21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2008
or
[ ] Transition Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Transition Period from ------------to------------
Commission File Number 000-25919
American Church Mortgage Company
(Exact name of registrant as specified in its charter)
Minnesota 41-1793975
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10237 Yellow Circle Drive Minnetonka, MN 55343
(Address of principal executive offices) (Zip Code)
(952) 945-9455
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company X
Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at July 31, 2008
- -------------------------------------- ---------------------------------
Common Stock, $0.01 par value per share 2,472,081 shares
AMERICAN CHURCH MORTGAGE COMPANY
INDEX Page
No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Balance Sheets...............................................................2 - 3
Condensed Statements of Operations ....................................................4 - 5
Condensed Statements of Cash Flows.....................................................6 - 7
Notes to Condensed Financial Statements ..............................................8 - 14
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .................................................15 - 18
Items 4T. Controls and Procedures.................................................................19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...............................19
Item 3. Defaults Upon Senior Securities...........................................................19
Item 4. Submission of Matters to a Vote of Security Holders..................................19 - 20
Item 5. Other Information.........................................................................20
Item 6. Exhibits..................................................................................20
Signatures................................................................................21
AMERICAN CHURCH MORTGAGE COMPANY
Minnetonka, Minnesota
Financial Statements
June 30, 2008
AMERICAN CHURCH MORTGAGE COMPANY
Condensed Balance Sheets
- -----------------------------------------------------------------------------------------------------------------------------------
ASSETS June 30, 2008 December 31, 2007
- -----------------------------------------------------------------------------------------------------------------------------------
(Unaudited)
Current Assets
Cash and equivalents $ 442,195 $ 285,118
Accounts receivable 76,617 112,546
Interest receivable 151,700 151,105
Current maturities of mortgage loans receivable, net of
allowance of $67,583 at June 30, 2008 and
$72,056 at December 31, 2007 892,963 907,812
Current maturities of bond portfolio 49,000 41,000
Prepaid expenses 15,224 7,072
----------- -------
Total current assets 1,627,699 1,504,653
Mortgage Loans Receivable, net of current maturities 32,104,149 33,061,115
Real Estate Held for Sale, net of impairment reserve 1,656,215 1,566,561
Deferred Secured Investor Certificates Offering Costs,
net of accumulated amortization of $925,592 at
June 30, 2008 and $871,437 at December 31, 2007 651,971 700,479
Deferred Line of Credit Costs, net of accumulated
amortization of $84,989 at June 30, 2008 and
$36,652 at December 31, 2007 178,941 227,278
Bond Portfolio, net of current maturities and allowance
of $100,000 at June 30, 2008 and December 31, 2007 11,817,224 11,222,713
----------- ----------
Total assets $ 48,036,199 $ 48,282,799
=========== ==========
Notes to Unaudited Condensed Financial Statements are an integral part of this
Statement.
AMERICAN CHURCH MORTGAGE COMPANY
Condensed Balance Sheets
- -----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY June 30, 2008 December 31, 2007
- -----------------------------------------------------------------------------------------------------------------------------------
(Unaudited)
Current Liabilities
Current maturities of secured investor certificates $ 2,278,000 $ 2,197,000
Line of credit 3,950,000 3,350,000
Accounts payable 16,243 28,941
Accrued expenses - 18,022
Building funds payable - 50,000
Current maturities of deferred income 30,296 30,412
Dividends payable 247,208 124,680
---------- ---------
Total current liabilities 6,521,747 5,799,055
Deferred Income, net of current maturities 586,823 596,164
Secured Investor Certificates, Series A 5,323,000 6,008,000
Secured Investor Certificates, Series B 14,599,000 14,626,000
Stockholders' Equity
Common stock, par value $.01 per share
Authorized, 30,000,000 shares
Issued and outstanding, 2,472,081 at June 30, 2008
and 2,493,565 at December 31, 2007 24,721 24,936
Additional paid-in capital 22,814,911 22,927,644
Accumulated deficit (1,834,003) (1,699,000)
---------- ----------
Total stockholders equity 21,005,629 21,253,580
---------- ----------
Total liabilities and equity $48,036,199 $ 48,282,799
========== ==========
Notes to Unaudited Condensed Financial Statements are an integral part of this
Statement.
AMERICAN CHURCH MORTGAGE COMPANY
Condensed Statements of Operations
- -----------------------------------------------------------------------------------------------------------------------------------
Six Months Ended
June 30, 2008 June 30, 2007
- -----------------------------------------------------------------------------------------------------------------------------------
(Unaudited) (Unaudited)
Revenues
Interest income loans $1,443,340 $1,589,391
Interest income other 378,597 403,651
Capital gains realized 2,049 5,015
Origination income 21,028 68,320
--------- ---------
Total revenues 1,845,014 2,066,377
Operating expenses
Professional fees 86,415 41,054
Provision for losses on mortgage loans receivable 12,945 31,865
Real estate held for sale impairment 93,000 161,805
Costs associated with real estate held for sale 104,242 77,694
Director fees 2,200 2,400
Advisory fees 197,959 212,675
Amortization expense 102,492 85,621
Other 29,281 48,994
Total operating expenses --------- -------
628,534 662,108
--------- -------
Operating Income 1,216,480 1,404,269
Other Expense
Interest expense 854,916 903,769
--------- ---------
Net Income $ 361,564 $ 500,500
========= =========
Basic and Diluted Income Per Share $ 0.15 $ 0.20
========= =========
Dividends Declared Per Share $ 0.20 $ 0.19
========= =========
Weighted Average Shares Outstanding - Basic and Diluted 2,488,867 2,493,595
========= =========
Notes to Unaudited Condensed Financial Statements are an integral part of this
Statement.
AMERICAN CHURCH MORTGAGE COMPANY
Condensed Statements of Operations
- -----------------------------------------------------------------------------------------------------------------------------------
Three Months Ended
June 30, 2008 June 30, 2007
- -----------------------------------------------------------------------------------------------------------------------------------
(Unaudited) (Unaudited)
Revenues
Interest income loans $ 719,468 $ 754,765
Interest income other 193,144 210,649
Capital gains realized 469 3,159
Origination income 7,862 29,215
-------- -------
Total revenues 920,943 997,788
Operating expenses
Professional fees 57,539 33,432
Provision for losses on mortgage loans receivable - 31,865
Real estate held for sale impairment - 121,805
Costs associated with real estate held for sale 42,538 59,195
Director fees 1,200 1,000
Advisory fees 101,229 106,271
Amortization expense 52,750 34,782
Other 4,996 22,956
Total operating expenses 260,252 411,306
Operating Income 660,691 586,482
Other Expense
Interest expense 418,012 451,279
--------- --------
Net Income $ 242,679 $ 135,203
========= ========
Basic and Diluted Income Per Share $ 0.10 $ 0.05
========= =======
Dividends Declared Per Share $ 0.10 $ 0.03
========= ======
Weighted Average Shares Outstanding - Basic and Diluted 2,484,138 2,493,595
========= =========
Notes to Unaudited Condensed Financial Statements are an integral part of this
Statement.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with the instructions for interim statements and, therefore, do not include all
information and disclosures necessary for fair presentation of results of
operations, financial position, and changes in cash flow in conformity with
generally accepted accounting principles. However, in the opinion of management,
such statements reflect all adjustments (which include only normal recurring
adjustments) necessary for fair presentation of financial position, results of
operations, and cash flows for the period presented.
The unaudited condensed financial statements of the Company should be read in
conjunction with its December 31, 2007 audited financial statements included in
the Company's Annual Report on Form 10-KSB, as filed with the Securities and
Exchange Commission for the year ended December 31, 2007. Operating results for
the periods presented are not necessarily indicative of the results that may be
expected for the year ended December 31, 2008.
Nature of Business
American Church Mortgage Company, a Minnesota corporation, was incorporated on
May 27, 1994. The Company engages primarily in the business of making mortgage
loans to churches and other nonprofit religious organizations throughout the
United States, on terms established for individual organizations.
Accounting Estimates
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses. Actual results could differ from those estimates. The most
sensitive estimates relate to the allowance for mortgage loans and the valuation
of real estate held for sale and the bond portfolio. It is at least reasonably
possible that these estimates could change in the near term and that the effect
of the change, if any, may be material to the financial statements.
Cash and Equivalents
The Company considers all highly liquid debt instruments purchased with
maturities of three months or less to be cash equivalents.
The Company maintains accounts primarily at two financial institutions. At times
throughout the year, the Company's cash and equivalents balances may exceed
amounts insured by the Federal Deposit Insurance Corporation. Cash in money
market funds is not Federally insured. At June 30, 2008 and December 31, 2007,
such investments were $5,000. The Company has not experienced any losses in such
accounts.
8
Bond Portfolio
The Company accounts for the bond portfolio under Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities." The
Company classifies its bond portfolio as "available-for sale."
Available-for-sale bonds are carried at fair value. Although no ready public
market for these bonds exists, management believes the cost approximates fair
value, since the bonds are callable at any time by the issuer at par and the
bond portfolio yield is currently higher than interest rates on similar
instruments.
Allowance for Mortgage Loans Receivable
The Company records loans receivable at their estimated net realizable value,
which is the unpaid principal balance less the allowance for mortgage loans. The
Company's loan policy provides an allowance for estimated uncollectible loans
based on an evaluation of the current status of the loan portfolio. This policy
reserves for principal amounts outstanding on a particular loan if cumulative
interruptions occur in the normal payment schedule of a loan. The Company
reserves for the outstanding principal amount of a loan in the Company's
portfolio if the amount is in doubt of collection. Additionally, no interest
income is recognized on non-performing loans that are in the foreclosure
process. At December 31, 2007, the Company reserved approximately $72,000 for
fourteen mortgage loans, of which four were three or more mortgage payments in
arrears. Three of the loans are in the foreclosure process, of which one has
declared bankruptcy. At June 30, 2008, the Company reserved approximately
$68,000 for nine mortgage loans, of which three churches are three or more
mortgage payments in arrears and two churches are in the foreclosure process.
The total non-performing loans, which are loans that are in the foreclosure
process or are no longer performing, were approximately $621,000 and $1,156,000
at June 30, 2008 and December 31, 2007, respectively.
Real Estate Held for Sale
Foreclosure was completed on a church located in Battle Creek, Michigan. The
church congregation disbanded and the church property is currently unoccupied.
The Company owns and has taken possession of the church and has listed the
property for sale through a local realtor.
Foreclosure was also completed on a church located in Tyler, Texas. The church
congregation is now meeting in a different location and the church property is
currently unoccupied. The Company owns and has taken possession of the church
and has listed the property for sale through a local realtor.
A deed in lieu of foreclosure was received from a church located in Cleveland,
Ohio. The Company took possession of the church and listed the property for sale
through a local realtor. The sale of the property was completed on January 18,
2008. The property sold for approximately $215,000 and the Company received
proceeds of approximately $182,000 from the sale of the property after closing
costs and realtor fees. The Company realized a tax deductible loss on the
property totaling approximately $221,000.
9
Foreclosure was completed on a church located in Dayton, Ohio. The church
congregation is now meeting in a different location and the church property is
currently unoccupied. The Company took possession of the church and listed the
property for sale through a local realtor.
Foreclosure was also completed on a church located in Dallas, Texas. The Company
took possession of the property. The Company received an earnest money deposit
from a buyer who is currently in the process of obtaining a certificate of
occupancy. When the certificate of occupancy is obtained, the sale of the
property will be completed.
Foreclosure was also completed on a church located in Anderson, Indiana. The
Company took possession of the property in May 2008, and is currently preparing
the property to be listed for sale.
The Company recorded the real estate held for sale at fair value, which is net
of the expected expenses related to the sale of the real estate.
Carrying Value of Long-lived Assets
The Company tests long-lived assets or asset groups for recoverability when
events or changes in circumstances indicate that the carrying amount may not be
recoverable. Circumstances which could trigger a review include, but are not
limited to: significant decreases in the market price of the asset; significant
adverse changes in the business climate or legal factors; accumulation of costs
significantly in excess of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating losses combined
with a history of losses or a forecast of continuing losses associated with the
use of the asset; and current expectation that the asset will more likely than
not be sold or disposed significantly before the end of estimated useful life.
Recoverability is assessed based on the carrying amount of the asset and fair
value, which is generally determined based on the sum of the undiscounted cash
flows expected to result from the use and the eventual disposal of the asset, as
well as specific appraisal in certain instances. An impairment loss is
recognized when the carrying amount is not recoverable and exceeds fair value.
Revenue Recognition
Interest income on mortgage loans and the bond portfolio is recognized as
earned. Deferred income represents loan origination fees, which are recognized
over the life of the loan as an adjustment to the yield on the loan.
10
2. FAIR VALUE MEASUREMENT
Effective January 1, 2008, the Company adopted Statement of Financial Accounting
Standard No. 157, "Fair Value Measurements" (SFAS 157), as it applies to our
financial instruments, and Statement of Financial Accounting Standard No. 159,
"The Fair Value Option for Financial Assets and Financial Liabilities -
Including an amendment of FASB Statement No. 115" (SFAS 159). SFAS 157 defines
fair value, outlines a framework for measuring fair value, and details the
required disclosures about fair value measurements. SFAS 159 permits companies
to irrevocably choose to measure certain financial instruments and other items
at fair value. SFAS 159 also establishes presentation and disclosure
requirements designed to facilitate comparison between entities that choose
different measurement attributes for similar types of assets and liabilities.
Under SFAS 157, fair value is defined as the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date in the principal or most
advantageous market. SFAS 157 establishes a hierarchy in determining the fair
value of an asset or liability. The fair value hierarchy has three levels of
inputs, both observable and unobservable. SFAS 157 requires the utilization of
the lowest possible level of input to determine fair value. Level 1 inputs
include quoted market prices in an active market for identical assets or
liabilities. Level 2 inputs are market data, other than Level 1, that are
observable either directly or indirectly. Level 2 inputs include quoted market
prices for similar assets or liabilities, quoted market prices in an inactive
market, and other observable information that can be corroborated by market
data. Level 3 inputs are unobservable and corroborated by little or no market
data.
Except for the bond portfolio, which is required by authoritative accounting
guidance to be recorded at fair value in our Balance Sheets, the Company elected
not to record any other assets or liabilities at fair value, as permitted by
SFAS 159. No events occurred during the six months ended June 30, 2008 which
would require adjustment to the recognized balances of assets or liabilities
which are recorded at fair value on a nonrecurring basis.
The following table summarizes the Company's financial instruments that were
measured at fair value on a recurring basis at June 30, 2008.
Fair Value
Measurement
Fair Value Level 3
Bond portfolio $11,866,224 $11,866,224
=========== ==========
We determine the fair value of the bond portfolio shown in the table above by
using widely accepted valuation techniques including discounted cash flow
analysis on the expected cash flows of the bonds. The analysis reflects the
contractual terms of the bonds, which are callable by the issuer at any time,
including the period to maturity and the anticipated cash flows of the bonds and
uses observable market-based inputs.
11
The change in level 3 assets measured at fair value on a recurring basis is
summarized as follows at June 30, 2008:
Bond Portfolio
--------------------
Beginning balance January 1, 2008 $11,263,713
Purchases 626,825
Proceeds (24,314)
Unrealized gains 1,162,000
Callability provision (1,162,000)
-----------
Ending balance June 30, 2008 $11,866,224
===========
3. MORTGAGE LOANS AND BOND PORTFOLIO
At June 30, 2008, the Company had first mortgage loans receivable totaling
$33,064,695. The loans bear interest ranging from 7.50% to 12.00% at June 30,
2008 and December 31, 2007.
The Company also had a portfolio of secured church bonds at June 30, 2008. The
bonds pay either semi-annual or quarterly interest ranging from 4.50% to 12.00%.
The combined principal of $11,996,000 at June 30, 2008 is due at various
maturity dates between August 15, 2008 and February 15, 2039.
The contractual maturity schedule for mortgage loans and the bond portfolio as
of June 30, 2008, is as follows:
Mortgage Loans Bond Portfolio
July 1, 2008 through June 30, 2009 $ 960,546 $ 49,000
July 1, 2009 through December 31, 2009 374,727 36,000
2010 1,221,650 175,000
2011 857,467 525,000
2012 945,567 351,000
Thereafter 28,704,738 10,860,000
---------- ----------
33,064,695 11,996,000
Less loan loss and bond reserves (67,583) (100,000)
Less discount from par (29,776)
---------- ----------
Totals $32,997,112 $11,866,224
========== ==========
The Company currently owns $2,035,000 First Mortgage Bonds issued by St. Agnes
Missionary Baptist Church located in Houston, Texas. St. Agnes defaulted on its
payment obligations to bondholders. The church subsequently commenced a Chapter
11 bankruptcy reorganization proceeding regarding three properties in November
2007. The Company, along with all other
12
bondholders, has a superior lien over all other creditors. No accrual for
interest receivable from the bonds is recorded by the Company.
The Company reserved $100,000 for the bonds at June 30, 2008 and December 31,
2007.
4. SECURED INVESTOR CERTIFICATES
Secured investor certificates are collateralized by certain mortgage loans
receivable or secured church bonds of approximately the same value as the
certificates. The weighted average interest rate on the certificates was 6.34%
at June 30, 2008. The maturity schedule for the secured investor certificates at
June 30, 2008 is as follows:
Secured
Investor
Certificates
-----------------
July 1, 2008 through June 30, 2009 $ 2,278,000
July 1,2009 through December 31, 2009 2,927,000
2010 1,145,000
2011 705,000
2012 1,167,000
Thereafter 13,978,000
-----------
Totals $22,200,000
==========
Interest expense related to these certificates was approximately $764,000 and
$863,000 for the six months ended June 30, 2008 and 2007, respectively.
5. TRANSACTIONS WITH AFFILIATES
The Company has an Advisory Agreement with Church Loan Advisors, Inc.,
Minnetonka, Minnesota ("Advisor"). The Advisor is responsible for the day-to-day
operations of the Company and provides office space, administrative services and
personnel. The Advisor and the Company are related through common ownership and
common management. The Company paid Advisor management and origination fees of
approximately $198,000 and $213,000 for the six months ended June 30, 2008 and
2007, respectively.
13
6. FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value of the Company's financial instruments, none of which
are held for trading purposes, are as follows at June 30, 2008 and December 31,
2007:
June 30, 2008 December 31, 2007
------------------------------------------------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------------------------------------------------------------------
Cash and equivalents $ 442,195 $ 442,195 $ 285,118 $ 285,118
Accounts receivable 76,617 76,617 112,546 112,546
Interest receivable 151,700 151,700 151,105 151,105
Mortgage loans receivable 32,997,112 39,065,522 33,968,927 33,968,927
Bond portfolio 11,866,224 11,866,224 11,263,713 11,263,713
Secured investor certificates 22,200,000 22,200,000 22,831,000 22,831,000
At June 30, 2008, the fair value of the mortgage loan portfolio is greater than
the carrying value as the portfolio is currently yielding a higher rate than
similar mortgages with similar terms for borrowers with similar credit quality.
The carrying value of the bond portfolio approximates amortized cost since our
bonds are callable at any time by the issuer at par and the bond portfolio yield
is currently higher than interest rates on similar instruments.
The carrying value of the secured investor certificates approximates fair value
because the interest rates at which the certificates have been sold have not
changed significantly.
7. LINE OF CREDIT
The Company has a $15 million revolving credit facility with KeyBank National
Association. There were balances of $3,950,000 and $3,350,000 outstanding at
June 30, 2008 and December 31, 2007 respectively. Interest is charged at the
LIBOR rate plus an applicable margin, which was 1.50% at June 30, 2008 which
totaled 4.44%. The applicable margin is indexed based upon the Company's
financial performance. The revolving credit facility is secured by a first
priority security interest in substantially all of the Company's assets other
than collateral pledged to secure the Company's Series "A" and Series "B"
secured investor certificates. The Company obtained amendments to its
non-performing assets ratio covenant allowing an increase to this ratio,
ultimately amending it through December 30, 2008. In addition, the Company was
out of compliance with the cash flow coverage ratio covenant at June 30, 2008.
The Company is in the process of obtaining a new line of credit from another
borrower. If the Company does not obtain a new line of credit, the interest rate
on the line may increase an additional 2.00% over the current rate of LIBOR plus
1.50%.
14
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
- --------------------------------------------------------------------------------
AMERICAN CHURCH MORTGAGE COMPANY
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
Certain statements contained in this section and elsewhere in this Form
10-Q constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve a number of known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, but are not
limited to, (i) trends affecting our financial condition or results of
operations; (ii) our business and growth strategies; (iii) the mortgage loan
industry and the status of religious organizations; (iv) our financing plans;
and other risks detailed in the Company's other periodic reports filed with the
Securities and Exchange Commission. The words "believe", "expect", "anticipate",
"may", "plan", "should", and similar expressions identify forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date the statements were
made and are not guarantees of future performance.
Plan of Operation
We were founded in May 1994 and began a "best efforts" offering of our
common stock on July 11, 1995, and commenced active business operations on April
15, 1996 after completion of the "Minimum Amount" in our initial public
offering.
We have completed four public offerings of common stock, the last of which
also included debt securities. We completed a public offering of debt securities
on October 7, 2006. We sold $14,860,000 Series "B" secured investor certificates
of the $23,000,000 offered.
We currently have seventy-four first mortgage loans aggregating $33,064,694
in principal amount and a first mortgage bond portfolio with face values
aggregating $11,996,000. Funding of additional first mortgage loans and purchase
of first mortgage bonds issued by churches is expected to continue on an
on-going basis as more investable assets become available through (i) future
public offerings; (ii) prepayment and repayment at maturity of existing loans
and bonds; and (iii) borrowed funds.
Results of Operations
Net income for the Company's six month periods ended June 30, 2008 and 2007
was approximately $362,000 and $501,000 on total revenues of approximately
$1,845,000 and $2,066,000, respectively. Interest income earned on our portfolio
of loans was approximately $1,443,000 and $1,589,000 for the six month periods
ended June 30, 2008 and 2007, respectively. As of June 30, 2008 the Company's
loans receivable have interest rates ranging from 7.50% to 12.00%, with an
average, principal-adjusted interest rate of 8.80%. The Company's bond portfolio
has an average current yield of 7.68% as of June 30, 2008. All loans we have
made as of June 30, 2008 range in interest rate charged to borrowers from 7.50%
to 12.00%. As of June 30, 2007, the average, principal-adjusted interest rate on
the Company's portfolio of loans was 8.79% and the Company's portfolio of bonds
had an average current yield of 7.51%. The decrease in interest income was
largely due to the repayment of mortgage loans without new loans issued and the
decline in interest rates throughout the later part of 2007. Interest expense
was approximately $855,000 and $904,000 for the six month periods ended June 30,
2008 and 2007, respectively. The
15
decrease in interest was due to the maturity of secured investor certificates
and the decline in the interest rate on our line of credit.
Net income for the Company's three month periods ended June 30, 2008 and
2007 was approximately $243,000 and $135,000 on total revenues of approximately
$921,000 and $998,000. Interest income earned on our portfolio of loans was
approximately $719,000 and $755,000 for the three month periods ended June 30,
2008 and 2007, respectively. The decrease in 2008 was due primarily to the
repayment of mortgage loans without new loans issued. Interest expense was
approximately $418,000 and $451,000 for the three month periods ended June 30,
2008 and 2007, respectively. The decrease in 2008 was due to the maturation of
secured investor certificates.
One mortgage loan was paid in full during the first half of 2008. We did
not fund any new loans during the first half of 2008 due to the lack of
qualified borrowers. This reduced taxable income since no new origination income
was generated. There were no material changes in nonperforming loans and we had
one foreclosure occur during the first half of 2008. We sold one property we had
listed for sale during the six months ended June 30, 2008 and recorded an
impairment charge of $93,000 for another property. The impairment charge was due
to a reduction in the listing price of one of our properties we currently own
and have listed for sale.
We currently own $2,035,000 first mortgage bonds issued by St. Agnes
Missionary Baptist Church, which is located in Houston, Texas. St. Agnes has
defaulted on its payment obligation to bondholders. The church subsequently
declared Chapter Eleven (11) bankruptcy on its three properties in November
2007. The Company, along with all other bondholders, has a superior lien over
all other creditors. Since September 30, 2007, the Company has not recorded an
accrual for interest from these bonds.
The church has listed all three of its properties for sale for an aggregate
price of approximately $19,167,000. The bondholders are currently owed
approximately $13,027,000 excluding any accrued interest, fees or expenses.
Herring Bank, Amarillo, Texas, is trustee for the first mortgage bondholders.
Herring Bank and its legal counsel are monitoring the bankruptcy process and
will advise the bondholders of the church's re-organization plan once it is made
available. The Company has reserved $100,000 for the bonds at June 30, 2008.
When additional information regarding the Church's reorganization plan is
provided, the Company will determine whether an additional valuation adjustment
for the bond investment should be recorded.
St. Agnes Missionary Baptist Church has yet to submit a viable
reorganization plan to the Bankruptcy Court. However, St. Agnes has been making
maintenance payments to the trustee as agreed to with the Bankruptcy Court.
We have elected to operate as a real estate investment trust, therefore we
distribute to shareholders at least 90% of "Taxable Income." The dividends
declared and paid to shareholders for the six months ended June 30, 2008 may
include cash from origination fees even though they are not recognized in their
entirety for the period under generally accepted accounting principles in the
United States. We earned origination fees of approximately $21,000 and $68,000
for the six months ended June 30, 2008 and 2007, respectively.
Operating expenses for the six months ended June 30, 2008 decreased to
approximately $629,000 from $662,000 at June 30, 2007. The change relates to
decreases in impairment charges for real estate held for sale of approximately
$69,000 and our Advisory fee of approximately $15,000. The decreases were
partially offset by increases in professional fees of approximately $45,000,
costs associated with real estate held for sale of approximately $27,000, and
amortization expense of approximately $17,000.
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Our Board of Directors declared dividends of $.10 for each share held of
record on June 30, 2008. The dividend, which was paid July 31, 2008, represents
a 4.00% annual rate of return on each share of common stock owned and purchased
for $10 per share. Our liabilities at June 30, 2008 are primarily comprised of:
dividends declared as of June 30, 2008 but not yet paid; accounts payable; our
line of credit balance; deferred income; and our secured investor certificates.
Liquidity and Capital Resources
We generate revenue through implementation of our business plan of making
mortgage loans to churches and other non-profit religious organizations. Our
revenue is derived principally from interest income, and secondarily,
origination fees and renewal fees generated by mortgage loans we make. We also
earn income through interest on funds that are invested pending their use in
funding mortgage loans and on income generated on church bonds. Our principal
expenses are advisory fees, legal and accounting fees, interest payments on
secured investor certificates and our line of credit.
Our future capital needs are expected to be met by (i) additional sale of
our shares and issuance of debt securities to the public (ii) prepayment,
repayment at maturity, and renewal of mortgage loans we make, and (iii) borrowed
funds. We believe that the "rolling" effect of mortgage loans maturing will
provide a supplemental source of capital to fund our business operations in
future years. Nevertheless, we believe that it may be desirable, if not
necessary, to sell additional shares of common stock and to issue debt
securities, in order to enhance our capacity to make mortgage loans on a
continuous basis. There can be no assurance we will be able to raise additional
capital on terms acceptable for such purposes.
The Company entered into a three-year, adjustable rate, $15 million
revolving credit facility with KeyBank National Association. Interest is charged
at LIBOR plus an applicable margin, which was 1.50% at June 30, 2008, totaling
4.44% at June 30, 2008. The applicable margin is indexed based upon the
Company's financial performance. The revolving credit facility is secured by a
first priority security interest in substantially all of the Company's assets
other than collateral pledged to secure the Company's Series "A" and Series "B"
secured investor certificates. We had an outstanding balance of $3,950,000 on
our line of credit as of June 30, 2008.
At both December 12, 2007 and April 30, 2008, we obtained waivers of and
amendments to the provisions of the Company's Credit Agreement related to the
non-performing assets ratio covenant allowing an increase to this ratio,
ultimately amending it through December 30, 2008. In addition, the Company was
out of compliance with the cash flow coverage ratio covenant at June 30, 2008.
The Company is in the process of obtaining a new line of credit from another
borrower. If we are unsuccessful in obtaining a new line of credit from another
borrower, we may be subject to an increase in our applicable margin rate up to
2.00% over our current rate of 1.50%.
During the six months ended June 30, 2008, our total assets decreased by
approximately $247,000 due to a decrease in mortgage loans receivable resulting
from payments. Current liabilities increased by approximately $723,000 for the
six months ended June 30, 2008 due to increases in current maturities of our
secured investor certificates and our line of credit balance. Non-current
liabilities decreased by approximately $721,000 for the six months ended June
30, 2008 due to the maturation of secured investor certificates and a decrease
in deferred income.
For the six months ended June 30, 2008, cash from operating activities
decreased to approximately $542,000 from $768,000 from the comparative period
ended June 30, 2007, due to the decrease in interest income on mortgage loans
and origination fee income. In addition, the Company had increased costs
associated with real estate held for sale.
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For the six months ended June 30, 2008, cash used for investing activities
was approximately $42,000 compared to cash provided by investing activities of
approximately $750,000 from the comparative six months ended June 30, 2007, due
to a decrease in activity in mortgage loans and bonds. The Company is receiving
proceeds on mortgage loans and bonds faster than it is investing such amounts.
For the six months ended June 30, 2008, cash used for financing activities
decreased to approximately $343,000 from $1,715,000 for the comparative six
months ended June 30, 2007, primarily due to an increase in proceeds from our
line of credit and a decrease in payments on maturities of our secured investor
certificates.
Critical Accounting Estimates
Preparation of our financial statements requires estimates and judgments to
be made that affect the amounts of assets, liabilities, revenues and expenses
reported. Such decisions include the selection of the appropriate accounting
principles to be applied and the assumptions on which to base accounting
estimates. We evaluate these estimates based on assumptions we believe to be
reasonable under the circumstances.
The difficulty in applying these policies arises from the assumptions,
estimates and judgments that have to be made currently about matters that are
inherently uncertain, such as future economic conditions, operating results and
valuations, as well as management intentions. As the difficulty increases, the
level of precision decreases, meaning that actual results can and probably will
be different from those currently estimated.
Of our significant accounting policies, described in the notes to our
financial statements included herewith, we believe that the estimation of fair
value of our mortgage loans receivable, bond portfolio and real estate held for
sale involve a high degree of judgment. We estimate the fair value of our
mortgage loans receivable based on the average interest rate for special purpose
commercial mortgage rates extracted from the most recent edition of
www.RealtyRates.com. The carrying value of the bond portfolio approximates
amortized cost since our bonds are callable at any time by the issuer at par and
the bond portfolio yield is currently higher that interest rates on similar
instruments. We do consider the interest rate or the yield rate of a loan or
bond in estimating fair value. We do not consider the availability of a market
for a loan in estimating fair value. The value of real estate held for sale is
based on management's estimate, real estate appraisals and similar property
market comparisons.
Our loan loss policy results in reserves based on a percentage of the
principal amount outstanding on a loan if cumulative interruptions occur in the
normal payment schedule of a loan. The amount reserved under our loan loss
policy ranges from 1% to 5% of the outstanding principal amount of the loan,
depending on the number of payments that are delinquent. Management reviews the
amount reserved on payments that are in arrears on an ongoing basis and may
increase the amount reserved to adequately reflect the amount that is believed
to be collectible.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
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Items 4T. Controls and Procedures
Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the
participation of the Company's management, including the Chief Executive Officer
("CEO")/Chief Financial Officer ("CFO"), of the effectiveness of the Company's
disclosure controls and procedures as of the end of the quarter ended June 30,
2008. Based on that evaluation, the CEO/CFO concluded that the Company's
disclosure controls and procedures were not effective to provide reasonable
assurance that information required to be disclosed by the Company in reports
that it files or submits under the Securities and Exchange Commission is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms and that information
required to be disclosed in reports that we file or submit under the Exchange
Act is accumulated and communicated to our management, including our CEO/CFO, to
allow timely decisions regarding required disclosure.
Changes In Internal Controls Over Financial Reporting
During the six months ended June 30, 2008, there were no changes in the
Company's internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, its internal control
over financial reporting.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
- --------------------------
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
- --------------------------------------------------------------------
None.
Item 3. Defaults Upon Senior Securities.
- -----------------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
Our annual meeting of shareholders was held on July 16, 2008. We
requested our shareholders to vote on:
(i) Election of four (4) directors to hold office until the next annual meeting
of shareholders and until their successors have been duly elected and
qualified.
(ii) Approval of an amendment to our Church Lending Guidelines, pursuant to
Section 3.20 of our Bylaws, regarding financial statements from our
borrowers. This change allows us, at our option, to employ a qualified
accountant. The qualified accountant we employ would be required to be
independent of the borrower. Our employed qualified accountant would not be
independent of us. Complied financial statements of the borrower are
acceptable from our employed qualified accountant. Along with the complied
financial statements of the borrower, our employed qualified accountant
would perform partial and targeted review examination procedures for
borrowers. On
19
loans in excess of $500,000 we may require partial and targeted audit
examination procedures for borrowers.
(iii) Ratification of the appointment of Boulay, Heutmaker, Zibell & Co.,
P.L.L.P. as our independent registered public accounting firm for the year
ending December 31, 2008.
All of our directors were re-elected, the amendment was approved and
Boulay, Heutmaker, Zibell & Co., P.L.L.P. was appointed as our independent
registered public accounting firm for the year ending December 31, 2008. There
were no broker non-votes for any of the proposals.
Final Proxy Votes for Annual Meeting Held Wednesday July 16, 2008
Proposal #1 Election of Directors
For Percentage Withheld Percentage Total Shares Voted
Philip J. Myers 1,334,000 53.50% 59,535 2.39% 1,393,535
Kirbyjon H. Caldwell 1,342,360 53.83% 51,175 2.05% 1,393,535
Dennis J. Doyle 1,347,731 54.05% 45,804 1.84% 1,393,535
Michael G. Holmquist 1,342,994 53.86% 50,541 2.03% 1,393,535
Proposal #2 Amendment to our Church Lending Guidelines
For Percentage Against Percentage Abstain Percentage Total Shares Voted
1,274,578 51.11% 36,360 1.46% 82,597 3.31% 1,393,535
Proposal #3 Proposal to ratify the appointment of Boulay, Heutmaker, Zibell & Co., P.L.L.P. as the Independent
Auditors of the Corporation for the Year Ended December 31, 2008
For Percentage Against Percentage Abstain Percentage Total Shares Voted
1,308,561 52.48% 26,867 1.08% 58,107 2.33% 1,393,535
Percentage that voted: 55.88%
Outstanding voteable 2,493,595
shares:
Item 5. Other Information.
- --------------------------
None.
Item 6. Exhibits
Exhibit
Number Title of Document
31.1 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: August 14, 2008
AMERICAN CHURCH MORTGAGE COMPANY
By: /s/ Philip J. Myers
--------------------------------
Philip J. Myers
Chief Executive Officer and Chief Financial Officer
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