SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2002
Commission File Number: 333-71091
IBF VI - Secured Lending Corporation
State of Incorporation: Delaware I.R.S. Employer I.D.: 52-2139510
1733 Connecticut Avenue, N.W.
Washington, D.C. 20009
(202) 588-7500
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 twelve months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety days.
Yes X No
------------- ----------------------
There were 1,000 shares of Common Stock outstanding at May 30, 2002.
IBF VI - Secured Lending Corporation and Subsidiary
Balance Sheets
ASSETS
March 31, December 31,
2002 2001
(Unaudited) (Audited)
ASSETS:
Cash $ 2,613,884 $ 2,587,694
Loans receivable, at fair value 2,654,150 2,485,274
Mortgage loans 37,434,267 38,105,552
Prepaid expenses 137 546
Due from Parent 1,345,000 1,345,000
Debt issuance costs, net 1,496,620 1,391,488
---------------- ----------------
TOTAL ASSETS $ 45,544,058 $ 45,915,554
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 163,230 $ 102,515
Accrued expenses 23,888 10,783
Subordinated bonds 7,206,676 6,480,938
Securitization bonds 36,912,666 37,802,615
Due to affiliate - 166,710
---------------- ----------------
TOTAL LIABILITIES 44,306,460 44,563,561
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY:
Common stock, $1 par value, 1,000 shares authorized,
issued and outstanding 1,000 1,000
Additional paid-in capital 1,557,535 1,557,535
Accumulated deficit (320,937) (206,542)
---------------- ----------------
TOTAL STOCKHOLDERS' EQUITY 1,237,598 1,351,993
---------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 45,544,058 $ 45,915,554
================ ================
IBF VI - Secured Lending Corporation and Subsidiary
Statements of Operations
For The Three Months Ended March 31, 2002 and 2001
(Unaudited)
2002 2001
INVESTMENT INCOME:
Interest income $ 980,064 $ -
Commitment fee 41,896 -
--------------------- -----------------------
TOTAL INVESTMENT INCOME 1,021,960 -
--------------------- -----------------------
EXPENSES:
Interest expense 884,839 11,596
Servicers' fee 97,774 -
Management fee 32,559 -
Amortization expense 68,919 28,347
General and administrative 19,763 1,318
--------------------- -----------------------
TOTAL EXPENSES 1,103,854 41,261
--------------------- -----------------------
NET INVESTMENT LOSS (81,894) (41,261)
UNREALIZED APPRECIATION (DEPRECIATION)
OF LOAN VALUE (32,501) 50,085
--------------------- -----------------------
NET INCOME (LOSS) $ (114,395) $ 8,824
===================== =======================
IBF VI - Secured Lending Corporation and Subsidiary
Statements of Cash Flows
For the Three Months Ended March 31, 2002 and 2001
(Unaudited)
2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (114,395) $ 8,824
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Amortization 68,919 28,347
Interest on subordinated bonds 55,738 -
Unrealized (appreciation) depreciation of loan value 32,501 (50,085)
Changes in operating assets and liabilities:
Prepaid expenses 409 (28)
Accounts payable 60,715 88,223
Accrued expenses 13,105 -
---------------------- ------------------
CASH FLOW PROVIDED BY OPERATING ACTIVITIES 116,992 75,281
---------------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Collection on mortgage loans 638,784 -
Purchase of loan receivable (168,876) -
---------------------- ------------------
CASH FLOW USED IN INVESTING ACTIVITIES 469,908 -
---------------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Debt issuance costs incurred (174,051) (206,681)
Loans to Parents - (795,000)
Payments to affiliate (166,710) -
Repayments of subordinated bonds (22,000) -
Proceeds from issuance of subordinated bonds 692,000 598,425
Repayments of securitization bonds (889,949) -
---------------------- ------------------
CASH FLOW USED IN FINANCING ACTIVITIES (560,710) (403,256)
---------------------- ------------------
NET INCREASE (DECREASE) IN CASH 26,190 (327,975)
CASH, Beginning 2,587,694 532,858
---------------------- ------------------
CASH, Ending $ 2,613,884 $ 204,883
====================== ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the periods for:
Interest $ 829,101 $ 11,596
====================== ==================
Taxes $ - $ -
====================== ==================
1. Basis of Presentation:
The accompanying unaudited financial statements of IBF VI - Secured Lending
Corporation and Subsidiary (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to prepare them for inclusion as part of the Form 10QSB.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The financial statements for the periods ended March 31, 2002 and 2001 are
unaudited and include all adjustments, which in the opinion of management, are
necessary in order to make the financial statements not misleading. All such
adjustments are of a normal recurring nature. The results of the Company's
operations for any interim period are not necessarily indicative of the results
of the Company's operations for a full fiscal year. For further information,
refer to the financial statements and footnotes thereto included in the
Company's annual report (Form 10KSB) filed with the Securities and Exchange
Commission for the year ended December 31, 2001.
2. The Company:
On June 8, 1998, IBF VI - Secured Lending Corporation (the "Company" or "IBF
VI") was formed to engage in the business of making and purchasing loans secured
by real estate related obligations and holding and disposing of such assets. The
Company is wholly owned by InterBank Funding Corporation (the "Parent"). Both
the Company and its Parent are located in Washington, D.C.
3. Unrealized Appreciation of Loan Value:
The unrealized appreciation of loan value has been estimated as equaling the
interest accrued during the period.
SEC Investigation:
On December 3, 2001, the Securities and Exchange Commission commenced a formal
investigation of the Company, its parent and certain of our affiliates. The
Company and its affiliates believe that we have not violated the federal
securities laws and are cooperating fully with the investigation. The Company
understands that the Staff of the SEC is recommending that the Commission
authorize an enforcement action against the Company that would allege that it is
an Investment Company under the Investment Company Act of 1940 and other issues
relating to disclosure. The Company believes that an action by the SEC would be
without merit. While the Commission may or may not follow any recommendation of
the Staff, if an action were to be instituted against IBF VI or its affiliates,
the Company's business could be materially adversely affected.
5. Loans Receivable - Best Western:
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. During the quarter ended March 31, 2002, the Company
incurred legal fee of $63,201 and advanced $25,000 to fund the operations. Both
amounts are included as loan receivable in the accompanying balance sheet.
6. Chapter 11 Filing:
As a result of the SEC investigation (see Note 4), the Company suspended its
bond offering as of January 31, 2002. Since the Company has been unable to
settle with the SEC on its investigation and the bond offerings are unable to
resume, the Company will have difficulties in meeting its obligations and to
fund its operations. Accordingly, on June 7, 2002, the Company filed a voluntary
petition with the United States Bankruptcy Court under the provisions of Chapter
11 of the Bankruptcy Code. The petition was filed in the United State Bankruptcy
Court for the Southern District of New York (Case No. 02-41591). No trustee,
receiver fiscal agent or similar officer has been appointed with respect to the
Company, its Parent or any affiliates, which continue to operate their
businesses as debtors in possession. The accompanying financial statements do
not include any adjustments that might result from the outcome of this event.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Total investment income for the three-month period ended March 31, 2002 was
$1,021,960 compared to $0 for the comparable period ended March 31, 2001. The
2002 income consisted of $980,064 of interest income and $41,896 in fee income.
The interest income was comprised of $89,807 from our loans receivable portfolio
and $890,257 was interest earned on our share of the pool of residential
mortgage loans we acquired jointly with affiliates.
Our principal operating expense for the period ended March 31, 2002 was interest
expense of $884,839 compared to $11,596 for the 2001 period. The increase in
2002 was primarily a result of the interest expense paid on our share of
mortgage backed bonds used to finance the acquisition of the pool of residential
mortgage loans, which was $691,069 in 2002 compared to $0 in 2001, and the
interest in the amount of $193,770 we paid on our outstanding subordinated bonds
in 2002, compared to $11,596 paid in 2001.
We incurred servicer fees of $97,774 for the period ended March 31, 2002
compared to $0 for the period ended March 31, 2001. This was comprised of the
company's share (7.58%) of the total servicer expense pool and other
securitization expenses related to the residential mortgage loan pool.
We incurred amortization expense in the amount of $68,919 for the period ended
March 31, 2002 compared to $28,347 for the period ended March 31, 2001. This
non-cash expense consists of amortization of debt issuance costs relating to our
public subordinated bond offering.
General and Administrative expenses for the period ended March 31, 2002 were
$19,757 compared to $1,318 for the period ended March 31, 2001. Accounting fees
paid to our outside independent accountants for audit services and assistance in
preparing our reports filed with the Securities and Exchange Commission
contributed to the increase in this expense.
Unrealized appreciation of loan value for the period ended March 31, 2002 was an
expense of $32,501. This consisted of a reserve for loan losses in the
residential mortgage pool at a level deemed appropriate by management. In 2001
the company had unrealized appreciation of loan value amounting to $50,085 as
the value of our loan portfolio increased. There was no reserve for loan loss on
the residential mortgage pool in 2001.
Overall operations during the period ended March 31, 2002 resulted in a net loss
of $114,395 compared to a net profit of $8,824 for the period ended March 31,
2001.
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 ton our outstanding bonds.
During the three-month period ended March 31, 2002 we received net proceeds of
approximately $692,000 from the sale of bonds to investors compared to $598,425
in the three-month period ended March 31, 2001. Out total outstanding
subordinated bonds were $7,206,676 and $1,098,425 at March 31, 2002 and 2001,
respectively, net of redemptions.
During the period ended March 31, 2002 we used cash to fund a loan in the amount
of $50,000. We, together with affiliates, also purchased Net Interest Margin
bonds (NIM) for an aggregate purchase price of $1,928,409 during the three-month
period ended March 31, 2002. Our share of the purchase price was $146,173.
During the period ended March 31, 2002, our operations generated earnings before
interest, taxes, depreciation, and amortization, or "EBITDA," in the amount of
$871,864 compared to ($1,318) in the comparable 2001 period. Adding Interest and
Amortization costs to EBITDA, the company sustained a net investment loss of
$81,894 in the period ended March 31, 2002 and a net investment loss of $41,261
in the period ended March 31, 2001.
As of March 31, 2002, we had approximately $2,613,900 cash on hand. Based on the
amount of bonds and other interest-bearing obligations outstanding as of that
date, we estimate that our debt service obligations for the remainder of 2002
will be approximately $550,000. While cash flow from operations alone may not be
sufficient to fund our obligations, we believe that cash flow from operations
and existing liquidity will be sufficient to fund these obligations.
The company, its parent and other affiliated companies are currently subject to
an investigation by the Securities and Exchange Commission. To date, the SEC
investigation has cost the companies more than $2.5 million in legal fees and
other defense-related costs, which were initially funded by the parent. During
the three-month period ending June 30, 2002, the company reimbursed the parent a
total of $575,000, which represents its share of the defense-related expenses.
This amount will be reflected as an expense on the company's statement of
operations for the period ending June 30, 2002, and the company's share of
future defense-related expenses will be reflected in future statements of
operations, thus affecting the company's reported income or loss for those
periods. As a result of the investigation, we suspended our bond offering as of
January 31, 2002 and placed in escrow approximately $1,250,000 of gross proceeds
from sales of bonds that occurred between December 17, 2001 and January 31,
2002. Based on our average cost of money during this period, IBF VI Secured
Lending Corporation has experienced negative arbitrage of over $87,000 during
this period. This negative arbitrage results from the fact that the company has
continued to pay investor interest and various other costs associated with the
raising of these currently escrowed funds while it has been unable to take
advantage of the opportunity to invest these funds as they continue to remain in
escrow.
PART II. OTHER INFORMATION
Item 4. Legal Proceedings
For information concerning an SEC investigation of the company and the company's
filing of a voluntary petition with the United States Bankruptcy Court under the
provisions of Chapter 11 of the Bankruptcy Code, see the company's annual report
on Form 10-KSB, as amended, for the year ended December 31, 2001, and the Notes
to the Financial Statements included in this report.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
None.
b. Reports on Form 8-K.
None
Signature
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
/s/SIMON A. HERSHON
Simon A. Hershon
Chief Executive Officer (Principal Executive Officer)
/s/STEVEN SALZMAN
Steven Salzman
Chief Financial Officer (Principal Accounting Officer)
June 28, 2002