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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

     
(Mark One)
   
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
    FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2004
Or
 
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
    Transition Period From           To

COMMISSION FILE NUMBER 333-32800

VESTIN FUND I, LLC

(Exact Name of Registrant as Specified in Its Charter)
     
Nevada
  88-0446244
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
 
8379 West Sunset Road,
Las Vegas, Nevada
(Address of Principal Executive Offices)
  89113
(Zip Code)

Registrant’s Telephone Number:

702.227.0965

      Indicate by check 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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)     Yes þ          No o

      As of January 31, 2005, the Issuer had 7,619,193 of its Units outstanding.

 




TABLE OF CONTENTS

                 
Page

PART I  FINANCIAL INFORMATION
  Item 1.     Financial Statements        
         Balance sheets as of December 31, 2004 (unaudited), and September 30, 2004     3  
         Statements of income for the three months ended December 31, 2004 and 2003 (unaudited)     4  
         Statement of members’ equity for the three months ended December 31, 2004 (unaudited)     5  
         Statements of cash flows for the three months ended December 31, 2004 and 2003 (unaudited)     6  
         Notes to financial statements (unaudited)     7  
 Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations     18  
 Item 3.    Quantitative and Qualitative Disclosures about Market Risk     26  
 Item 4.    Controls and Procedures     27  
 
 PART II  OTHER INFORMATION
 Item 1.    Legal Proceedings     28  
 Item 2.    Changes in Securities and Use of Proceeds     28  
 Item 3.    Defaults Upon Senior Securities     28  
 Item 4.    Submission of Matters to a Vote of Security Holders     28  
 Item 5.    Other Information     28  
 Item 6.    Exhibits     28  
 SIGNATURES         29  
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32

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Vestin Fund I, LLC

BALANCE SHEETS
                     
December 31, September 30,
2004 2004


(Unaudited)
ASSETS
Cash
  $ 20,210,097     $ 9,829,496  
Certificates of deposit
    300,000       300,000  
Interest and other receivables
    601,803       1,327,089  
Note receivable
    119,299       119,299  
Real estate held for sale
    11,645,181       15,286,848  
Real estate held for sale — seller financed
    10,801,448       10,801,448  
Investment in mortgage loans, net of allowance for loan losses of $600,000 at December 31, 2004, and September 30, 2004
    41,027,038       47,344,198  
Assets under secured borrowings
    3,176,808       6,134,410  
   
   
 
    $ 87,881,674     $ 91,142,788  
   
   
 
 
LIABILITIES AND MEMBERS’ EQUITY
Liabilities
               
 
Accounts payable
  $     $ 351,205  
 
Due to Manager
    778,247       652,312  
 
Due to Vestin Group
          4,822  
 
Due to Vestin Fund II
    1,504,169       1,469,743  
 
Secured borrowings
    3,176,808       6,134,410  
 
Deferred income
    426,737       251,742  
   
   
 
   
Total liabilities
    5,885,961       8,864,234  
   
   
 
Members’ equity — authorized 10,000,000 units, 8,293,352 units and 8,354,057 units issued at $10 per unit and outstanding at December 31, 2004, and September 30, 2004, respectively
    81,995,713       82,278,554  
   
   
 
   
Total members’ equity
    81,995,713       82,278,554  
   
   
 
   
Total liabilities and members’ equity
  $ 87,881,674     $ 91,142,788  
   
   
 

The accompanying notes are an integral part of these statements.

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VESTIN FUND I, LLC

STATEMENTS OF INCOME
                     
For the Three Months Ended

December 31, December 31,
2004 2003


(Unaudited)
Revenues
               
 
Interest income from investment in mortgage loans
  $ 1,174,907     $ 1,818,890  
 
Loan fees
          72,233  
 
Gain on sale of real estate held for sale
    1,049,031        
 
Other income
    86,096       157,025  
   
   
 
   
Total revenues
    2,310,034       2,048,148  
Operating expenses
               
 
Management fees
    63,796       63,796  
 
Provision for loan losses
          100,000  
 
Interest expense
    131,740       495,072  
 
Loss on sale of real estate held for sale
    11,121        
 
Write down on real estate held for sale
    277,992       521,378  
 
Expenses related to real estate held for sale
    149,471       57,725  
 
Professional fees
    100,954       21,215  
 
Other
    707       1,355  
   
   
 
   
Total operating expenses
    735,781       1,260,541  
   
   
 
   
NET INCOME
  $ 1,574,253     $ 787,607  
Net income allocated to members
  $ 1,574,253     $ 787,607  
   
   
 
Net income allocated to members per weighted average membership units
  $ 0.19     $ 0.09  
   
   
 
Weighted average membership units
    8,332,817       9,110,711  
   
   
 

The accompanying notes are an integral part of these statements.

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VESTIN FUND I, LLC

STATEMENT OF MEMBERS’ EQUITY
FOR THE THREE MONTHS ENDED DECEMBER 31, 2004
                 
Units Amount


(Unaudited)
Members’ equity at September 30, 2004
    8,354,057     $ 82,278,554  
Distributions
          (1,250,041 )
Reinvestments of distributions
    18,111       181,109  
Members’ redemptions
    (78,816 )     (788,162 )
Net income
          1,574,253  
   
   
 
Members’ equity at December 31, 2004
    8,293,352     $ 81,995,713  
   
   
 

The accompanying notes are an integral part of these statements.

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VESTIN FUND I, LLC

STATEMENTS OF CASH FLOWS
                       
For the Three Months Ended

December 31, December 31,
2004 2003


(Unaudited)
Cash flows from operating activities:
               
 
Net income
  $ 1,574,253     $ 787,607  
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
   
Write down of real estate held for sale
    277,992       521,378  
   
Loss on sale of real estate held for sale
    11,121        
   
Gain on sale of real estate held for sale
    (1,049,031 )      
   
Provision for loan losses
          100,000  
   
Change in operating assets and liabilities:
               
     
Interest and other receivables
    725,286       124,548  
     
Due to Manager
    125,935       (111,462 )
     
Due to related parties
    20,645       (409,474 )
     
Accounts payable
    (351,205 )     (21,734 )
     
Deferred income
    174,995       71,632  
   
   
 
     
Net cash provided by operating activities
    1,509,991       1,062,495  
   
   
 
Cash flows from investing activities:
               
 
Purchase of investments in mortgage loans
    (459,219 )     (10,627,485 )
 
Purchase of investments in mortgage loans from other related party
          (350,000 )
 
Payments related to real estate held for sale
          (306,259 )
 
Proceeds from loan payoff
    5,503,792       11,808,547  
 
Proceeds from sale of investment in real estate
    5,683,131        
 
Repayment of secured borrowing
          (58,254 )
 
Purchase of certificates of deposit
          (9,711 )
   
   
 
     
Net cash provided by investing activities
    10,727,704       456,838  
   
   
 
Cash flows from financing activities:
               
 
Members’ distributions, net of reinvestments
    (1,068,932 )     (1,019,767 )
 
Members’ withdrawals
    (788,162 )     (839,964 )
   
   
 
     
Net cash used in financing activities
    (1,857,094 )     (1,859,731 )
   
   
 
     
NET CHANGE IN CASH
    10,380,601       (340,398 )
Cash, beginning of period
    9,829,496       13,707,547  
   
   
 
Cash, ending of period
  $ 20,210,097     $ 13,367,149  
   
   
 
Supplemental disclosures of cash flows information:
               
 
Non-cash investing and financing activities:
               
   
Change in loans funded through secured borrowing
  $ 2,957,602     $ 13,125  
   
   
 
   
Real estate held for sale acquired through foreclosure
  $ 2,149,226     $ 4,080,687  
   
   
 
   
Loans rewritten with same or similar property as collateral
  $ 867,680     $ 559,457  
   
   
 

The accompanying notes are an integral part of these statements.

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VESTIN FUND I, LLC

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
(Unaudited)

NOTE A — ORGANIZATION

      We operate as a Nevada limited liability company for the purpose of investing in mortgage loans. We invest in loans secured by real estate through deeds of trust and mortgages. We were organized in December 1999 and commenced our business operations in June 2001. We will continue our operations until December 31, 2019 unless dissolved prior thereto or extended by vote of the members under the provisions of the Company’s operating agreement. Our manager is Vestin Mortgage, Inc., a licensed mortgage company in the State of Nevada (“Vestin Mortgage,” or “Manager”). Vestin Mortgage is a wholly-owned subsidiary of Vestin Group, Inc., a Delaware corporation (“Vestin Group”). In January 2005, Vestin Group received notice from NASDAQ that it no longer meets the minimum requirements for continued listing on the Nasdaq SmallCap Market. On February 2, 2005, Vestin Group was notified that the NASD’s OTC Compliance Unit has requested further information regarding the application to include Vestin Group’s common stock for quotation on the OTC Bulletin Board (“OTCBB”). Accordingly, Vestin Group’s common stock has not started trading on the OTCBB, and Vestin Group can give no assurance as to if and when the application to the OTCBB will be approved. Vestin Group’s common stock has been delisted from The Nasdaq SmallCap Market. Through its subsidiaries, Vestin Group is engaged in asset management, real estate lending and other financial services. In this quarterly report, from time to time, we will refer to our company, Vestin Fund I, LLC, as the “Company.”

      We invest in mortgage loans throughout the areas in which Vestin Mortgage and its correspondents have experience, primarily Arizona, California, Hawaii, New York, and Nevada. The loans we invest in are selected for us by Vestin Mortgage from among loans originated by Vestin Mortgage or non-affiliated mortgage brokers. When Vestin Mortgage or a non-affiliated mortgage broker originates a loan for us, that entity identifies the borrower, processes the loan application, makes or invests in the loan, and brokers or sells the loan to us. We believe that our loans are attractive to borrowers because of the expediency of Vestin Mortgage’s loan approval process, which takes about ten to twenty days.

      Vestin Mortgage, Inc. is also the manager of Vestin Fund II, LLC, (“Fund II”), Vestin Fund III, LLC (“Fund III”) and inVestin Nevada, Inc., entities that are in a business similar to us.

      The financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. The financial statements should be read in conjunction with the financial statements and notes thereto contained in our annual report on Form 10-K for the year ended September 30, 2004.

      The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operation. All such adjustments are of a normal recurring nature.

      Certain reclassifications have been made to the prior year’s financial statements to conform with the current year presentation.

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 
1. MANAGEMENT ESTIMATES

      The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of

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VESTIN FUND I, LLC

NOTES TO FINANCIAL STATEMENTS — (Continued)

contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

 
2. INVESTMENTS IN MORTGAGE LOANS

      Investments in mortgage loans are secured by trust deeds and mortgages. Generally, all of our mortgage loans require interest only payments with a balloon payment of the principal at maturity. We have both the intent and ability to hold mortgage loans until maturity and therefore, mortgage loans are classified and accounted for as held for investment and are carried at amortized cost. Loans sold to or purchased from affiliates are accounted for at the principal balance and no gain or loss is recognized by us or any affiliate. Loan to value ratios are based on appraisals obtained at the time of loan origination and may not reflect subsequent changes in value estimates. Such appraisals are generally dated within 12 months of the date of loan origination and may be commissioned by the borrower. The appraisals may be for the current estimate of the “as-if developed” value of the property, which approximates the post-construction value of the collateralized property assuming that such property is developed. As-if developed values on raw land loans or acquisition and development loans often dramatically exceed the immediate sales value and may include anticipated zoning changes and timely successful development by the purchaser. As most of the appraisals will be prepared on an as-if developed basis, if a loan goes into default prior to any development of a project, the market value of the property may be substantially less than the appraised value. As a result, there may be less security than anticipated at the time the loan was originally made. If there is less security and a default occurs, we may not recover the full amount of the loan.

 
3. ALLOWANCE FOR LOAN LOSSES

      We maintain an allowance for loan losses on our investments in mortgage loans for estimated credit impairment in our investment in mortgage loans portfolio. The Manager’s estimate of losses is based on a number of factors including the types and dollar amounts of loans in the portfolio, adverse situations that may affect the borrower’s ability to repay, prevailing economic conditions and the underlying collateral securing the loan. Additions to the allowance are provided through a charge to earnings and are based on an assessment of certain factors which may indicate estimated losses on the loans. Actual losses on loans are recorded as a charge-off or a reduction to the allowance for loan losses. Subsequent recoveries of amounts previously charged off are added back to the allowance or included in income when the asset is disposed of.

 
4. REAL ESTATE HELD FOR SALE

      Real estate held for sale includes real estate acquired through foreclosure and is carried at the lower of cost or the property’s estimated fair value, less estimated costs to sell. We seek to sell properties acquired through foreclosure as quickly as circumstances permit. The carrying values of real estate held for sale are assessed on a regular basis from updated appraisals, comparable sales values or purchase offers.

 
5. REAL ESTATE HELD FOR SALE — SELLER FINANCED

      Seller financed real estate held for sale includes real estate acquired through foreclosure and resold to independent third parties where we have provided the financing and the borrower has not met certain criteria in accordance with Statement of Financial Accounting Standards (FAS) No. 66. FAS 66 requires the borrower to have a certain percentage equity ownership (typically 20%) to allow us to record the sale of a property. In addition, the borrower must maintain a minimum commitment in the property on a continuing basis. Therefore, until the borrower meets these requirements, the real estate is retained as real estate held for sale.

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VESTIN FUND I, LLC

NOTES TO FINANCIAL STATEMENTS — (Continued)

 
6. SECURED BORROWINGS

      Loans in which third party investors have participated through inter-creditor agreements (“Inter-creditor Agreements”) are accounted for as secured borrowings in accordance with SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (“SFAS No. 140”). The Inter-creditor Agreements provide us additional funding sources for mortgage loans whereby a third party investor (the “Investor”) may participate in certain mortgage loans with us and/or Fund II and/or Fund III (collectively, the “Lead Lenders”). In the event of borrower non-performance, the Intercreditor Agreements provide that the Lead Lenders must repay the Investor’s loan amount either by (i) continuing to remit to the Investor the interest due on the participated loan amount; (ii) substituting an alternative loan acceptable to the Investor; or (iii) repurchasing the participation from the Investor for the outstanding balance plus accrued interest.

      Additionally, an Investor may participate in certain loans with the Lead Lenders through participation agreements. In the event of borrower non-performance, the participation agreement allows the Investor to be repaid up to the amount of the Investor’s investment prior to the Lead Lenders being repaid. Mortgage loan financing under the participation agreements are also accounted for as a secured borrowing in accordance with SFAS No. 140.

NOTE C — INVESTMENTS IN MORTGAGE LOANS

      Investments in mortgage loans as of December 31, 2004 are summarized below:

                                         
Number Weighted
of Average Portfolio Loan to
Loan Type Loans Balance(1) Interest Rate Percentage Value(2)






Acquisition and development
    11     $ 18,776,159       9.40 %     35.81 %     65.20 %
Bridge
    6       7,160,630       10.18 %     13.66 %     50.85 %
Commercial
    7       12,356,116       12.13 %     23.57 %     77.99 %
Construction
    2       8,001,691       5.11 %     15.26 %     84.46 %
Land
    4       6,133,890       12.65 %     11.70 %     71.42 %
   
   
   
   
   
 
      30     $ 52,428,486       9.88 %     100.00 %     69.92 %
   
   
   
   
   
 

      Investment in mortgage loans as of September 30, 2004 are summarized below:

                                         
Number Weighted
of Average Portfolio Loan to
Loan Type Loans Balance(1) Interest Rate Percentage Value(2)






Acquisition and development
    10     $ 18,810,500       9.71 %     32.02 %     63.01 %
Bridge
    9       8,687,165       10.65 %     14.79 %     49.98 %
Commercial
    8       12,932,116       12.22 %     22.01 %     77.19 %
Construction
    4       12,181,975       7.64 %     20.74 %     76.81 %
Land
    4       6,133,890       12.65 %     10.44 %     71.42 %
   
   
   
   
   
 
      35     $ 58,745,646       10.28 % &