SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
For Annual and Transition Reports to Section 13 or 15(d) of the
Securities Exchange Act of 1934
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the fiscal year ended December 31, 2001
Commission file number 333-71091
IBF VI - Secured Lending Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-2139510
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1733 Connecticut Avenue, N.W.
Washington, D.C. 20009
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (202) 588-7500
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange
on Which Registered
None N/A
Securities registered pursuant to Section 12(g) of the Act:
None
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 __
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. /x/
State issuer's revenues for its most recent fiscal year$640,306.
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. The Current Interest
Subordinated Bonds and the Accretion Subordinated Bonds are not traded in any
market. Therefore, the Current Interest Subordinated Bonds and the Accretion
Subordinated Bonds had neither a market selling price nor an average bid or
asked price within the 60 days prior to the date of this filing.
State the number of shares outstanding of each of the issuer's classes
of common equity as of the latest practicable date. None.
Transitional Small Business Disclosure Format (check one): Yes No X
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Documents incorporated by reference. None.
TABLE OF CONTENTS
Page
Part I
Item 1. Description of Business.......................................... 3
Item 2. Description of Property.......................................... 12
Item 3. Legal Proceedings................................................ 12
Item 4. Submission of Matters to a Vote of Security Holders.............. 12
Part II
Item 5. Market for Common Equity and Related Stockholder Matters......... 12
Item 6. Management's Discussion and Analysis or Plan of Operation........ 12
Item 7. Financial Statements............................................. 15
Item 8. Changes in and Disagreements with Accountants on Accounting
And Financial Disclosure.................................... 15
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act............ 15
Item 10. Executive Compensation........................................... 18
Item 11. Security Ownership of Certain Beneficial Owners and Management... 18
Item 12. Certain Relationships and Related Transactions................... 18
Item 13. Exhibits, List and Reports on Form 8-K........................... 19
SIGNATURES................................................................. 20
Item 1. Description of Business
General
We make or purchase loans secured by real estate or other property and
invest in commercial and real estate-related obligations. At least 80% of our
assets are commercial or residential mortgage loans, which we refer to as "real
estate assets." Our remaining assets generally will be other types of loans and
other interests in real estate, which we refer to as "other assets." References
in this report to "we," "us," "IBF VI" or the "Company" mean IBF - VI Secured
Lending Corporation and its subsidiaries, unless the context indicates
otherwise.
Our objective is to purchase and originate loans and acquire assets
that will produce an above-market rate of return. We attempt to obtain this rate
of return through a combination of origination fees, stated interest, discount
fees and leverage. This strategy requires that, among other things, we originate
or acquire non-conforming loans, distressed loans and subordinated interests in
pools of loans and enter into leverage, all of which typically involve a high
degree of risk. Our management has broad discretion in selecting the investments
we will acquire or make.
Our Assets
As of December 31, 2001, we owned the following assets:
o a loan having a principal amount of $1,135,367;
o a loan having a principal amount of $1,349,907; and
o a pool of mortgage loans having a principal amount of $ 36,062,385.
For additional information concerning these assets see "Business - Our
Assets." The following describes the types of assets we may originate or
acquire; our actual asset mix at any given time will vary based on the amount of
cash available for us to invest and the investment opportunities available to
us.
Real Estate Assets
Our real estate assets may include mortgage loans secured by commercial
real estate. With respect to these assets:
o we may originate the loans or acquire existing loans;
o the loans may be first or second mortgage loans;
o the loans may be non-performing (which means that the borrower is not
currently meeting its obligations under the loan) or performing; and
o the borrowers under the loans may be unable to obtain credit from
traditional lenders.
We may also acquire pools of mortgage loans secured by residential real
estate. With respect to these assets:
o we will acquire pools of existing loans originated by third parties;
o the loans may be first or second mortgage loans; and
o the loans will typically be made to borrowers of varying credit ratings.
Other Assets
Our other assets may include any of the following:
o subordinate interests in residential or commercial mortgage-backed
securities; our interests will be subordinate to those of other holders,
meaning that we are at greater risk of default by the borrowers in the
underlying mortgages;
o "mezzanine" investments that are subordinated to senior mortgage loans;
these may be in the form of a loan secured by a junior lien on a commercial
or residential property, an equity interest in the borrower, or preferred
equity securities of a borrower;
o construction loans;
o mortgage loans secured by foreign real estate;
o other mortgage-backed securities; or
o commercial loans secured by non-real estate property.
Financing
We may engage in various forms of financing in connection with the
acquisition and ownership of our assets, including:
o issuance through a subsidiary of collateralized mortgage bonds, which are
bonds secured by our mortgage loans;
o entering reverse repurchase agreements, which are agreements by which we
sell assets to a third party and agree that we may repurchase the assets at
an agreed upon date for a fixed price; or
o borrowing from banks or other lenders.
Key Terms
We use a number of financial terms to describe our business in this
report, including the following:
o An affiliate is a person or entity that directly or through an intermediary
controls, is controlled by, or is under common control with, another person
or entity.
o Hedging means attempting to offset the risks of one kind of asset or
liability by taking a position in one or more other assets or liabilities
that react in an opposite manner to the first asset or liability under
various circumstances, such as a rise in interest rates.
o Leverage is borrowing and other forms of indebtedness, including debt
securities.
o Mezzanine investments are investments that are subordinate to senior
indebtedness and senior to equity, and are secured by either a second lien
on the property that is subject to the senior indebtedness or an ownership
interest in the borrower.
o A securitization involves bundling a group of loans into an investment
entity and selling securities of that entity to investors.
o A tranche is a class of security issued in a securitization; each
securitization may include more than one tranche of securities each having
different investment characteristics and rights to the assets held by the
investment entity.
Our Management
IBF Management Corp. ("IBF Management"), one of our affiliates, manages
our business. Our officers and directors, and those of IBF Management, manage
investments of other entities with similar investment objectives and are subject
to conflicts of interest. Please read the information in this report under -
Directors and Executive Officers, to learn more about the background of IBF
Management
BUSINESS
General
We make or purchase loans secured by real estate or other property and
invest in commercial and real estate-related obligations. At least 80% of our
assets are commercial or residential mortgage loans, which we refer to as "real
estate assets." Our remaining assets generally will be other types of loans and
other interests in real estate, which we refer to as "other assets." The
following describes the types of assets we may originate or acquire; our actual
asset mix at any given time will vary based on the amount of cash available for
us to invest and the investment opportunities available to us.
Real Estate Assets
Residential Mortgage Loans
We may purchase pools of first and junior lien residential mortgage
loans made to high credit borrowers and to credit impaired borrowers. The
residential loans will be originated by unaffiliated third parties generally
under guidelines that are primarily intended to evaluate the value and adequacy
of the mortgaged property as collateral and the borrower's credit standing and
repayment ability. The guidelines may or may not be less stringent than the
standards generally acceptable to Freddie Mac and Fannie Mae with regard to the
borrower's credit standing and repayment ability. Borrowers may have payment
histories and debt ratios that would not satisfy Freddie Mac and Fannie Mae
underwriting guidelines and may have a record of derogatory credit items such as
outstanding judgments or prior bankruptcies.
Any residential loan may generally be prepaid in full or in part at any
time, although we will attempt to acquire loans that provide for the payment by
the borrower of a prepayment charge in limited circumstances on certain full or
partial prepayments made generally from one to five years from the date of
execution of the related note.
Our agreement with the originator will generally require the originator
to make representations and warranties about the loans that, if breached,
require the originator to repurchase any non-conforming loan.
Commercial Mortgage Loans
We may acquire or originate first and second lien commercial mortgage
loans. A substantial portion of these are expected to be institutional quality
mortgage loans, meaning they will meet the institutional investor and rating
agency criteria to serve as collateral for collateralized mortgage bonds. The
purchase price of these loans is expected to be provided in large part from
warehouse lines of credit and the issuance of collateralized mortgage bonds.
. We originate loans primarily secured by commercial real estate or
other assets. Our targeted market includes borrowers that, because of time
constraints, credit factors, desired loan amount, or other circumstances, may be
unable to obtain financing from traditional lenders. We will obtain leads for
these loans through institutions such as banks, general lenders of corporate
obligations, mortgage lenders, and real estate and finance companies. We will
primarily make loans secured by real estate, and secondarily loans secured by
other assets.
Before originating a loan, we perform a thorough review of the value of
the collateral securing the loan and the borrower's ability to repay the loan.
In addition to our own review, we may obtain independent appraisals of the
related real property securing these mortgage loans. For loans secured by other
personal property, we may rely on our own internal evaluation of the value of
the collateral or obtain independent appraisals of the collateral.
We will attempt to make secured loans with an above-market stated
interest rate. We also charge a loan origination fee, which may be added to the
principal amount financed. Therefore, the actual amount funded at the time the
loan is originated is less than the principal amount of the loan on which we
receive interest.
Typically, repayment is made from the sale of the collateral or by a
refinancing by the borrower. If one of these methods of repayment is not
feasible, we attempt to restructure or refinance the loan. If restructuring or
refinancing is not feasible, we seek ownership of the underlying collateral
through sale, liquidation, or collection of the outstanding collateral. In
appropriate circumstances, we may acquire performing and or non-conforming loans
from government agencies, financial institutions and affiliates.
Other Assets
We intend to limit our investment in other assets to no more than 20%
of our total assets. Other assets may include any of the following.
Subordinate mortgage-backed securities
We may purchase subordinate mortgage-backed securities in pools of
loans that we did not acquire and securitize ourselves. Mortgage-backed
securities are debt obligations of special purpose entities secured by mortgage
loans. Mortgage-backed securities may be issued or sponsored by private
originators of, or investors in, mortgage loans, including savings and loan
associations, mortgage bankers, commercial banks, investment banks and other
entities.
In most mortgage loan securitizations, a series of mortgage-backed
securities is issued in multiple classes in order to obtain investment-grade
ratings for the senior classes and thus increase their marketability. Each class
of mortgage-backed securities may be issued with a specific fixed or variable
coupon rate and a stated maturity or final scheduled distribution date.
Principal prepayments on the mortgage loans comprising the mortgage collateral
may cause the mortgage-backed securities to be retired substantially earlier
than their stated maturities or final scheduled distribution dates although,
with respect to commercial mortgage loans, there generally are penalties for or
limitations on the ability of the borrower to prepay the loan. Interest is paid
or accrued on mortgage-backed securities on a periodic basis, typically monthly.
The credit quality of mortgage-backed securities depends on the credit
quality of the underlying mortgage collateral. Among the factors determining the
credit quality of the underlying mortgage loans will be the ratio of the
mortgage loan balances to the value of the properties securing the mortgage
loans, the purpose of the mortgage loans, the amount and terms of the mortgage
loans, the geographic diversification of the location of the properties and, in
the case of commercial mortgage loans, the credit-worthiness of tenants.
Moreover, the principal of and interest on the underlying mortgage loans may be
allocated among the several classes of a mortgage-backed securities in many
ways, and the credit quality of a particular class results primarily from the
order and timing of the receipt of cash flow generated from the underlying
mortgage loans.
Subordinate mortgage-backed securities carry significant credit risks.
Typically, in a "senior-subordinated" structure, the subordinate mortgage-backed
securities provide credit protection to the senior classes by absorbing losses
from loan defaults or foreclosures before those losses are allocated to senior
classes. Moreover, typically, as long as the more senior tranches of securities
are outstanding, all prepayments on the mortgage loans generally are paid to
those senior tranches. In some instances, particularly with respect to
subordinate mortgage-backed securities in commercial securitizations, the
holders of subordinate mortgage-backed securities are not entitled to receive
scheduled payments of principal until the more senior tranches are paid in full.
Because of this structuring, subordinate mortgage-backed securities in a typical
securitization have a substantially greater risk of non-payment than are those
more senior tranches. Accordingly, the subordinate mortgage-backed securities
are assigned lower credit ratings, or no ratings at all.
Neither subordinate mortgage-backed securities nor the underlying
mortgage loans are guaranteed by any governmental entities and, accordingly,
have credit risks. As a result of the typical "senior-subordinated" structure,
the subordinate mortgage-backed securities will be extremely sensitive to losses
on the underlying mortgage loans.
Mezzanine investments
We may make investments that are subordinated to first lien mortgage
loans on commercial and multifamily real estate or other collateral. For
example, on a commercial property secured by a first lien mortgage loan with a
principal balance equal to 70% of the value of the property, we could lend the
owner of the property, typically a partnership, an additional 15% to 20% of the
value of the property. Typically, the loan would be secured either by a second
lien position on the property, or a partnership or other ownership interest in
the owing entity. If the ownership interest is pledged, we would be in a
position to take over the operation of the property in the event of a default on
the loan. These types of mezzanine investments generally would provide us with
the right to receive a stated interest rate on the loan balance and may also
include a percentage of gross revenues from the property, payable to us on an
ongoing basis, and/or a percentage of any increase in value of the property,
payable upon maturity or refinancing of the loan. Mezzanine investments may also
take the form of preferred equity, which would have a claim against both the
operating cash flow and liquidation proceeds from the real estate assets. Before
originating mezzanine investments, we perform certain credit underwriting to
attempt to evaluate future performance of the collateral supporting the
investment.
Construction Loans
We may provide construction loans on commercial property, taking a
first lien mortgage to secure the debt.
Foreign Real Estate Loans
We may originate or acquire mortgage loans secured by real estate
located outside the United States. Investing in mortgages located in foreign
countries creates risks associated with the uncertainty of foreign laws, markets
and risks related to currency conversion and possible taxation by foreign
jurisdictions.
Other Mortgage-Backed Securities
We may create or acquire interest-only securities that have
characteristics of subordinate mortgage-backed securities, known as subordinate
interest-only securities. A subordinate interest-only security is entitled to no
payments of principal. Moreover, interest on a subordinate interest-only
security often is withheld in a reserve fund or spread account and is used to
fund required payments of principal and interest on the more senior classes.
Once the balance in the spread account reaches a certain level, interest on the
subordinate interest-only security is paid to its holders.
These subordinate interest-only securities provide credit support to
the senior classes, and thus bear substantial credit risk. Moreover, because a
subordinate interest-only security receives only interest payments, its yield is
extremely sensitive to changes in the weighted average life of the class, which
in turn is dictated by the rate of prepayments, including as a result of
defaults, on the underlying loans. Some subordinate mortgage-backed securities
may generate taxable income to us that bears no relationship to the actual
economic income attributable to the subordinate interest-only securities.
We may invest not only in classes of subordinate interest-only
securities but also in other classes of mortgage-backed securities.
Other Commercial Loans
We may originate or acquire commercial loans secured by non-real estate
assets. These loans typically will be underwritten based on the asset collateral
value, the borrower' payment history and financial condition, and operating cash
flow available for debt service.
Our Assets
As of December 31, 2001, we owned the following assets.
We hold a loan note having a principal amount of $1,135,367 (including
accrued interest of $185,367) as of December 31, 2001. The borrower owns and
operates a Best Western hotel in Orlando, Florida, and the loan is secured by an
assignment of the controlling interest in the entity that owns the property and
of the management contract with the manager of the property. We purchased the
loan from an affiliate in September 2001 for $1,073,854. This loan is
subordinate to a first deed of trust in the amount of $3,053,044, matures on
June 22, 2002 and bears interest at a rate of 12% per annum. In addition, we are
entitled to receive 50% of cash flow from operations of the owner until we have
received a 20% rate of return; the amount necessary to achieve that rate of
return will be accrued during periods in which it is not paid. After we receive
that return and until the property is sold, we are entitled to receive 40% of
cash flow from operations of the property. A 19.9% interest is held for the
benefit of the company.
In January 2002, the Company exercised its remedies under the Loan and
Security Agreement and related documents to assume control of Ganesh
Hospitality, the entity that owns the Best Western. In this regard the Company
removed the existing officers and directors and replaced them with the president
of the Company. The Company also obtained an injunction prohibiting the former
controlling parties of Ganesh from interfering with the operations of the
property. The Company removed the existing property management company and
installed Crossroads Hospitality Management Company as the new management
company.
We hold a loan note having a principal amount of $1,349,907 (including
accrued interest of $164,178) as of December 31, 2001. The borrower is
developing a Homewood Suites hotel in Del Mar, California and the loan is
secured by a Second Deed of Trust and other collateral. This loan matures on May
31, 2002 and bears interest at a rate of 25% per annum. We purchased this loan
from an affiliate in December 2000 for a purchase price of $870,261. The
borrower is a consultant to one of our affiliated companies and is actively
involved with the asset management of hospitality properties
In November 2001, we, together with affiliates, purchased a pool of
mortgage loans from Credit Suisse First Boston Mortgage Securities Corp. for an
aggregate purchase price of $498.6 million. Our share of the loans, in the
principal amount of $37.8 million, is held by a wholly owned subsidiary. The
mortgage loans are secured by first deeds of trust on residential property. The
combined loan-to-value ratios (based on the appraised values of the mortgaged
properties at the time of origination) of the loans held by our subsidiary is
approximately 80%. The average principal balance on these mortgage loans is
$125,347, and 100% of the loans are secured by first liens.
We financed the acquisition of our portion of the pool of mortgage
loans through the issuance of bonds by our subsidiary to institutional
investors. The bonds are in a principal amount of $36,225,364 and pay interest
at a floating rate based on LIBOR plus a fixed premium (which varies depending
on the tranche of bonds purchased). Interest on the bonds is payable out of the
interest and principal payments received from the pool of mortgages;
accordingly, the bonds do not have a fixed maturity date. The bonds are secured
by the principal and interest payable on the mortgages (net of certain expenses)
and are non-recourse to us (meaning that the bondholders may not look to our
other assets for payment in the event of a default). Our proceeds from this
investment will consist of payments of interest and principal on the mortgage
loans less interest and principal payments under the bonds.
Leverage And Borrowing
We intend to leverage a substantial amount of our assets through the
issuance of collateralized mortgage bonds, reverse repurchase agreements,
warehouse lines of credit, bank credit facilities, mortgage loans on real estate
and other borrowings. We will do this when there is an expectation that the
leverage will enhance our overall rate of return. Leverage creates an
opportunity for increased income but, at the same time, creates additional
risks. To the extent the revenues derived from assets acquired with borrowed
funds exceed the interest expense we have to pay, our net income may be greater
than if borrowing had not been used. Conversely, if the revenues from the assets
acquired with borrowed funds are not sufficient to cover the cost of borrowing,
our net income will be less than if borrowing had not been used.
Collateralized Mortgage Bonds and Warehouse Lines Of Credit
We may originate or purchase mortgage loans and through a subsidiary
issue collateralized mortgage bonds. During the period in which we are acquiring
mortgage loans for these bond issuances, we are likely to borrow funds secured
by the related loans under warehouse lines of credit. We have not yet
established any of these types of credit lines. The principal balance of the
collateral will typically exceed the principal balance of the collateralized
mortgage bonds. While the debt is outstanding, our ability to dispose of the
loans will be limited. Once the collateralized mortgage bonds are paid in full,
we will have unlimited ability to dispose of or refinance the loans.
Reverse Repurchase Agreements
We may enter into reverse repurchase agreements, which are agreements
under which we would sell assets to a third party with the commitment that we
may repurchase the assets at a fixed price on an agreed date. Reverse repurchase
agreements may be characterized as loans to us from the other party that are
secured by the underlying assets. The repurchase price reflects the purchase
price plus an agreed market rate of interest.
Bank Credit Facilities
We intend to borrow money through various bank credit facilities, which
will have varying fixed or adjustable interest rates and varying maturities. We
have not yet established any bank credit facilities.
Risk Management
Risks During Accumulation Period and Hedging
During the accumulation period during which we own mortgage loans but
have not yet issued mortgage-backed securities backed by the loans, we will
retain all risks related to ownership of the loans.
To address some of these risks, we may engage in a variety of interest
rate management techniques for the purpose of managing the effective maturity or
interest rate of our assets or liabilities. These techniques also may be used to
attempt to protect against declines in the market value of our assets resulting
from general trends in debt markets or to change the duration of or interest
rate risk associated with our borrowings. Any transaction of this type has
risks, and may limit the potential earnings on our investment in real estate
related assets. These techniques may include puts and calls on securities or
indices of securities, Eurodollar futures contracts and options on Eurodollar
futures contracts, interest rate swaps or other transactions of this type.
We may also use hedging techniques to mitigate potential risks, and not
for speculative purposes. For example, with respect to indebtedness, we may use
these techniques to limit, fix or cap the interest rate on variable interest
rate indebtedness. We may utilize interest rate swaps, options on interest rate
swaps, treasury-locks, options on treasuries and interest rate caps or floors,
to protect the value of fixed rate mortgage loans originated and held for
securitization.
Insurance
We will try to obtain, or cause the borrowers on our loans to obtain,
insurance coverage of the type and in the amount customarily obtained by owners
of properties similar to the commercial properties and residential properties
securing its loans. However, borrowers may not comply with our requirements and
there are certain types of losses, generally of a catastrophic nature, such as
earthquakes, floods and hurricanes, that may be uninsurable or too costly to
justify insuring. If uninsured losses occur on the security for our loans and
investments, we may suffer losses and have difficulties achieving its earnings
objectives.
Commercial Mortgage Loan Risk Management
Property values and net operating income derived from commercial
properties are volatile and commercial mortgage loans may be adversely affected
by a number of factors and risks, including:
o larger loan balances;
o dependency on successful operation of the property securing the mortgage
and tenants operating businesses in that property for repayment; and
o loan terms that often require little or no amortization and, instead,
provide for balloon payments at stated maturity.
We will utilize commercial loan underwriting guidelines to mitigate
some of the risks of commercial mortgage lending. However, many of the risks
associated with commercial lending may not be within our control or readily
assessable and, therefore, the underwriting guidelines may not protect us from
losses.
Purchase Of Loans From Affiliates And Loans Made To Affiliates
We may purchase loans and investments from our affiliates and make
loans to our affiliates. The price at which mortgage loans and other investments
will be purchased from affiliates will be based on whether the price is fair and
the investment otherwise is suitable and in our best interests. To determine
whether the price of an investment from an affiliate or otherwise is fair, IBF
Management may consider a number of factors, including:
o appraised value as determined by an independent appraiser,
o pricing of comparable transactions between the affiliate and third parties,
and
o brokers' opinions as to value.
It is our policy that loans made to affiliates will not exceed 10% of
our assets combined with those of our wholly owned subsidiaries. Loans we make
to affiliates will be underwritten pursuant to the same guidelines and on
financial terms that are no less favorable to us than loans made to unaffiliated
third parties.
Item 2. Description of Property
The Company does not presently hold title to any real estate and does
not lease any real estate.
Item 3. Legal Proceedings
On December 20, 2001, the Securities and Exchange Commission commenced
a formal investigation of IBF VI, our parent company and certain of our
affiliates. IBF VI, our parent and our affiliates believe that we have not
violated the federal securities laws and are cooperating fully with the
investigation. We understand that the Staff of the SEC intends to recommend that
the Commission authorize an enforcement action against us that would allege that
we are subject to the Investment Company Act of 1940 and other matters relating
to disclosure. We believe that an action by the SEC would be without merit and
we are in discussions with the Staff in an effort to persuade it that such an
action is not warranted. While the Commission may or may not follow any
recommendation of the Staff, if an action were to be instituted against IBF VI,
our parent or our affiliates, our business could be materially adversely
affected.
Item 4. Submission of Matter to a Vote of Security Holders
None.
Part II
Item 5. Market for Common Equity and Related Stockholder Matters
There is no market for our equity securities. All of our common stock
is owned by InterBank Funding Corporation.
Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion of our financial condition and results of
operations should be read in conjunction with the audited financial statements
and notes thereto appearing elsewhere in this report.
Overview
We make or purchase loans secured by real estate or other property and
invest in commercial and real estate-related obligations. Revenue generated in
this business includes:
o interest income on our loans;
o income from participation features in our loans, such as a share of cash
flow from the operations of the borrower or a share of gain on the sale of
real estate securing the loan;
o origination fees and other fees we generate in connection with our lending
activity; and
o gain on sale of or foreclosure on assets
The significant expenses incurred in connection with this business may include:
o our cost of borrowing, primarily interest we pay on our obligations; and
o losses incurred in connection with our lending activity in the event of a
default by a borrower.
Results of Operations
We had not conducted significant operations through December 31, 2000,
having raised our initial proceeds from our bond offering and acquired our first
loan in December 2000. For the year ended December 31, 2000, we had no revenue
and reported a net loss of $47,000. This loss reflected general and
administrative expenses relating to our organization and the registration of our
bond offering. Because operating results for 2000 were not significant, we do
not provide a comparison of 2001 results with 2000 results. Accordingly, the
following discussion generally addresses only our results of operations for the
year ended December 31, 2001.
During the year ended December 31, 2001, we reported revenue of
$640,306. This consisted of interest income of $602,585 and fee income of
$37,721. Interest income was comprised of $310,115 of interest on our
outstanding loans receivable, of which $28,490 was paid in cash and the balance
was accrued and added to the principal amount of the loans. The remaining
$289,088 was interest earned on our share of the pool of residential mortgage
loans we acquired jointly with affiliates. Interest income reflects only a
partial year of ownership of one of our loans receivable, which we acquired in
September 2001, and the pool of mortgage loans, which we acquired in November
2001. Fee income consisted of fees charged to borrowers in connection with our
loans receivable.
Our principal operating expense during the year was interest expense in
the amount of $484,130. This consisted of interest in the amount of $ 258,127 we
paid on our outstanding subordinated bonds and $226,003, which was our share of
interest paid on mortgage backed bonds issued to finance the acquisition of the
pool of residential mortgage loans.
We incurred servicer fee and other securitization expense of $24,913.
This was comprised of the companies share (7.58%) of the total servicer and
securitization expense pool.
Our provision for Depreciation of Loan Value was $26,414. This
represents an amount charged to establish an allowance for loan losses in the
Residential Mortgage Pool at a level deemed appropriate by management.
We incurred an amortization expense in the amount of $167,757. This
non-cash expense primarily reflects the amortization of debt issuance costs
relating to our public bond offering. These costs are amortized over the life of
the offering.
General and administrative expenses for 2001 were $17,577, as compared
with expenses of $43,750 for 2000. Expenses incurred during 2000 were higher
because of costs relating to our organization during that year.
Liquidity And Capital Resources
Our principal sources of cash are interest income and fees generated
from our lending and investment activity, proceeds of our offering of bonds to
investors, interest on our cash pending its use in our business, borrowings
collateralized by our mortgage loans and other real estate related assets, and
capital contributions by our parent company. Our principal uses of cash are the
funding of loans we originate, the cost of loans and other investments we
purchase, interest payable on borrowings we use to fund the acquisition of loans
and other investments, and interest payable on our outstanding bonds.
In December 2000, our sources of cash included the initial net
proceeds of our bond offering in the approximate amount of $500,000 and capital
contributions by our parent company in the approximate amount of $1.1 million.
In late December 2000 we used cash in the amount of $870,621 to purchase a loan.
Because of our limited operations during 2000, we did not receive any interest
or other income on our assets and did not pay any interest on our outstanding
bonds. Cash used in operations for the year was approximately $10,000.
During 2001 we received net proceeds of approximately $5.9 million
from the sale of bonds to investors. In September 2001, we used cash in the
amount of $1,073,854 to purchase a loan. In November 2001, we and certain of our
affiliates through subsidiaries purchased a pool of mortgage loans for an
aggregate purchase price of $498.6 million. Our share of the purchase price was
$ $37,769,000, which we funded by a capital contribution of $338,194 we made to
our subsidiary and borrowings by the subsidiary collateralized by the mortgage
loans held by the subsidiary. The borrowings by our subsidiary are not
guaranteed by or otherwise recourse to us. During 2001, operations generated
EBITDA in the amount of approximately $533,000. Adding Interest and Amortization
costs to EBITA, the Company sustained a net loss of $118,455.
As of December 31, 2001, we had cash in the approximate amount of $2.6
million. Based upon the amount of bonds and other interest-bearing obligations
outstanding as of that date, we estimate that our debt service obligations for
2002 will be approximately $750,000. While cash flow from operations alone may
not be sufficient to fund obligations, we believe that cash flow from
operations, lines of credit and existing liquity should be sufficient to fund
our obligations.
As discussed under "Legal Proceedings," we and our affiliated companies
are currently subject to an investigation by the Securities and Exchange
Commission. As a result of the investigation, we suspended our bond offering as
of January 31,, 2002 and placed in escrow approximately $ 1,778,000 of gross
proceeds from sales of bonds that occurred between December 17, 2001 and January
31, 2002 If we are unable to resume our bond offering and release the escrowed
funds, our ability to fund growth in our operations and our ability to meet our
obligations would be severely limited and our business likely would be adversely
affected.
Forward-Looking Statements
Some of the information in this report may include forward-looking
statements. You can identify these statements by phrases such as "will likely
result," "may," "are expected to," "is anticipated," "estimate," "projected,"
"intends to" or other similar words. Forward-looking statements
are not guarantees of future performance and have certain risks and
uncertainties, including but not limited to the following:
o market conditions and real estate values in the areas where our loans are
made;
o credit risk related to our borrowers;
o our dependence on securitizations and short-term warehouse loan facilities;
o our dependence on debt financing to fund our operations;
o changes in interest rates;
o our ability to implement an effective hedging strategy;
o the geographic concentration of our loans; and
o our ability to continue to raise capital through the issuance of bonds.
The risks could cause our actual results to differ materially from
those presently anticipated. When considering forward-looking statements, you
should keep these factors in mind as well as the other cautionary statements in
this report. You should not place undue reliance on any forward-looking
statement.
Item 7. Financial Statements
Our financial statements appear on pages F-1 through F-10 of this
report.
Item 8. Changes in and Disagreements with Accountants
on Accounting Financial Disclosure
None.
Item 9. Directors and Executive Officers, Promoters and Control Persons;
Compliance with Section 16(A) of the Exchange Act
We do not have any full time employees and do not pay salaries to our
executive officers. All personnel services required for our operations are
provided by IBF Management. IBF Management Corp. is a Delaware corporation in
which InterBank Funding Corp. ("IBF") is the sole stockholder. Simon A. Hershon
is the sole stockholder of IBF. Since 1977, IBF and its affiliates have provided
a wide variety of financial advisory services to businesses, institutions and
individuals in the finance, real estate and hospitality industries. These
companies offer strategic advisory services, investment and merchant banking,
private placements and public offerings, and equity and mezzanine financing.
We have entered into a management agreement with IBF Management for a
term expiring on the maturity or redemption of all of our outstanding bonds. IBF
Management will be primarily involved in three activities:
o underwriting, originating and acquiring mortgage loans and other commercial
and real estate related assets;
o asset/liability management, financing, management and disposition of loans,
including credit and prepayment risk management, collection of payments,
enforcement of remedies, foreclosure and property disposition and related
services; and
o capital management, including oversight of our capital raising and investor
relations activities.
In conducting these activities, IBF Management formulates operating
strategies for us, arranges for the acquisition of assets by us, monitors the
performance of our loans and provides certain administrative and managerial
services in connection with our operation. IBF Management is required to manage
our business affairs in conformity with the policies that are approved and
monitored by our board of directors. IBF Management is required to prepare
regular reports for us that review our acquisitions of assets, portfolio
composition and characteristics, credit quality, performance and compliance with
the policies approved by us.
At all times, IBF Management will be required to follow our direction
and oversight and perform the functions and have the authority set forth in the
management agreement. IBF Management will be responsible for our day-to-day
operations and will perform the services activities relating to our assets and
operations as may be appropriate.
We have the right at any time during the term of the management
agreement to terminate the management agreement without the payment of any
termination fee upon, among other things, a material breach by IBF Management of
any provision contained in the management agreement that remains uncured at the
end of the applicable cure period, including the failure of IBF Management to
use reasonable efforts to comply with our investment policy and guidelines.
The management agreement may not be assigned by either party without
the consent of the other party.
Our business will be managed by the officers and directors of IBF
Management and its affiliates. The following persons are our officers and
directors and those of IBF Management:
Name Age Position
Simon A. Hershon................. 53 CEO of IBF Management
CEO and Director of IBF VI
W. Thomas Fleming, III............ 58 President of IBF Management
and President of IBF VI
Ehud D. Laska..................... 51 Executive Vice President and
Director
James J. Hoban.................... 50 Senior Vice President, Capital
Markets
Robert L. Olson................... 58 Chief Financial Officer
The following is a description of the business experience of the
principal officers and directors of IBF Management and its affiliates that
provide services to us.
IBF Management
Simon A. Hershon, CEO, IBF Management Corp. and InterBank Funding
Corporation. Simon Hershon serves as CEO of the Manager and of InterBank Capital
Partners, having founded the company in 1977. Mr. Hershon's education and
professional experience combine to provide the firm's clientele with an in-depth
understanding of institutional and corporate finance, real estate finance, and
development and hospitality turnarounds. Mr. Hershon has been involved in a wide
range of corporate and bond financings and provided advisory services in
connection with one of Washington D.C.'s largest bankruptcies, totaling over $2
billion. He graduated from the U.S. Naval Academy and received both an MBA and a
Doctorate in Business Administration from Harvard University, where he
concentrated in finance and graduated with honors.
W. Thomas Fleming, III, President, IBF Management Corp. and InterBank
Funding Corporation. Mr. Fleming serves as the President of the Manager and of
InterBank Capital Partners. With more than 30 years of professional experience
in the financial services industry, Mr. Fleming has served in a variety of
executive positions including President of the National Bank of Washington and
Chief Financial Officer for First Boston Capital Group and Evans Financial
Corporation. Mr. Fleming has extensive experience in credit policy, loan
originations, loan underwriting, loan administration, problem loan work-outs, as
well as loan systems and loan accounting. Mr. Fleming earned a Bachelor of Arts
in Economics from Harvard and an MBA from the George Washington University.
Affiliates
Ehud D. Laska, President, InterBank Capital Group, LLC. A founding
partner of InterBank Capital Group, Mr. Laska specializes in building up
companies through same industry consolidation and acquisitions. He has served on
the Board of Directors of a number of private and public companies operating in
a wide range of industries. Prior to joining the firm, he was a senior
investment banker with CS/First Boston, Drexel Burnham Lambert, and Paine
Webber. Mr. Laska is a graduate of the University of Massachusetts with High
Honors and holds an MS in Engineering from Brown University and an MBA from
Stanford University.
Roger J. Lerner, Executive Vice President, General Counsel, InterBank
Funding Corporation. Mr. Lerner heads the legal department, where he is
responsible for overseeing corporate legal affairs. Mr. Lerner has more than
twenty years of experience working in both the legal profession and with
financial institutions. Before joining IBF, Mr. Lerner was a partner at the law
firm of Kile, Goekjian, Lerner, & Reed, LLC. He also previously served as
Assistant Director of Resolutions at the Resolution Trust Corporation (RTC),
Regional Director of the Mergers and Acquisitions Division at the Federal
Savings and Loan Insurance Corporation (FSLIC) and Executive Assistant to the
General Counsel at the Pension Benefit Guaranty Corporation (PBGC). Mr. Lerner
received his Bachelor of Arts in Political Science from The George Washington
University in Washington, DC and his Juris Doctorate from Washington University
in St. Louis.
James J. Hoban, Senior Vice President, Capital Markets. Mr. Hoban has
been employed by IBF Securities, Inc. since January 1999 where he is responsible
for managing the overall sales and marketing of investment securities for
InterBank affiliates. Prior to joining InterBank, Mr. Hoban held senior
executive positions in sales, marketing, and product development for Providian
Capital Management, PLM International, and Sun America Capital. Mr. Hoban earned
his Bachelor and MBA degrees from the University of Southern California.
Robert L. Olson, Chief Financial Officer, IBF VI, Mr. Olson has served
as Chief Financial Officer of the Company since May 2000. Mr. Olson has over 20
years experience in developing financial controls and procedures for companies
in various industries. Most recently, Mr. Olson served as Vice President of
Finance for The Energy Grid, Inc., a start up company in the energy, gas and
telecommunications industries, from March 1999 to May 2000. From September 1997
to March 1999, Mr. Olson served as Vice President of Finance for Global
Intellicom, Inc., a publicly-traded technology firm. From June 1990 to September
1997, Mr. Olson served as Vice President of Finance for Trafalgar Ltd., a
manufacturer, wholesaler and retailer of leather products. From 1977 to June
1990, Mr. Olson served as a Vice President of Finance or Chief Financial Officer
for various companies involved primarily in retailing and manufacturing. Mr.
Olson graduated from Long Island University with a Bachelor of Science in
Accounting.
Compensation
No compensation will be paid by us to our officers. IBF Management will
bear all costs of managing our business. IBF Management will receive an annual
management fee payable on each quarter end for its services equal to 2% of the
principal amount of our bonds then outstanding for providing all administrative
and management support required to conduct our operations. The management fee
will cover items such as wages and salaries of employees of IBF Management
responsible for our daily operations, fees and expenses of agents and
independent contractors providing administrative support for our operations,
office space, and all overhead expenses. The management fee does not cover our
legal and accounting fees, filing fees, investment transaction costs, taxes,
officer and director liability insurance, and other administrative expenses. The
annual management fee is subordinated to interest and principal due on the bonds
and is payable out of working capital reserves.
Item 10. Executive Compensation
Not applicable.
Item 11. Security Ownership of Certain Beneficial Owners and Management
Simon A. Hershon may be deemed the beneficial owner of 100% of our
outstanding common stock.
Item 12. Certain Relationships and Related Transactions
The following table describes the amount and nature of payments that
may be made by us to InterBank and its affiliates.
Payee Purpose
IBF Management....................... Annual management fee (1)
IBF Securities....................... Finder's fees for identification
of selected broker-dealers and
unaccountable expense reimbursement
Coleman & Company
Securities, Inc.................. Finder's fees (2)
(1) An amount equal to 2% of the bonds outstanding.
(2) Coleman will receive out of the sales commission payable to the
placement agent in our bond offering a finder's fee of 0.5% of the
gross proceeds from the sale of bonds for its assistance in identifying
selected broker-dealers. Coleman will also receive 7% of the gross
sales price of all bonds sold by Coleman directly to investors in the
offering, but it is not expected that sales by Coleman to investors
will be material.
We did not pay an annual management fee or any finder's fees or
unaccountable expense reimbursements for the year ended December 31, 2000. We
paid $37,970 to IBF Management as the annual management fee for the year ended
December 31, 2001. We paid $207,550 to IBF Securities as finder's fees and
unaccountable expense reimbursement for the year ended December 31, 2001. We
paid $30,155 as finder's fees to Coleman & Company Securities, Inc. for the year
ended December 31, 2001.
On December 29, 2000, we purchased a loan from IBF Collateralized
Finance Corporation, an affiliate, for a purchase price of $870,621. On
September 27, 2001, we purchased a loan from a predecessor of IBF Collateralized
Finance Corporation for a purchase price of $1,073,854. During the year ended
December 31, 2002, the Company loaned $1,345,000 to its parent. These loans are
non-interest bearing and have no definitive repayment terms.
We will reimburse IBF Management for some or all of the legal and
accounting fees, printing costs and marketing costs paid to third parties by IBF
Management for services on our behalf.
We may purchase loans from affiliates and make loans to affiliates of
InterBank that meet our investment guidelines.
Item 13. Exhibits, List and Reports on Form 8-K
(a) Index of Exhibits
*1 Underwriting Agreement
*1.1 Selling Group Agreement
*3 Certificate of Incorporation, as amended
*3.1 Certificate of Amendment to Certificate of Incorporation
*3.2 Certificate of Amendment to Certificate of Incorporation
*3.3 Certificate of Amendment to Certificate of Incorporation
*3.4 Bylaws
*4 Proceeds Escrow Agreement
*4.1 Indenture, with exhibits
+4.2 First Supplemental Indenture
*10 Management Agreement
*23 Consent of Radin, Glass & Co., LLP
*25 Form T-1, Statement of Eligibility under the Trust Indenture
Act of 1939
* Previously filed as exhibits to the Registrant's Registration Statement on
Form SB-2 (No. 333-71091) and incorporated by reference herein.
+ Previously filed as an exhibit to Post-Effective Amendment No. 3 to the
Registrant's Registration
Statement on Form SB-2 (No. 333-71091) and incorporated by reference herein.
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
IBF VI - SECURED LENDING CORPORATION
By: /s/ Simon A. Hershon
------------------------------------
Simon A. Hershon
President
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.
By: /s/ Simon A. Hershon
---------------------------------------------
Simon A. Hershon, CEO April 16, 2002
and Director
By: /s/ W. Thomas Fleming, III
---------------------------------------------
W. Thomas Fleming, III, President April 16, 2002
By: /s/ Robert L. Olson
---------------------------------------------
Robert L. Olson, Chief Financial Officer April 16, 2002
REPORT OF INDEPENDENT AUDITORS
March 2, 2002
The Board of Directors and Stockholders
IBF VI - Secured Lending Corporation and Subsidiary
Washington, DC
We have audited the accompanying balance sheets of IBF VI - Secured Lending
Corporation and Subsidiary as of December 31, 2001 and 2000, and the related
statement of operations, changes in stockholders' equity, and cash flow for each
of the years then ended. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of IBF VI - Secured Lending
Corporation and Subsidiary at December 31, 2001 and 2000, and the results of its
operations and its cash flows for each of the years then ended, in conformity
with accounting principles generally accepted in the United States.
/s/ Radin, Glass & Co., LLP
Certified Public Accountants
New York, New York
IBF VI - Secured Lending Corporation and Subsidiary
Balance Sheets
December 31, 2001 and 2000
ASSETS
2001 2000
- ------------------------------------------------------------------------------------------------------------------------
ASSETS:
- ------------------------------------------------------------------------------------------------------------------------
Cash $ 2,587,694 $ 532,858
- ------------------------------------------------------------------------------------------------------------------------
Loans receivable, at fair value 2,485,274 870,621
- ------------------------------------------------------------------------------------------------------------------------
Mortgage loans 38,105,552 -
- ------------------------------------------------------------------------------------------------------------------------
Prepaid expenses 546 -
- ------------------------------------------------------------------------------------------------------------------------
Due from Parent 1,345,000 -
- ------------------------------------------------------------------------------------------------------------------------
Debt issuance costs, net 1,391,488 548,992
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 45,915,554 $ 1,952,471
- ----------------------------------------------------------------------------------------==============---===============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------------------------------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------------------------------------------------------------
Accounts payable $ 102,515 $ 33,260
- ------------------------------------------------------------------------------------------------------------------------
Accrued expenses 10,783 -
- ------------------------------------------------------------------------------------------------------------------------
Subordinated bonds 6,480,938 503,763
- ------------------------------------------------------------------------------------------------------------------------
Mortgage Backed Bonds payable 37,802,615 -
- ------------------------------------------------------------------------------------------------------------------------
Due to affiliate 166,710 -
- ------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 44,563,561 537,023
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES - -
- ------------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
- ------------------------------------------------------------------------------------------------------------------------
Common stock, $1 par value, 1,000 shares authorized, 1,000 1,000
- ------------------------------------------------------------------------------------------------------------------------
issued and outstanding
- ------------------------------------------------------------------------------------------------------------------------
Additional paid-in capital 1,557,535 1,502,535
- ------------------------------------------------------------------------------------------------------------------------
Accumulated deficit (206,542) (88,087)
- ------------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 1,351,993 1,415,448
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 45,915,554 $ 1,952,471
- ----------------------------------------------------------------------------------------==============---===============
IBF VI - Secured Lending Corporation and Subsidiary
Statements of Operations
For the Years Ended December 31, 2001 and 2000
2001 2000
INVESTMENT INCOME:
Interest income $ 602,585 $ -
Commitment fee 21,721 -
Consulting fee 16,000 -
------------- -------------
TOTAL INVESTMENT INCOME 640,306 -
------------- -------------
EXPENSES:
Interest expense 484,130 3,763
Servicers' fees 24,913 -
Management fee 37,970 -
Amortization expense 167,757 -
General and administrative 17,577 43,750
------------- -------------
TOTAL OPERATING EXPENSES 732,347 47,513
------------- -------------
NET INVESTMENT LOSS (92,041) (47,513)
DEPRECIATION OF LOAN VALUE (26,414) -
------------- -------------
NET LOSS $ (118,455) $ (47,513)
============= =============
IBF VI - Secured Lending Corporation and Subsidiary
Statements of Changes in Stockholders' Equity
For the Years Ended December 31, 2001 and 2000
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit Total
Balance - December 31, 1999 1,000 $ 1,000 $ 409,018 $ (40,574) $ 369,444
Capital contributions 1,093,517 1,093,517
Net loss (47,513) (47,513)
------- --------------- --------------- ---------------- --------------
Balance - December 31, 2000 1,000 1,000 1,502,535 (88,087) 1,415,448
Capital contributions 55,000 55,000
Net loss (118,455) (118,455)
------- --------------- --------------- ---------------- --------------
Balance - December 31, 2001 1,000 $ 1,000 $ 1,557,535 $ (206,542) $ 1,351,993
======= =============== =============== ================ ===============
IBF VI - Secured Lending Corporation and Subsidiary
Statements of Cash Flows
For the Years Ended December 31, 2001 and 2000
2001 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (118,455) $ (47,513)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Interest on subordinated bonds 65,175 3,763
Amortization 175,737 -
Reserve for mortgage receivable 26,414 -
Reserve for bonds payable (220,325) -
Changes in operating assets and liabilities:
Accounts payable 69,255 33,260
Accrued expenses and others 10,783 -
Prepaid expense (546) -
------------------ ----------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 8,038 (10,490)
------------------ ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of mortgage loans (38,302,954) -
Principal collected on mortgage receivable 162,979 -
Purchases of loan receivable (1,614,653) (870,621)
------------------ ----------------
NET CASH USED IN INVESTING ACTIVITIES (39,754,628) (870,621)
------------------ ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions 55,000 758,750
Debt issuance costs incurred (1,010,224) (33,903)
Loans to Parent (1,345,000) -
Net changes in due to affiliate 166,710 -
Proceeds from subordinated bonds 5,912,000 500,000
Proceeds from bonds payable 38,185,919 -
Principal repayments of bonds payable (162,979) -
------------------ ----------------
CASH FLOW PROVIDED BY FINANCING ACTIVITIES 41,801,426 1,224,847
------------------ ----------------
NET INCREASE IN CASH 2,054,836 343,736
CASH, Beginning 532,858 189,122
------------------ ----------------
CASH, Ending $ 2,587,694 $ 532,858
================== ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the years:
Interest $ 422,718 $ -
================== ================
Taxes $ - $ -
================== ================
Non-cash investing and financing activities:
Debt issuance costs paid by Parent $ - $ 334,767
================== ================
IBF VI - Secured Lending Corporation and Subsidiary
Notes to Financial Statements
- ------------------------------------------------------------------------------
1. Description of the Company:
On June 8, 1998, IBF VI - Secured Lending Corporation (the "Company") was formed
to engage in the business of making and purchasing loans secured by real estate
or other property and invest in commercial and real estate related obligations
and holding and disposing of such assets.
The Company is a wholly-owned subsidiary of InterBank Funding Corporation (the
"Parent").
2. Summary of Significant Accounting Policies:
Basis of Presentation:
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, IBF VI- Asset Securitization Corp., after
elimination of intercompany accounts and transactions.
Development Stage Enterprise:
The Company had previously reported its financial statements as a Development
Stage Enterprise as the Company had not yet commenced its planned principal
operations. During the year ended December 31, 2000, due to the fact that the
Company commenced its planned principal operations and the completion of its
registration statement with the Securities and Exchange Commission (see Note 5),
the Company believes it should no longer report its financial statements as a
Development Stage Enterprise.
Cash:
During the normal course of business, the Company may have cash in the bank in
excess of $100,000 which exceeds the FDIC insurance limits and is therefore
uninsured. At December 31, 2001 and 2000, cash included $823,000 and $500,000 in
an escrow account, which was non-interest bearing and was released to the
Company in January 2002 and January 2001, respectively.
Debt Issuance Costs:
Debt issuance costs represent costs incurred in connection with the Company's
public offering of subordinated bonds. Such costs are capitalized and are being
amortized over the life of the bonds.
Loans Receivable:
Loans receivable is reported at fair value based upon independent appraisals. In
absence of the appraisals, loans receivable is valued at fair value as
determined in good faith by management of the Company. The reported value of
these receivables do not necessarily represent an amount of money that would be
realized if such receivable had to be sold in an immediate liquidation.
Management is responsible for determining overall valuation guidelines of the
loans and ensuring the valuation of loans within the prescribed guidelines
Accounting for Long-Lived Assets:
The Company reviews long-lived assets, certain identifiable assets and any
goodwill related to those assets for impairment whenever circumstances and
situations change such that there is an indication that the carrying amounts may
not be recoverable. At December 31, 2001 and 2000, the Company believes that
there has been no impairment on its long-lived assets.
Reporting of Segments:
The Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise
and Related Information". SFAS No. 131 establishes the criteria for determining
an operating segment and establishes the disclosure requirements for reporting
information about operating segments. The Company has determined that under SFAS
No. 131, it operates in one segment of service.
Income Taxes:
The Company files a consolidated income tax return with its Parent. Income tax
has been provided as if the Company was a separate entity and such tax provision
is paid to the Parent.
3. Loans Receivable, at Fair Value:
At December 31, 2001 and 2000, loans receivable is valued at cost which is
approximately equal to the fair value based upon independent appraisals. Loans
receivable consist of the following:
2001 2000
---------------- ---------------
Loan receivable-RAR Ocean LP, bears interest at 25% as amended on May 18, 2001
(interest at 24% through April 30, 2001) and due on May 31, 2002. The loan is
secured by certain real property. The loan balance includes accrued interest of
$164,178 and $35,858, respectively.
$ 1,349,907 $ 807,621
Loan receivable-Best Western, bears interest at 20% and due on June 22,
2002. The loan is personally guaranteed, under certain circumstances,
by the owner of the borrower and secured by a management contract. The
loan balance includes accrued interest of $185,367 (see Note 11). 1,135,367 -
---------------- ---------------
$ 2,485,274 $ 807,621
================ ===============
4. Mortgage Loans/Bonds Payable:
On November 27, 2001, a wholly-owned subsidiary of the Company, along with
certain affiliates invested in a pool of mortgages subject to various debt
instruments. The Company invested $338,194 (including other costs of $48,009)
representing approximately 7.58% of the investment of the Company and its
affiliates. The investments are in approximately 3,000 residential mortgages
with an average balance of approximately $160,000 with the highest balance under
$1,000,000. The mortgages include conventional, adjustable-rate, fully
amortizing and balloon, first lien residential mortgage loans, with original
terms to a stated maturity of up to 30 years. The mortgage loans were originated
generally in accordance with underwriting guidelines that are less stringent
than Fannie Mae and Freddie Mac guidelines. As a result, such mortgage loans are
likely to experience higher rates of delinquency, foreclosure and bankruptcy
than mortgage loans underwritten in accordance with higher standards. All loans
are serviced by unrelated servicers. Such loans are carried at original cost,
less depreciation in loan value of $26,414, representing estimated bad debts
incurred, such carrying cost approximates fair market value.
The subsidiary, which records its 7.58% of all assets and liabilities of the
mortgage pools, is consolidated in the financial statements. The accounting for
the transaction is governed by SFAS 140, "Accounting for Transfers and Servicing
or Financial Assets and Extinguishments of Liabilities" which requires
consolidation of the subsidiary if the Company relinquishes all control; as the
Company has retained the right to buy back the mortgages under certain
circumstances, it has consolidated the subsidiary. The Company is not obligated
under the pools debt instruments, accordingly its financial exposure is limited
to its investment.
A summary of the balances involved is the following:
The Company Affiliates Total
------------------ ------------------ ----------------
Class A1 $ 22,879,175 $ 277,120,825 $ 300,000,000
Class A2 7,283,204 88,216,796 95,500,000
Class M1 2,364,181 28,635,819 31,000,000
Class M2 1,906,598 23,093,402 25,000,000
Class B 1,792,202 21,707,798 23,500,000
Class R 4 46 50
------------------ ------------------ ----------------
Mortgage Loans 36,225,364 438,774,686 475,000,050
Class AIO 1,960,555 23,746,945 25,707,500
------------------ ------------------ ----------------
Bonds Payable $ 38,185,919 $ 462,521,631 $ 50,707,550
================== ================== ================
Mortgage loans at December 31, 2001 consist of the following:
The Company Affiliates Total
------------------ ------------------ ----------------
Beginning principal $ 36,225,364 $ 438,774,686 $ 475,000,050
Principal payments 162,979 1,974,063 2,137,042
------------------ ------------------ ----------------
Balance at December 31, 2001 36,062,385 436,800,623 472,863,008
Mortgage premium, net 1,772,217 16,751,848 18,524,065
Deferred mortgage costs, net 297,364 3,176,872 3,474,236
Depreciation of loan value (26,414) (319,941) (346,355)
------------------ ------------------ ----------------
Mortgage Loans $ 38,105,552 $ 456,409,402 $ 494,514,954
================== ================== ================
Bonds payable at December 31, 2001 consist of the following:
The Company Affiliates Total
------------------ ------------------ ----------------
Beginning principal $ 38,185,919 $ 462,521,631 $ 500,707,550
Principal payments 162,979 1,974,063 2,137,042
------------------ ------------------ ----------------
Balance at December 31, 2001 38,022,940 460,547,568 498,570,508
Class X reserve (220,325) (5,814,428) (6,034,753)
------------------ ------------------ ----------------
Bonds Payable $ 37,802,615 $ 454,733,140 $ 492,535,755
================== ================== ================
Because of the financing structure whereby the financing other than Class AIO
return pass through rates from approximately 2.33% to 4.89% while the mortgages
generally provide returns of not less than 6.1% per annum and not more than
15.0% per annum the Class AIO return was predicted at approximately 24%. As the
Class AIO certificates are interest only and dependent on LIBOR interest rates,
default rates, repayment rates, etc., it is not possible to predict repayment
rates or return over the life of the investment. However, as of March 31, 2002,
approximately four months into this investment, the mortgages are performing as
anticipated.
The maturity of the mortgage loans is dependent on projected prepayments and
ultimate maturity of the mortgages. The debt used to finance the mortgages is
repayable on repayment of the mortgages. It is not practicable to forecast the
repayment dates of the Class AIO investment.
5. Subordinated Bonds/Public Offering:
During the year ended December 31, 2000, the Company commenced a $50,000,000
subordinated bond offering. The minimum principal amount of bonds is $5,000 for
all investors, except for individual retirement accounts and Keogh Plans, for
which the minimum purchase is $2,000. The bonds may be subordinated to future
senior indebtedness of the Company. The bonds are redeemable at the option of
the Company after June 30, 2001.
The subordinated bonds bear interest at 10.75% per annum, paid monthly or
quarterly or reinvested on a quarterly basis and due on December 31, 2006. The
redemption price of the bond will be equal to 100% of the principal amount of
the bond plus any related accrued or accreted interest through the date of
redemption. At December 31, 2001 and 2000, total subordinated bonds consist of
principal of $6,412,000 and $500,000 with accrued interest of $68,938 and
$3,763, respectively.
6. Due from Parent:
During the year ended December 31, 2001, the Company loaned $1,345,000 to the
Parent. Such loans are non-interest bearing and have no definitive repayment
terms.
7. Income Taxes:
No provision has been made in the accompanying financial statements for income
tax expense as a result of the current operating loss and net operating loss
carryforwards. Differences between income tax benefits computed at the Federal
statutory rate (34%) and reported income taxes for years ended December 31, 2001
and 2000 are primarily attributable to the net operating loss carryforwards.
8. Related Party Transactions:
IBF Management Corp. ("IBF Management") and InterBank Consultants, Inc. ("IB
Consultants"), affiliates of the Parent provides to the Company certain
administrative and support services for a fee. The annual management fee will
pay for certain costs of operating the Company, which IBF Management is
responsible. Total management fee incurred during the year ended December 31,
2001 was $37,970.
9. Concentration of Credit Risk:
The Company was formed to purchase or make loans on corporate credits with
substantial collateralization that otherwise might not be able to obtain
financing. These loans may be performing or non-performing when they are
acquired. Certain loans have been purchased below face value. The Company
expects to be able to generate higher returns than would be obtainable from
traditional loans. The loan portfolio at any time contains such loans, which may
on occasion require standard or innovative methods of collection. Management
believes that the portfolio is sufficiently collateralized such that the
borrowers have sufficient incentive to make full collection probable, after
giving effect to the allowance for uncollectible that has been provided.
10. SEC Investigation:
On December 20, 2001, the Securities and Exchange Commission commenced a formal
investigation of IBF VI, our parent company and certain of our affiliates. IBF
VI, our parent and our affiliates believe that we have not violated the federal
securities laws and are cooperating fully with the investigation. We understand
that the Staff of the SEC intends to recommend that the Commission authorize an
enforcement action against us that would allege that we are subject to the
Investment Company Act of 1940 and other issues relating to disclosure. We
believe that an action by the SEC would be without merit and we are in
discussions with the Staff in an effort to persuade it that such an action is
not warranted. While the Commission may or may not follow any recommendation of
the Staff, if an action were to be instituted against IBF VI, our parent or our
affiliates, our business could be materially adversely affect.
11. Accounting Developments:
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which requires that all derivative
financial instruments be recognized as either assets or liabilities in the
balance sheet. SFAS No. 133, which was effective for the first quarter of 2001,
has not had a material impact on the Company's results of operations, financial
position or cash flows.
In July 2001, FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting, and broadens the criteria for recording
intangible assets separate from goodwill. SFAS No. 142 requires the use of a
non-amortization approach to account for purchased goodwill and certain
intangibles, effective January 1, 2002. The Company does not believe that the
adoption of these pronouncements will have a material impact on its financial
statements.
FASB also recently issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" and SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." SFAS No. 143 requires the recognition of a liability for the
estimated cost of disposal as part of the initial cost of a long-lived asset.
SFAS No. 144 supersedes SFAS No. 121 to supply a single accounting approach for
measuring impairment of long-lived assets, including segment of a business
accounted for as a discontinued operation or those to be sold or disposed of
other than by sale. The Company believes that adopting these pronouncements on
its financial statements will not have a material impact on its financial
statements.
12. Subsequent Event (Unaudited):
In January 2002, the Company exercised its remedies under the Loan and Security
Agreement and related documents to assume control of Ganesh Hospitality, the
entity that owns the Best Western (see Note 3). In this regard the Company
removed the existing officers and directors and replaced them with the president
of the Company. The Company also obtained an injunction prohibiting the former
controlling parties of Ganesh from interfering with the operations of the
property. The Company removed the existing property management company and
installed Crossroads Hospitality Management Company as the new property
management company.