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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM l0-Q
Quarterly Report Under Section 13 or 15(d)
of The Securities Exchange Act of 1934
For Quarter Ended March 31, 2003
Commission file number O-17248
OWENS MORTGAGE INVESTMENT FUND,
a California Limited Partnership
(Exact Name of Registrant as Specified In Its Charter)
California 68-0023931
---------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2221 Olympic Boulevard
Walnut Creek, California 94595
- ------------------------------ -----
(Address of principal executive office) (Zip Code)
(925) 935-3840 (Registrant's Telephone number,
including area code)
Indicate by check mark 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___
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
OWENS MORTGAGE INVESTMENT FUND,
a California Limited Partnership
Consolidated Balance Sheets
March 31, 2003 and December 31, 2002
(UNAUDITED)
March 31 December 31
2003 2002
---- ----
ASSETS
Cash and cash equivalents $ 19,959,638 $ 6,684,418
Loans secured by trust deeds, net of allowance for
losses of $4,721,000 in 2003 and $4,774,000 in 2002 238,323,714 255,437,121
Interest and other receivables 2,906,027 3,176,786
Due from affiliate 192,647 192,647
Real estate held for sale, net of allowance for losses
of $834,532 in 2003 and $250,000 in 2002 15,717,022 15,541,632
Real estate held for investment, net of accumulated depreciation
and amortization of $579,000 in 2003 and $628,000 in 2002 14,899,322 16,200,449
------------- -------------
$291,998,370 $297,233,053
============= =============
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Accrued distributions payable $ 600,022 $ 619,234
Due to general partner 693,129 956,800
Accounts payable and accrued liabilities 79,143 117,025
Note payable 8,247,641 8,190,111
Line of credit payable -- 6,867,371
-------------------- --------------
Total Liabilities 9,619,935 16,750,541
-------------- -------------
Minority interest 109,058 131,538
-------------- ---------------
PARTNERS' CAPITAL (units subject to redemption):
General partner 2,783,532 2,755,846
Limited partners 279,485,845 277,595,128
----------- -----------
Total partners' capital 282,269,377 280,350,974
----------- -----------
$291,998,370 $297,233,053
=========== ===========
The accompanying notes are an integral part of these financial statements
OWENS MORTGAGE INVESTMENT FUND,
a California Limited Partnership
Consolidated Statements of Income
For the Three Months Ended March 31, 2003 and 2002 (Unaudited)
For the Three Months Ended
--------------------------
March 31 March 31
2003 2002
---- ----
REVENUES:
Interest income on loans secured by trust deeds $ 7,156,399 $ 6,293,549
Gain on sale of real estate, net 989,627 733,698
Rental and other income from real estate properties 776,321 784,109
Other income 47,247 136,379
----------- -----------
Total revenues 8,969,594 7,947,735
----------- -----------
EXPENSES:
Management fees to general partner 973,446 762,403
Servicing fees to general partner 152,991 139,982
Carried interest to general partner 10,928 12,563
Administrative 11,100 9,900
Legal and accounting 47,929 82,636
Rental and other expenses on real estate properties 919,428 621,229
Interest expense 86,355 94,294
Minority interest (22,480) (13,556)
Provision for loan losses 300,370 420,000
Provision for losses on real estate held for sale 584,532 --
Other 8,000 25,644
----------- -----------
Total expenses 3,072,599 2,155,095
----------- -----------
Net income $ 5,896,995 $ 5,792,640
=========== ===========
Net income allocated to general partner $ 58,402 $ 57,306
=========== ===========
Net income allocated to limited partners $ 5,838,593 $ 5,735,334
=========== ===========
Net income allocated to limited partners
per weighted average limited partnership unit
(279,052,000 and 272,241,000 average units) $ .02 $.02
=== ===
The accompanying notes are an integral part of these financial statements.
OWENS MORTGAGE INVESTMENT FUND,
a California Limited Partnership
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2003 and 2002
(UNAUDITED)
March 31 March 31
2003 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 5,896,995 $ 5,792,640
Adjustments to reconcile net income
to net cash provided by operating activities:
Gain on sale of real estate properties (989,627) (733,698)
Provision for loan losses 300,370 420,000
Provision for losses on real estate held for sale 584,532 --
Depreciation and amortization 76,810 67,013
Changes in operating assets and liabilities:
Interest and other receivables 270,759 (121,667)
Due from affiliate -- (64,432)
Accounts payable and accrued liabilities (37,882) 1,335
Due to general partner (263,671) (582,280)
------------ ------------
Net cash provided by operating activities 5,838,286 4,778,911
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of loans secured by trust deeds (11,757,053) (31,977,325)
Principal collected on loans 114,084 312,438
Loan payoffs 26,456,006 22,531,305
Investment in real estate properties (1,495,217) (2,039,333)
Net proceeds from disposition of real estate properties 2,949,239 1,154,799
Proceeds received from real estate joint venture 2,000,000 --
Minority interest in limited liability companies (22,480) (13,556)
------------ -------------
Net cash provided by (used in) investing activities 18,244,579 (10,031,672)
------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of partnership units 758,471 1,865,241
Accrued distributions payable (19,212) 5,450
Advances on note payable 57,530 252,371
Repayments on line of credit (6,867,371) --
Partners' cash distributions (1,825,603) (1,899,767)
Partners' capital withdrawals (2,911,460) (2,318,984)
------------ -------------
Net cash used in financing activities (10,807,645) (2,095,689)
------------ --------------
Net increase (decrease) in cash and cash equivalents 13,275,220 (7,348,450)
Cash and cash equivalents at beginning of period 6,684,418 41,431,108
------------ -------------
Cash and cash equivalents at end of period $ 19,959,638 $ 34,082,658
============ =============
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest 86,096 92,982
See notes 2, 3 and 8 for supplemental disclosure of non-cash investing
activities. The accompanying notes are an integral part of these financial
statements.
OWENS MORTGAGE INVESTMENT FUND,
a California Limited Partnership
Notes to Consolidated Financial Statements
March 31, 2003
(1) Summary of Significant Accounting Policies
In the opinion of the management of the Partnership, the accompanying
unaudited financial statements contain all adjustments, consisting of
normal, recurring adjustments, necessary to present fairly the
financial information included therein. These financial statements
should be read in conjunction with the audited financial statements
included in the Partnership's Form 10-K for the fiscal year ended
December 31, 2002 filed with the Securities and Exchange Commission.
The results of operations for the three month period ended March 31,
2003 are not necessarily indicative of the operating results to be
expected for the full year.
Basis of Presentation
The consolidated financial statements include the accounts of the
Partnership and its majority-owned limited liability companies. All
significant inter-company transactions and balances have been
eliminated in consolidation.
(2) Loans Secured by Trust Deeds and Allowance for Loan Losses
The Partnership's investment in impaired loans that were delinquent in
payments greater than ninety days was approximately $19,761,000 and
$26,327,000 as of March 31, 2003 and December 31, 2002, respectively.
The Partnership's investment in delinquent loans consisted of 6 and 11
loans as of March 31, 2003 and December 31, 2002, respectively. In
addition, the Partnership's investment in loans that were past maturity
(delinquent in principal) but current in monthly payments was
approximately $51,024,000 and $42,126,000 as of March 31, 2003 and
December 31, 2002, respectively. As of March 31, 2003, $14,422,000 of
the delinquent loans has a specific related allowance for credit losses
totaling $1,921,000. There is a non-specific allowance for credit
losses of $2,800,000 for the remaining delinquent balance and for other
current loans. The Partnership has discontinued the accrual of interest
on all loans that are delinquent greater than ninety days.
During the three months ended March 31, 2003 and 2002, the Partnership
refinanced loans totaling $0 and $4,574,000, respectively.
In April 2003, the Partnership foreclosed on a first mortgage loan
secured by a retail/commercial building located in Norfolk, Virginia in
the amount of $2,300,000 and obtained the property via the trustee's
sale. This property was transferred to real estate held for sale net of
a $1,000,000 specific allowance previously established. The Partnership
sold the property for $1,300,000 in May 2003.
OWENS MORTGAGE INVESTMENT FUND,
a California Limited Partnership
Notes to Consolidated Financial Statements
March 31, 2003
(2) Loans Secured by Trust Deeds and Allowance for Loan Losses, Continued
Changes in the allowance for loan losses for the three months ended
March 31, 2003 and 2002 were as follows:
2003 2002
---- ----
Balance, beginning of period $ 4,774,000 $ 4,425,000
Provision 300,370 420,000
Charge-off (353,370) --
Charge-off to real estate held for sale -- (1,235,000)
--------- ---------
Balance, end of period $ 4,721,000 $ 3,610,000
========= =========
The General Partner believes that the allowance for estimated loan
losses is appropriate as of March 31, 2003. The allowance for loan
losses is evaluated on a regular basis by management and is based upon
management's periodic review of the collectibility of the loans in
light of historical experience, the nature and volume of the loan
portfolio, adverse situations that may affect the borrower's ability to
repay, estimated value of any underlying collateral and prevailing
economic conditions. This evaluation is inherently subjective as it
requires estimates that are susceptible to significant revision as more
information becomes available. Impairment is measured on a loan by loan
basis by either the present value of expected future cash flows
discounted at the loan's effective interest rate, the loan's obtainable
market price, or the fair value of the underlying collateral.
(3) Real Estate Held for Sale
Real estate held for sale includes the following components as of March
31, 2003:
Real estate held for sale $ 12,384,816
Investment in limited liability companies 2,997,225
Investment in real estate joint venture 334,981
------------
$ 15,717,022
During the quarter ended March 31, 2003, the Partnership foreclosed on
a first mortgage loan secured by an industrial building located in
Santa Clara, California in the amount of $2,000,000 and obtained the
property via the trustee's sale.
During the quarter ended March 31, 2003, five lots (four including
houses) located in a manufactured home subdivision development located
in Ione, California (that were acquired by the Partnership through
foreclosure in 1997) were sold for $598,000, resulting in a gain to the
Partnership of approximately $118,000.
During the quarter ended March 31, 2003, the Partnership recorded an
additional allowance for losses in the amount of $175,000 on the hotel
property located in Phoenix, Arizona based on a pending sales contract
on the property.
OWENS MORTGAGE INVESTMENT FUND,
a California Limited Partnership
Notes to Consolidated Financial Statements
March 31, 2003
(3) Real Estate Held for Sale, Continued
Investment in Limited Liability Companies
Oregon Leisure Homes, LLC
Oregon Leisure Homes, LLC (OLH) was formed in 2001 between the
Partnership and an unrelated developer for the purpose of developing
and selling eight condominium units located in Lincoln City, Oregon,
which were acquired by the Partnership via a deed in lieu of
foreclosure. OLH also purchased a house located on the ocean in Lincoln
City for renovation and ultimate sale and holds a lease option for
another house on the ocean that is in the process of being renovated
for ultimate sale.
The Partnership is co-manager of OLH and is to receive 70% of the
profits. The assets, liabilities, income and expenses of OLH have been
consolidated into the accompanying consolidated balance sheet and
income statement of the Partnership.
During the quarter ended March 31, 2003, the Partnership advanced an
additional $153,000 to OLH (for a total of $1,690,000) for continued
development and marketing of the condominium units and houses that are
for sale. OLH sold the remaining interest in the ocean house during the
quarter ended March 31, 2003 for proceeds of $117,000 and recognized
gain in the amount of $38,000. As a result of an analysis performed
based on projected sales proceeds, OLH recorded an allowance for losses
in the amount of $410,000 on the condominium units during the quarter
ended March 31, 2003 The net loss to the Partnership (including gains
on sales) was approximately $485,000 for the quarter ended March 31,
2003. The Partnership's investment in OLH real property was
approximately $1,095,000 as of March 31, 2003.
Dation, LLC
Dation, LLC (Dation) was formed in 2001 between the Partnership and an
unrelated developer for the purpose of developing and selling lots in a
mobile home park located in Lake Charles, Louisiana, which were
acquired by the Partnership via a deed in lieu of foreclosure. The
Partnership is advancing funds to Dation as needed under the terms of
the loan to the original borrower and as additional capital
contributions The Partnership is co-manager of Dation and is to receive
50% of the profits and losses. The net operating loss to the
Partnership was approximately $56,000 during the quarter ended March
31, 2003. The Partnership's total investment in Dation was
approximately $1,903,000 as of March 31, 2003.
Investment in Real Estate Joint Venture
The Partnership has a construction loan made on a housing development
located in Hayward, California. The loan is reported in the financial
statements as an investment in a real estate joint venture to account
for the investment pursuant to accounting guidelines for acquisition,
development and construction arrangements. The Partnership is to
receive interest on its advances to the joint venture at the rate of
10.25% per annum and is to receive 30% of the net profits from the sale
of each house after payment of a 10% loan fee is made to the General
Partner of the Partnership, Owens Financial Group, Inc. (OFG) As of
March 31, 2003, the Partnership has received approximately $282,000 in
payments of residual profits. The Partnership advanced an additional
$1,005,000 to the joint venture and received payment of advances in the
amount of $2,000,000 during the quarter ended March 31, 2003. The
Partnership's investment in the joint venture was approximately
$335,000 as of March 31, 2003.
OWENS MORTGAGE INVESTMENT FUND,
a California Limited Partnership
Notes to Consolidated Financial Statements
March 31, 2003
(4) Real Estate Held for Investment
During the quarter ended March 31, 2003, an office building located in
Monterey, California that was acquired by the Partnership through
foreclosure in 1995 was sold for $2,250,000, resulting in a gain to the
Partnership of approximately $834,000. The Partnership continues to own
the adjacent subdivided land.
720 University, LLC
The Partnership has an investment in a limited liabilty company, 720
University, LLC (720 University), which owns a commercial retail
property located in Greeley, Colorado. The Partnership receives 65% of
the profits and losses in 720 University after priority return on
partner contributions is allocated at the rate of 10% per annum. The
assets, liabilities, income and expenses of 720 University have been
consolidated into the accompanying consolidated balance sheet and
income statement of the Partnership. The net income to the Partnership
was approximately $80,000 during the quarter ended March 31, 2003. The
minority interest of the joint venture partner of approximately
$109,000 as of March 31, 2003 is reported in the accompanying
consolidated balance sheet.
(5) Transactions with Affiliates
OFG is entitled to receive from the Partnership a management fee of up
to 2.75% per annum of the average unpaid balance of the Partnership's
mortgage loans at the end of each of the preceding twelve months for
services rendered as manager of the Partnership.
All of the Partnership's loans are serviced by OFG, in consideration
for which OFG receives up to .25% per annum of the unpaid principal
balance of the loans.
OFG, at its sole discretion may, on a monthly basis, adjust the
management and servicing fees as long as they do not exceed the
allowable limits calculated on an annual basis. Even though the fees
for a particular month may exceed one-twelfth of the maximum limits, at
the end of the calendar year the sum of the fees collected for each of
the twelve months may not exceed the stated limits. Management fees
amounted to approximately $973,000 and $762,000 for the three months
ended March 31, 2003 and 2002, respectively. Service fee payments to
OFG approximated $153,000 and $140,000 for the three months ended March
31, 2003 and 2002, respectively.
The maximum servicing fees were paid to the General Partner during the
three months ended March 31, 2003 and 2002. If the maximum management
fees had been paid to the General Partner during the three months ended
March 31, 2003 and 2002, the management fees would have been $1,683,000
(increase of $710,000) and $1,540,000 (increase of $780,000),
respectively, which would have reduced net income allocated to limited
partners by approximately 12.03% and 13.40%, respectively, and net
income allocated to limited partners per weighted average limited
partner unit by the same percentage to $.02 and $.02, respectively
OWENS MORTGAGE INVESTMENT FUND,
a California Limited Partnership
Notes to Consolidated Financial Statements
March 31, 2003
(5) Transactions with Affiliates, Continued
In determining the management fees and hence the yield to the partners,
OFG may consider a number of factors, including current market yields,
delinquency experience, uninvested cash and real estate activities. OFG
expects that the management fees that it receives from the Partnership
will vary in amount and percentage from period to period, and it is
highly likely that OFG will again receive less than the maximum
management fees in the future. However, if OFG chooses to take the
maximum allowable management fees in the future, the yield paid to
limited partners may be reduced.
(6) Note Payable
The Partnership has a note payable with a bank through its investment
in 720 University, which is secured by a retail development in Greeley,
Colorado. The note requires monthly interest payments with the balance
of unpaid principal and interest due on May 22, 2003. The interest rate
on the note is variable based on the LIBOR rate plus 2.75% (4.0% at
March 31, 2003). Interest expense for the quarter ended March 31, 2003
and 2002 was approximately $84,000 and $94,000, respectively. The
principal balance on the note as of March 31, 2003 and December 31,
2002 was approximately $8,248,000 and $8,190,000, respectively. The
Company drew an additional $58,000 on the note during the quarter ended
March 31, 2003. The note contains certain covenants, which the Company
has complied with as of March 31, 2003.
(7) Line of Credit Payable
The Partnership finalized a line of credit agreement with a group of
banks in August 2001, which provides interim financing on mortgage
loans invested in by the Partnership. The amount of credit available
under this line of credit is $40,000,000 (pursuant to an amendment in
August 2002). There was a balance of $6,867,000 outstanding on the line
of credit as of December 31, 2002. There was no balance outstanding as
of March 31, 2003. Interest expense for the quarter ended March 31,
2003 was approximately $2,000. Borrowings under the line of credit bear
interest at the bank's prime rate, which was 4.25% as of March 31,
2003. The line of credit expires on July 31, 2003, but is expected to
be renewed under the same terms and conditions. The Partnership is
required to maintain non-interest bearing accounts in the total amount
of $500,000 with two of the banks. The agreement requires the
Partnership to meet certain financial covenants including
profitability, minimum tangible net worth and total liabilities to
tangible net worth. The Partnership has complied with these covenants
as of March 31, 2003.
(8) Supplemental Disclosure of Non-Cash Operating and Investing Activities
Loans foreclosed and transferred to real estate held for sale $ 2,000,000
Loans charged off against allowance for losses 353,370
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward Looking Statements
Some of the information in this Form 10-Q may contain forward-looking
statements. Such statements can be identified by the use of forward-looking
words such as "may," "will," "expect," "anticipate," "estimate," "continue" or
other similar words. These statements discuss future expectations, contain
projections of results of operations or of financial conditions or state other
forward-looking information. When considering such forward-looking statements
you should keep in mind the risk factors and other cautionary statements in the
Partnership's Form 10-Q. Although management of the Partnership believes that
the expectations reflected in such forward-looking statements are based on
reasonable assumptions, there are certain factors, in addition to these risk
factors and cautioning statements, such as general economic conditions, local
real estate conditions, adequacy of reserves, or weather and other natural
occurrences that might cause a difference between actual results and those
forward-looking statements.
Results of Operations
Three Months Ended March 31, 2003 Compared to 2002
The net income increase of $104,000 (1.8%) for 2003 compared to 2002 was due to:
o an increase in interest income on loans secured by trust deeds of
$863,000;
o an increase in gain on sale of real estate of $256,000;
o a decrease in legal and accounting expenses of $35,000; and
o a decrease in provision for loan losses of $120,000.
The net income increase in 2003 as compared to 2002 was offset by:
o a decrease in other income of $89,000;
o an increase in management fees to general partner of $211,000;
o an increase in rental and other expenses on real estate of $298,000; and
o an increase in provision for losses on real estate held for sale of
$585,000.
Interest income on loans secured by trust deeds increased $863,000
(13.7%) for the quarter ended March 31, 2003, as compared to the same period in
2002. This increase was a result of a 9.3% growth in the total loan portfolio
during the quarter ended March 31, 2003 as compared to 2002 and an increase in
collections on delinquent loans during the quarter ended March 31, 2003. The
increase in the loan portfolio was partially offset by a decrease in the
weighted average yield of the loan portfolio from 11.9% for the quarter ended
March 31, 2002 to 11.6% for the quarter ended March 31, 2003. See "Financial
Condition - Loan Portfolio" below.
Gain on sale of real estate increased by $256,000 (34.9%) for the
quarter ended March 31, 2003, as compared to the same period in 2002 primarily
due to the sale of the office building located in Monterey, California during
the quarter ended March 31, 2003, which resulted in a net gain of $834,000. In
addition, six other properties were sold during the quarter for a total gain of
$156,000. Only one property was sold during the quarter ended March 31, 2002,
which resulted in a gain of $734,000.
The decrease in legal and accounting expenses of $35,000 (42%) was due
to professional fees incurred in the first quarter of 2002 as a result of a new
S-11 filing with the Securities and Exchange Commission in January 2002 and the
S-11 Post-Effective Amendment filing in April 2002. There was no new S-11 filing
completed during the quarter ended March 31, 2003.
The decrease in the provision for loan losses of $120,000 (28.5%) was
due to a $420,000 increase in the general loan loss reserve during the quarter
ended March 31, 2002. A specific reserve in the amount of $300,000 was created
on one loan during the quarter ended March 31, 2003. See "Financial Condition -
Loan Portfolio" below.
Interest income on investments (other income) decreased by $89,000
(65.4%) for the quarter ended March 31, 2003, as compared to the same period in
2002 due to a decrease of approximately $28,900,000 in the average amount of
cash and equivalents held by the Partnership during the quarter ended March 31,
2003 as compared to 2002.
Management fees to the General Partner are paid pursuant to the
Partnership Agreement and are determined at the sole discretion of the General
Partner. The increase in management fees of $211,000 (27.7%) during the quarter
ended March 31, 2003 as compared to 2002 was primarily a result of an increase
in interest income collected on delinquent loans during the quarter and the
growth in the loan portfolio of approximately 9.3%.
The maximum management fee permitted under the Partnership Agreement is
2 3/4% per year of the average unpaid balance of mortgage loans. For the years
2000, 2001 and 2002 and the quarter ended March 31, 2003 (annualized), the
management fees were 1.85%, 1.48%, 1.46% and 1.59% of the average unpaid balance
of mortgage loans, respectively.
In determining the management fees and hence the yield to the partners,
the General Partner may consider a number of factors, including current market
yields, delinquency experience, uninvested cash and real estate activities. The
General Partner expects that the management fees that it receives from the
Partnership will vary in amount and percentage from period to period, and it is
highly likely that the General Partner will again receive less than the maximum
management fees in the future. However, if the General Partner chooses to take
the maximum allowable management fees in the future, the yield paid to limited
partners may be reduced.
If the maximum management fees had been paid to the General Partner
during the quarter ended March 31, 2003, the management fees would have been
$1,683,000 (increase of $710,000), which would have reduced net income allocated
to limited partners by approximately 12.03%, and net income allocated to limited
partners per weighted average limited partner unit by the same percentage to
$.02.
The increase in rental and other expenses on real estate properties of
$298,000 (48%) was primarily the result of an increase in rental and other
expenses from the Partnership's investments in OLH and Dation of approximately
$90,000 during the quarter ended March 31, 2003, as compared to 2002, and
expenses incurred of approximately $203,000 on three non-operating properties
that were obtained via foreclosure during late 2002 and early 2003. See further
discussion under "Real Estate Properties Held for Sale and Investment" below.
The increase in the provision for losses on real estate held for sale
of $585,000 (100%) was due to the creation of reserves on two properties in the
total amount of $585,000 during the quarter ended March 31, 2003. See "Financial
Condition - Real Estate Held for Sale and Investment" below.
Financial Condition
March 31, 2003 and December 31, 2002
Loan Portfolio
The number of Partnership mortgage investments decreased from 100 to
94, and the average loan balance decreased from $2,602,000 to $2,586,000 between
December 31, 2002 and March 31, 2003.
Approximately $19,761,000 (8.1%) and $26,327,000 (10.1%) of the loans
invested in by the Partnership were more than 90 days delinquent in monthly
payments as of March 31, 2003 and December 31, 2002, respectively. Of these
amounts, approximately $3,450,000 (1.4%) and $6,503,000 (2.5%), respectively,
were in the process of foreclosure, and approximately $3,900,000 (1.6%) and
$4,300,000 (1.7%), respectively, involved loans to borrowers who were in
bankruptcy. In addition, the Partnership's investment in loans that were past
maturity (delinquent in principal) but current in monthly payments was
approximately $51,024,000 as of March 31, 2003 Of the total past maturity loans
as of March 31, 2003, $7,756,000 was paid off, $2,300,000 was foreclosed, and
$20,000,000 had the maturity date extended subsequent to quarter end.
Loans in the process of foreclosure as of December 31, 2002 consisted
of five loans, of which one loan in the amount of $353,000 was written off by
the Partnership in March 2003, the borrower of one loan in the amount of
$1,600,000 entered into bankruptcy, one loan in the amount of $1,100,000 became
current and is no longer in foreclosure, and two loans in the total amount of
$3,450,000 are still delinquent and in foreclosure.
Loans to borrowers who were in bankruptcy as of December 31, 2002
consisted of two loans, one in the amount of $2,000,000 was foreclosed upon
during the quarter ended March 31, 2003 and one loan in the amount of $2,300,000
the borrower of which is still in bankruptcy as of March 31, 2003. In addition,
one loan in the amount of $1,600,000 was reclassified from in foreclosure to in
bankruptcy during the quarter ended March 31, 2003.
As of March 31, 2003 and December 31, 2002, the Partnership held the
following types of mortgages:
March 31, December 31,
2003 2002
---- ----
1st Mortgages $ 224,127,822 $ 241,335,259
2nd Mortgages 18,916,892 18,875,862
----------- -----------
Total $ 243,044,714 $ 260,211,121
=========== ===========
Income Producing Properties $ 209,891,709 $ 228,210,411
Construction 15,880,409 12,670,310
Unimproved Land 14,771,835 16,938,678
Residential 2,500,761 2,391,722
----------- -----------
Total $ 243,044,714 $ 260,211,121
=========== ===========
As of March 31, 2003 and December 31, 2002, approximately 45% and 43%
of the Partnership's mortgage loans are secured by real property located in
Northern California.
The Partnership's investment in construction loans increased by $3,210,000
(25.3%) since December 31, 2002. This increase was primarily due to additional
construction advances made on existing loans during the quarter ended March 31,
2003.
The Partnership's investment in loans on unimproved land decreased by $2,167,000
(12.8%) since December 31, 2002. This decrease was the result of the repayment
of one loan in the amount of $2,200,000 during the quarter ended March 31, 2003.
Changes in the allowance for loan losses for the quarter ended March
31, 2003 and 2002 were as follows:
2003 2002
---- ----
Balance, beginning of period $ 4,774,000 $ 4,425,000
Provision 300,370 420,000
Charge-off (353,370) --
Charge-off to real estate held for sale -- (1,235,000)
--------- ---------
Balance, end of period $ 4,721,000 $ 3,610,000
========= =========
Real Estate Properties Held for Sale and Investment
The Partnership currently holds title to sixteen properties that were
foreclosed on or purchased by the Partnership since 1994 in the amount of
$30,616,000 (including properties held in three limited liability companies and
one real estate joint venture), net of allowance for losses of $835,000 and
accumulated depreciation and amortization of $579,000. As of March 31, 2003,
properties held for sale total $15,717,000 and properties held for investment
total $14,899,000. When the Partnership acquires property by foreclosure, it
typically earns less income on those properties than could be earned on mortgage
loans and may not be able to sell the properties in a timely manner.
During the quarter ended March 31, 2003, the Partnership foreclosed on
a first mortgage loan secured by an industrial building located in Santa Clara,
California in the amount of $2,000,000 and obtained the property via the
trustee's sale.
During the quarter ended March 31, 2003, five lots (four including
houses) located in a manufactured home subdivision development located in Ione,
California (that were acquired by the Partnership through foreclosure in 1997)
were sold for $598,000, resulting in a gain to the Partnership of approximately
$118,000.
During the quarter ended March 31, 2003, an office building located in
Monterey, California that was acquired by the Partnership through foreclosure in
1995 was sold for $2,250,000, resulting in a gain to the Partnership of
approximately $834,000. The Partnership continues to own the adjacent subdivided
land.
During the quarter ended March 31, 2003, the Partnership recorded an
additional allowance for losses in the amount of $175,000 on the hotel property
located in Phoenix, Arizona based on a pending sales contract on the property.
During the quarter ended March 31, 2003, the Partnership advanced an
additional $153,000 to Oregon Leisure Homes, LLC (OLH) for continued development
and marketing of the condominium units and houses that are for sale. OLH sold
the remaining interest in the ocean house during the quarter ended March 31,
2003 for proceeds of $117,000 and recognized gain in the amount of $38,000. As a
result of an analysis performed based on projected sales proceeds, OLH recorded
an allowance for losses in the amount of $410,000 on the condominium units
during the quarter ended March 31, 2003. The net loss to the Partnership
(including gains on sales) was approximately $485,000 for the quarter ended
March 31, 2003.
In April 2003, the Partnership foreclosed on a first mortgage loan secured
by a retail/commercial building located in Norfolk, Virginia in the amount of
$2,300,000 and obtained the property via the trustee's sale. This property was
transferred to real estate held for sale net of a $1,000,000 specific allowance
previously established. The Partnership sold the property for $1,300,000 in May
2003.
Changes in the allowance for real estate losses for the quarters ended
March 31, 2003 and 2002 were as follows:
2003 2002
---- ----
Balance, beginning of period $ 250,000 $ 634,000
Provision 584,532 --
Deductions -- --
------- -------
Balance, end of period $ 834,532 $ 634,000
======= =======
Seven of the Partnership's sixteen properties do not currently generate
revenue. Expenses from rental properties have increased from approximately
$621,000 to $919,000 (48%) for the quarter ended March 31, 2002 and 2003,
respectively, and revenues associated with these properties have decreased from
$784,000 to $776,000 (1%), respectively. The increase in expenses was primarily
the result of an increase in rental and other expenses from the Partnership's
investments in OLH and Dation of approximately $90,000 during the quarter ended
March 31, 2003, as compared to 2002, and expenses incurred of approximately
$203,000 on three non-operating properties that were obtained via foreclosure
during late 2002 and early 2003.
Cash and Cash Equivalents
Cash and cash equivalents increased from approximately $6,684,000 as
of December 31, 2002 to $19,960,000 as of March 31, 2003 ($13,276,000 or 198.6%)
due primarily to a greater amount of repayments on loans received than new loans
funded or purchased during the quarter ended March 31, 2003.
Interest and Other Receivables
Interest and other receivables decreased from approximately $3,177,000
as of December 31, 2002 to $2,906,000 as of March 31, 2003 ($271,000 or 8.5%)
due primarily to the decrease in the amount of loans outstanding as of March 31,
2003 as compared to December 31, 2002 and the decrease in the weighted average
yield on the loan portfolio from 11.7% as of December 31, 2002 to 11.6% as of
March 31, 2003.
Due to General Partner
Due to General Partner decreased from approximately $957,000 as of
December 31, 2002 to $693,000 as of March 31, 2003 ($264,000 or 27.6%) due to
decreased management fees owed to the General Partner as of March 31, 2003
pursuant to the Partnership Agreement (see "Results of Operations" above).
Note Payable
Note payable increased from approximately $8,190,000 as of December 31,
2002 to $8,248,000 ($58,000 or 0.7%) as of March 31, 2003 due to additional
advances made on the note payable securing the Greeley, Colorado retail to
complete improvements to the property. There is an additional $652,000 to be
advanced from the note for construction and tenant improvements.
Line of Credit Payable
Line of credit payable decreased from $6,867,000 as of December 31,
2002 to no balance outstanding at March 31, 2003 as a result of the repayment of
loans during the quarter ended March 31, 2003 without investment in new loans of
the same amount. There is $40,000,000 available to be advanced from the line of
credit as of March 31, 2003.
Asset Quality
Some losses are normal when lending money and the amounts of losses
vary as the loan portfolio is affected by changing economic conditions and
financial experiences of borrowers. There is no precise method of predicting
specific losses or amounts that ultimately may be charged off on particular
segments of the loan portfolio.
The conclusion that a Partnership loan may become uncollectible, in
whole or in part, is a matter of judgment. Although lenders such as banks and
savings and loans are subject to regulations that require them to perform
ongoing analyses of their loan portfolios (including analyses of loan to value
ratios, reserves, etc.), and to obtain current information regarding its
borrowers and the securing properties, the Partnership is not subject to these
regulations and has not adopted these practices. Rather, management of the
General Partner, in connection with the quarterly closing of the accounting
records of the Partnership and the preparation of the financial statements,
evaluates the Partnership's mortgage loan portfolio. The allowance for loan
losses is established through a provision for loan losses based on the General
Partner's evaluation of the risk inherent in the Partnership's loan portfolio
and current economic conditions. Such evaluation, which includes a review of all
loans on which full collectibility may not be reasonably assured, considers
among other matters:
o prevailing economic conditions;
o historical experience;
o the types and dollar amounts of the loans in the portfolio;
o borrowers' financial condition and adverse situations that may affect the
borrowers' ability to pay;
o evaluation of industry trends;
o review and evaluation of loans identified as having loss potential; and
o estimated net realizable value or fair value of the underlying collateral.
Based upon this evaluation, a determination is made as to whether the
allowance for loan losses is adequate to cover potential losses of the
Partnership. Additions to the allowance for loan losses are made by charges to
the provision for loan losses. Loan losses deemed to be uncollectible are
charged against the allowance for loan losses. Recoveries of previously charged
off amounts are credited to the allowance for loan losses. The following is a
summary of actual losses realized on loans and real estate for the quarter ended
March 31, 2003 and the years ended December 31, 2002, 2001, 2000, 1999 and 1998.
Loans Real Estate
2003 (Quarter)
353,000 -
2002
1,235,000 70,000
2001
614,000 -
2000
- -
1999
- -
1998
- 712,000
The loss on real estate in the amount of $712,000 during the year ended
December 31, 1998 was a result of the sale of a foreclosed property to the
General Partner at its fair market value.
As of March 31, 2003, management believes that the allowance for loan
losses of $4,721,000 and the allowance for real estate losses in the amount of
$835,000 are adequate.
Liquidity and Capital Resources
Sales of Units to investors and portfolio loan payoffs provide the
capital for new mortgage investments. If general market interest rates were to
rise substantially, investors might turn to interest-yielding investments other
than Partnership Units, which would reduce the liquidity of the Partnership and
its ability to make additional mortgage investments to take advantage of the
generally higher interest rates. In contrast, a significant increase in the
dollar amount of loan payoffs and additional limited partner investments without
the origination of new loans of the same amount would increase the liquidity of
the Partnership. This increase in liquidity could result in a decrease in the
yield paid to limited partners as the Partnership would be required to invest
the additional funds in lower yielding, short term investments.
Withdrawal percentages have been 7.33%, 7.99%, 6.64%, 5.45%, 3.32% and
4.17% (annualized) for the years ended December 31, 1998, 1999, 2000, 2001 and
2002, and the quarter ended March 31, 2003, respectively. These percentages are
the annual average of the limited partners' capital withdrawals in each calendar
quarter divided by the total limited partner capital as of the end of each
quarter.
The limited partners may withdraw, or partially withdraw, from the
Partnership and obtain the return of their outstanding capital accounts at $1.00
per Unit within 61 to 91 days after written notices are delivered to the General
Partner, subject to the following limitations, among others:
o No withdrawal of Units can be requested or made until at least one year
from the date of purchase of those Units, other than Units received under
the Partnership's Reinvested Distribution Plan.
o Any such payments are required to be made only from net proceeds and
capital contributions (as defined) during said 91-day period.
o A maximum of $100,000 per partner may be withdrawn during any calendar
quarter.
o The General Partner is not required to establish a reserve fund for the
purpose of funding such payments.
o No more than 10% of the total outstanding limited partnership interests may
be withdrawn during any calendar year except upon a plan of dissolution of
the Partnership.
In March 2001, the Partnership amended its Limited Partnership
Agreement, with the consent of a majority of limited partners, to allow the
Partnership to incur indebtedness for the purpose of investing in mortgage
loans. The total amount of indebtedness incurred by the Partnership cannot
exceed the sum of 50% of the aggregate fair market value of all Partnership
loans. The Partnership finalized a line of credit agreement with a bank in
August 2001, which provides interim financing on mortgage loans invested in by
the Partnership. The amount of credit available under this line of credit is
$40,000,000 (pursuant to an amendment in August 2002). There was no balance
outstanding on the line of credit as of March 31, 2003.
Contingency Reserves
The Partnership maintains cash, cash equivalents and marketable
securities as contingency reserves in an aggregate amount of 2% of the limited
partners' capital accounts to cover expenses in excess of revenues or other
unforeseen obligations of the Partnership. Although the General Partner believes
that contingency reserves are adequate, it could become necessary for the
Partnership to sell or otherwise liquidate certain of its investments to cover
such contingencies on terms which might not be favorable to the Partnership.
Current Economic Conditions
The current economic climate in Northern California and the Western
United States has shown increasing signs of a slowdown. Interest rates have
continued to decline and several key indices are at the lowest levels in
decades. Despite the Partnership's historical ability to make or purchase
mortgage loans with relatively strong yields, increased competition by other
mortgage lenders or changes in the economy could have the effect of reducing
mortgage yields in the future. Present loans with relatively high yields could
be replaced with loans with lower yields, which in turn could reduce the net
yield paid to the limited partners. In addition, if there is less demand by
borrowers for loans and, thus, fewer loans for the Partnership to invest in, the
Partnership may be required to invest its excess cash in short-term alternative
investments yielding considerably less than investments in mortgage loans. The
Partnership has been closed to most new limited partner investments since
September 2001. The Partnership has remained closed during this time because
there have not been enough suitable mortgage investments for the Partnership to
invest in to allow the Partnership to remain fully invested in loans. Remaining
closed to limited partner investments prevents the Partnership from having to
invest its excess cash in lower yielding investments, which could have the
effect of decreasing the yield paid to existing limited partners.
The Partnership Agreement permits the General Partner to purchase
delinquent loans from the Partnership as long as certain criteria are met.
Although the General Partner has purchased some delinquent loans from the
Partnership in the past, it is not required to do so; therefore, the Partnership
could sustain losses with respect to loans secured by properties located in
areas of declining real estate values. This could result in a reduction of the
net income of the Partnership and possible loss of principal for a year in which
those losses occur.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The following table contains information about the cash held in money
market accounts, commercial paper, loans held in the Partnership's portfolio and
a note payable securing a real estate property owned by the Partnership as of
March 31, 2003. The presentation, for each category of information, aggregates
the assets and liabilities by their maturity dates for maturities occurring in
each of the years 2004 through 2008 and separately aggregates the information
for all maturities arising after 2008. The carrying values of these assets and
liabilities approximate their fair values as of March 31, 2003.
Interest Earning Assets and Interest Bearing Liabilities,
Aggregated by Maturity Date
Twelve Months Ended March 31,
2004 2005 2006 2007 2008 Thereafter Total
---- ---- ---- ---- ---- ---------- -----
Interest earning
assets:
Money market
accounts $ 19,622,033 $ 19,622,033
- - - - -
Average interest 1.02% 1.02%
rate - - - - -
Loans secured by
trust deeds $143,308,752 $ $ 29,836,446 - $ 3,085,981 $ 15,597,800 $
51,215,735 243,044,714
Average interest 12.1% 10.8% 11.2% - 8.9% 11.4% 11.6%
rate
Interest bearing
liabilities:
Note payable to bank $ 8,247,641 - $ 8,247,641
- - - -
Average interest 4.0% - 4.0%
rate - - - -
Market Risk
Market risk is the exposure to loss resulting from changes in interest
rates, equity prices and real estate values. The Partnership's note payable
bears interest at a variable rate, tied to the LIBOR rate of interest. As a
result, the Partnership's primary market risk exposure is to changes in interest
rates, which will affect the interest cost of outstanding amounts on the note
payable.
The majority of the Partnership's mortgage loans (86.3% as of March 31,
2003) earn interest at fixed rates. Changes in interest rates may also affect
the value of the Partnership's investment in mortgage loans and the rates at
which the Partnership reinvests funds obtained from loan repayments and new
capital contributions from limited partners. As interest rates increase,
although the interest rates the Partnership obtains from reinvested funds will
generally increase, the value of the Partnership's existing loans at fixed rates
will generally tend to decrease. As interest rates decrease, the amounts
becoming available to the Partnership for investment due to repayment of
Partnership loans may be invested at lower rates than the Partnership had been
able to obtain in prior investments, or than the rates on the repaid loans.
The Partnership does not hedge or otherwise seek to manage interest
rate risk. The Partnership does not enter into risk sensitive instruments for
trading purposes.
Item 4. Controls and Procedures
Within the 90 days prior to the date of this report, the General
Partner of the Partnership carried out an evaluation, under the supervision and
with the participation of the General Partner's management, including the
General Partner's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Partnership's disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that
evaluation, the Chief Executive Office and Chief Financial Officer of the
General Partner concluded that the Partnership's disclosure controls and
procedures are effective. There were no significant changes in the Partnership's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Partnership is not presently involved in any material legal proceedings.
Item 6(b). Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for which this report
is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Dated: May 14, 2003 OWENS MORTGAGE INVESTMENT FUND,
a California Limited Partnership
By: Owens Financial Group, Inc., General Partner
Dated: May 14, 2003 By: /s/ William C. Owens
---------------------
William C. Owens, President
Dated: May 14, 2003 By: /s/ Bryan H. Draper
-------------------
Bryan H. Draper, Chief Financial Officer
Dated: May 14, 2003 By: /s/ Melina A. Platt
-------------------
Melina A. Platt, Controller
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, William C. Owens, President and Chief Executive Officer of Owens Financial
Group, Inc., General Partner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Owens Mortgage
Investment Fund, a California Limited Partnership (the "Registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this
quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date.
5. The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls.
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: May 14, 2003
/s/ William C. Owens
William C. Owens
President and Chief Executive Officer
Owens Financial Group, Inc., General Partner
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Bryan H. Draper, Chief Financial Officer of Owens Financial Group, Inc.,
General Partner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Owens Mortgage
Investment Fund, a California Limited Partnership (the "Registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this
quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date.
5. The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls.
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: May 14, 2003
/s/ Bryan H. Draper
Bryan H. Draper
Chief Financial Officer
Owens Financial Group, Inc., General Partner