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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/30/22 AHP Title Holdings LLC 1-SA 6/30/22 1:56K GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size 1: 1-SA Semi-Annual Report or Special Financial Report HTML 56K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-SA
☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A
or
☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A
For the fiscal semiannual period ended June 30, 2022
AHP Title Holdings LLC
(Exact name of issuer as specified in its charter)
Commission File Number: 024-11415
State of Organization: Delaware
IRS EIN: 85-0640756
440 S. LaSalle Street, Suite 1110
(866) 247-8326
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Item 1: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Operating Results
For the 6 months beginning January 1, 2022, and ending June 30, 2022, (the “Operating Period”), the Company did not generate any revenue. Operating losses over the Operating Period totaled $434,084 and were primarily driven by professional fees of $160,751, personnel expenses of $116,588, and license expenses of $84,700. These expenses were absorbed as the Company prepares itself for full operations by the end of 2022.
As of June 30, 2022, the Company had assets totaling $959,274 on the balance sheet consisting primarily of a $750,000 investment in a title insurance company. Members’ deficit of $37,986 is primarily a result of liabilities in excess of assets, specifically amounts due to related parties of $908,316.
Liquidity and Capital Resources
Our registration statement on Form 1-A, pursuant to which we offered to sell up to $75,000,000 of Class A interests, was declared effective by the Securities and Exchange Commission on September 30, 2021. We filed an amended offering which was qualified by the SEC on July 1, 2022. We subsequently amended the offering statement to raise the preferred return to investors from 7% to 9%, which amendment was declared effective by the Securities and Exchange Commission on September 1, 2022. As of June 30, 2022, we have raised $1,317,186 in Class A interests.
To provide more “liquidity” – meaning cash – we might borrow money from banks or other lenders, secured by Mortgage Loans and other property owned by the Company. As a licensed insurance company, AHP Title Insurance would have the ability to borrow from the Federal Home Loan Banks.
Affiliates of the Company have advanced approximately $200,000 to the Company to fund the Company’s development. We treat these advances as interest-free loans, payable on demand. We will repay these advances from the proceeds of the Offering.
The Company also expects to commit additional capital to capitalize AHP Title Insurance in accordance with requirements of state insurance regulators, and another $250,000 to provide working capital.
The Company has committed up to $30 million to fund the Dove Street Partnership, but only in its discretion.
Trend Information
Because the Company is a new business, management has not identified any significant recent trends in the Company’s performance. As of the date of this filing, management is not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause the Company’s reported financial information not necessarily to be indicative of future operating results or financial condition, other than the COVID-19 pandemic and industry-specific risk factors.
Item 2: Other Information
On May 6, 2022, the Company appointed Jorge Newbery to be the Chief Financial Officer, replacing Charles Halko, who is no longer employed by the Company.
After the reporting period, on August 5, 2022, Patrick McLaughlin was replaced as President by Chris Pummill.
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Item 3: Financial Statements
| AHP Title Holdings LLC | ||||
| Balance Sheet | ||||
| As of June 30, 2022 | ||||
| Total | ||||
| ASSETS | ||||
| Current Assets | ||||
| Bank Accounts | ||||
| AHP Title 5/3 Bank 0704 | $ | 59,268.18 | ||
| Total Bank Accounts | 59,268.18 | |||
| Accounts Receivable | ||||
| Accounts Receivable | (775.00 | ) | ||
| Investor Receivables | 0.00 | |||
| Total Accounts Receivable | (775.00 | ) | ||
| Other Current Assets | ||||
| Prepaid Expenses | 3,920.97 | |||
| Investments - ANTIC | 750,000.00 | |||
| Due from Related Parties | 7,400.00 | |||
| Due from AHPS | 0.00 | |||
| Total Due from Related Parties | 7,400.00 | |||
| Total Other Current Assets | 761,320.97 | |||
| Total Current Assets | 819,814.15 | |||
| Fixed Assets | ||||
| Fixed Asset Software | 139,460.00 | |||
| Total Fixed Assets | 139,460.00 | |||
| TOTAL ASSETS | $ | 959,274.15 | ||
| LIABILITIES AND EQUITY | ||||
| Liabilities | ||||
| Current Liabilities | ||||
| Accounts Payable | ||||
| Accounts Payable | $ | 116,423.24 | ||
| Total Accounts Payable | 116,423.24 | |||
| Credit Cards | ||||
| Amex-11000 AHP Title | 10,482.84 | |||
| Total Credit Cards | 10,482.84 | |||
| Other Current Liabilities | ||||
| Accrued Expenses | (37,961.65 | ) | ||
| Accrued Payroll | 0.00 | |||
| Due to Related Parties | 908,316.14 | |||
| Total Other Current Liabilities | 870,354.49 | |||
| Total Current Liabilities | 997,260.57 | |||
| Total Liabilities | 997,260.57 | |||
| Equity | ||||
| Member 1 Draws | 295.00 | |||
| Member 1 Equity | 200,195.25 | |||
| Investor Capital - Class A | 1,304,153.90 | |||
| Investor Reinvestments - Class A | 13,032.10 | |||
| Retained Earnings | (1,044,758.91 | ) | ||
| Investor Returns - Class A | (23,596.65 | ) | ||
| Investor Redemptions - Class A | (53,223.10 | ) | ||
| Net Income | (434,084.01 | ) | ||
| Total Equity | (37,986.42 | ) | ||
| TOTAL LIABILITIES AND EQUITY | $ | 959,274.15 | ||
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AHP Title Holdings LLC
Profit and Loss
January - June, 2022
| Total | ||||
| Income | ||||
| Total Income | ||||
| Gross Profit | $ | 0.00 | ||
| Expenses | ||||
| Advertising and Promotion | 742.48 | |||
| Bank Service Charges | 797.00 | |||
| Business Licenses and Permits | 84,700.38 | |||
| Computer and Internet Expenses | 1,906.22 | |||
| Dues and Subscriptions | 750.00 | |||
| Insurance Expense | 1,195.33 | |||
| Interest Expense | 53,255.70 | |||
| Meals and Entertainment | 1,102.81 | |||
| Payroll Expenses | 111,645.91 | |||
| Health Insurance Expense | 4,942.38 | |||
| Professional Fees | 160,750.97 | |||
| Telephone Expense | 3,816.19 | |||
| Travel Expense | 8,478.64 | |||
| Total Expenses | 434,084.01 | |||
| Net Operating Income | (434,084.01 | ) | ||
| Net Income | $ | (434,084.01 | ) | |
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Item 4: Exhibits
| Exhibit 1A-2A | Certificate of Formation of the Company filed with the Delaware Secretary of State on March 26, 2020.* |
| Exhibit 1A-2B | First Amended and Restated Limited Liability Company Agreement dated December 18, 2020.* |
| Exhibit 1A-2C | Authorizing Resolution dated December 18, 2020.* |
| Exhibit 1A-6A | Servicing Agreement between Title Insurance and AHP Servicing.* |
| Exhibit 1A-6B | Amended and Restated Trust Agreement dated October 29, 2014.* |
| Exhibit 1A-6C | Amendment No. 1 to Amended and Restated Trust Agreement.* |
| Exhibit 1A-6D | Series Addendum Establishing Series “AHP Title Direct.”* |
| Exhibit 1A-6E | Master Services Agreement between Title Insurance and ANTIC.* |
| Exhibit 1A-6F | Gulf Coast Purchase Agreement.* |
| Exhibit 1A-6G | Extension of Master Services Agreement between Title Insurance and ANTIC.* |
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Signatures
Pursuant to the requirements of Regulation A, the issuer has duly caused this Semi-Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on September 30, 2022.
| AHP TITLE HOLDINGS LLC | |
| By: /s/ Jorge Newbery___________________ | |
| Jorge Newbery, Chief Executive Officer |
Pursuant to the requirements of Regulation A, this Semiannual Report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated.
/s/ Jorge Newbery_______________________________
Jorge Newbery, Chief Financial Officer
/s/ Jorge Newbery_______________________________
Jorge Newbery, Chief Executive Officer
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| This ‘1-SA’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/30/22 | |||
| 9/1/22 | QUALIF | |||
| 8/5/22 | ||||
| 7/1/22 | QUALIF | |||
| For Period end: | 6/30/22 | |||
| 5/6/22 | ||||
| 1/1/22 | ||||
| 9/30/21 | QUALIF | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/04/21 AHP Title Holdings LLC 1-A/A 4:734K GlobalOne Filings Inc/FA 6/22/21 AHP Title Holdings LLC 1-A/A 3:969K GlobalOne Filings Inc/FA 1/20/21 AHP Title Holdings LLC 1-A 12:1.7M GlobalOne Filings Inc/FA |