52 | % | ||||||||||||
Total interest-bearing liabilities | $ | 118,306 | 1,876 | 3.20 | % | $ | 144,602 | 2,289 | 3.17 | % | ||||||||||
Debt issuance cost | 24 | 43 | ||||||||||||||||||
Total interest-bearing liabilities net of debt issuance cost | $ | 118,306 | 1,900 | 3.24 | % | $ | 144,602 | 2,332 | 3.23 | % | ||||||||||
Net interest income | $ | 1,746 | $ | 2,019 | ||||||||||||||||
Net interest margin | 2.78 | % | 2.70 | % |
[1] Loans are net of deferred fees and before the allowance for loan losses. Non accrual loans are considered non-interest earning assets for this analysis.
Rate/Volume Analysis of Net Interest Income | |||||||||
Six Months Ended June 30, 2021 vs. 2020 | |||||||||
Increase (Decrease) Due to Change in | |||||||||
Volume | Rate | Total | |||||||
(Dollars in Thousands) | |||||||||
Increase (Decrease) in Interest Income: | |||||||||
Interest-earning accounts with other financial institutions | $ | (28) | $ | (64) | $ | (92) | |||
Interest-earning loans | (512) | (101) | (613) | ||||||
Total interest-earning assets | (540) | (165) | (705) | ||||||
Increase (Decrease) in Interest Expense: | |||||||||
Investor notes payable gross of debt issuance costs | (48) | (27) | (75) | ||||||
Other debt | (355) | 17 | (338) | ||||||
Debt issuance cost | — | (19) | (19) | ||||||
Total interest-bearing liabilities | (403) | (29) | (432) | ||||||
Change in net interest income | $ | (137) | $ | (136) | $ | (273) |
Total interest income for the three months ended June 30, 2021, compared to the three months ended June 30, 2020 decreased mostly due to a volume variance on interest-earning loans. The volume variance on loans was due to the loan participation sales and early payoffs as described above. This was also the reason for the volume variance on interest-earning loans for the six months ended June 30, 2021, compared to the six months ended June 30, 2020. Total interest income for the three and six months ended June 30, 2021 also decreased due to the $95 thousand write off of previously accrued interest on an impaired loan as described above.
The decrease in total interest expense shown above for the three months ended June 30, 2021, compared to June 30, 2020, is primarily due to a volume variance on other debt. The volume variance was due to the debt paydown as described above as well as an additional early payoff of a term loan in September 2020. These early paydowns reduced the average balance of other debt by $31.4 million for the three months ended June 30, 2021, compared to the three months ended June 30, 2020. For the six months ended June 30, 2021 compared to the six months ended June 30, 2020, the average balance on other debt decreased by $27.6 million.
Overall net interest income decreased by $133 thousand for the three months ended June 30, 2021, compared to the three months ended June 30, 2020, due to a greater decrease in interest income due to volume variance on loans than the decrease in interest expense due to the volume variance on other debt. Net interest income decreased by $273 thousand for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, for the same reason.
Provision and non-interest income and expense
Three months ended | Six months ended | |||||||||||||||||||||
June 30, | Comparison | June 30, | Comparison | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||
2021 | 2020 | $ Diff | % Diff | 2021 | 2020 | $ Diff | % Diff | |||||||||||||||
Net interest income | $ | 831 | $ | 964 | $ | (133) | (14%) | $ | 1,746 | $ | 2,019 | $ | (273) | (14%) | ||||||||
Provision for loan losses | 112 | 11 | 101 | 918% | 104 | 63 | 41 | 65% | ||||||||||||||
Net interest income after provision for loan losses | 719 | 953 | (234) | (25%) | 1,642 | 1,956 | (314) | (16%) | ||||||||||||||
Total non-interest income | 279 | 176 | 103 | 59% | 3,030 | 432 | 2,598 | 601% | ||||||||||||||
Total non-interest expenses | 1,148 | 1,035 | 113 | 11% | 2,767 | 2,334 | 433 | 19% | ||||||||||||||
Income before provision for income taxes | (150) | 94 | (244) | (260%) | 1,905 | 54 | 1,851 | 3428% | ||||||||||||||
Provision for income taxes and state LLC fees | 5 | 6 | (1) | (17%) | 10 | 11 | (1) | (9%) | ||||||||||||||
Net income | $ | (155) | $ | 88 | $ | (243) | (276%) | $ | 1,895 | $ | 43 | $ | 1,852 | 4307% |
Net interest income after provision for loan losses decreased by $234 thousand for the quarter ended June 30, 2021, over the quarter ended June 30, 2020. This decrease was primarily due to the decrease in net interest income described above and also a provision
for loan losses that was recorded as a result of a specific reserve on a collateral dependent loan as described above. The decrease in net interest income after provision for loan losses for the six months ended June 30, 2021, over the six months ended June 30, 2020 was also primarily due to the reserve on the impaired loan.
The increase in non-interest income for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 was primarily due to an increase in broker-dealer commissions and fees. This increase was due to recovering stock markets and an increase in investment sales. The increase in non-interest income for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was primarily the result of the gain on debt extinguishment of $2.4 million as described previously in this report. In addition, broker-dealer commissions and fees increased 75% to $502 thousand for the six months ended June 30, 2021 compared to the six months ended June 30, 2020.
Total non-interest expense increased 11% during the three months ended June 30, 2021 compared to the three months ended June 30, 2020. This was due to an increase in legal fees of $83 thousand due to litigation expenses incurred in connection with an impaired loan. For the six months ended June 30, 2021 compared to the six months ended June 30, 2020 total non-interest expense increased 19% primarily due to accrued variable expenses related to the additional income on the debt extinguishment as well as the increase in legal expense described above. The increase in salary and benefits of $158 thousand was due to an increase in commissions related to an increase in broker dealer revenue as well as an increase in bonuses for the six months ended June 30 2021 as compared to June 30 2020. In addition, the company has accrued $206 thousand in donations made to charitable organizations which is included in marketing and promotions.
Item 3: Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.
Item 4: Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, including our Chief Financial Officer, supervised and participated in an evaluation of our disclosure controls and procedures as of June 30, 2021. After evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) as of the end of the period covered by this quarterly report, our Chief Financial Officer has concluded that as of the evaluation date, our disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company would be made known to them by others within the Company, particularly during the period in which this quarterly report was being prepared.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports filed under the Exchange Act is accumulated and communicated to our management, including the President and Principal Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls
The Company made no changes in internal controls during the six months ended June 30, 2021.
PART II - OTHER INFORMATION
Item 1: Legal Proceedings
Given the nature of our investments made in mortgage loans, we may from time to time have an interest in, or be involved in, litigation arising out of our loan portfolio. We consider litigation related to our loan portfolio to be routine to the conduct of our business. As of June 30, 2021, we are not involved in any litigation matters that could have a material adverse effect on our financial position, results of operations, or cash flows.
Item 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds:
None
Item 3: Defaults upon Senior Securities:
None
Item 4: Mine Safety Disclosure:
None
Item 5: Other Information:
None
Item 6. Exhibits
Exhibit No. | Description of Exhibit |
10.38 | |
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) (**) |
31.2 | Certification of Principal Accounting Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) (**) |
32.1 | |
32.2 | |
101* | The following information from Ministry Partners Investment Company, LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income for the three and six-month periods ended June 30, 2021 and 2020; (ii) Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020; (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020; and (iv) Notes to Consolidated Financial Statements. |
* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.
** Filed herewith
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: August 12, 2021
| MINISTRY PARTNERS INVESTMENT | |
COMPANY, LLC | ||
| ||
(Registrant) | By: /s/ Joseph W. Turner, Jr. | |
Joseph W. Turner, Jr., | ||
Chief Executive Officer |