U.S. SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
[ ] 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 Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
2901 EL CAMINO AVENUE, SUITE 206, LAS VEGAS, NEVADA 89102
Registrants Telephone Number: 702.227.0965
Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report. On June 24, 2002, Registrant changed its fiscal year from December 31 to September 30.
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 [X] No [ ]
As of July 31, 2002, the Issuer had 10,039,530 of its Units outstanding.
ITEM 1. FINANCIAL STATEMENTS
| PAGE | ||||
Balance sheets as of June 30, 2002 (unaudited) and December 31, 2001 |
3 | |||
Statements of income for the three and six months ended June 30, 2002 (unaudited)
and 2001 (unaudited) |
4 | |||
Statement of members equity for the six months ended June 30, 2002 (unaudited) |
5 | |||
Statements of cash flows for the six months ended June 30, 2002 (unaudited)
and 2001 (unaudited) |
6 | |||
Notes to financial statements |
7 | |||
2
VESTIN FUND I, LLC
BALANCE SHEETS
| June 30, 2002 | December 31, | |||||||||||||||||
| (Unaudited) | 2001 | |||||||||||||||||
| ASSETS | ||||||||||||||||||
Cash |
$ | 231,058 | $ | 1,256,750 | ||||||||||||||
Short-term investment related party |
| 550,000 | ||||||||||||||||
Total cash and cash equivalents |
231,058 | 1,806,750 | ||||||||||||||||
Certificates of deposit |
3,000,000 | 2,450,000 | ||||||||||||||||
Interest and other receivables |
876,315 | 1,037,218 | ||||||||||||||||
Real estate held for sale |
1,541,258 | | ||||||||||||||||
Investments in mortgage loans |
95,829,386 | 97,228,156 | ||||||||||||||||
Other assets |
51,673 | | ||||||||||||||||
Total assets |
$ | 101,529,690 | $ | 102,522,124 | ||||||||||||||
| LIABILITIES AND MEMBERS EQUITY | ||||||||||||||||||
Liabilities |
||||||||||||||||||
Due to Managing Member, net |
$ | 218,050 | $ | 66,525 | ||||||||||||||
Total liabilities |
218,050 | 66,525 | ||||||||||||||||
Members equity |
101,311,640 | 102,455,599 | ||||||||||||||||
Total liabilities and membersequity |
$ | 101,529,690 | $ | 102,522,124 | ||||||||||||||
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 | |||||||||||||||||
| June 30, | June 30, | |||||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||||
Revenues |
||||||||||||||||||
Interest income from investment
in mortgage loans |
$ | 3,038,228 | $ | 2,810,061 | $ | 6,438,217 | $ | 4,456,569 | ||||||||||
Loan origination fees |
| 86,711 | | 173,422 | ||||||||||||||
Other income |
5,550 | 48,762 | 35,107 | 91,785 | ||||||||||||||
Total revenues |
3,043,778 | 2,945,534 | 6,473,324 | 4,721,776 | ||||||||||||||
Operating expenses |
||||||||||||||||||
Management fees to Managing
Member |
62,342 | | 124,443 | 7,184 | ||||||||||||||
Other |
16,757 | 24,870 | 17,061 | 45,995 | ||||||||||||||
Total operating expenses |
79,099 | 24,870 | 141,504 | 53,179 | ||||||||||||||
Net income |
$ | 2,964,679 | $ | 2,920,664 | $ | 6,331,820 | $ | 4,668,597 | ||||||||||
Net income allocated to members |
$ | 2,964,679 | $ | 2,920,664 | $ | 6,331,820 | $ | 4,668,597 | ||||||||||
Net income allocated to members per
weighted average membership units |
$ | 0.29 | $ | 0.34 | $ | 0.62 | $ | 0.68 | ||||||||||
Weighted average membership units |
10,230,168 | 8,620,078 | 10,238,053 | 6,835,964 | ||||||||||||||
The accompanying notes are an integral part of these statements.
4
VESTIN FUND I, LLC
STATEMENT OF MEMBERS EQUITY
(Unaudited)
| For the six months | ||||||||
| Ended June 30, 2002 | ||||||||
| UNITS | AMOUNT | |||||||
Members equity at December 31, 2001 |
10,238,488 | $ | 102,455,599 | |||||
Distributions |
| (6,576,748 | ) | |||||
Reinvestments of distributions |
141,834 | 1,418,340 | ||||||
Members withdrawals |
(231,737 | ) | (2,317,371 | ) | ||||
Net income |
| 6,331,820 | ||||||
Members equity at June 30, 2002 |
10,148,585 | $ | 101,311,640 | |||||
The accompanying notes are an integral part of this statement.
5
VESTIN FUND I, LLC
STATEMENTS OF CASH FLOWS
(Unaudited)
| For the six months ended | ||||||||||||
| June 30, | ||||||||||||
| 2002 | 2001 | |||||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ | 6,331,820 | $ | 4,668,597 | ||||||||
Adjustments to reconcile net income to net cash provided by operating
activities: |
||||||||||||
Change in due to Managing Member |
151,525 | 51,573 | ||||||||||
Change in interest and other receivables |
160,903 | (550,480 | ) | |||||||||
Change in other assets |
(51,673 | ) | | |||||||||
Change in deferred revenues |
| (173,423 | ) | |||||||||
Net cash provided by operating activities |
6,592,575 | 3,996,267 | ||||||||||
Cash flows from investing activities: |
||||||||||||
Purchase of investments in mortgage loans |
(32,481,956 | ) | (71,330,693 | ) | ||||||||
Proceeds from loan payoffs |
32,339,468 | 12,913,082 | ||||||||||
Investment in certificates of deposit |
(550,000 | ) | (1,800,000 | ) | ||||||||
Net cash used by investing activities |
(692,488 | ) | (60,217,611 | ) | ||||||||
Cash flows from financing activities: |
||||||||||||
Proceeds from issuance of membership units |
| 59,176,787 | ||||||||||
Members withdrawals |
(2,317,371 | ) | | |||||||||
Distributions to Members, net of reinvestments |
(5,158,408 | ) | (3,211,404 | ) | ||||||||
Net cash provided (used) by financing activities |
(7,475,779 | ) | 55,965,383 | |||||||||
Net decrease in cash |
(1,575,692 | ) | (255,961 | ) | ||||||||
Cash beginning of period |
1,806,750 | 370,304 | ||||||||||
Cash end of period |
$ | 231,058 | $ | 114,343 | ||||||||
Supplemental disclosures of cash flows information: |
||||||||||||
Non-cash investing and financing activities: |
||||||||||||
Real estate held for sale acquired through foreclosure |
$ | 1,541,258 | $ | | ||||||||
Conversion of deferred offering costs
to membership units |
$ | | $ | 1,000,000 | ||||||||
Reinvestment of members distributions |
$ | 1,418,340 | $ | 745,449 | ||||||||
The accompanying notes are an integral part of these statements.
6
VESTIN FUND I, LLC
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
(Unaudited)
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. ORGANIZATION
Vestin Fund I, LLC, a Nevada Limited Liability Company (the Company), is primarily engaged in the business of funding mortgage loans. The Company invests in loans secured by real estate through deeds of trust and mortgages. The Company was organized on December 14, 1999 and will continue until December 31, 2019 unless dissolved prior thereto or extended by vote of members in accordance with the provisions of the Companys Operating Agreement. On July 9, 2001, the Company changed its name from DM Mortgage Investors, LLC to Vestin Fund I, LLC. The Company does not operate as an investment company within the meaning of the Investment Company Act of 1940. On June 24, 2002, the Company changed its fiscal year from December 31 to September 30.
Prior to September 1, 2000, the Company was a development stage company. On August 23, 2000, the Companys Form S-11/A filed with the Securities and Exchange Commission became effective for the initial public offering of 10,000,000 units at $10 per unit. The Company commenced operations on September 1, 2000. By June 2001, the Company had sold all of the 10,000,000 units offered pursuant to the Companys registration statement. No additional units will be sold, however, current members may continue to participate in the Companys Distribution Reinvestment Plan whereby the members distribution may be used to purchase additional units at $10.00 per unit. As of June 30, 2002, an additional 367,574 units have been purchased under this plan.
The manager of the Company is Vestin Mortgage, Inc. (the Manager or Managing Member), a Nevada corporation engaged in the business of brokerage, placement and servicing of commercial loans secured by real property. The Manager is a wholly-owned subsidiary of Vestin Group, Inc., a Delaware Corporation, whose common stock is publicly held and is traded on the NASDAQ under the symbol VSTN. The Operating Agreement provides that the Manager has exclusive control over the business of the Company; including the power to assign duties, to determine how to invest the Companys assets, to sign bills of sale, title documents, leases, notes, security agreements, mortgage investments and contracts, and to assume direction of the business operations.
The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of June 30, 2002 and the results of operations and cash flows presented herein have been included in the financial statements. Interim results are not necessarily indicative of results of operations for the full year.
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 disclosure of 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 from those estimates.
2. MANAGEMENT ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of 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 from those estimates.
3. ALLOWANCE FOR LOAN LOSSES
When deemed necessary, the Company will set an allowance for possible credit losses on mortgage loans. Additions to the reserve are based on an assessment of certain factors including, but not limited to, estimated future losses on the loans and general economic conditions. Additions to the reserve are provided through a charge to earnings. Actual losses on loans are recorded as a charge-off or a reduction to the loan loss reserve. Subsequent recoveries of amounts previously charged off are added back to the reserve.
4. REAL ESTATE HELD FOR SALE
Real estate held for sale includes real estate acquired through foreclosure and is carried at the lower of the recorded amount, inclusive of any senior indebtedness, or the propertys estimated fair value, less estimated costs to sell.
7
VESTIN FUND I, LLC
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
(Unaudited)
NOTE B INVESTMENTS IN MORTGAGE LOANS
Investments in mortgage loans are as follows:
June 30, 2002
| Number | ||||||||||||||||||||
| Loan | of | Average | Portfolio | Loan | ||||||||||||||||
| Type | Loans | Balance | Interest Rate | Percentage | To Value | |||||||||||||||
Acquisition
and development |
6 | $ | 17,052,866 | 14.04 | % | 17.81 | % | 55.11 | % | |||||||||||
Bridge |
3 | 8,504,250 | 13.66 | % | 8.87 | % | 68.33 | % | ||||||||||||
Commercial |
10 | 29,871,877 | 13.33 | % | 31.17 | % | 58.78 | % | ||||||||||||
Construction |
10 | 25,580,425 | 14.23 | % | 26.69 | % | 56.49 | % | ||||||||||||
Land |
5 | 13,629,792 | 13.15 | % | 14.22 | % | 29.00 | % | ||||||||||||
Residential |
1 | 1,190,176 | 8.00 | % | 1.24 | % | 63.50 | % | ||||||||||||
| $ | 95,829,386 | 12.74 | % | 100.00 | % | 54.62 | % | |||||||||||||
December 31, 2001
| Number | ||||||||||||||||||||
| Loan | of | Average | Portfolio | Loan | ||||||||||||||||
| Type | Loans | Balance | Interest Rate | Percentage | To Value | |||||||||||||||
Acquisition
and development |
9 | $ | 23,874,908 | 14.06 | % | 24.56 | % | 52.96 | % | |||||||||||
Bridge |
4 | 13,013,056 | 14.00 | % | 13.38 | % | 53.50 | % | ||||||||||||
Commercial |
9 | 24,158,627 | 12.92 | % | 24.85 | % | 65.68 | % | ||||||||||||
Construction |
9 | 26,184,197 | 14.22 | % | 26.93 | % | 60.78 | % | ||||||||||||
Land |
2 | 7,000,000 | 14.00 | % | 7.20 | % | 41.00 | % | ||||||||||||
Residential |
2 | 2,997,368 | 11.00 | % | 3.08 | % | 63.50 | % | ||||||||||||
| $ | 97,228,156 | 13.37 | % | 100.00 | % | 55.24 | % | |||||||||||||
June 30, 2002
| Portfolio | ||||||||
| Type | Balance | Percentage | ||||||
First mortgages |
$ | 95,813,892 | 99.98 | % | ||||
Second mortgages |
15,494 | 0.02 | % | |||||
| $ | 95,829,386 | 100.00 | % | |||||
December 31, 2001
| Type | ||||||||
First mortgages |
$ | 97,228,156 | 100.00 | % | ||||
Second mortgages |
| 0.00 | % | |||||
| $ | 97,228,156 | 100.00 |