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EX-31.2 - MINISTRY PARTNERS INVESTMENT COMPANY, LLCex31-2.htm
EX-32.2 - MINISTRY PARTNERS INVESTMENT COMPANY, LLCex32-2.htm
EX-32.1 - MINISTRY PARTNERS INVESTMENT COMPANY, LLCex32-1.htm
EX-31.1 - MINISTRY PARTNERS INVESTMENT COMPANY, LLCex31-1.htm


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 March 31, 2011
 
OR
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the period from _____ to _____

333-4028la
(Commission file No.)
 
MINISTRY PARTNERS INVESTMENT COMPANY, LLC
(Exact name of registrant as specified in its charter)
 
CALIFORNIA
(State or other jurisdiction of incorporation or organization
26-3959348
 (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 o.
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes    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 filer.  See the definitions of  “accelerated filer, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
 
 Large accelerated filer o
 Accelerated filer o
 Non-accelerated filer o
Smaller reporting company filer þ

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

At March 31, 2011, 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, 2010.
 
 
 

 
MINISTRY PARTNERS INVESTMENT COMPANY, LLC

FORM 10-Q

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Page
   
Item 1.  Consolidated Financial Statements
 
   
Consolidated Balance Sheets at March 31, 2011 and December 31, 2010
F-1
   
Consolidated Statements of Operations for the three months ended March 31, 2011 and 2010
F-2
   
Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010
F-3
   
Notes to Consolidated Financial Statements
F-4
   
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
3
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk
6
   
Item 4.  Controls and Procedures
7
   
PART II — OTHER INFORMATION
 
   
Item 1.  Legal Proceedings
7
Item 1A.  Risk Factors
7
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
7
Item 3.  Defaults Upon Senior Securities
7
Item 4.  Submission of Matters to a Vote of Security Holders
7
Item 5.  Other Information
7
Item 6.  Exhibits
8
   
SIGNATURES
8
   
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 Financial and 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
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2011 AND DECEMBER 31, 2010
 (Dollars in Thousands Except Unit Data)

   
2011
(Unaudited)
   
2010
(Audited)
 
Assets:
           
Cash
  $ 8,766     $ 7,078  
Loans receivable, net of allowance for loan losses of $4,079 and $3,997 as of March 31, 2011 and December 31, 2010, respectively
    183,005       187,005  
Accrued interest receivable
    781       742  
Property and equipment, net
    373       400  
Debt issuance costs
    235       279  
Other assets
    251       114  
Total assets
  $ 193,411     $ 195,618  
Liabilities and members’ equity
               
Liabilities:
               
Borrowings from financial institutions
  $ 118,465     $ 121,809  
Notes payable
    63,463       62,103  
Accrued interest payable
    347       355  
Other liabilities
    536       489  
Total liabilities
    182,811       184,756  
Members' Equity:
               
Series A preferred units, 1,000,000 units authorized, 117,600 units issued and outstanding at March 31, 2011 and December 31, 2010 (liquidation preference of $100 per unit)
      11,760         11,760  
Class A common units, 1,000,000 units authorized, 146,522 units issued and
outstanding at March 31, 2011 and December 31, 2010                                                                                                        1,509
    1,509       1,509  
Accumulated deficit
    (2,633 )     (2,327 )
Accumulated other comprehensive loss
    (36 )     (80 )
Total members' equity
    10,600       10,862  
Total liabilities and members' equity
  $ 193,411     $ 195,618  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-1

 
 MINISTRY PARTNERS INVESTMENT COMPANY, LLC
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in Thousands)
   
Three months ended
March 31,
 
   
 
 2011
   
 
2010
 
Interest income:
           
Interest on loans
  $ 2,795     $ 2,942  
Interest on interest-bearing accounts
    20       38  
Total interest income
    2,815       2,980  
Interest expense:
               
Borrowings from financial institutions
    1,274       1,326  
Notes payable
    660       727  
Total interest expense
    1,934       2,053  
Net interest income
    881       927  
Provision for loan losses
    100       97  
Net interest income after provision for loan losses
    781       830  
Non-interest income
    2       57  
Non-interest expenses:
               
Salaries and benefits
    367       359  
Marketing and promotion
    35       2  
Office operations
    360       226  
Legal and accounting
    218       181  
Total non-interest expenses
    980       768  
Income (loss) before provision for income taxes
 
 
    (197 )     119  
Provision for income taxes
    4       2  
Net income (loss)
  $ (201 )   $ 117  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-2

 
MINISTRY PARTNERS INVESTMENT COMPANY, LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010
(Dollars in Thousands)
 
   
2011
   
2010
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income (loss)
  $ (201 )   $ 117  
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
               
Depreciation
    30       12  
Amortization of deferred loan fees
    (43 )     (18 )
Amortization of debt issuance costs
    44       54  
Provision for loan losses
    100       97  
Accretion of allowance for loan losses on restructured loans
    (18 )     --  
Accretion of loan discount
    (4 )     --  
Changes in:
               
Accrued interest receivable
    (39 )     69  
Other assets
    (115 )     (229 )
Other liabilities and accrued interest payable
    38       54  
Net cash provided (used) by operating activities
    (208 )     156  
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Loan purchases
    --       (204 )
Loan originations
    (23 )     (90 )
Loan sales
    1,610       --  
Loan principal collections, net
    2,375       1,639  
Purchase of property and equipment
    (3 )     (42 )
Net cash provided by investing activities
    3,959       1,303  
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Net change in borrowings from financial institutions
    (3,344 )     (550 )
Net changes in notes payable
    1,360       1,401  
Debt issuance costs
    --       (22 )
Dividends paid on preferred units
    (79 )     (86 )
Net cash provided (used) by financing activities
    (2,063 )     743  
Net increase in cash
  $ 1,688     $ 2,202  
Cash at beginning of period
    7,078       9,980  
Cash at end of period
  $ 8,766     $ 12,182  
Supplemental disclosures of cash flow information
               
     Interest paid
  $ 1,942     $ 1,868  
                 
     Change in value of market cap
    --       (53 )
 
The accompanying notes are an integral part of these consolidated financial statements.
  
 
F-3

 
MINISTRY PARTNERS INVESTMENT COMPANY, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
The accounting and financial reporting policies of MINISTRY PARTNERS INVESTMENT COMPANY, LLC (the “Company”, “we”, or “our”) and our wholly-owned subsidiaries, Ministry Partners Funding, LLC, MP Realty Services, Inc., and Ministry Partners Securities, LLC, 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 our accounting policies is included in our 2010 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 March 31, 2011 and for the three months ended March 31, 2011 and 2010 have been made.
 
Certain information and footnote 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 March 31, 2011 and 2010 are not necessarily indicative of the results for the full year.
 
1.  Summary of Significant Accounting Policies
 
Nature of Business
 
Ministry Partners Investment Company, LLC (the “Company”) was incorporated in California in 1991 as a C corporation and converted to a limited liability company on December 31, 2008.  The Company is owned by a group of 13 federal and state chartered credit unions, none of which owns a majority of the voting equity units of the Company.  Two of the credit unions own only preferred units while the others own both common and preferred units.  Offices of the Company are located in Brea, California.  The Company provides funds for real property secured loans for the benefit of evangelical churches and church organizations.  The Company funds its operations primarily through the sale of debt and equity securities and through other borrowings.  Most of the Company’s loans are purchased from its largest equity investor, the Evangelical Christian Credit Union (“ECCU”), of Brea, California. The Company also originates church and ministry loans independently. Nearly all of the Company’s business and operations currently are conducted in California and its mortgage loan investments cover approximately 33 states, with the largest number of loans made to California borrowers.

In 2007 the Company created a wholly-owned special purpose subsidiary, Ministry Partners Funding, LLC (“MPF”), for the purpose of warehousing church and ministry mortgages purchased from ECCU or originated by the Company for later securitization.  MPF’s loan purchasing activity continued through early 2010, after which its operations ceased and its assets, including loans, were transferred to the Company.  MPF has no liabilities and is currently inactive.. The Company closed down active operations of MPF effective as of December 31, 2009 but intends to maintain MPF’s existence as a Delaware limited liability company for possible future use as a financing vehicle to effect securitized debt transactions.  MPF did not securitize any of its loans.

On November 13, 2009, the Company formed a wholly-owned subsidiary, MP Realty Services, Inc., a California corporation (“MP Realty”).  MP Realty provides loan brokerage and other real estate services to churches and ministries in connection with the Company’s mortgage financing activities. On February 23, 2010, the California Department of Real Estate issued MP Realty a license to operate as a corporate real estate broker.

On April 26, 2010, we formed Ministry Partners Securities, LLC, a Delaware limited liability company (“MP Securities”).  On July 6, 2010, MP Securities became a registered broker dealer firm under Section 15 of the Securities Exchange Act of 1934.  Effective as of February 14, 2011, MP Securities’ application for membership in the Financial Industry Regulatory Authority (“FINRA”) was approved.  MP Securities has been formed to provide financing solutions for churches, charitable institutions and faith-based organizations and act as a selling agent for securities offered by such entities. Once we complete the necessary action steps to commence its operations, MP Securities will also act as a selling agent for our debt securities and provide securities brokerage services to other credit unions and credit union service organizations and the customers and institutions they serve.

 
F-4

 
Conversion to LLC

Effective as of December 31, 2008, the Company has 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, the Company is managed by a group of managers that provides oversight of the affairs and carries out their duties similar to the role and function that the Board of Directors performed under the previous bylaws.  Operating like a Board of Directors, the managers have full, exclusive and complete discretion, power and authority to oversee the management of Company affairs.  Instead of Articles of Incorporation and Bylaws, management structure and governance procedures are now governed by the provisions of an Operating Agreement that has been entered into by and between the Company’s managers and members.

Principles of Consolidation

The consolidated financial statements include the accounts of Ministry Partners Investment Company, LLC and its wholly-owned subsidiaries, MPF, MP Realty and MP Securities.  All significant inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The allowance for loan losses represents a significant estimate by management.

Loans Receivable

Loans that management has the intent and ability to hold for the foreseeable future are reported at their outstanding unpaid principal balance adjusted for an allowance for loan losses, deferred loan fees and costs, and loan discounts. Interest income on loans is accrued on a daily basis using the interest method. Loan origination fees and costs are deferred and recognized as an adjustment to the related loan yield using the straight-line method, which results in an amortization that is materially the same as the interest method.  Accrued and unpaid interest associated with a restructured loan is added to the loan balance and accounted for as a discount offsetting the loan balance.  Loan discounts are accreted to interest income over the restructured term of the loans using the straight-line method, which approximates the interest method.

The accrual of interest is discontinued at the time the loan is 90 days past due.  Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income. The interest on these loans is accounted for on the cash basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses

The Company sets aside an allowance or reserve for loan losses through charges to earnings, which are shown in the Company’s Consolidated Statements of Operations as the provision for loan losses.  Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

 
F-5

 
The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of general and specific components. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors.  The specific component relates to loans that are classified as impaired.  For such loans, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement.  Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting future scheduled principal and interest payments when due.  Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed.  Impairment is measured on a loan-by-loan basis by either 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.  Loans for which the terms have been modified and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings and are classified as impaired.  Troubled debt restructurings are measured at the present value of estimated future cash flows using the loan’s effective rate at inception.

In addition, the Company segregates the loan portfolio into portfolio classes for purposes of evaluating the allowance for loan losses. A portfolio class is defined as the level at which the Company develops and documents a systematic method for determining its allowance for loan losses. The portfolio classes are segregated based on loan types and the underlying risk factors present in each loan type. Such risk factors are periodically reviewed by management and revised as deemed appropriate.

Our loan portfolio consists of the following classes:

Wholly-Owned First Collateral Position. This portfolio class consists of the wholly owned loans for which the Company possesses a senior lien on the collateral underlying the loan.

Wholly-Owned Junior Collateral Position. This portfolio class consists of the wholly owned loans for which the Company possesses a lien on the underlying collateral that is superseded by another lien on the same collateral.  This segment also contains any loans that are not secured by any collateral.  These loans present more credit risk than loans for which the Company possesses a senior lien due to the increased risk of loss should the loan enter foreclosure.

Participations First Collateral Position. This portfolio class consists of the participated loans for which the Company possesses a senior lien on the collateral underlying the loan. Loan participations present  more credit risk than wholly owned loans because the Company does not maintain full control over the disposition and direction of actions regarding the management and collection of the loans.  The lead lender directs most servicing and collection activities, and major actions 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.  This portfolio class consists of the participated loans 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 more credit risk than wholly owned loans and participated loans 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.

 
F-6

 
Credit Quality Indicators

The Company’s policies provide for the classification of loans that are considered to be of lesser quality as watch, substandard, doubtful, or loss assets. An asset is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those assets characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all of the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable, based on currently existing facts, conditions and values. Assets (or portions of assets) classified as loss are those considered uncollectible and of such little value that their continuance as assets is not warranted. Assets that do not expose the Company to risk sufficient to warrant classification in one of the aforementioned categories, but which possess potential weaknesses that deserve close attention, are designated as watch.

Interest Rate Swaps and Caps

For asset/liability management purposes, the Company uses interest rate swaps and caps to hedge various exposures or to modify interest rate characteristics of various balance sheet accounts.  Interest rate swaps are contracts in which a series of interest rate flows are exchanged over a prescribed period.  Interest rate caps are option contracts that protect the Company from increases in short-term interest rates by entitling the Company to receive a payment when an underlying interest rate exceeds a specified strike rate.  The notional amount on which the interest payments are based is not exchanged.  These agreements are derivative instruments that convert a portion of the Company’s variable rate debt and variable rate preferred units to a fixed rate (cash flow hedges).

The effective portion of the gain or loss on a derivative designated and qualifying as a cash flow hedging instrument is initially reported as a component of other comprehensive income and subsequently reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.  The ineffective portion of the gain or loss on the derivative instrument, if any, is recognized currently in earnings.

For cash flow hedges, the net settlement (upon close-out or termination) that offsets changes in the value of the hedged debt is deferred and amortized into net interest income over the life of the hedged debt.  The portion, if any, of the net settlement amount that did not offset changes in the value of the hedged asset or liability is recognized immediately in non-interest income.

Interest rate derivative financial instruments receive hedge accounting treatment only if they are designated as a hedge and are expected to be, and are, effective in substantially reducing interest rate risk arising from the assets and liabilities identified as exposing the Company to risk.  Those derivative financial instruments that do not meet specified hedging criteria would be recorded at fair value with changes in fair value recorded in income.  If periodic assessment indicates derivatives no longer provide an effective hedge, the derivative contracts would be closed out and settled, or classified as a trading activity.

Cash flows resulting from the derivative financial instruments that are accounted for as hedges of assets and liabilities are classified in the cash flow statement in the same category as the cash flows of the items being hedged.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to have been surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

The Company, from time to time, sells participation interests in loans. In order to recognize the transfer of a portion of a financial asset as a sale, the transferred portion and any portion that continues to be held by the transferor must represent a participating interest, and the transfer of the participating interest must meet the conditions for surrender of control. To qualify as a participating interest (i) each portion of a financial asset must represent a proportionate ownership interest in an entire financial asset, (ii) 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 share of ownership, (iii) the transfer must not involve recourse (other than standard representation and warranties) to, or subordination by, any participating interest holder, and (iv) no party has the right to pledge or exchange the entire financial asset. If the participating interest or surrender of control criteria are not met, the transaction is accounted for as a secured borrowing arrangement. 

 
F-7

 
Property and Equipment

Furniture, fixtures, and equipment are stated at cost, less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which range from three to five years.

Debt Issuance Costs

Debt issuance costs are related to borrowings from financial institutions as well as public offerings of unsecured notes, and are amortized into interest expense over the contractual terms of the debt.

Income Taxes

Effective December 31, 2008, the Company converted from a C corporation to a California limited liability company (LLC). As a result, the stockholders of the Company became members of the LLC on the conversion date. The LLC is treated as a partnership for income tax purposes; therefore, the Company is no longer a tax-paying entity for federal or state income tax purposes, and thus no federal or state income tax is recorded in its financial statements after the date of conversion. Income and expenses of the Company are passed through to the members of the LLC for tax reporting purposes. The Company is subject to a California gross receipts fee of approximately $12,000 per year for years ending on and after December 31, 2009.  The Company’s subsidiaries are LLCs except for MP Realty, which is organized and operated as a California corporation.  MP Realty incurred a tax loss for the year ended December 31, 2010 and recorded no provision for income taxes.

Although the Company is no longer a federal or state income tax-paying entity beginning in 2010, it is nonetheless subject to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 740, Income Taxes, for all “open” tax periods for which the statute of limitations has not yet run.  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. Benefits from tax positions are recognized in the 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. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met.

Comprehensive Income (Loss)

Accounting principles generally accepted in the United States of America require that recognized revenue, expenses, gains and losses be included in net income (loss).  Although certain changes in assets and liabilities, such as derivatives classified as cash flow hedges, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income (loss).  Changes in the value of derivatives classified as cash flow hedges are included in interest expense as a yield adjustment in the same period in which the related interest on the hedged item affects earnings.

Employee Benefit Plan

Contributions to the qualified employee retirement plan are recorded as compensation cost in the period incurred.

 
F-8

 
Recent Accounting Pronouncements
 
In January 2011, the FASB issued (ASU) 2011-01 Receivables (Topic 310) Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20. This Update temporarily delays the effective date of the disclosures about troubled debt restructurings in Update 2010-20 for public entities. The amendments in this Update delay the effective date of the new disclosures about troubled debt restructurings for public entities and the coordination of the guidance for determining what constitutes a troubled debt restructuring until interim and annual periods ending after June 15, 2011. No significant impact to amounts reported in the consolidated financial position or results of operations are expected from the adoption of ASU 2011-01.

2.  Related Party Transactions
 
We maintain most of our cash funds at ECCU, our largest equity investor. Total funds held with ECCU were $7.6 million and $5.6 million at March 31, 2011 and December 31, 2010, respectively. Interest earned on funds held with ECCU totaled $19.7 thousand and $35.5 thousand for the three months ended March 31, 2011 and 2010, respectively.
 
We lease physical facilities and purchase other services from ECCU pursuant to a written lease and services agreement. Charges of $27.3 thousand and $48.2 thousand for the three months ended March 31, 2011 and 2010, respectively, were incurred for these services and are included in office operations expense. The method used to arrive at the periodic charge is based on the fair market value of services provided.  We believe that this method is reasonable.
 
In accordance with a mortgage loan purchase agreement entered into by and between us and ECCU and a mortgage loan purchase agreement entered into by and between MPF and ECCU, we purchased $12.0 thousand and $203.9 thousand of loans from ECCU during the three months ended March 31, 2011 and 2010, respectively.  With regards to loans purchased from ECCU, we recognized $2.0 million and $2.6 million of interest income on loans purchased from ECCU during the three months ended March 31, 2011 and 2010, respectively.  ECCU currently acts as the servicer for 125 of our 141 loans.  We paid loan fees to ECCU of $7.4 thousand during the three months ended March 31, 2010.  We accrued but did not pay any loan servicing fees to ECCU during the three months ended March 31, 2011.  There are no loans held by MPF as of March 31, 2011.

From time to time, we or our wholly-owned subsidiary, MPF, have sold our mortgage loan investments to ECCU in isolated sales for short term liquidity purposes.  In addition, federal credit union regulations require that a borrower must be a member of a participating credit union in order for a loan participation to be an eligible investment for a federal chartered credit union.  ECCU has from time to time repurchased from MPIC fractional participations in our loan investments which ECCU already services, usually around 1% of the loan balance, to facilitate compliance with National Credit Union Administration rules when we were selling participations in those loans to federal credit unions.  During the three month periods ended March 31, 2011 and March 31, 2010, we did not sell any loan participation interests or whole loans to ECCU.  Each sale or purchase of a mortgage loan investment or participation interest was consummated under our Related Party Transaction Policy that has been adopted by our managers.  No gain or loss was incurred on these sales.

On December 14, 2007, the Board of Directors appointed R. Michael Lee to serve as a Company director.  Mr. Lee formerly served as President, Midwest Region, of Members United Corporate Federal Credit Union (“Members United”), which is one of our lenders.  Please review Note 4 for more detailed information regarding our borrowings from Members United.  In addition, Mark G. Holbrook, our Chairman and Chief Executive Officer, is a full time employee of ECCU.

 
F-9

 
3.  Loans Receivable and Allowance for Loan Losses
 
We originate church mortgage loans, participate in church mortgage loans made by ECCU, and also purchase entire church mortgage loans from ECCU.  The loans fall into four classes:  whole loans for which the Company possesses the first collateral position, whole loans that are either unsecured or for which the Company possesses a junior collateral position, participated loans for which the Company possesses the first collateral position, and participated loans for which the Company possesses a junior collateral position.  All of the loans are made to various evangelical churches and related organizations, primarily to purchase, construct or improve facilities. Loan maturities extend through 2021. Loans yielded a weighted average of 6.39% as of March 31, 2011, compared to a weighted average yield of 6.22% as of March 31, 2010. ECCU currently acts as our servicer for 125 of these loans, charging a service fee of up to 288 basis points to us.

Allowance for Loan Losses

An allowance for loan losses of $4.1 million as of March 31, 2011 and $4.0 million as of December 31, 2010 has been established for loans receivable. We have not experienced a loan charge-off during the three month period ended March 31, 2011. The Company has had no experience of loan loss. Management believes that the allowance for loan losses as of March 31, 2011 and December 31, 2010 is appropriate. Changes in the allowance for loan losses are as follows for the three months ended March 31, 2011 and the year ended December 31:
 
   
2011
   
2010
 
             
Balance, beginning of period
  $ 3,997     $ 1,701  
Provisions for loan losses
    100       2,377  
Accretion of allowance related to
               
restructured loans
    (18 )     (81 )
                 
      Balance, end of period
  $ 4,079     $ 3,997  

Non-Performing Loans

Non-performing loans include non-accrual loans, loans 90 days or more past due and still accruing, and restructured loans.  Non-accrual loans represent loans on which interest accruals have been discontinued.  Restructured loans are loans in which the borrower has been granted a concession on the interest rate or the original repayment terms due to financial distress. Non-performing loans are closely monitored on an ongoing basis as part of our loan review and work-out process.  The potential risk of loss on these loans is evaluated by comparing the loan balance to the fair value of any underlying collateral or the present value of projected future cash flows.  The following is a summary of our nonperforming loans:
 
   
March 31
   
December 31
   
March 31
 
   
2011
   
2010
   
2010
 
                   
Impaired loans with an allowance for loan loss
  $ 22,707     $ 22,563     $ 8,353  
Impaired loans without an allowance for loan loss
    4,438       4,444       16,916  
Total impaired loans
  $ 27,145     $ 27,007     $ 25,269  
                         
Allowance for loan losses related to impaired loans
  $ 3,259     $ 3,274     $ 932  
                         
Total non-accrual loans
  $ 27,145     $ 27,007     $ 21,373  
                         
Total loans past due 90 days or more and still accruing
    --       --       --  
 
 
F-10

 
We had sixteen nonaccrual loans as of March 31, 2011, up from fourteen nonaccrual loans at December 31, 2010.  As of March 31, 2011, we have had no history of foreclosures on any secured borrowings, but we have four loans totaling $9.2 million that are in foreclosure proceedings.  There is a reserve of $2.0 million on these loans.

Loans by portfolio segment, and the related allowance for loan loss for each segment, are presented below as of March 31, 2011 and December 31, 2010.  Loans and the allowance for loan losses are further segregated by impairment methodology.
 

Loans and Allowance for Loan Losses (by segment)
As of
             
   
March 31, 2011
   
December 31, 2010
 
             
Loans:
           
             
Balance
  $ 188,005     $ 191,777  
                 
Individually evaluated
               
for impairment
  $ 27,145     $ 27,007  
                 
Collectively
               
evaluated for impairment
  $ 160,860     $ 164,770  
                 
Allowance for loan losses:
               
                 
Balance
  $ 4,079     $ 3,997  
                 
Individually evaluated
               
for impairment
  $ 3,259     $ 3,274  
                 
Collectively
               
evaluated for impairment
  $ 820     $ 723  
 

The following table is a summary of the loan portfolio credit quality indicators by loan class at March 31, 2011, which is the date on which the information was updated for each credit quality indicator:
Credit Quality Indicators (by class)
As of  March 31, 2011
 
   
Wholly Owned First
   
Wholly Owned Junior
   
Participation First
   
Participation Junior
    Total  
Grade:
                             
Pass
  $ 96,799     $ 14,078     $ 43,475     $ 1,619     $ 155,971  
Watch
    4,057       3,404       2,294       -       9,755  
Substandard
    9,234       1,162       2,648       -       13,044  
Doubtful
    -       -       9,235       -       9,235  
Loss
    -       -       -       -       -  
Total
  $ 110,090     $ 18,644     $ 57,653     $ 1,619     $ 188,005  

 
F-11

 
The following table is a summary of the loan portfolio credit quality indicators by loan class at March 31, 2011, which is the date on which the information was updated for each credit quality indicator.  The following table sets forth certain information with respect to the Company’s loan portfolio delinquencies by loan class and amount at March 31, 2011:
Age Analysis of Past Due Loans (by class)
 
As of March 31, 2011
 
                                           
                                       
Recorded
 
               
Greater
                     
Investment
 
   
30-59 Days
   
60-89 Days
   
Than
   
Total
         
Total
   
90 Days or more
 
   
Past Due
   
Past Due
   
90 Days
   
Past Due
   
Current
   
Loans
   
and Accruing
 
                                           
Church loans:
                                         
Wholly Owned First
  $ 6,550     $ 815     $ 1,367     $ 8,732     $ 101,358     $ 110,090     $ -  
Wholly Owned Junior
    4,324       723       216       5,263       13,381       18,644       -  
Participation First
    -       -       9,235       9,235       48,417       57,652       -  
Participation Junior
    -       -       -       -       1,619       1,619       -  
                                                         
Total
  $ 10,874     $ 1,538     $ 10,818     $ 23,230     $ 164,775     $ 188,005     $ -  
 

The following table is a summary of impaired loans by loan class at March 31, 2011 and December 31, 2010.  The recorded investment in impaired loans reflects the balances in the financials statements, whereas the unpaid principal balance reflects the balances before partial chargeoffs:
 
Impaired Loans (by class)
 
For the Three Months Ended March 31, 2011
 
                               
         
Unpaid
         
Average
   
Interest
 
   
Recorded
   
Principal
   
Related
   
Recorded
   
Income
 
   
Investment
   
Balance
   
Allowance
   
Investment
   
Recognized
 
                               
With no related allowance recorded:
                             
Church loans:
                             
Wholly Owned First
  $ 1,688     $ 1,694     $ -     $ 1,690     $ 25  
Wholly Owned Junior
    -       -       -       -       -  
Participation First
    2,744       2,744       -       2,744       -  
Participation Junior
    -       -       -       -       -  
                                         
With an allowance recorded:
                                       
Church loans:
                                       
Wholly Owned First
    10,901       11,647       904       10,941       81  
Wholly Owned Junior
    4,524       4,568       389       4,531       56  
Participation First
    6,492       6,571       1,966       6,571       -  
Participation Junior
    -       -       -       -       -  
                                         
Total:
                                       
Church loans
  $ 26,349     $ 27,224     $ 3,259     $ 26,477     $ 162  

 
F-12

 
Impaired Loans (by class)
 
For the Year Ended December 31, 2010
 
                               
         
Unpaid
         
Average
   
Interest
 
   
Recorded
   
Principal
   
Related
   
Recorded
   
Income
 
   
Investment
   
Balance
   
Allowance
   
Investment
   
Recognized
 
                               
With no related allowance recorded:
                             
Church loans:
                             
Wholly Owned First
  $ 1,694     $ 1,701     $ -     $ 1,694     $ 137  
Wholly Owned Junior
    -       -       -       -       -  
Participation First
    2,744       2,744       -       2,744       -  
Participation Junior
    -       -       -       -       -  
                                         
With an allowance recorded:
                                       
Church loans:
                                       
Wholly Owned First
    10,957       11,502       925       10,947       532  
Wholly Owned Junior
    4,534       4,569       383       4,465       267  
Participation First
    6,492       6,491       1,966       6,496       37  
Participation Junior
    -       -       -       -       -  
                                         
Total:
                                       
Church loans
  $ 26,421     $ 27,007     $ 3,274     $ 26,346     $ 973  

A summary of nonaccrual loans by loan class at March 31, 2011 is as follows:
 
Loans on Nonaccrual Status (by class)
 
As of March 31, 2011
 
       
Church loans:
     
Wholly Owned First
  $ 13,291  
Wholly Owned Junior
    4,566  
Participation First
    9,235  
Participation Junior
    -  
         
Total
  $ 27,092  
 
No additional funds were committed to be advanced in connection with impaired loans as of March 31, 2011.

4.  Line of Credit and Other Borrowings
 
Members United Facilities

On October 12, 2007, the Company entered into two note and security agreements with Members United. Members United is a federally chartered credit union located in Warrenville, Illinois, which provides financial services to member credit unions. One note and security agreement is for a secured $10 million revolving line of credit, which is referred to as the “$10 Million LOC,” and the other is for a secured $50 million revolving line of credit.  The latter was amended on May 8, 2009 to allow the Company to borrow up to $100 million through the revolving line of credit. The Company refers to this as the “$100 Million CUSO Line.” Both credit facilities are secured by certain mortgage loans. The Company intends to use the $10 Million LOC for short-term liquidity purposes and the $100 Million CUSO Line for mortgage loan investments.  The Company may use proceeds from either loan to service other debt securities.

 
F-13

 
On August 27, 2008, the Company borrowed the entire $10 million available on the $10 Million LOC at a rate of 3.47%.  As a result of this financing, the $10 Million LOC was converted to a term loan with a maturity date of August 26, 2011.  The loan bears interest payable monthly at a floating rate based on the one month LIBOR plus 100 basis points.  Since the credit facility expired on September 1, 2008, no new borrowings may be made under this loan facility.  As of March 31, 2011, there was a $6.8 million outstanding balance on the Members United term loan.

Under the $100 Million CUSO Line, the Company could request advances under a “demand loan” or “term loan”.  A demand loan is a loan with a maximum term of one year and a variable rate based upon the prime rate quoted by the Wall Street Journal, as adjusted by a spread as determined by Members United.  A term loan is a fixed or variable loan that has a set maturity date not to exceed twelve years.

During the period when draws may be made, each advance on the $100 Million CUSO Line accrues interest at either the offered rate by Members United for a fixed term draw or the rate quoted by Bloomberg for the Federal Funds open rate plus 125 basis points for a variable rate draw.  Once the $100 Million CUSO Line is fully drawn, the total outstanding balance will be termed out over a five year period with a 30 year amortization payment schedule.  The Company is obligated to make interest payments on the outstanding principal balance of all demand loans and term loan advances at the applicable demand loan rate or term loan rate on the third Friday of each month.

As of March 31, 2011 and December 31, 2010, the balance on the $100 Million CUSO Line was $87.3 million, and the weighted average interest rate on the Company’s borrowings under this facility was 3.97% and 4.32%, respectively.  Pursuant to the terms of the Company’s promissory note with Members United, once the loan is fully drawn, the total outstanding balance will be termed out over a five year period with a 30 year amortization payment schedule.  In addition, the term loan interest rate will be specified by Members United and will be repriced to a market fixed or variable rate to be determined at the time the loan is restructured.

In September 2008, Members United decided that it would not advance any additional funds on the $100 Million CUSO Line and the Company entered into negotiations with Members United to convert the line of credit facility to a term loan arrangement with a mutually acceptable interest rate.  On March 31, 2011, the interest rates on three tranches of these term loans in the amounts of $3.0 million, $5.4 million, and $67.0 million were adjusted to the six month LIBOR rate plus 300 basis points.  The interest rates on these tranches will be readjusted on September 30, 2011.  The interest rate on the $11.9 million tranche will be readjusted on May 20, 2011.

Both credit facilities are recourse obligations secured by designated mortgage loans. The Company must maintain collateral in the form of eligible mortgage loans, as defined in Member United line of credit agreements, of at least 111% of the outstanding balance on the lines, after the initial pledge of $5 million of mortgage loans. As of March 31, 2011 and December 31, 2010, approximately $105.4 million and $106.6 million of loans, respectively, were pledged as collateral for the $100 Million CUSO Line and the $10 Million Members United term loan. The Company has the right to substitute or replace one or more of the mortgage loans serving as collateral for these credit facilities.

 
F-14

 
On September 24, 2010, National Credit Union Association (“NCUA”) placed Members United into conservatorship and we have been subsequently advised by NCUA representatives that our Members United credit facility has been transferred to the Asset Management Assistance Center (“AMAC”) established by NCUA to administer the Members United conservatorship.  While the transfer of our Members United credit facility to AMAC will not affect the underlying terms, conditions, maturity date or other material terms of our Members United credit facility, the mortgage loan investments we own and are held by NCUA as collateral will be subject to additional regulatory scrutiny.

Both credit facilities contain a number of standard borrower covenants, including affirmative covenants to maintain the collateral free of liens and encumbrances, to timely pay the credit facilities and the Company’s other debt, and to provide Members United with current financial statements and reports.
 
WesCorp Facility

On November 30, 2009, the Company entered into a Loan and Security agreement with WesCorp.  WesCorp is a federally chartered credit union located in San Dimas, California.  The agreement provides for a secured $28 million term loan, referred to as the “WesCorp Facility.”  $24.6 million of the proceeds were used to pay the remaining principal and interest on the BMO Facility.  The remainder of the proceeds were advanced in cash and will be used to make monthly payments on the WesCorp Facility, as well as for other cash needs of the Company as they arise.

The WesCorp Facility carries a fixed interest rate of 3.95% per year.  Interest on the outstanding balance of the loan is payable on the last day of each month, along with a fixed principal payment of $116.7 thousand.  The balance of the principalis due in full when the Facility matures on March 30, 2012.  The Company has the option to prepay any or all of the principal balance at any point prior to the maturity date subject to a prepayment penalty.  The loan is secured by eligible loans totaling $54.5 million at March 31, 2011.  As of March 31, 2011 there was $24.3 million outstanding on the WesCorp Facility.

The agreement contains a number of standard borrower covenants, including affirmative covenants that require the Company to refrain from making certain guarantees or endorsements, refrain from making material changes to other credit facilities, and maintain a debt to tangible net worth ratio of less than 15 to one.  The agreement also obtains negative covenants requiring the Company to obtain consent for certain transactions related to pledged loans.  The Company was in compliance with these covenants as of March 31, 2011.

On March 20, 2009, NCUA assumed control of WesCorp under a conservatorship proceeding initiated by NCUA under regulations adopted under the Federal Credit Union Act.  Effective as of October 1, 2010, WesCorp was placed into liquidation by the NCUA.  Pursuant to a letter dated October 25, 2010, the Company advised that the WesCorp facility had been transferred to the AMAC, a facility established by NCUA.  The transfer of the WesCorp Facility will not affect or change any of the terms and conditions of the loan agreement the Company entered into with WesCorp.

5.  Notes Payable
 
We have the following unsecured notes payable at March 31, 2011 (dollars in thousands):
 
Weighted Average Interest Rate  
Class A Offering
  $ 47,692       3.98 %
Special Offering
    10,137       4.14 %
Special Subordinated Note
    237       6.96 %
International Offering
    195       4.53 %
National Alpha Offering (Note 6)
    5,202       5.77 %
Total
  $ 63,463       4.17 %
 
 
 
F-15

 
Future maturities during the twelve month periods ending March 31 are as follows (dollars in thousands):

2012
  $ 26,876  
2013
    8,413  
2014
    7,963  
2015
    8,708  
2016
    7,192  
Thereafter
    4,311  
    $ 63,463  
 
The National Alpha Offering notes referenced in the table above have been registered in public offerings pursuant to registration statements filed with the U.S. Securities and Exchange Commission (the “Alpha Class Notes”).  All Alpha Class Notes are our unsecured obligations and pay interest at stated spreads over a blended index rate (the “BIR”) which index rate is adjusted every month.  The BIR is the average of the National Index Rate and the Los Angeles Index Rate for financial institutions reported in the applicable edition of the Bank Rate Monitor (TM) in effect on the first day of each month. We reserve the right to change the rates of the Notes we offer more often than monthly.  Interest can be reinvested or paid at the investor’s option.

The Alpha Class Notes contain covenants pertaining to limitations on restricted payment, maintenance of tangible net worth, limitation on issuance of additional notes and incurrence of indebtedness.  The Alpha Class Notes require us to maintain a minimum tangible adjusted net worth, as defined in the Alpha Class Loan and Trust Agreement (the “Alpha Class Trust Indenture”), of not less than $4.0 million.  We are not permitted to issue any Alpha Class Notes if, after giving effect to such issuance, the Alpha Class Notes then outstanding would have an aggregate unpaid balance exceeding $100.0 million.  Our other indebtedness, as defined in the Alpha Class Trust Indenture, and subject to certain exceptions enumerated therein, may not exceed $10.0 million outstanding at any time while any Alpha Class Note is outstanding.  We were in compliance with these covenants as of March 31, 2011 and December 31, 2010.  Effective April 18, 2008, we discontinued the sale of our Alpha Class Notes.  On October 7, 2008, U.S. Bank National Association succeeded King Trust Company, N.A., as trustee of the Alpha Class Notes under the terms of a trust indenture agreement.
 
Historically, most of our unsecured notes have been renewed by investors upon maturity.  Because we have discontinued our sale of Alpha Class Notes effective as of April 18, 2008, all holders of such notes that mature in the future may reinvest such sums by purchasing our Class A Notes that have been registered with the Securities and Exchange Commission (see Note 6 below).  For matured notes that are not renewed, we fund the redemption through proceeds we receive from the repayment of the mortgage loans that we hold.
 
6.  National Offering
 
In July 2001, we registered with the U.S. Securities and Exchange Commission (the “SEC”) $25.0 million of Alpha Class Notes issued pursuant to an Alpha Class Trust Indenture which authorized the issuance of up to $50.0 million of such notes.  In April 2003, we registered with the SEC an additional $25.0 million of Alpha Class Notes.  In April 2005, we registered with the SEC $50.0 million of new Alpha Class Notes issued pursuant to the Alpha Class Trust  Indenture which authorized the issuance of up to $200.0 million of such notes.  In May 2007, we registered with the SEC an additional $75.0 million of the new Alpha Class Notes. At March 31, 2011 and December 31, 2010, $5.2 million and $9.8 million of these Alpha Class notes were outstanding, respectively.

In April 2008, we registered with the SEC $80.0 million of new Class A Notes in three series, including a Fixed Series, Flex Series and Variable Series.  This is a "best efforts" offering and was offered through April 30, 2010.  On June 3, 2010, we registered an additional $100.0 million of Class A Notes.  The offering includes three categories of notes, including a fixed interest note, a variable interest note, and a flex note, which allows borrowers to increase their interest rate once a year with certain limitations.  The interest rates we pay on the Fixed Series Notes and the Flex Series Notes are determined by reference to the Swap Index, an index that is based upon a weekly average Swap rate reported by the Federal Reserve Board, and is in effect on the date they are issued, or in the case of the Flex Series Notes, on the date the interest rate is reset. These notes bear interest at the Swap Index plus a rate spread of 1.7% to 2.5% and have maturities ranging from 12 to 84 months.  The interest rates we pay on the Variable Series Notes are determined by reference to the Variable Index in effect on the date the interest rate is set and bear interest at a rate of the Swap Index plus a rate spread of 1.50% to 1.80%.  Effective as of January 5, 2009, the Variable Index is defined under the Class A Notes as the three month LIBOR rate.  The notes were issued under a  Supplemental Agreement with Consent of Holders to Loan and Trust Agreement (the “US Bank Indenture”) between us and U.S. Bank National Association (“US Bank”).  The Class A Notes are part of up to $200 million of Class A Notes we may issue pursuant to the US Bank Indenture.  The US Bank Indenture covering the Class A Notes contains covenants pertaining to a minimum fixed charge coverage ratio, maintenance of tangible net worth, limitation on issuance of additional notes and incurrence of indebtedness.  We were in compliance with these covenants at March 31, 2011.  At March 31, 2011, $47.7 million of these Class A Notes were outstanding.

 
F-16

 
7.  Preferred and Common Units Under LLC Structure

On December 31, 2008, both our Class I Preferred Stock and Class II Preferred Stock were converted into Series A Preferred Units pursuant to a Plan of Conversion adopted by our shareholders. The Series A Preferred Units are entitled to a cumulative preferred return, payable quarterly in arrears, equal to the liquidation preference times a dividend rate of 190 basis points over the 1-year LIBOR rate in effect on the last day of the calendar month in which the preferred return is paid (“Preferred Return”).  In addition, the Series A Preferred Units are entitled to an annual preferred distribution, payable in arrears, equal to 10% of our profits less the Preferred Return (“Preferred Distribution”).

The Series A Preferred Units have a liquidation preference of $100 per unit; have no voting rights; and are subject to redemption in whole or in part at our election on December 31 of any year, for an amount equal to the liquidation preference of each unit, plus any accrued and unpaid Preferred Return and Preferred Distribution on such units. The Series A Preferred Units have priority as to earnings and distributions over our Class A Common Units.  We have a right of first refusal in the event that one of our Class A Common Unit or Series A Preferred Unit holders proposes to sell or transfer such units.  If we fail to pay a Preferred Return for four consecutive quarters, the holders of the Series A Preferred Units have the right to appoint two managers.

On December 31, 2008, upon conversion from a corporation to an limited liability company, our common stock was converted into Class A Common Units under the Plan of Conversion that was adopted by our shareholders.  In accordance with the terms of the Plan of Conversion and Operating Agreement approved by our shareholders and managers, all voting rights are held by the holders of our Class A Common Units.

8.  Interest Rate Swaps and Caps

We have utilized stand-alone derivative financial instruments in the form of interest rate swap and interest rate cap agreements, which derive their value from underlying interest rates.  These transactions involve both credit and market risk.  The notional amounts are amounts on which calculations, payments, and the value of the derivative are based.  Notional amounts do not represent direct credit exposures.  Direct credit exposure is limited to the net difference between the calculated amounts to be received and paid, if any.  Such differences, which represent the fair value of the derivative instruments, are reflected on our consolidated balance sheets as other assets and other liabilities.

We are exposed to credit-related losses in the event of nonperformance by the counterparties to these agreements.  We control the credit risk of our financial contracts through credit approvals, limits and monitoring procedures, and do not expect any counterparties to fail their obligations.  We deal only with primary dealers.

Derivative instruments are generally either negotiated over-the-counter (“OTC”) contracts or standardized contracts executed on a recognized exchange.  Negotiated OTC derivative contracts are generally entered into between two counterparties that negotiate specific agreement terms, including the underlying instrument, amount, exercise prices and maturity.  Although we have used interest rate swap agreements from time to time in the past,  we currently have no interest rate swap contracts in place.  We do, however, currently have interest rate cap agreements in place.

 
F-17

 
Risk Management Policies – Hedging Instruments

The primary focus of the asset/liability management program is to monitor the sensitivity of the Company’s net portfolio value and net income under varying interest rate scenarios to take steps to control the Company’s risks.  The Company evaluates the effectiveness of entering into any derivative instrument agreement by measuring the cost of such an agreement in relation to the reduction in net portfolio value and net income volatility within an assumed range of interest rates.

Interest Rate Risk Management – Cash Flow Hedging Instruments

We use long-term variable rate debt as a source of funds for use in our lending and investment activities and other general business purposes.  These debt obligations expose us to variability in interest payments due to changes in interest rates.  If interest rates increase, interest expense increases.  Conversely, if interest rates decrease, interest expense decreases.  We believe it is prudent to limit the variability of a portion of our interest payment obligations and, therefore, generally hedge a portion of our variable-rate interest payments.  To meet this objective, in the past, we have entered into interest rate swap agreements whereby we receive variable interest rate payments and agree to make fixed interest rate payments during the contract period.

Another way to hedge our exposure to variable interest rates is through the purchase of interest rate caps.  An interest rate cap is an option contract that protects the holder from increases in short-term interest rates by making a payment to such holder when an underlying interest rate (the "index" or "reference" interest rate) exceeds a specified strike rate (the "cap rate"). Similar to an interest rate swap, the notional amount on which the payment is made is never exchanged. Interest rate caps are purchased for a premium and typically have expirations between 1 and 7 years. With the purchase of an interest rate cap, payments are made to the holder on a monthly, quarterly or semiannual basis, with the period generally set equal to the maturity of the index interest rate.  In essence, the financial exposure to the holder of an interest rate cap is limited to the initial purchase price.  The objective of this type of instrument is to mitigate the exposure to rising interest rates by “capping” the rate ( the strike price) for a specific period of time.

At March 31, 2011, information pertaining to outstanding interest rate cap agreements that we have used to hedge variable rate debt is as follows (dollars in thousands):
 
Notional amount
  $ 20,000  
Strike Price
    1.50 %
Weighted average maturity in years
    0.17  
Fair value of interest rate caps
  $ 0  
Unrealized loss relating to interest rate caps
  $ 36  
 
These agreements provide for us to receive payments at a variable rate determined by a specified index (one month London Inter-Bank Offered Rate (“LIBOR”)) when the index interest rate exceeds 1.50%. This rate was 0.25% and 0.26% at March 31, 2011 and December 31, 2010, respectively.

At March 31, 2011, the unrealized loss relating to interest rate caps was recorded in other liabilities.  Changes in the fair value of interest rate caps designed as hedging instruments of the variability of cash flows associated with long-term debt are reported in other comprehensive income (loss).  These amounts subsequently are reclassified into interest expense as a yield adjustment in the same period in which the related interest on the long-term debt affects earnings.

We reclassified $17.5 thousand into interest expense and $27.1 thousand against retained earnings during the three months ended March 31, 2011.

 
F-18

 
At March 31, 2011, we had no outstanding interest rate swap contracts.  Changes in the fair value of interest rate swaps designed as hedging instruments of the variability of cash flows associated with long-term debt are reported in other comprehensive income (loss).  These amounts subsequently are reclassified into interest expense as a yield adjustment in the same period in which the related interest on the long-term debt affects earnings.

Risk management results for the three month period ended March 31, 2011 related to the balance sheet hedging of our long-term debt indicate that the hedges were highly effective and that there was no component of the derivative instruments’ gain or loss which was excluded from the assessment of hedge effectiveness.

9.  Comprehensive Income

Comprehensive income (loss) consists of net income (loss) and other comprehensive income or loss.  The components of other comprehensive income (loss) are shown below for the three months ended March 31 and the year ended December 31.  No tax effect is recognized since the Company is not a tax-paying entity.

   
2011
   
2010
 
             
Change in fair value of derivatives used for cash flow hedges
           
Interest rate swaps
  $ --     $ --  
Interest rate caps
    --       (73 )
Reclassification of comprehensive income related to
interest rate caps
    (45 )     65  
                 
Net amount
  $ (45 )   $ (8 )

10.  Retirement Plans

401(k)

Employees who are at least 21 years of age are eligible to participate in the Administaff 401(k) plan upon the hire date. No minimum service is required and the minimum age is 21. Each employee may elect voluntary contributions not to exceed 60% of salary, subject to certain limits based on Federal tax law. The plan has a matching program, the amount and percentage of which is annually determined by the managers. Matching contributions for the three months ended March 31, 2011 and the year ended March 31, 2010 were $10.6 thousand and $8.6 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 amount annually contributed on behalf of each qualified employee is determined by the managers, and is calculated as a percentage of the eligible employee's annual earnings. Plan forfeitures are used to reduce the our annual contribution. We did not make any contributions for the plan year ended December 31, 2010.  No profit sharing contribution has been made or approved for the three months ended March 31, 2011.

11.  Loan Commitments
 
Unfunded Commitments

Unfunded commitments are commitments for possible future extensions of credit to existing customers of ECCU. Unfunded commitments totaled $902.5 thousand at March 31, 2011 and $142.8 thousand at December 31, 2010.

 
F-19

 
12.  Fair Value Measurements
 
Fair Value of Financial Instruments
 
The carrying amounts and estimated fair values of our financial instruments at March 31, 2011 and December 31, 2010, are as follows:
 
    March 31, 2011     December 31, 2010  
   
Carrying
Amount
   
Estimated Fair
Value
   
Carrying
Amount
   
Estimated Fair
Value
 
                         
Financial assets:
                       
Cash
  $ 8,766     $ 8,766     $ 7,078     $ 7,078  
Loans receivable
    183,005       186,641       187,005       189,072  
Accrued interest receivable
    781       781       742       742  
    Interest rate caps
    --       --       --       --  
Financial liabilities:
                               
Notes payable
    63,463       64,902       62,103       63,580  
Bank borrowings
    118,465       117,204       121,809       121,054  
Accrued interest payable
    346       346       355       355  
Dividends payable
    78       78       80       80  

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 March 31, 2011 and December 31, 2010.

The following methods and assumptions were used to estimate the fair value of financial instruments:

Cash – The carrying amounts reported in the balance sheets approximate fair value for cash.

Loans – Fair value is estimated by discounting the future cash flows using the current average rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Notes Payable – The fair value of fixed maturity notes is estimated by discounting the future cash flows using the rates currently offered for notes payable of similar remaining maturities.  The discount rate is estimated by Company management by using market rates which reflect the interest rate risk inherent in the notes.

Borrowings from Financial Institutions – The fair value of borrowings from financial institutions are estimated using discounted cash flow analyses based on current incremental borrowing rates for similar types of borrowing arrangements. The discount rate is estimated Company management by using market rates which reflect the interest rate risk inherent in the notes.

Derivative Financial Instruments – The fair values for interest rate swap agreements and interest rate caps are based upon the amounts required to settle the contracts.
 
Off-Balance Sheet Instruments – The fair value of loan commitments is based 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 March 31, 2011 and December 31, 2010.
 
 
F-20

 
Fair Value Measurements Using Fair Value Hierarchy
 
Effective January 1, 2009, the Company fully adopted ASC 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Fair value is generally 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.  Where available, fair value is based on observable market prices or parameters or derived from such prices or paramters.  Where observable prices or inputs are not available, valuation techniques that utilize management’s estimates and judgments are applied.  ASC 820 applies only to fair value measurements already required or permitted by other accounting standards and does not impose requirements for additional fair value measures.
 
Measurements of fair value are classified 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 quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in inactive markets, inputs that are observable for the asset or liability (such as interest rates, prepayment speeds, credit risks, etc.), or 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.

Fair Value Measured on a Recurring Basis
 
Fair value of interest rate caps and interest rate swaps are estimated by the counterparties using market expectations of future interest rates, which constitute Level 2 inputs.
 
Fair Value Measured on a Nonrecurring Basis
 
Certain assets are measured at fair value on a nonrecurring basis; that is, the assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The following table presents such assets carried on the balance sheet by caption and by level within the valuation hierarchy:
 
   
Fair Value Measurements Using:
       
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
   
Total
 
                         
Assets at March 31, 2011:
                     
Impaired loans (net of allowance and discount)
  $ -     $ 13,173     $ 9,917     $ 23,090  
                                 
                                 
Assets at December 31, 2010:
                               
Impaired loans (net of allowance and discount)
  $ -     $ 10,569     $ 12,577     $ 23,146  
 
 
F-21

 
Collateral-dependent impaired loans are carried at the fair value of the collateral less estimated costs to sell, incorporating assumptions that experienced parties might use in estimating the value of such collateral. The fair value of collateral is determined based on appraisals. In some cases, adjustments were made to the appraised values for various factors including age of the appraisal, age of comparables included in the appraisal, and known changes in the market and in the collateral. When significant adjustments were based on unobservable inputs, the resulting fair value measurement has been categorized as a Level 3 measurement. Otherwise, collateral-dependent impaired loans are categorized under Level 2.
 
Impaired loans that are not collateral dependent are carried at the present value of expected future cash flows discounted at the loan’s effective interest rate. Troubled debt restructurings are also carried at the present value of expected future cash flows. However, expected cash flows for troubled debt restructurings are discounted using the loan’s original effective interest rate rather than the modified interest rate. Since fair value of these loans is based on management’s own projection of future cash flows, the fair value measurements are categorized as Level 3 measurements.
 
The following is a reconciliation of the assets in which significant unobservable inputs (Level 3) were used in determining fair value:
 
   
Impaired loans
 
   
(net of allowance and discount)
 
       
Balance, December 31, 2010
  $ 12,577  
Re-classifications of loans
       
  from Level 3 into Level 2
    (2,615 )
Allowance and discount, net of
       
  discount amortization
    (22 )
Additions
    --  
Deletions
    (56 )
Loan advances
    33  
Balance, March 31, 2011
  $ 9,917  

 
 
 

 
 
F-22

 
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
 
SAFE HARBOR CAUTIONARY STATEMENT

This Form 10-Q contains forward-looking statements regarding Ministry Partners Investment Company, LLC and our wholly-owned subsidiaries, Ministry Partners Funding, LLC, MP Realty, and MP Securities, LLC, 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, 2010, as well as the following:

·  
We are a highly leveraged company and our indebtedness could adversely affect our financial condition and business;

·  
we depend on the sale of our debt securities to finance our business and have relied on the renewals or reinvestments made by our holders of debt securities when their debt securities mature to fund our business;

·  
we need to raise additional capital to fund and implement our business plan;

·  
our ability to return to profitability and increase our total assets;

·  
our ability to maintain liquidity or access to other sources of funding;

·  
changes in the cost and availability of funding facilities;

·  
the allowance for loan losses that we have set aside prove to be insufficient to cover actual losses on our loan portfolio;

·  
our primary credit facilities are each the subject of a National Credit Union Administration conservatorship proceeding, administration and its accompanying regulatory oversight;

·  
we rely upon our largest equity holder to originate profitable church and ministry related mortgage loans;

·  
because we rely on credit facilities collateralized by church mortgage loans that we acquire, disruptions in the credit markets, financial markets and economic conditions that adversely impact the value of church mortgage loans can negatively affect our financial condition and performance;

·  
we are required to comply with certain covenants and restrictions in our lines of credit and our financing facility that, if not met, could trigger repayment obligations of the outstanding principal balance on short notice;  and

·  
we have entered into several loan modification agreements and arrangements to restructure certain mortgage loans that we hold of borrowers that have been negatively impacted by adverse economic conditions in the U.S.

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, Ministry Partners Funding, LLC, MP Realty, and MP Securities, LLC.

OVERVIEW

We were incorporated in 1991 as a credit union service organization and we invest in and originate mortgage loans made to evangelical churches, ministries, schools and colleges.  Our loan investments are generally secured by a first mortgage lien on properties owned and occupied by churches, schools, colleges and ministries.  We converted to a limited liability company form of organization on December 31, 2008.

The following discussion and analysis compares the results of operations for the three month periods ended March 31, 2011 and March 31, 2010 and should be read in conjunction with the accompanying financial statements and Notes thereto.

 
-3-

 
Results of Operations
 
Three Months Ended March 2011 vs. Three Months Ended March 31, 2010
 
During the three months ended March 31, 2011, we had a net loss of $201 thousand as compared to a net income of $117 thousand for the three months ended March 31, 2010. The first quarter 2011 net loss is attributable to a number of factors, primarily relating to lower net interest income earned as compared to the previous year’s quarter and increased expenses incurred due to investments made in a new core data processing system, accounting system, customer relationship management system and launch of our broker dealer subsidiary.  We have also increased our marketing efforts in an effort to increase the sale of our debt securities, incurred additional consulting fees in connection with our efforts to refinance or securitize our credit facilities and incurred additional expenses for appraisal and foreclosure related expenses in connection with four foreclosure proceedings.  For the quarter ended March 31, 2011, we had an increase of $134 thousand in office expenses and an increase of $78 thousand in non-interest expense.  We expect that the increase in office operations expenses and non-interest bearing expenses to be non-recurring in nature as they relate to the implementation of our ability to generate non-interest related income and restructure our balance sheet.

Net interest income for the quarter ended March 31, 2011 was $3.0 million as compared to $2.8 million for the previous year’s quarter.  This difference of $202 thousand in lower net interest income represents a 7% decrease and primarily results from a decrease in total loans, impaired loans and loan modifications.  Net interest income after provision for loan losses decreased to $781 thousand for the quarter ended March 31, 2011, a decrease of $49 thousand, or 6%, from $830 thousand for the three months ended March 31, 2010.  This decrease is primarily attributable to an increase in impaired loans from March 31, 2010.

We also had other income of $57 thousand in the first quarter of 2010 primarily due to fees earned on a loan referral, as compared to $2 thousand in other income for the quarter ended March 31, 2011.  Our cost of funds (i.e., interest expense) decreased to $1.9 million, a decrease of $119 thousand or 6%, for the three months ended March 31, 2011, as compared to $2.1 million for the three months ended March 31, 2010.  This is due primarily to the paydown of the Wescorp line of credit and the Members United line of credit, as well as a decrease in our outstanding notes payable.
 
Our non-interest operating expenses for the three months ended March 31, 2011 increased to $980 thousand from $768 thousand for the same period ended March 31, 2010, an increase of 28%.  Office operation expenses increased due to $65 thousand of additional costs related to the implementation of our new enterprise resources planning system.  Office operations expenses also included $49 thousand in additional expenses related to the servicing of our loan portfolio and to the management of four loans in foreclosure.   Marketing costs also increased by $33 thousand as we have expanded our efforts to increase note sales.  In addition, legal and consulting related costs increased by $39 thousand due to additional legal and consulting services related to the refinancing of our bank borrowings.  While we have incurred additional expenses in connection with managing our loan portfolio, recording and appraisal costs, consulting and legal fees related to refinancing and restructuring of our balance sheet, we believe that these expenses are non-recurring in nature.

Net Interest Income and Net Interest Margin

Our earnings depend largely upon the difference between the income we receive from interest-earning assets, which are principally mortgage loan investments and interest-earning accounts with other financial institutions, and the interest paid on notes payable. This difference is net interest income. Net interest margin is net interest income expressed as a percentage of average total interest-earning assets.

 
-4-

 
The following table provides information, for the periods indicated, on the average amounts outstanding for the major categories of interest-earning assets and interest-bearing liabilities, the amount of interest earned or paid, the yields and rates on major categories of interest-earning assets and interest-bearing liabilities, and the net interest margin:
 
   
Average Balances and Rates/Yields
 
   
For the Three Months Ended March 31,
 
   
(Dollars in Thousands)
 
                                     
         
2011
               
2010
       
   
Average Balance
   
Interest Income/
Expense
   
Average Yield/ Rate
   
Average Balance
   
Interest Income/ Expense
   
Average Yield/ Rate
 
       
Assets:
                                   
Interest-earning accounts with
   other financial institutions
  $ 7,485     $ 20       1.10 %   $ 11,111     $ 38       1.36 %
  Total loans [1]
    190,215       2,795       5.96 %     197,687       2,942       5.95 %
  Total interest-earning assets
    197,700       2,815       5.78 %     208,798       2,980       5.71 %
                                                 
Liabilities:
                                               
Public offering notes – Class A
    45,902       467       4.13 %     47,892       444       3.71 %
Public offering notes – Alpha
  Class
    5,338       76       5.73 %     10,750       144       5.35 %
Special offering notes
    9,579       87       3.69 %     7,892       89       4.51 %
International notes
    202       2       4.50 %     406       4       4.28 %
Subordinated notes
    1,655       28       6.87 %     2,716       46       6.78 %
Borrowings from financial institutions
    120,012       1,274       4.31 %     125,600       1,326       4.22 %
                                                 
Total interest-bearing liabilities
  $ 182,688     $ 1,934       4.29 %   $ 195,256       2,053       4.21 %
                                                 
Net interest income
          $ 881                     $ 927          
Net interest margin [2]
                    1.81 %                     1.78 %
   
[1] Loans are net of deferred fees but gross of the allowance for loan losses
 
[2] Net interest margin is equal to net interest income as a percentage of average interest-earning assets.
 
   

Average interest-earning assets decreased to $197.7 million during the three months ended March 31, 2011, from $208.8 million during the same period in 2010, a decrease of $11.1 million or 6%. The average yield on these assets increased to 5.78% for the three months ended March 31, 2011 from 5.71% for the three months ended March 31, 2010. This average yield increase is related to the additional interest income we are receiving on the loans that we are now servicing. Average interest-bearing liabilities, consisting of notes payable, decreased to $182.7 million during the three months ended March 31, 2011, from $195.3 million during the same period in 2010. The average rate paid on these notes increased to 4.29% for the three months ended March 31, 2011, from 4.21% for the same period in 2010. The increase on the average interest rate paid on these liabilities was primarily related to the increase on interest rates paid on our borrowings from financial institutions.

Net interest income for the three months ended March 31, 2011, was $881 thousand, which was a decrease of $46 thousand, or 5% for the same period in 2010.  Net interest margin increased 3 basis points to 1.81% for the quarter ended March 31, 2011, compared to 1.78% for the quarter ended March 31, 2010.
 
 
-5-

 
The following table sets forth, for the periods indicated, the dollar amount of changes in interest earned and paid for our interest-earning assets and interest-bearing liabilities, the amount of change attributable to changes in average daily balances (volume), and changes in interest rates (rate).

Rate/Volume Analysis of Net Interest Income
 
       
   
Three months Ended March 31, 2011 vs. 2010
 
   
Increase (Decrease) Due to Change in
 
   
Volume
   
Rate
   
Total
 
   
(Dollars in Thousands)
 
                   
Increase (Decrease) in Interest Income:
                 
Interest-earning account with other financial institutions
  $ (11 )   $ (6 )   $ (17 )
Total loans
    (110 )     (37 )     (147 )
      (121 )     (43 )     (164 )
                         
Increase (Decrease) in Interest Expense:
                       
Public offering notes – Class A
    (19 )     43       24  
Public offering notes – Alpha Class
    (76 )     8       (68 )
Special offering notes
    17       (19 )     (2 )
International notes
    (2 )     (0 )     (2 )
Subordinated notes
    (18 )     --       (18 )
Other
    (59 )     7       (52 )
      (157 )     39       (118 )
Change in net interest income
  $ 36     $ (82 )   $ (46 )
 
Liquidity and Capital Resources
 
Three months Ended March 31, 2011 vs. Three months Ended December 31, 2010
 
The net increase in cash during the three months ended March 31, 2011 was $1.7 million, as compared to a net increase of $2.2 million for the three months ended March 31, 2010, a decrease of $514 thousand. Net cash used by operating activities totaled $208 thousand for the three months ended March 31, 2011, as compared to net cash provided by operating activities of $156 thousand for the same period in 2010. This decrease is attributable primarily to a decrease in net income over the same period in 2010.
 
Net cash provided by investing activities totaled $4.0 million during the three months ended March 31, 2011, as compared to $1.3 million used during the three months ended March 31, 2010, an increase in cash of $2.7 million. This increase is primarily related to the sale of $1.6 million of participations during the three months ended March 31, 2011, as well as the pay off of two loans during this period.
 
Net cash used by financing activities totaled $2.1 million for the three month period ended March 31, 2011, a decrease in cash of $2.8 million from $743 thousand provided by financing activities during the three months ended March 31, 2010. This difference is attributable to the paydown of our line of credit borrowings.

Historically, we have relied on the sale of our debt securities to finance our mortgage loan investments.  We also have been successful in generating reinvestments by our debt security holders when the notes that they hold mature.  During the three months ended March 31, 2011, our investors renewed their debt securities investments at an 81% rate.  During the three months ended March 31, 2010, 73% of our investors renewed their investments or reinvested in new debt securities that have been offered by us.
 
At March 31, 2011, our cash, which includes cash reserves and cash available for investment in the mortgage loans, was $8.8 million, an increase of $1.7 million from $7.1 million at December 31, 2010.

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.

 
-6-

 
Item 4.  Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
Our management, including our President and Principal Accounting Officer, supervised and participated in an evaluation of our disclosure controls and procedures as of March 31, 2011.  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 President and Principal Accounting Officer have 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 required to be disclosed by us 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
 
There were no significant changes in the our internal controls over financial reporting that occurred in the first quarter of 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
PART II - OTHER INFORMATION
 
Item 1.  Legal Proceedings
 
As of the date of this Report, there is no material litigation, threatened or pending, against us. Our management is not aware of any disagreements, disputes or other matters which may lead to the filing of legal proceedings involving us.

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.  Reserved and Removed

Item 5.  Other Information
 
None.
 
 
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Item 6.  Exhibits
 
Exhibit No.
Description of Exhibit
   
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a)
31.2
Certification of Acting Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a)
32.1
Certification pursuant to 18 U.S.C. §1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification pursuant to 18 U.S.C. §1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002


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.

 
Date: May 16, 2011
By: /s/ Billy M. Dodson
 
Billy M. Dodson
 
President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
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