U.S. SECURITIES AND EXCHANGE COMMISSION
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 MARCH 31, 2005
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
| NEVADA | 88-0446244 | |
| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
8379 WEST SUNSET ROAD, LAS VEGAS, NEVADA 89113
(Address of Principal Executive Offices) (Zip Code)
Registrants 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 April 30, 2005, the Issuer had 7,602,594 of its Units outstanding.
TABLE OF CONTENTS
2
VESTIN FUND I, LLC
BALANCE SHEETS
| (UNAUDITED) | ||||||||
| MARCH 31, 2005 | SEPTEMBER 30, 2004 | |||||||
| ASSETS |
||||||||
Cash |
$ | 6,539,080 | $ | 9,829,496 | ||||
Certificates of deposit |
300,000 | 300,000 | ||||||
Interest and other receivables |
567,479 | 1,327,089 | ||||||
Note receivable |
119,299 | 119,299 | ||||||
Real estate held for sale |
8,111,297 | 15,286,848 | ||||||
Real estate held for sale seller financed |
10,696,376 | 10,801,448 | ||||||
Investment in mortgage loans, net of allowance for loan losses
of $644,565 at March 31, 2005, and
$600,000 at September 30, 2004 |
52,376,113 | 47,344,198 | ||||||
Assets under secured borrowings |
10,147,880 | 6,134,410 | ||||||
Total assets |
$ | 88,857,524 | $ | 91,142,788 | ||||
| LIABILITIES AND MEMBERS EQUITY |
||||||||
Liabilities
|
||||||||
Accounts payable and accrued liabilities |
$ | 353,715 | $ | 351,205 | ||||
Due to Manager |
907,902 | 652,312 | ||||||
Due to Vestin Group |
2,095 | 4,822 | ||||||
Due to Vestin Fund II |
1,525,250 | 1,469,743 | ||||||
Secured borrowings |
10,147,880 | 6,134,410 | ||||||
Deferred income |
599,826 | 251,742 | ||||||
Total liabilities |
13,536,668 | 8,864,234 | ||||||
Members equity authorized 10,000,000 units, 7,726,401 units
and 8,354,057 units issued at $10 per unit and outstanding at
March 31, 2005 and September 30, 2004, respectively |
75,320,856 | 82,278,554 | ||||||
Total members equity |
75,320,856 | 82,278,554 | ||||||
Total liabilities and members equity |
$ | 88,857,524 | $ | 91,142,788 | ||||
The accompanying notes are an integral part of these statements.
3
VESTIN FUND I, LLC
STATEMENTS OF INCOME
(UNAUDITED)
| FOR THE THREE MONTHS ENDED | FOR THE SIX MONTHS ENDED | |||||||||||||||
| MARCH 31, 2005 | MARCH 31, 2004 | MARCH 31, 2005 | MARCH 31, 2004 | |||||||||||||
Revenues |
||||||||||||||||
Interest income from investment in
mortgage loans |
$ | 1,550,247 | $ | 2,137,083 | $ | 2,725,155 | $ | 3,955,973 | ||||||||
Gain on sale of real estate held for sale |
23,390 | | 1,072,421 | | ||||||||||||
Revenue related to the sale of real estate |
| 4,666,667 | | 4,666,667 | ||||||||||||
Other income |
580,601 | 27,573 | 666,697 | 256,831 | ||||||||||||
Total revenues |
2,154,238 | 6,831,323 | 4,464,273 | 8,879,471 | ||||||||||||
Operating expenses |
||||||||||||||||
Management fees |
68,684 | 63,796 | 132,480 | 127,592 | ||||||||||||
Provision for loan losses |
44,565 | | 44,565 | 100,000 | ||||||||||||
Interest expense |
108,814 | 534,608 | 240,553 | 1,029,680 | ||||||||||||
Loss on sale of real estate held for sale |
388,901 | | 400,022 | | ||||||||||||
Write down on real estate held for sale |
639,138 | | 917,130 | 521,378 | ||||||||||||
Expenses related to real estate held for sale |
452,776 | 198,778 | 602,248 | 256,503 | ||||||||||||
Professional fees |
140,321 | 55,649 | 241,275 | 76,865 | ||||||||||||
Other |
158,413 | 101,095 | 159,120 | 102,449 | ||||||||||||
Total operating expenses |
2,001,612 | 953,926 | 2,737,393 | 2,214,467 | ||||||||||||
NET INCOME |
$ | 152,626 | $ | 5,877,397 | $ | 1,726,880 | $ | 6,665,004 | ||||||||
Net income allocated to members |
$ | 152,626 | $ | 5,877,397 | $ | 1,726,880 | $ | 6,665,004 | ||||||||
Net income allocated to members per
weighted average membership units |
$ | 0.02 | $ | 0.68 | $ | 0.21 | $ | 0.75 | ||||||||
Weighted average membership units |
7,738,967 | 8,664,702 | 8,049,013 | 8,888,926 | ||||||||||||
The accompanying notes are an integral part of these statements.
4
VESTIN FUND I, LLC
STATEMENT OF MEMBERS EQUITY
FOR THE SIX MONTHS ENDED MARCH 31, 2005
(UNAUDITED)
| Units | Amount | |||||||
Members equity at September 30, 2004 |
8,354,057 | $ | 82,278,554 | |||||
Distributions |
| (2,408,013 | ) | |||||
Reinvestments of distributions |
34,379 | 343,788 | ||||||
Members redemptions |
(662,035 | ) | (6,620,353 | ) | ||||
Net income |
| 1,726,880 | ||||||
Members equity at March 31, 2005 |
7,726,401 | $ | 75,320,856 | |||||
The accompanying notes are an integral part of these statements.
5
VESTIN FUND I, LLC
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| FOR THE SIX MONTHS ENDED | ||||||||
| MARCH 31, 2005 | MARCH 31, 2004 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 1,726,880 | $ | 6,665,004 | ||||
Adjustments to reconcile net income to net
cash provided by operating activities: |
||||||||
Write down of real estate held for sale |
917,130 | 521,378 | ||||||
Loss on sale of real estate held for sale |
400,022 | | ||||||
Gain on sale of real estate held for sale |
(1,072,421 | ) | | |||||
Provision for loan losses |
44,565 | 100,000 | ||||||
Change in operating assets and liabilities: |
||||||||
Interest and other receivables |
726,690 | 310,238 | ||||||
Due to Manager |
255,590 | (27,280 | ) | |||||
Due to related parties |
43,821 | 399,463 | ||||||
Accounts payable and accrued liabilities |
2,511 | (5,757 | ) | |||||
Deferred income |
348,084 | 94,371 | ||||||
Net cash provided by operating activities |
3,392,872 | 8,057,417 | ||||||
Cash flows from investing activities: |
||||||||
Purchase of investments in mortgage loans |
(16,500,448 | ) | (24,405,404 | ) | ||||
Purchase of investments in mortgage loans
from other related party |
| (350,000 | ) | |||||
private investor |
| (1,498,464 | ) | |||||
Proceeds from loan payoff |
10,256,452 | 27,629,367 | ||||||
Proceeds from sale of investment in real estate |
8,245,286 | | ||||||
Cash outlays for real estate held for sale |
| (1,529,668 | ) | |||||
Purchase of certificates of deposit |
| 165,289 | ||||||
Net cash provided by investing activities |
2,001,290 | 11,120 | ||||||
Cash flows from financing activities: |
||||||||
Members distributions, net of reinvestments |
(2,064,225 | ) | (2,006,632 | ) | ||||
Members withdrawals |
(6,620,353 | ) | (5,523,042 | ) | ||||
Net cash used in financing activities |
(8,684,578 | ) | (7,529,674 | ) | ||||
NET CHANGE IN CASH |
(3,290,416 | ) | 538,863 | |||||
Cash, beginning of period |
9,829,496 | 13,707,547 | ||||||
Cash, end of period |
$ | 6,539,080 | $ | 14,246,410 | ||||
Supplemental disclosures of cash flows information: |
||||||||
Non-cash investing and financing activities: |
||||||||
Change in loans funded through secured borrowing |
$ | 2,957,602 | $ | 5,247,559 | ||||
Real estate held for sale acquired through foreclosure |
$ | 2,149,226 | $ | 2,251,031 | ||||
Loans rewritten with same or similar property as collateral |
$ | 867,680 | $ | | ||||
Reduction in Note Payable to Fund II due to valuation
allowance on real estate held for sale |
$ | | $ | 454,989 | ||||
Investment in real estate held for sale reclassified
from interest receivable |
$ | 32,920 | $ | | ||||
The accompanying notes are an integral part of these statements.
6
VESTIN FUND I, LLC
NOTES TO FINANCIAL STATEMENTS
March 31, 2005
(Unaudited)
NOTE A ORGANIZATION
We were organized in December 1999 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 commenced our business operations in August 2000. We will continue our operations until December 2019 unless dissolved prior thereto or extended by vote of the members under the provisions of our operating agreement. During June 2004 we discontinued the offering of our Units. Our manager is Vestin Mortgage, Inc., a licensed mortgage broker 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). Vestin Groups common stock currently trades in the pink sheets published by Pink Sheets, LLC. On April 5, 2005, Vestin Groups majority shareholder, Michael V. Shustek commenced a tender offer to acquire any and all of the outstanding shares of Vestin Group common stock which he does not currently own. As a result, Vestin Group may become a privately held company in the near future. 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 II, 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 Mortgages 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 years 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 contingent assets and
7
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 inherent to our loan portfolio. The Managers 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 borrowers 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.
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 propertys 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.
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 generally provide that the Lead Lenders
8
must repay the Investors 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 may allow the Investor to be repaid up to the amount of the Investors 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 March 31, 2005 are summarized below:
| Number | Weighted | Loan | ||||||||||||||||||
| Loan | Of | Average | Portfolio | To | ||||||||||||||||
| Type | Loans | Balance(1) | Interest Rate | Percentage | Value(2) | |||||||||||||||
Acquisition and development |
4 | $ | 6,879,118 | 8.49 | % | 10.80 | % | 70.99 | % | |||||||||||
Bridge |
5 | 7,062,823 | 10.16 | % | 11.08 | % | 50.78 | % | ||||||||||||
Commercial |
11 | 30,990,117 | 9.94 | % | 48.64 | % | 66.84 | % | ||||||||||||
Construction |
3 | 3,917,342 | 9.25 | % | 6.15 | % | 70.28 | % | ||||||||||||
Land |
7 | 14,867,654 | 12.61 | % | 23.33 | % | 60.97 | % | ||||||||||||
| 30 | 63,717,054 | 10.39 | % | 100.00 | % | 64.35 | % | |||||||||||||
Investment in mortgage loans as of September 30, 2004 are summarized below:
| Number | Weighted | Loan | ||||||||||||||||||
| Loan | of | Average | Portfolio | To | ||||||||||||||||
| 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 | % | 100.00 | % | 67.49 | % | ||||||||||||
| (1) The following table reconciles the balance of the loan portfolio to the amount shown on the
accompanying Balance Sheet. The contra accounts represent the amount of real estate held for sale sold to third parties where we provided financing. GAAP 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 investment in the new loan is reduced by the amount originally invested in the real estate held for sale. |
9
| September 30, | ||||||||
| March 31, 2005 | 2004 | |||||||
| Balance | Balance | |||||||
Balance per loan portfolio |
$ | 63,717,054 | $ | 58,745,646 | ||||
Less: |
||||||||
Seller financed loans included in real
estate held for sale |
(10,696,376 | ) | (10,801,448 | ) | ||||
Allowance for loan losses |
(644,565 | ) | (600,000 | ) | ||||
Balance per accompanying Balance Sheet |
$ | 52,376,113 | $ | 47,344,198 | ||||
| (2) 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, which may be commissioned by the borrower, are generally dated no greater than 12 months prior to the date of loan origination. 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, selection by a purchaser against multiple alternatives, and successful development by the purchaser; upon which development is dependent on availability of financing. 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. |
| September 30, | ||||||||||||||||
| March 31, 2005 | Portfolio | 2004 | Portfolio | |||||||||||||
| Loan Type | Balance* | Percentage | Balance* | Percentage | ||||||||||||
First mortgages |
$ | 63,559,204 | 99.75 | % | $ | 57,830,608 | 98.44 | % | ||||||||
Second mortgages** |
157,850 | 0.25 | % | 915,038 | 1.56 | % | ||||||||||
| $ | 63,717,054 | 100.00 | % | $ | 58,745,646 | 100.00 | % | |||||||||
| **Generally, our second mortgages are junior to a first trust deed position held by either us or our Manager. |
The following is a schedule of contractual maturities of investments in mortgage loans as of March 31, 2005*:
2005 |
$ | 27,746,255 | ||
2006 |
27,331,012 | |||
2007 |
8,639,787 | |||
| $ | 63,717,054 | |||
The following is a schedule by geographic location of investments in mortgage loans:
| September 30, | ||||||||||||||||
| March 31, 2005 | Portfolio | 2004 | Portfolio | |||||||||||||
| Balance* | Percentage | Balance* | Percentage | |||||||||||||
Arizona |
$ | 12,491,742 | 19.61 | % | $ | 11,681,908 | 19.89 | % | ||||||||
California |
15,820,212 | 24.83 | % | 11,475,286 | 19.53 | % | ||||||||||
Hawaii |
4,138,662 | 6.50 | % | 4,138,662 | 7.05 | % | ||||||||||
Nevada |
25,496,768 | 40.02 | % | 23,236,940 | 39.56 | % | ||||||||||
New York |
3,320,000 | 5.21 | % | 3,320,000 | 5.65 | % | ||||||||||
North Carolina |
| 0.00 | % | 89,942 | 0.15 | |||||||||||
Oklahoma |
1,236,701 | 1.94 | % | 996,000 | 1.70 | % | ||||||||||
10
| September 30, | ||||||||||||||||
| March 31, 2005 | Portfolio | 2004 | Portfolio | |||||||||||||
| Balance* | Percentage | Balance* | Percentage | |||||||||||||
Texas |
1,212,969 | 1.89 | % | 1,727,592 | 2.94 | % | ||||||||||
Utah |
| | 1,503,316 | 2.56 | % | |||||||||||
Washington |
| 0 | % | 576,000 | 0.97 | |||||||||||
| $ | 63,717,054 | 100.00 | % | $ | 58,745,646 | 100.00 | % | |||||||||