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 DECEMBER 31, 2003
Or
| [ ]
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 (State or Other Jurisdiction of Incorporation or Organization) |
88-0446244 (I.R.S. Employer Identification No.) |
2901 EL CAMINO AVENUE, SUITE 206, LAS VEGAS, NEVADA 89102
(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 [X] No [ ]
As of January 31, 2004, the Issuer had 8,390,301 of its Units outstanding.
Indicate by check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)
Yes [ ] No [X]
TABLE OF CONTENTS
| PAGE | ||||
| PART I | FINANCIAL INFORMATION | |||
| Item 1. | Financial Statements | |||
| Balance sheets as of December 31, 2003 (unaudited), and September 30, 2003 | 3 | |||
| Statements of income for the three months ended December 31, 2003 and 2002 (unaudited) | 4 | |||
| Statement of members equity for the three months ended December 31, 2003 (unaudited) | 5 | |||
| Statements of cash flows for the three months ended December 31, 2003 and 2002 (unaudited) | 6 | |||
| Notes to financial statements (unaudited) | 7 | |||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 14 | ||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 21 | ||
| Item 4. | Controls and Procedures | 21 | ||
| PART II | OTHER INFORMATION | |||
| Item 1. | Legal Proceedings | 22 | ||
| Item 2. | Changes in Securities and Use of Proceeds | 22 | ||
| Item 3. | Defaults Upon Senior Securities | 22 | ||
| Item 4. | Submission of Matters to a Vote of Security Holders | 22 | ||
| Item 6. | Exhibits and Reports on Form 8-K | 22 | ||
| SIGNATURES | 23 | |||
2
Vestin Fund I, LLC
BALANCE SHEETS
| DECEMBER 31, 2003 | SEPTEMBER 30, 2003 | |||||||||||
| (UNAUDITED) | ||||||||||||
ASSETS |
||||||||||||
Cash |
$ | 13,367,149 | $ | 13,707,547 | ||||||||
Certificates of deposit |
1,184,711 | 1,175,000 | ||||||||||
Interest and other receivables |
1,507,779 | 1,632,327 | ||||||||||
Real estate held for sale |
26,366,475 | 26,523,340 | ||||||||||
Investment in mortgage loans, net of allowance for loan losses
of $600,000 and $500,000 at December 31, 2003, and
September 30, 2003, respectively |
50,763,555 | 51,694,617 | ||||||||||
Assets under secured borrowings |
16,301,286 | 20,323,719 | ||||||||||
Prepaid expenses |
7,650 | 7,650 | ||||||||||
| $ | 109,498,605 | $ | 115,064,200 | |||||||||
LIABILITIES AND MEMBERS EQUITY |
||||||||||||
Liabilities |
||||||||||||
Accounts payable |
$ | 1,221 | $ | 22,955 | ||||||||
Due to Manager |
250,145 | 361,607 | ||||||||||
Due to related parties |
669,949 | 1,079,423 | ||||||||||
Note payable |
2,000,000 | 2,000,000 | ||||||||||
Note
payable to Fund II |
4,733,311 | 4,733,311 | ||||||||||
Secured borrowings |
16,301,286 | 20,323,719 | ||||||||||
Deferred income |
99,749 | 28,117 | ||||||||||
Total liabilities |
24,055,661 | 28,549,132 | ||||||||||
Members
equity - authorized 10,000,000 units,
9,062,266 units and 9,124,566 units at $10 per unit issued
and outstanding at December 31, 2003 and September 30, 2003,
respectively, and outstanding at $9.43 per unit at December 31, 2003 |
85,442,944 | 86,515,068 | ||||||||||
Total members equity |
85,442,944 | 86,515,068 | ||||||||||
Total liabilities and members equity |
$ | 109,498,605 | $ | 115,064,200 | ||||||||
The accompanying notes are an integral part of these statements.
3
Vestin Fund I, LLC
STATEMENTS OF INCOME
(unaudited)
| FOR THE | FOR THE | |||||||||
| THREE MONTHS | THREE MONTHS | |||||||||
| ENDED | ENDED | |||||||||
| DECEMBER 31, 2003 | DECEMBER 31, 2002 | |||||||||
Revenues |
||||||||||
Interest income from investment in
mortgage loans |
$ | 1,818,890 | $ | 2,516,526 | ||||||
Loan fees |
72,233 | 104,788 | ||||||||
Other income |
157,025 | 34,932 | ||||||||
Total revenues |
2,048,148 | 2,656,246 | ||||||||
Operating expenses |
||||||||||
Management fees to Manager |
63,796 | 62,655 | ||||||||
Provision for loan losses |
100,000 | 100,000 | ||||||||
Interest expense |
495,072 | 176,303 | ||||||||
Valuation allowances on real estate held for sale |
521,378 | | ||||||||
Expenses related to real estate held for sale |
57,725 | | ||||||||
Legal expenses |
21,215 | | ||||||||
Other |
1,355 | 30,085 | ||||||||
Total operating expenses |
1,260,541 | 369,043 | ||||||||
NET INCOME |
$ | 787,607 | $ | 2,287,203 | ||||||
Net income allocated to members |
$ | 787,607 | $ | 2,287,203 | ||||||
Net income allocated to members per
weighted average membership units |
$ | 0.09 | $ | 0.23 | ||||||
Weighted average membership units |
9,110,711 | 9,920,256 | ||||||||
The accompanying notes are an integral part of these statements.
4
Vestin Fund I, LLC
STATEMENTS OF MEMBERS EQUITY
FOR THE THREE MONTHS ENDED DECEMBER 31, 2003
(unaudited)
| Units | Amount | |||||||
Members equity at September 30, 2003 |
9,124,565 | $ | 86,515,068 | |||||
Distributions |
| (1,272,645 | ) | |||||
Reinvestments of distributions |
25,288 | 252,878 | ||||||
Members withdrawals |
(87,587 | ) | (839,964 | ) | ||||
Net income |
| 787,607 | ||||||
Members equity at December 31, 2003 |
9,062,266 | $ | 85,442,944 | |||||
The accompanying notes are an integral part of these statements.
5
Vestin Fund I, LLC
STATEMENTS OF CASH FLOWS
(unaudited)
| FOR THE THREE | FOR THE THREE | ||||||||||
| MONTHS ENDED | MONTHS ENDED | ||||||||||
| DECEMBER 31, 2003 | DECEMBER 31, 2002 | ||||||||||
Cash flows from operating activities: |
|||||||||||
Net income |
$ | 787,607 | $ | 2,287,203 | |||||||
Adjustments to reconcile net income to net
cash provided by operating activities: |
|||||||||||
Valuation allowances on real estate held for sale |
521,378 | | |||||||||
Provision for loan losses |
100,000 | 100,000 | |||||||||
Change in operating assets and liabilities: |
|||||||||||
Interest and other receivables |
124,548 | (116,747 | ) | ||||||||
Other assets |
| (8,753 | ) | ||||||||
Due to Manager |
(111,462 | ) | 100,697 | ||||||||
Due to related parties |
(409,474 | ) | | ||||||||
Accounts payable |
(21,734 | ) | | ||||||||
Deferred income |
71,632 | | |||||||||
Net cash provided by operating activities |
1,062,495 | 2,362,400 | |||||||||
Cash flows from investing activities: |
|||||||||||
Purchase of investments in mortgage loans |
(9,129,020 | ) | (17,000,967 | ) | |||||||
Purchase of investments in mortgage loans from: |
|||||||||||
Vestin Fund II, LLC |
| (12,575,000 | ) | ||||||||
Other related party |
(350,000 | ) | (3,870,000 | ) | |||||||
Private investor |
(1,498,465 | ) | | ||||||||
Repayment of secured borrowing |
(58,254 | ) | | ||||||||
Proceeds received from sale of mortgage loans to: |
|||||||||||
Vestin Fund II, LLC |
| 12,520,000 | |||||||||
Other related party |
| 4,665,938 | |||||||||
Payments related to real estate held for sale |
(306,259 | ) | | ||||||||
Proceeds from loan payoff |
11,808,547 | 14,725,208 | |||||||||
Purchase
of certificates of deposit |
(9,711 | ) | | ||||||||
Proceeds from certificates of deposit |
| 575,000 | |||||||||
Net cash provided by (used in) investing activities |
456,838 | (959,821 | ) | ||||||||
Cash flows from financing activities: |
|||||||||||
Members distributions, net of reinvestments |
(1,019,767 | ) | (2,283,004 | ) | |||||||
Members withdrawals |
(839,964 | ) | (1,476,294 | ) | |||||||
Net cash used in financing activities |
(1,859,731 | ) | (3,759,298 | ) | |||||||
NET DECREASE IN CASH |
(340,398 | ) | (2,356,719 | ) | |||||||
Cash, beginning of period |
13,707,547 | 2,762,334 | |||||||||
Cash, ending of period |
$ | 13,367,149 | $ | 405,615 | |||||||
Supplemental disclosures of cash flows information: |
|||||||||||
Non-cash financing activities: |
|||||||||||
Distributions payable to Manager |
$ | 13,125 | $ | 29,017 | |||||||
Change in loans funded through secured borrowing |
$ | (4,080,687 | ) | $ | 51,316 | ||||||
Real estate held for sale acquired through foreclosure |
$ | | $ | 7,655,520 | |||||||
The accompanying notes are an integral part of these statements.
6
VESTIN FUND I, LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003
(Unaudited)
NOTE A ORGANIZATION
Vestin Fund I, LLC, a Nevada limited liability company, (the Company) is primarily engaged in the business of mortgage lending. The Company invests in loans secured by real estate through deeds of trust and mortgages. The Company was organized in December 1999 and will continue until December 31, 2019 unless dissolved prior thereto or extended by vote of the members under the provisions of the Companys operating agreement.
The Manager of the Company is Vestin Mortgage, Inc. (the Manager), 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. (Vestin Group), a Delaware corporation, whose common stock is publicly held and traded on the Nasdaq National Market under the symbol VSTN. Through its subsidiaries, Vestin Group is engaged in asset management, real estate lending and other financial services and has originated over $1.5 billion in real estate loans. The operating agreement provides that the Manager controls the daily operating activities 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. As a result, the operating results of the Fund are dependent on the Managers ability and intent to continue to service the Funds assets. The operating agreement also provides that the members have certain rights, including the right to terminate the Manager subject to a majority vote of the members.
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 in the same business as the Company.
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 for complete financial
statements. The financial statements should be read in conjunction with the
financial statements and notes thereto contained in the Companys annual report
on Form 10-K for the year ended September 30, 2003.
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.
7
NOTE B SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. MANAGEMENT ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) 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. INVESTMENTS IN MORTGAGE LOANS
Investments in mortgage loans are secured by trust deeds and mortgages. Generally, all of the Companys mortgage loans require interest only payments with a balloon payment of the principal at maturity. The Company has 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 the Company 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, which may be commissioned by the borrower, are generally dated within 12 months of 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 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, the Company may not recover the full amount of the loan.
3. ALLOWANCE FOR LOAN LOSSES
The Company maintains an allowance for loan losses on its investment in mortgage loans for estimated credit losses in the Companys investment in mortgage loans 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.
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.
5. SECURED BORROWING
As of December 31, 2003, the Company had secured borrowings of $16.3 million
related to intercreditor and participation agreements. Pursuant to the
intercreditor agreement, the Investor may participate in certain loans with
Vestin Mortgage, Vestin Fund II, and the Company (collectively, the Lead
Lenders). In the event of borrower non-performance, the intercreditor
agreements gives the Lead Lenders the right to either (i) continue to remit to
the investor the interest due on the participation amount; (ii) substitute an
alternative loan acceptable to the investor; or (iii) repurchase the
participation from the investor for the outstanding balance of the
participation plus accrued interest. Consequently, mortgage loan financing
under the intercreditor agreements are accounted for as a secured borrowing in
accordance with SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities.
8
Pursuant to the participation agreements, the Investor may participate in certain loans with Vestin Fund II and the Company (collectively, the Lead Lenders). In the event of borrower non-performance, the participation agreements gives the participant the right to require substitution of its interest with another loan, or, if the right of substitution is not exercised and the participant holds more than 50% of the loan, the participant may request that the Lead Lender purchase a portion so that the Lead Lender has at least a 50% pro rata share of the non-performing loan. Consequently, mortgage loan financing under the participation arrangement is accounted for as a secured borrowing in accordance with SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.
NOTE C INVESTMENTS IN MORTGAGE LOANS
Investments in mortgage loans are as follows:
Investment in mortgage loans as of December 31, 2003 are as follows:
| Number | Weighted | |||||||||||||||||||
| Loan | Of | Average | Portfolio | Loan | ||||||||||||||||
| Type | Loans | Balance | Interest Rate | Percentage | To Value* | |||||||||||||||
Acquisition and development |
6 | $ | 10,077,893 | 13.83 | % | 19.62 | % | 44.57 | % | |||||||||||
Bridge |
33 | 20,344,008 | 11.47 | % | 39.61 | % | 68.26 | % | ||||||||||||
Commercial |
13 | 10,632,412 | 12.20 | % | 20.70 | % | 51.29 | % | ||||||||||||
Construction |
4 | 8,531,355 | 13.77 | % | 16.61 | % | 45.12 | % | ||||||||||||
Land |
4 | 1,777,887 | 11.92 | % | 3.46 | % | 56.82 | % | ||||||||||||
| 60 | $ | 51,363,555 | 12.48 | % | 100.00 | % | 61.36 | % | ||||||||||||
Investment in mortgage loans as of September 30, 2003 are as follows:
| Number | Weighted | |||||||||||||||||||
| Loan | of | Average | Portfolio | Loan | ||||||||||||||||
| Type | Loans | Balance | Interest Rate | Percentage | To Value* | |||||||||||||||
Acquisition and development |
4 | $ | 7,430,353 | 13.70 | % | 14.24 | % | 46.46 | % | |||||||||||
Bridge |
7 | 8,035,547 | 12.14 | % | 15.40 | % | 60.50 | % | ||||||||||||
Commercial |
22 | 23,210,297 | 11.82 | % | 44.47 | % | 67.52 | % | ||||||||||||
Construction |
6 | 11,510,498 | 12.66 | % | 22.05 | % | 56.77 | % | ||||||||||||
Land |
5 | 1,839,922 | 11.84 | % | 3.52 | % | 53.62 | % | ||||||||||||
Residential |
1 | 168,000 | 12.50 | % | 0.32 | % | 70.00 | % | ||||||||||||
| 45 | $ | 52,194,617 | 12.32 | % | 100.00 | % | 60.59 | % | ||||||||||||
* 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, the Company may not recover the full amount of the loan.
9
| December 31, 2003 | Portfolio | September 30, 2003 | Portfolio | |||||||||||||
| Loan Type | Balance | Percentage | Balance | Percentage | ||||||||||||
First mortgages |
$ | 51,363,555 | 100.00 | % | $ | 52,194,617 | 100.00 | % | ||||||||
| $ | 51,363,555 | 100.00 | % | $ | 52,194,617 | 100.00 | % | |||||||||