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U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

(Exact Name of Registrant as Specified in Its Charter)
     
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)

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 [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

BALANCE SHEETS
STATEMENTS OF INCOME
STATEMENTS OF MEMBERS’ EQUITY
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32


Table of Contents

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.   Management’s 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

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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.

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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.

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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.

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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.

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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 Company’s 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 Company’s 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 Manager’s ability and intent to continue to service the Fund’s 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 Company’s 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.

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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 Company’s 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 Company’s 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.

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 property’s 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.

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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.

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    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 %