UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2014
or
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period From ________ to ________
Commission File Number 333-181360
SHEPHERD’S FINANCE, LLC
(Exact name of registrant as specified on its charter)
| Delaware | 36-4608739 |
| (State or other jurisdiction of | (I.R.S. Employer |
| Incorporation or organization) | Identification No.) |
12627 San Jose Blvd., Suite 203, Jacksonville, FL 32223
(Address of principal executive offices)
302-752-2688
(Registrant’s telephone number including area code)
____________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment of this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, or non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
DOCUMENTS INCORPORATED BY REFERENCE:
None.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 4, 2015 (the “Form 10-K”), is solely to correct the chart in Item 6, Selected Financial Data, included herein.
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way any other disclosures made in the Form 10-K
Item 6, Selected Financial Data, should be as follows:
ITEM 6. SELECTED FINANCIAL DATA
(All dollar [$] amounts shown in thousands.)
The following selected consolidated financial data should be read together with our consolidated financial statements and accompanying notes and “Management Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this document. The selected consolidated financial data in this section is not intended to replace our consolidated financial statements and the accompanying notes. Our historical results and information are not necessarily indicative of our future results.
The summary consolidated financial data as of and for the fiscal years ended December 31, 2014, and 2013 is derived from our audited consolidated financial statements included elsewhere in this document. The summary consolidated financial data as of and for the fiscal years ended December 31, 2012, 2011 and 2010 is derived from our audited consolidated financial statements not included in this document.
As of, and for, the years ended December 31,
| 2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
| (Audited) | (Audited) | (Audited) | (Audited) | (Audited) | ||||||||||||||||
| Operations Data | ||||||||||||||||||||
| Interest income | $ | 1,138 | $ | 596 | $ | 581 | $ | 5 | $ | – | ||||||||||
| Interest expense | 433 | 157 | 115 | – | – | |||||||||||||||
| Provision for Loan losses | 22 | – | – | – | – | |||||||||||||||
| Net interest income after Loan loss provision | 683 | 439 | 466 | 5 | – | |||||||||||||||
| Selling, general and administrative expenses | 390 | 415 | 344 | 5 | – | |||||||||||||||
| Income from continuing operations | 293 | 24 | 122 | – | – | |||||||||||||||
| Income from discontinued operations | – | – | – | 309 | 578 | |||||||||||||||
| Net income | $ | 293 | $ | 24 | $ | 122 | $ | 309 | $ | 578 | ||||||||||
| Balance Sheet Data | ||||||||||||||||||||
| Cash and cash equivalents | $ | 558 | $ | 722 | $ | 646 | $ | 50 | $ | – | ||||||||||
| Accrued interest on loans | 78 | 27 | 26 | 2 | – | |||||||||||||||
| Deferred financing costs, net | 630 | 649 | 596 | – | – | |||||||||||||||
| Other assets | 13 | 14 | 10 | 26 | – | |||||||||||||||
| Loans receivable, net | 8,097 | 4,045 | 3,604 | 4,580 | – | |||||||||||||||
| Assets of discontinued operations | – | – | – | – | 10,339 | |||||||||||||||
| Total assets | 9,376 | 5,457 | 4,882 | 4,658 | 10,339 | |||||||||||||||
| Customer interest escrow | 318 | 255 | 329 | 450 | – | |||||||||||||||
| Accounts payable and accrued expenses | 199 | 59 | 41 | – | – | |||||||||||||||
| Notes payable unsecured | 5,802 | 3,239 | 1,502 | 1,500 | – | |||||||||||||||
| Notes payable related parties | – | – | 1,108 | 878 | – | |||||||||||||||
| Liabilities of discontinued operations | – | – | – | – | 7,863 | |||||||||||||||
| Total liabilities | 6,319 | 3,553 | 2,980 | 2,828 | 7,863 | |||||||||||||||
| Members’ capital | 3,057 | 1,904 | 1,902 | 1,830 | 2,476 | |||||||||||||||
| Members’ contributions | 1,000 | – | – | – | – | |||||||||||||||
| Members’ distributions (1) | $ | (140 | ) | $ | (22 | ) | $ | (50 | ) | $ | (955 | ) | $ | (177 | ) | |||||
____________
(1) Fiscal 2011 includes in this amount ($250) for the redemption of the ownership interests of two of our former members; ($383) was a return of capital to certain of the remaining members; and ($322) was earnings distributed to the members.
| 2 |
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.
|
SHEPHERD’S FINANCE, LLC (Registrant) | ||
| Dated: March 11, 2015 | By: | /s/ Daniel M. Wallach |
| Daniel M. Wallach | ||
|
Chief Executive Officer and Manager | ||
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:
|
Signature |
Title |
Date |
|
/s/ Daniel M. Wallach Daniel M. Wallach |
Chief Executive Officer and Manager (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) |
March 11, 2015 |
|
/s/ Bill Myrick Bill Myrick |
Manager | March 11, 2015 |
|
/s/ Kenneth Summers Kenneth Summers |
Manager | March 11, 2015 |
| 3 |