Vestin Realty Mortgage II, Inc - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - Vestin Realty Mortgage II, Inc	Financial_Report.xls
EX-32 - Vestin Realty Mortgage II, Inc	exhibit32.htm
EX-31.2 - Vestin Realty Mortgage II, Inc	exhibit312.htm
EX-31.1 - Vestin Realty Mortgage II, Inc	exhibit311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

[ ] 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: 000-51892

VESTIN REALTY MORTGAGE II, INC.

(Exact name of registrant as specified in its charter)

MARYLAND		61-1502451
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

8880 W. SUNSET ROAD, SUITE 200, LAS VEGAS, NEVADA 89148

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number: 702.227.0965

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 [ ]

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 (Section 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 [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	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 [ ] No [X]

As of May 12, 2015, there were 2,572,705 shares of the Company’s Common Stock outstanding.

TABLE OF CONTENTS

		Page

Part I	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (unaudited)	1

	Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014	1

	Consolidated Statements of Operations for the Three Months Ended March 31, 2015 and 2014	2

	Consolidated Statements of Other Comprehensive Income (Loss) for the Three Months Ended March 31, 2015 and 2014	3

	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014	4

	Notes to Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 4.	Controls and Procedures	34

Part II	OTHER INFORMATION

Item 1.	Legal Proceedings	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 6.	Exhibits	35

	SIGNATURES	36

	Exhibit 31.1

	Exhibit 31.2

	Exhibit 32

PART I - FINANCIAL INFORMATION

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS

VESTIN REALTY MORTGAGE II, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

ASSETS
	March 31, 2015			December 31, 2014
Assets
Cash and cash equivalents	$	6,597,000		$	7,541,000
Prepaid expenses – related party		182,000			--
Investment in marketable securities - related party		469,000			461,000
Interest and other receivables		2,000			3,000
Notes receivable, net of allowance of $6,530,000 at March 31, 2015 and $6,543,000 at December 31, 2014		--			--
Investment in Delaware Statutory Trust		4,000,000			--
Real estate loans, net of allowance for loan losses of $2,450,000 at March 31, 2015 and December 31, 2014		2,550,000			5,187,000
Due from related parties		417,000			--
Assets held for sale		55,385,000			55,427,000
Other assets		190,000			296,000
Total assets	$	69,792,000		$	68,915,000

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Accounts payable and accrued liabilities	$	735,000		$	618,000
Notes payable		--			23,000
Due to related parties		2,125,000			1,136,000
Liabilities related to assets held for sale		31,022,000			31,056,000
Total liabilities		33,882,000			32,833,000
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued		--			--
Treasury stock, at cost, 0 shares at March 31, 2015 and December 31, 2014		--			--
Common stock, $0.0001 par value; 100,000,000 shares authorized; 2,572,705 shares issued and outstanding at March 31, 2015 and 2,578,420 shares issued and outstanding at December 31, 2014.		--			--
Additional paid-in capital		267,057,000			267,081,000
Accumulated deficit		(238,336,000	)		(238,165,000	)
Accumulated other comprehensive income		8,000			--
Total stockholders’ equity before non-controlling interest		28,729,000			28,916,000
Non-controlling interest		7,181,000			7,166,000
Total stockholders’ equity		35,910,000			36,082,000

Total liabilities and stockholders’ equity	$	69,792,000		$	68,915,000

The accompanying notes are an integral part of these consolidated financial statements.

-1-

VESTIN REALTY MORTGAGE II, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
	For the Three Months Ended March 31,
	2015			2014
Revenues
Interest income from investment in real estate loans	$	57,000		$	167,000
Gain related to pay off of real estate loan, including recovery of allowance for loan loss – related party		1,623,000			--
Gain related to pay off of notes receivable, including recovery of allowance for notes receivable		13,000			--
Acquisition fee income		752,000			--
Advisor fee		81,000			134,000
Rental revenue		--			--
Total revenues		2,526,000			301,000
Operating expenses
Management fees - related party		275,000			274,000
Wages and benefits		783,000			253,000
Acquisition expense		--			19,000
Forgiveness of debt		--			312,000
Professional fees		266,000			295,000
Consulting fees		59,000			145,000
Insurance		65,000			69,000
Commissions		331,000			--
Travel		275,000			125,000
Rent		66,000			81,000
Other		654,000			322,000
Total operating expenses		2,774,000			1,895,000
Loss from operations		(248,000	)		(1,594,000	)
Non-operating income
Gain related to recovery of allowance on note receivable – related party		--			849,000
Recovery from settlement with loan guarantor		--			78,000
Gain on sale of marketable securities		1,000			49,000
Total other non-operating income, net		1,000			976,000
Provision for income taxes		--			--
Loss from continuing operations		(247,000	)		(618,000	)
Discontinued operations, net of income taxes
Net loss on sale of real estate held for sale		--			(121,000	)
Expenses related to real estate held for sale		(105,000	)		(302,000	)
Income from investment in equity method investee		--			15,000
Income from assets held for sale, net of income taxes		276,000			99,000
Total income (loss) from discontinued operations		171,000			(309,000	)

Net loss		(76,000	)		(927,000	)
Allocation of income to non-controlling interest – related party		96,000			52,000
Net loss attributable to common stockholders	$	(172,000	)	$	(979,000	)
Basic and diluted income (loss) per weighted average common share
Continuing operations	$	(0.10	)	$	(0.23	)
Discontinued operations		0.07			(0.14	)
Total basic and diluted loss per weighted average common share	$	(0.03	)	$	(0.37	)
Dividends declared per common share	$	--		$	--
Weighted average common shares outstanding		2,573,594			2,709,173

The accompanying notes are an integral part of these consolidated financial statements.

-2-

VESTIN REALTY MORTGAGE II, INC.

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS)

(unaudited)

	For the Three Months Ended March 31,
	2015			2014

Net loss	$	(76,000	)	$	(927,000	)

Unrealized holding gain (loss) on available-for-sale securities – related party		8,000			(91,000	)

Comprehensive loss		(68,000	)		(1,018,000	)
Less: net income attributable to noncontrolling interest		96,000			52,000

Comprehensive income (loss) attributable to Vestin Realty Mortgage II, Inc.	$	28,000		$	(966,000	)

The accompanying notes are an integral part of these consolidated financial statements.

-3-

VESTIN REALTY MORTGAGE II, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
	For the Three Months Ended March 31,
	2015			2014
Cash flows from operating activities:
Net loss	$	(76,000	)	$	(927,000	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Recovery of allowance for doubtful notes receivable		(13,000	)		--
Gain related to recovery from settlement with loan guarantor		--			(78,000	)
Gain related to payoff of loan from related party		(1,623,000	)		--
Gain on sale of marketable securities		(1,000	)		(49,000	)
Income (loss) on investment in equity method investee		--			(15,000	)
Forgiveness of debt-related party		--			312,000
Loss on sale of real estate owned held for sale		--			121,000
Gain related to recovery of allowance for notes receivable – related party		--			(849,000	)
Change in operating assets and liabilities:
Interest and other receivables		1,000			--
Assets held for sale, net of liabilities		267,000			37,000
Due to/from related parties, net		572,000			140,000
Prepaid – related party		(182,000	)		--
Other assets		106,000			(1,000	)
Accounts payable and accrued liabilities		120,000			142,000
Net cash provided by (used in) operating activities	$	(829,000	)	$	(1,167,000	)
Cash flows from investing activities:
Investments in real estate loans	$	(47,000	)	$	(6,591,000	)
Purchase of investments in real estate loans from third parties		(200,000	)		(75,000	)
Proceeds from loan payoffs		2,608,000			1,762,000
Sale of investments in real estate loans to third parties		276,000			2,090,000
Investment in Delaware Statutory Trust		(4,000,000	)		--
Proceeds received from pay off of loan from related party		1,623,000			--
Proceeds from notes receivable		13,000			--
Proceeds related to real estate held for sale		--			1,411,000
Payment of noncontrolling interest portion of proceeds related to real estate held for sale		--			(764,000	)
Investment in and note receivable from MVP Realty Advisors, LLC		--			(312,000	)
Investment in equity method investee		--			(3,000,000	)
Proceeds from settlement with loan guarantor		--			78,000
Asset purchase – assets held for sale		(115,000	)		--
Proceeds from notes receivable – related party		--			849,000
Proceeds from sale of marketable securities		--			5,723,000
Net cash provided by (used in) investing activities	$	158,000		$	1,171,000
Cash flows from financing activities:
Principal payments on notes payable	$	(23,000	)	$	(23,000	)
Purchase of treasury stock		(24,000	)		--
Proceeds from distribution from real estate held for sale		(82,000	)		--
Proceeds from note payable on assets held for sale		--			4,143,000
Payments on note payable on assets held for sale		(144,000	)		--
Payment of noncontrolling interest portion of proceeds from note payable		--			(1,763,000	)
Other		--			(2,000	)
Net cash provided by (used in) financing activities	$	(273,000	)	$	2,355,000
NET CHANGE IN CASH		(944,000	)		2,359,000
Cash, beginning of period		7,541,000			7,663,000
Cash, end of period	$	6,597,000		$	10,022,000
Supplemental disclosures of cash flows information:
Interest paid	$	--		$	--
Non-cash investing and financing activities:
Adjustment to accrued interest and related allowance	$	--		$	175,000
Unrealized gain (loss) on marketable securities - related party	$	8,000		$	(91,000	)

The accompanying notes are an integral part of these consolidated financial statements.

-4-

VESTIN REALTY MORTGAGE II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

(UNAUDITED)

NOTE A — ORGANIZATION

Vestin Realty Mortgage II, Inc. (“VRM II”, the “Company”, “we”, “us” or “our”), formerly Vestin Fund II, LLC (“Fund II”) invests in loans secured by real estate through deeds of trust or mortgages (hereafter referred to collectively as “deeds of trust” and as defined in our management agreement (“Management Agreement”) as mortgage assets (“Mortgage Assets”). In addition, we invest in, acquire, manage or sell real property and acquire entities involved in the ownership or management of real property. We commenced operations in June 2001. References in this report to the “Company,” “we,” “us,” or “our” refer to Fund II with respect to the period prior to April 1, 2006 and to VRM II with respect to the period commencing on April 1, 2006.

We operated as a real estate investment trust (“REIT”) through December 31, 2011. We are not a mutual fund or an investment company within the meaning of the Investment Company Act of 1940, nor are we subject to any regulation thereunder. As a REIT, we were required to have a December 31 fiscal year end. We announced on March 28, 2012 that we have terminated our election to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), effective for the tax year ending December 31, 2012. Under the Code, we will not be able to make a new election to be taxed as a REIT during the four years following December 31, 2012. Pursuant to our charter, upon the determination by the Board of Directors that we should no longer qualify as a REIT, the restrictions on transfer and ownership of shares set forth in Article VII of our charter ceased to be in effect and, accordingly, shares of the Company’s stock are no longer subject to such restrictions. In connection with the termination of our REIT status, we also amended our stockholders’ rights plan to provide that a stockholder, other than Michael Shustek, may own up to 20% of outstanding shares of common stock, and that Michael Shustek may own up to 35% of outstanding shares of common stock.

Michael Shustek owns a significant majority of Vestin Mortgage, LLC, a Nevada limited liability company, which is our manager (the “manager” or “Vestin Mortgage”). The business of brokerage and placement of real estate loans have been performed by affiliated or non-affiliated mortgage brokers, including Advant Mortgage, LLC (“MVP Mortgage”), a licensed Nevada mortgage broker, which is indirectly wholly owned by Mr. Shustek.

Pursuant to a management agreement, our manager is responsible for managing our operations and implementing our business strategies on a day-to-day basis. Consequently, our operating results are dependent to a significant extent upon our manager’s ability and performance in managing our operations and servicing our loans.

Vestin Mortgage is also the manager of Vestin Realty Mortgage I, Inc. (“VRM I”), as the successor by merger to Vestin Fund I, LLC (“Fund I”) and Vestin Fund III, LLC (“Fund III”). VRM I has investment objectives similar to ours, and Fund III is in the process of an orderly liquidation of its assets.

The consolidated financial statements include the accounts of VRM II; Building A, LLC, Building C, LLC, Wolfpack Properties, LLC; Devonshire, LLC; SE Properties, LLC; ExecuSuites, LLC; and MVP Realty Advisors, LLC (“MVP Advisors”) as well as the results of operations for the Company’s assets that have been sold during 2014. All significant intercompany transactions and balances have been eliminated in consolidation.

During April 2009, we entered into an accounting services agreement with Strategix Solutions, LLC (“Strategix Solutions”), a Nevada limited liability company, for the provision of accounting and financial reporting services. Strategix Solutions also provides accounting and financial reporting services to VRM I and Fund III. Our CFO and other members of our accounting staff are employees of Strategix Solutions. Strategix Solutions is owned by our CFO, Tracee Gress. As used herein, “management” means our manager, its executive officers and the individuals at Strategix Solutions who perform accounting and financial reporting services on our behalf.

-5-

In December 2013, we entered into a membership interest transfer agreement with MVP Capital Partners, LLC (“MVP Capital”) pursuant to which we increased our ownership interest from 40% to 60% in MVP Advisors, the manager of MVP REIT, Inc. At the same time, VRM I acquired from MVP Capital the remaining 40% interest in MVP Advisors. Pursuant to the transfer agreement, we and VRM I did not pay any up-front consideration for the acquired interest but will be responsible for our proportionate share of future expenses of MVP Advisors. In recognition of MVP Capital’s substantial investment in MVP Advisors for which MVP Capital received no up-front consideration, the transfer agreement further provides that once we and VRM I have been repaid in full for any capital contributions to MVP Advisors or for any expenses advanced on MVP Advisors’ behalf (“Capital Investment”), and once we and VRM I have received an annualized return on our Capital Investment of 7.5%, then MVP Capital will receive one-third of the net profits of MVP Advisors. MVP REIT is a SEC-registered, non-traded REIT that seeks to invest predominantly in parking facilities located throughout the United States and loans secured by real estate as its core assets.

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included. The information included in this Form 10-Q should be read in conjunction with information included in the 2014 annual report filed on Form 10-K.

Management Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Investments in Real Estate Loans

We may, from time to time, acquire or sell investments in real estate loans from or to our manager or other related parties pursuant to the terms of our Management Agreement without a premium. The primary purpose is to either free up capital to provide liquidity for various reasons, such as loan diversification, or place excess capital in investments to maximize the use of our capital. Selling or buying loans allows us to diversify our loan portfolio within these parameters. Due to the short-term nature of the loans we make and the similarity of interest rates in loans we normally would invest in, the fair value of a loan typically approximates its carrying value. Accordingly, discounts or premiums typically do not apply upon sales of loans and therefore, generally no gain or loss is recorded on these transactions, regardless of whether to a related or unrelated party.

Investments in real estate loans are secured by deeds of trust or mortgages. Generally, our real estate loans require interest only payments with a balloon payment of the principal at maturity. We have both the intent and ability to hold real estate loans until maturity and therefore, real estate loans are classified and accounted for as held for investment and are carried at amortized cost. Loans sold to or purchased from affiliates are accounted for at the principal balance and no gain or loss is recognized by us or any affiliate. Loan-to-value ratios are initially based on appraisals obtained at the time of loan origination and are updated, when new appraisals are received or when management’s assessment of the value has changed, to reflect subsequent changes in value estimates. Such appraisals are generally dated within 12 months of the date of loan origination and may be commissioned by the borrower.

-6-

The Company considers a loan to be impaired when, based upon current information and events, it believes it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Company’s impaired loans include troubled debt restructuring, and performing and non-performing loans in which full payment of principal or interest is not expected. The Company calculates an allowance required for impaired loans based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of its collateral.

Loans that have been modified from their original terms are evaluated to determine if the loan meets the definition of a Troubled Debt Restructuring (“TDR”) as defined by ASC 310-40. When the Company modifies the terms of an existing loan that is considered a TDR, it is considered performing as long as it is in compliance with the modified terms of the loan agreement. If the modification calls for deferred interest, it is recorded as interest income as cash is collected.

Allowance for Loan Losses

We maintain an allowance for loan losses on our investments in real estate loans for estimated credit impairment. Our manager’s estimate of losses is based on a number of factors including the types and dollar amounts of loans in the portfolio, adverse situations that may affect the borrower’s ability to repay, prevailing economic conditions and the underlying collateral securing the loan. Additions to the allowance are provided through a charge to earnings and are based on an assessment of certain factors, which may indicate estimated losses on the loans. Actual losses on loans are recorded first as a reduction to the allowance for loan losses. Generally, subsequent recoveries of amounts previously charged off are recognized as income.

Estimating allowances for loan losses requires significant judgment about the underlying collateral, including liquidation value, condition of the collateral, competency and cooperation of the related borrower and specific legal issues that affect loan collections or taking possession of the property. As a commercial real estate lender willing to invest in loans to borrowers who may not meet the credit standards of other financial institutional lenders, the default rate on our loans could be higher than those generally experienced in the real estate lending industry. We and our manager generally approve loans more quickly than other real estate lenders and, due to our expedited underwriting process; there is a risk that the credit inquiry we perform will not reveal all material facts pertaining to a borrower and the security.

Additional facts and circumstances may be discovered as we continue our efforts in the collection and foreclosure processes. This additional information often causes management to reassess its estimates. In recent years, we have revised estimates of our allowance for loan losses. Circumstances that have and may continue to cause significant changes in our estimated allowance include, but are not limited to:

Declines in real estate market conditions, which can cause a decrease in expected market value;

Discovery of undisclosed liens for community improvement bonds, easements and delinquent property taxes;

Lack of progress on real estate developments after we advance funds. We customarily utilize disbursement agents to monitor the progress of real estate developments and approve loan advances. After further inspection of the related property, progress on construction occasionally does not substantiate an increase in value to support the related loan advances;

Unanticipated legal or business issues that may arise subsequent to loan origination or upon the sale of foreclosed property; and

Appraisals, which are only opinions of value at the time of the appraisal, may not accurately reflect the value of the property.

-7-

Discontinued Operations

We have reclassified for all periods presented in the accompanying consolidated statements of operations, the amounts related to discontinued operations and real estate held for sale, in accordance with the applicable accounting criteria. In addition, the assets and liabilities related to the discontinued operations are reported separately in the accompanying consolidated balance sheets as real estate held for sale, assets held for sale, and liabilities related to assets held for sale.

Real Estate Owned Held for Sale

Real estate owned held for sale (“REO”) includes real estate acquired through foreclosure and will be carried at the lower of the recorded amount, inclusive of any senior indebtedness, or the property's estimated fair value, less estimated costs to sell, with fair value based on appraisals and knowledge of local market conditions. While pursuing foreclosure actions, we seek to identify potential purchasers of such property. We generally seek to sell properties acquired through foreclosure as quickly as circumstances permit, taking into account current economic conditions. The carrying values of REO are assessed on a regular basis from updated appraisals, comparable sales values or purchase offers.

Management classifies real estate as REO when the following criteria are met:

Management commits to a plan to sell the properties;

The property is available for immediate sale in its present condition subject only to terms that are usual and customary;

An active program to locate a buyer and other actions required to complete a sale have been initiated;

The sale of the property is probable;

The property is being actively marketed for sale at a reasonable price; and

Withdrawal or significant modification of the sale is not likely.

Classification of Operating Results from Real Estate Held for Sale

Generally, operating results and cash flows from long-lived assets held for sale are to be classified as discontinued operations as a separately stated component of net income. Our operations related to REO are separately identified in the accompanying consolidated statements of operations.

Acquisitions

The Company records the acquired tangible and intangible assets and assumed liabilities of acquisitions of all operating properties and those development and redevelopment opportunities that meet the accounting criteria to be accounted for as business combinations at fair value at the acquisition date. The Company assesses and considers fair value based on estimated cash flow projections that utilize available market information and discount and/or capitalization rates that the Company deems appropriate. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The acquired assets and assumed liabilities for an operating property acquisition generally include but are not limited to: land, buildings and improvements, construction in progress and identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market operating leases and ground leases, acquired in-place lease values and tenant relationships, if any.

The fair value of land is derived from comparable sales of land within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements, and leasing costs are based upon current market replacement costs and other relevant market rate information.

-8-

The fair value of the above-market or below-market component of an acquired in-place operating lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining non-cancellable lease term and (ii) management's estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition measured over the remaining non-cancellable term of the lease for above-market operating leases and the initial non-cancellable term plus the term of any below-market fixed rate renewal options, if applicable, for below-market operating leases. The amounts recorded for above-market operating leases are included in deferred leasing costs and acquisition-related intangibles, net on the balance sheet and are amortized on a straight-line basis as a reduction of rental income over the remaining term of the applicable leases. The amounts recorded for below-market operating leases are included in deferred revenue and acquisition-related liabilities, net on the balance sheet and are amortized on a straight-line basis as an increase to rental income over the remaining term of the applicable leases plus the term of any below-market fixed rate renewal options, if applicable. Our below-market operating leases generally do not include fixed rate or below-market renewal options.

The fair value of acquired in-place leases is derived based on management's assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. This fair value is based on a variety of considerations including, but not necessarily limited to: (1) the value associated with avoiding the cost of originating the acquired in-place leases; (2) the value associated with lost revenue related to tenant reimbursable operating costs estimated to be incurred during the assumed lease-up period; and (3) the value associated with lost rental revenue from existing leases during the assumed lease-up period. Factors considered by us in performing these analyses include an estimate of the carrying costs during the expected lease-up periods, current market conditions, and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses, and estimates of lost rental revenue during the expected lease-up periods based on current market demand at market rates. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related expenses. The amount recorded for acquired in-place leases is included in deferred leasing costs and acquisition-related intangibles, net on the balance sheet and amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases. If a lease were to be terminated or if termination were determined to be likely prior to its contractual expiration (for example resulting from bankruptcy), amortization of the related unamortized in-place lease intangible would be accelerated.

The determination of the fair value of any debt assumed in connection with a property acquisition is estimated by discounting the future cash flows using interest rates available for the issuance of debt with similar terms and remaining maturities.

The determination of the fair value of the acquired tangible and intangible assets and assumed liabilities of operating property acquisitions requires us to make significant judgments and assumptions about the numerous inputs discussed above. The use of different assumptions in these fair value calculations could significantly affect the reported amounts of the allocation of our acquisition related assets and liabilities and the related amortization and depreciation expense recorded for such assets and liabilities. In addition, because the value of above and below market leases are amortized as either a reduction or increase to rental income, respectively, our judgments for these intangibles could have a significant impact on our reported rental revenues and results of operations.

Costs directly associated with all operating property acquisitions and those development and redevelopment acquisitions that meet the accounting criteria to be accounted for as business combinations are expensed as incurred. Our acquisition expenses are directly related to our acquisition activity and if our acquisition activity was to increase or decrease, so would our acquisition costs. Costs directly associated with development acquisitions accounted for as asset acquisitions are capitalized as part of the cost of the acquisition. During the three months ended March 31, 2015, the Company did not capitalize any such acquisition costs.

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Impairment of Long Lived Assets

When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income.

Cash and Cash Equivalents

Cash and cash equivalents include interest-bearing and non-interest bearing bank deposits, money market accounts, short-term certificates of deposit with original maturities of three months or less, and short-term instruments with a liquidation provision of one month or less.

Revenue Recognition

The Company recognizes interest income from loans on an accrual basis over the expected terms of the loans using the effective interest method. The Company may recognize fees, discounts, premiums, anticipated exit fees and direct cost over the terms of the loans as an adjustment to the yield. The Company may recognize fees on commitments that expire unused at expiration. The Company may recognize interest income from available-for-sale securities on an accrual basis over the life of the investment on a yield-to-maturity basis.

The Company’s revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Since some of the Company’s leases will provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease.

The Company will continually review receivables related to rent and unbilled rent receivables and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the Company’s allowance for uncollectible accounts or record a direct write-off of the receivable in the Company’s consolidated statements of operations.

MVP Advisors is entitled to receive a monthly asset management fee at an annual rate equal to 0.85% of the fair market value of (i) all assets then held by MVP REIT (excluding any mortgage assets) or (ii) MVP REIT’s proportionate share thereof in the case of an investment made through a joint venture or other co-ownership arrangement, excluding (only for clause (ii)) debt financing obtained by MVP REIT or made available to MVP REIT. The fair market value of real property shall be based on annual “AS-IS”, “WHERE-IS” appraisals, and the fair market value of real estate-related secured loans shall be equal to the face value of the such loan, unless it is non-performing, in which case the fair market value shall be equal to the book value of such loan. The asset management fee will be reduced to 0.75% if MVP REIT is listed on a national securities exchange. Asset management fees for the three months ended March 31, 2015 and 2014 were approximately $69,000 and $132,000, respectively.

MVP Advisors receives a monthly debt financing fee at an annual rate equal to 0.25% of the aggregate debt financing obtained by MVP REIT or made available to MVP REIT, such as mortgage debt, lines of credit, and other term indebtedness, including refinancing’s. In the case of a joint venture, MVP REIT pays this fee only on MVP REIT’s pro rata share. Debt financing fees for the three months ended March 31, 2015 and 2014 were approximately $12,000, and $2,000, respectively.

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Advertising Costs

Advertising costs incurred in the normal course of operations are expensed as incurred. The Company had no advertising expense for the three months ended March 31, 2015.

Investments in Real Estate and Fixed Assets

Investments in real estate and fixed assets are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are primarily 3 to 40 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense).

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

Investment in Marketable Securities

Investment in marketable securities consists of stock in VRM I, a related party. The securities are stated at fair value as determined by the closing market prices as of March 31, 2015 and December 31, 2014. All securities are classified as available-for-sale.

We are required to evaluate our available-for-sale investment for other-than-temporary impairment charges. We will determine when an investment is considered impaired (i.e., decline in fair value below its amortized cost), and evaluate whether the impairment is other than temporary (i.e., investment value will not be recovered over its remaining life). If the impairment is considered other than temporary, we will recognize an impairment loss equal to the difference between the investment’s cost and its fair value.

Basic and Diluted Earnings Per Common Share

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted EPS is similar to basic EPS except that the weighted average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been exercised. We had no outstanding common share equivalents during the periods ended March 31, 2015 and December 31, 2014.

Common Stock Dividends

During June 2008, our Board of Directors decided to suspend the payment of dividends. Our Board of Directors will closely monitor our operating results in order to determine when dividends should be reinstated; however, we do not expect our Board of Directors to reinstate dividends in the foreseeable future.

Treasury Stock

On March 21, 2007, our Board of Directors authorized the repurchase of up to $10 million worth of our common stock. On November 17, 2014, our Board of Directors authorized the repurchase of an additional $500,000. Depending upon market conditions, shares may be repurchased from time to time at prevailing market prices through open market or privately negotiated transactions. We are not obligated to purchase any shares. Subject to applicable securities laws, including SEC rule 10b-18, repurchases may be made at such times and in such amounts, as our management deems appropriate. The share repurchase program may be discontinued or terminated at any time and we have not established a date for completion of the share repurchase program. The repurchases will be funded from our available cash.

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On June 7, 2012, our Board of Directors approved the adoption of a prearranged stock repurchase plan intended to qualify for the safe harbor under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“10b5-1 Plan”). Due to the postponement of the merger between VRM I and us, the 10b5-1 plan has been terminated. We record our treasury stock using the cost method. Under the Maryland General Corporation Law, shares of its own stock acquired by a corporation constitute authorized but unissued shares.

Segments

We currently are authorized to operate three reportable segments, investments in real estate loans, investments in real property and investment in a real estate management company. As of March 31, 2015, the Company operates in all segments.

Our objective is to invest approximately 97% of our assets in real estate loans and real estate related investments, while maintaining approximately 3% as a working capital cash reserve.

Reclassifications

Amounts listed in connection with assets held for sale, including liabilities related to assets held for sale, in the 2014 consolidated financial statements have been reclassified to conform to the March 31, 2015 presentation.

Principles of Consolidation

Our consolidated financial statements include the accounts of VRM II; Building A, LLC, Building C, LLC, Wolfpack Properties, LLC; Devonshire, LLC; SE Properties, LLC; ExecuSuites, LLC; and MVP Advisors, as well as the results of operations of the Company’s assets that have been sold during 2014. All significant intercompany transactions and balances have been eliminated in consolidation.

Business Combinations

In December 2007, the Financial Accounting Standards Board (FASB) revised the authoritative guidance for business combinations, establishing principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired (including goodwill), the liabilities assumed, and any noncontrolling interest in the acquiree. Subsequently, on April 1, 2009, the FASB amended and clarified certain aspects of its authoritative guidance on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. We apply the FASB authoritative guidance to all business combinations for which the acquisition date is on or after January 1, 2009, and to certain future income tax effects related to our prior business combinations, should they arise.

Non-controlling Interests

The FASB issued authoritative guidance for non-controlling interests in December 2007, which establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance clarifies that a non-controlling interest in a subsidiary, which is sometimes referred to as an unconsolidated investment, is an ownership interest in the consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other requirements, the guidance requires consolidated net income to be reported at amounts attributable to both the parent and the non-controlling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest.

Income Taxes

The Company accounts for its income taxes under the assets and liabilities method, which requires recognition of deferred tax assets and liabilities for future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

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The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company was to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, they would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also, included is guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

NOTE C — FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

Financial instruments consist of cash, interest and other receivables, notes receivable, accounts payable and accrued liabilities, due to/from related parties and notes payable. The carrying values of these instruments approximate their fair values due to their short-term nature. Marketable securities – related party and investment in real estate loans are further described in Note J – Fair Value.

Financial instruments with concentration of credit and market risk include cash, interest and other receivables, marketable securities - related party, notes receivable, accounts payable and accrued liabilities, due to/from related parties, notes payable, and loans secured by deeds of trust.

We maintain cash deposit accounts and certificates of deposit that, at times, may exceed federally-insured limits. To date, we have not experienced any losses. As of March 31, 2015 and December 31, 2014 we had approximately $4.5 and $5.5 million of funds in excess of the federally-insured limits, respectively.

As of March 31, 2015, 100% of our loans were loans in which we participated with other lenders, most of whom are our affiliates.

As of March 31, 2015, 94% of our loans were in Nevada compared to 69% and 27% in Nevada and California, respectively, at December 31, 2014. As a result of this geographical concentration of our real estate loans, the continuation of depressed conditions in certain of the local real estate markets in these states has had a material adverse effect on us.

At March 31, 2015, the aggregate amount of loans to our three largest borrowers represented approximately 87% of our total investment in real estate loans. These real estate loans consisted of commercial loans, secured by properties located in Nevada, with a first lien position. Their interest rates are between 7% and 15%, and the aggregate outstanding balance is approximately $4.3 million. As of March 31, 2015, our largest loan, totaling approximately $2.4 million, secured by property in Nevada, is considered a non-performing loan with an interest rate of 15%. The second loan, totaling approximately $1.2 million and secured by property in Nevada with an interest rate of 7%, is considered performing. The third loan, totaling approximately $0.7 million and secured by property located in Nevada, is a performing loan with an interest rate of 8%.

At December 31, 2014, the aggregate amount of loans to our three largest borrowers represented approximately 74% of our total investment in real estate loans. These real estate loans consisted of commercial and construction loans, secured by properties located in California and Nevada, with a first lien position. Their interest rates are between 7% and 15%, and the aggregate outstanding balance is approximately $5.7 million. As of December 31, 2014, our largest loan, totaling approximately $2.4 million and secured by property located in Nevada is considered non-performing with an interest rate of 15%. The second loan, totaling approximately $2.1 million is secured by property in California with an interest rate of 9% and is considered performing. The third loan, totaling approximately $1.2 million is secured by property in Nevada with an interest rate of 7% and is considered performing.

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The success of a borrower’s ability to repay its real estate loan obligation in a large lump-sum payment may be dependent upon the borrower’s ability to refinance the obligation or otherwise raise a substantial amount of cash. With the weakened economy, credit continues to be difficult to obtain and as such, many of our borrowers who develop and sell commercial real estate projects have been unable to complete their projects, obtain takeout financing or have been otherwise adversely impacted. In addition, an increase in interest rates over the loan rate applicable at origination of the loan may have an adverse effect on our borrower’s ability to refinance.

Common Guarantors

As of December 31, 2014, two loans totaling approximately $0.5 million, representing approximately 6.8% of our portfolio’s total value, had a common guarantor. At December 31, 2014 these loans were considered performing. As of March 31, 2015, these loans were paid in full.

As of March 31, 2015 and December 31, 2014, there were two loans, totaling approximately $1.1 million, representing approximately 21.4% and 14.3%, respectively, of our portfolio’s total value, which had a common guarantor. At March 31, 2015 and December 31, 2014 these loans were considered performing.

NOTE D — INVESTMENTS IN REAL ESTATE LOANS

As of March 31, 2015 and December 31, 2014, most of our loans provided for interest only payments with a “balloon” payment of principal payable and any accrued interest payable in full at the end of the term. As of March 31, 2015 and December 31, 2014, three loans had variable interest rates adjusted quarterly at a rate of prime plus 3.30% (6.55% as of March 31, 2015 and December 31, 2014). The balance on these loans was approximately $0.3 million as of March 31, 2015 and December 31, 2014.

In addition, we may invest in real estate loans that require borrowers to maintain interest reserves funded from the principal amount of the loan for a period of time. At March 31, 2015 and December 31, 2014, we had no investments in real estate loans that had interest reserves, respectively.

Loan Portfolio

As of March 31, 2015, we had five available real estate loan products consisting of commercial, construction, acquisition and development, land and residential. The effective interest rates on all product categories range from 7% to 15% which includes performing loans that are being fully or partially accrued and will be payable at maturity. Revenue by product will fluctuate based upon relative balances during the period.

Investments in real estate loans as of March 31, 2015, were as follows:

Loan Type	Number of Loans		Balance*		Weighted Average Interest Rate			Portfolio Percentage			Current Weighted Average Loan-To-Value, Net of Allowance for Loan Losses
Commercial		8	$	5,000,000		11.26	%		100	%		45.69	%
Construction		--		--		--			--			--
Total		8	$	5,000,000		11.26	%		100.00	%		45.69	%

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Investments in real estate loans as of December 31, 2014, were as follows:

Loan Type	Number of Loans		Balance *		Weighted Average Interest Rate			Portfolio Percentage			Current Weighted Average Loan-To-Value, Net of Allowance for Loan Losses

Commercial		11	$	5,578,000		10.88	%		73.04	%		43.43	%
Construction		1		2,059,000		9.00	%		26.96	%		67.63	%
Total		12	$	7,637,000		10.37	%		100.00	%		53.03	%

*	Please see Balance Sheet Reconciliation below.

The “Weighted Average Interest Rate” as shown above is based on the contractual terms of the loans for the entire portfolio including non-performing loans. The weighted average interest rate on performing loans only, as of March 31, 2015 and December 31, 2014, was 11.26% and 10.37%, respectively. Please see “Non-Performing Loans” and “Asset Quality and Loan Reserves” below for further information regarding performing and non-performing loans.

Loan-to-value ratios are generally based on the most recent appraisals and may not reflect subsequent changes in value and include allowances for loan losses. Recognition of allowance for loan losses will result in a maximum loan-to-value ratio of 100% per loan.

The following is a schedule of priority of real estate loans as of March 31, 2015 and December 31, 2014:

Loan Type	Number of Loans		March 31, 2015 Balance*		Portfolio Percentage			Number of Loans		December 31, 2014 Balance*		Portfolio Percentage
First deeds of trust		8	$	5,000,000		100	%		11	$	7,342,000		96.13	%
Second deeds of trust		--		--		--			1		295,000		3.87	%
Total		8	$	5,000,000		100.00	%		12	$	7,637,000		100.00	%

*	Please see Balance Sheet Reconciliation below.

The following is a schedule of contractual maturities of investments in real estate loans as of March 31, 2015:

Non-performing and past due loans	$	2,450,000
January 2015 –March 2015		--
April 2015 – June 2015		2,237,000
Thereafter		313,000
Total	$	5,000,000

The following is a schedule by geographic location of investments in real estate loans as of March 31, 2015 and December 31, 2014:

	March 31, 2015 Balance *		Portfolio Percentage			December 31, 2014 Balance *		Portfolio Percentage

Nevada	$	4,687,000		93.74	%	$	5,264,000		68.93	%
California		--		--			2,059,000		26.96	%
Ohio		313,000		6.26	%		314,000		4.11	%
Total	$	5,000,000		100.00	%	$	7,637,000		100.00	%

*	Please see Balance Sheet Reconciliation below.

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Balance Sheet Reconciliation

The following table reconciles the balance of the loan portfolio to the amount shown on the accompanying Consolidated Balance Sheets.

	March 31, 2015			December 31, 2014
Balance per loan portfolio	$	5,000,000		$	7,637,000
Less:
Allowance for loan losses (a)		(2,450,000	)		(2,450,000	)
Balance per consolidated balance sheets	$	2,550,000		$	5,187,000

(a)

Please refer to Specific Reserve Allowance below.

Non-Performing Loans

As of March 31, 2015 and December 31, 2014, we had one loan considered non-performing (i.e., based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement or when the payment of interest is 90 days past due). This loan is currently carried on our books at a value of $0, net of allowance for loan losses of approximately $2.5 million. This loan has been placed on non-accrual of interest status.

At March 31, 2015, the following loan types were non-performing:

Loan Type	Number Of Non-Performing Loans		Balance at March 31, 2015		Allowance for Loan Losses			Net Balance at March 31, 2015
Commercial		1	$	2,450,000	$	(2,450,000	)	$	--
Total		1	$	2,450,000	$	(2,450,000	)	$	--

At December 31, 2014, the following loan types were non-performing:

Loan Type	Number Of Non-Performing Loans		Balance at December 31, 2014		Allowance for Loan Losses			Net Balance at December 31, 2014
Commercial		1	$	2,450,000	$	(2,450,000	)	$	--
Total		1	$	2,450,000	$	(2,450,000	)	$	--

Asset Quality and Loan Reserves

Losses may occur from investing in real estate loans. The amount of losses will vary as the loan portfolio is affected by changing economic conditions and the financial condition of borrowers.

The conclusion that a real estate loan is uncollectible or that collectability is doubtful is a matter of judgment. On a quarterly basis, our manager evaluates our real estate loan portfolio for impairment. The fact that a loan is temporarily past due does not necessarily mean that the loan is non-performing. Rather, all relevant circumstances are considered by our manager to determine impairment and the need for specific reserves. Such evaluation, which includes a review of all loans on which full collectability may not be reasonably assured, considers among other matters:

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Prevailing economic conditions;

Historical experience;

The nature and volume of the loan portfolio;

The borrowers’ financial condition and adverse situations that may affect the borrowers’ ability to pay;

Evaluation of industry trends; and

Estimated net realizable value of any underlying collateral in relation to the loan amount.

Based upon this evaluation, a determination is made as to whether the allowance for loan losses is adequate to cover any potential losses on an individual loan basis; we do not have a general allowance for loan losses. Additions to the allowance for loan losses are made by charges to the provision for loan loss. As of March 31, 2015, our ratio of total allowance for loan losses to total loans with an allowance for loan loss was 100%.

The following is a breakdown of allowance for loan losses related to performing loans and non-performing loans as of March 31, 2015 and December 31, 2014:

	As of March 31, 2015
	Balance		Allowance for loan losses **			Balance, net of allowance
Non-performing loans – no related allowance	$	--	$	--		$	--
Non-performing loans – related allowance		2,450,000		(2,450,000	)		--
Subtotal non-performing loans		2,450,000		(2,450,000	)		--

Performing loans – no related allowance		2,550,000		--			2,550,000
Performing loans – related allowance		--		--			--
Subtotal performing loans		2,550,000		--			2,550,000
Total	$	5,000,000	$	(2,450,000	)	$	2,550,000

	As of December 31, 2014
	Balance		Allowance for loan losses **			Balance, net of allowance
Non-performing loans – no related allowance	$	--	$	--		$	--
Non-performing loans – related allowance		2,450,000		(2,450,000	)		--
Subtotal non-performing loans		2,450,000		(2,450,000	)		--

Performing loans – no related allowance		5,187,000		--			5,187,000
Performing loans – related allowance		--		--			--
Subtotal performing loans		5,187,000		--			5,187,000
Total	$	7,637,000	$	(2,450,000	)	$	5,187,000

**	Please refer to Specific Reserve Allowances below.

Our manager evaluated our loans and, based on current estimates with respect to the value of the underlying collateral, believes that such collateral is sufficient to protect us against further losses of principal. However, such estimates could change or the value of the underlying real estate could decline. Our manager will continue to evaluate our loans in order to determine if any other allowance for loan losses should be recorded.

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Specific Reserve Allowances

As of March 31, 2015 and December 31, 2014, we have provided a specific reserve allowance for one non-performing loan based on updated appraisals of the underlying collateral and/or our evaluation of the borrower.

The following table is a roll-forward of the allowance for loan losses for the ended March 31, 2015 and December 31, 2014 by loan type. We will continue to evaluate our position in these loans.

Loan Type	Balance at 12/31/2014		Specific Reserve Allocation		Loan Pay Downs		Write-off		Transfers to REO or Notes Receivable		Balance at 03/31/15
Commercial	$	2,450,000	$	--	$	--	$	--	$	--	$	2,450,000
Total	$	2,450,000	$	--	$	--	$	--	$	--	$	2,450,000

Loan Type	Balance at 12/31/2013		Specific Reserve Allocation		Loan Pay Downs			Write-off		Transfers to REO or Notes Receivable		Balance at 12/31/14
Commercial	$	2,500,000		--	$	(50,000	)	$	--	$	--	$	2,450,000
Total	$	2,500,000	$	--	$	(50,000	)	$	--	$	--	$	2,450,000

Extensions

As of March 31, 2015 and December 31, 2014, our manager had granted extensions on one and five outstanding loans respectively totaling approximately $4.8 million and $13.6 million, respectively, of which our portion was approximately $1.2 million and $5.1 million, respectively, pursuant to the terms of the original loan agreements, which permit extensions by mutual consent, or as part of a TDR. Such extensions are generally provided on loans where the original term was 12 months or less and where a borrower requires additional time to complete a construction project or negotiate take-out financing. Our manager generally grants extensions when a borrower is in compliance with the material terms of the loan, including, but not limited to the borrower’s obligation to make interest payments on the loan. In addition, if circumstances warrant, our manager may extend a loan that is in default as part of a work out plan to collect interest and/or principal. As of March 31, 2015 and December 31, 2014, one and five of the loans, respectively, that have been granted extensions are performing.

NOTE E —INVESTMENT IN DELAWARE STATUTORY TRUST

During the three months ended March 31, 2015, we invested $4.0 million in a Delaware Statutory Trust (“DST”). The DST holds commercial property located in Illinois which is subject to a mandatory repurchase agreement and which is accounted for in a manner similar to a loan. The DST holds no other assets. We consider the real property owned by the DST to be in effect the collateral on this loan. Additionally, the DST is guaranteed by a third party who has a selling agreement with MVP REIT. Certain members of the Broker Dealer’s management also guaranteed this loan.

NOTE F —ASSETS HELD FOR SALE

During April 2015, we committed to a plan to sell all interests in our six office buildings, at which point we began classifying the related assets as assets held for sale, and the related liabilities as liabilities related to assets held for sale. Additionally, we have classified the six office building’s results as discontinued operations.

Assets and groups of assets and liabilities which comprise disposal groups are classified as “held for sale” when all of the following criteria are met: a decision has been made to sell, the assets are available for sale immediately, the assets are being actively marketed at a reasonable price in relation to the current fair value, a sale has been or is expected to be concluded within twelve months of the balance sheet date, and significant changes to the plan to sell are not expected. Assets held for sale are not depreciated.

Additionally, the operating results and cash flows related to these assets and liabilities are included in discontinued operations in the consolidated statements of operations and consolidated statements of cash flows for the three months ended March 31, 2015.

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The following is summary of net assets held for sale through March 31, 2015:

	March 31, 2015
Assets:
Current assets	$	961,000
Property and equipment		54,424,000
Total assets	$	55,385,000

Liabilities:
Accounts payable and accrued liabilities	$	194,000
Notes payable		30,828,000
Total liabilities		31,022,000

Net assets held for sale	$	24,363,000

The following is a summary of the results of operations related to the assets held for sale for the three months ended March 31, 2015:

	For The Three Months Ended March 31, 2015

Revenue	$	1,175,000
Expenses		(899,000	)

Net Income	$	276,000

NOTE G — INVESTMENT IN MARKETABLE SECURITIES – RELATED PARTY

In December 2014, VRM I effected a 1 for 4 reverse split of its common stock. All share and per share information in the consolidated financial statements and accompanying notes have been adjusted to retroactively reflect the 1 for 4 reverse stock split.

As of March 31, 2015, we owned 134,545 shares of VRM I’s common stock, representing approximately 9.7% of the total outstanding shares. The closing price of VRM I’s common stock on March 31, 2015, was $3.49 per share.

During the three months ended March 31, 2015, the trading price for VRM I’s common stock ranged from $2.72 to $4.44 per share. At December 31, 2014, our manager evaluated the near-term prospects of VRM I in relation to the severity and duration of the unrealized loss. Based on that evaluation and current market conditions, we have determined there was an other-than-temporary impairment on our investment in VRM I as of December 31, 2014, totaling approximately $0.5 million and recognizing an impairment of approximately $0.1 million.

NOTE H — REAL ESTATE OWNED HELD FOR SALE

At March 31, 2015, we held one property with no carrying value, which was acquired through foreclosure and recorded as investment in REO. Our REO are accounted for at the lower of cost or fair value less costs to sell with fair value based on appraisals and knowledge of local market conditions.

We seek to sell properties acquired through foreclosure as quickly as circumstances permit taking into account current economic conditions.

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NOTE I — RELATED PARTY TRANSACTIONS

Transactions with the Manager

Our manager is entitled to receive from us an annual management fee of up to 0.25% of our aggregate capital contributions received by us and Fund II from the sale of shares or membership units, paid monthly. The amount of management fees paid to our manager for the three months ended March 31, 2015 and 2014 were approximately $275,000 and $274,000, respectively, during each period.

As of March 31, 2015 and December 31, 2014, our manager owned 23,175 of our common shares, representing approximately 0.2% of our total outstanding common stock at the respective dates.

As of March 31, 2015 and December 31, 2014, we had receivables from our manager of approximately $20,000 related to consulting and accounting fees.

Transactions with Other Related Parties

As of March 31, 2015 and December 31, 2014, VRM I owned 134,270 of our common shares, representing approximately 5.2% of our total outstanding common stock for both periods.

As of March 31, 2015, we had a receivable from VRM I of approximately $26,000. As of December 31, 2014 we had a receivable from VRM I of approximately $30,000, primarily related to asset transfer and legal fees.

As of March 31, 2015 and December 31, 2014, we had a receivable from Fund III of approximately $4,000.

As of March 31, 2015 and December 31, 2014 we had a receivable from Vestin Mortgage of approximately $0.3 million and $0.1 million, respectively, related to payroll expenses paid by MVP Advisors.

As of March 31, 2015 and December 31, 2014, MVP Advisors owed VRM I approximately $2.1 million and $1.4 million, respectively.

As of March 31, 2015 and December 31, 2014, we owned a 60% interest in MVP Advisors, the advisor of MVP REIT and MVP REIT II, Inc.

From time to time, we may also jointly invest in real property or real estate loans with our affiliates, including VRM I and MVP REIT, Inc. These investments are described elsewhere in this report and incorporated herein by reference.

From time to time, we may also acquire or sell investments in real estate or in real estate loans from/to our manager or other related parties. Pursuant to the terms of our Management Agreement, such acquisitions and sales are made without any mark up or mark down. No gain or loss is recorded on these transactions, as it is not our intent to make a profit on the purchase or sale of such investments. The purpose is generally to diversify our portfolio by syndicating loans and real estate investments, thereby providing us with additional capital to make additional loans and investments in real estate.

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On November 25, 2014, Shustek Investments Inc, a company wholly owned by our CEO Mike Shustek, entered into a loan purchase contract with us to acquire a loan with a book value of approximately $2.4 million. The loan was originated during March 2009 with an original principal balance of $7.45 million earning interest at a rate of 11%. The borrower made principal payments during the life of the loan however they also received extensions for the maturity of the note. As of the date of the loan purchase contract, the loan was extended through January 2015. The purchase price of the loan was approximately $3.0 million, which includes the purchase of interest assigned to third parties. As additional consideration we may receive 50% of any amount collected in excess of the purchase price less any expenses incurred by Shustek Investments. After three years the 50% shall be reduced to 33%. This transaction resulted in a gain on sale of loan – related party totaling approximately $0.6 million for the year ended December 31, 2014. During the three months ended March 31, 2015, this loan was paid and we received approximately $1.6 million.

Accounting services

During the periods ended March 31, 2015 and March 31, 2014, Accounting Solutions, an entity owned by Ms. Gress, the Company’s Chief Financial Officer, received fees of approximately $17,000 and $12,000, respectively, for accounting services.

During the periods ended March 31, 2015 and March 31, 2014, Strategix, an entity owned by Ms. Gress, the Company’s Chief Financial Officer, received fees of approximately $47,000 and $34,000, respectively, for accounting services.

NOTE J — FAIR VALUE

As of March 31, 2015 and December 31, 2014, financial assets and liabilities utilizing Level 1 inputs included investment in marketable securities - related party and third party. We had no assets or liabilities utilizing Level 2 inputs, and assets and liabilities utilizing Level 3 inputs included investments in real estate loans and investments in equity method investees, both held for sale and not held for sale.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, our degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset or liability will be classified in its entirety based on the lowest level of input that is significant to the measurement of fair value.

Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, our own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. We use prices and inputs that are current as of the measurement date, including during periods of market dislocation, such as the recent illiquidity in the auction rate securities market. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition may cause our financial instruments to be reclassified from Level 1 to Level 2 or Level 3 and/or vice versa.

Our valuation techniques will be consistent with at least one of the three possible approaches: the market approach, income approach and/or cost approach. Our Level 1 inputs are based on the market approach and consist primarily of quoted prices for identical items on active securities exchanges. Our Level 2 inputs are primarily based on the market approach of quoted prices in active markets or current transactions in inactive markets for the same or similar collateral that do not require significant adjustment based on unobservable inputs. Our Level 3 inputs are primarily based on the income and cost approaches, specifically, discounted cash flow analyses, which utilize significant inputs based on our estimates and assumptions.

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The following table presents the valuation of our financial assets and liabilities as of March 31, 2015 and December 31, 2014, measured at fair value on a recurring basis by input levels:

	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at 03/31/15		Carrying Value on Balance Sheet at 03/31/15
Assets
Investment in marketable securities - related party	$	469,000	$	--	$	--	$	469,000	$	469,000
Investment in real estate loans	$	--	$	--	$	2,531,000	$	2,531,000	$	2,550,000

	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at 12/31/14		Carrying Value on Balance Sheet at 12/31/14
Assets
Investment in marketable securities - related party	$	461,000	$	--	$	--	$	461,000	$	461,000
Investment in real estate loans	$	--	$	--	$	5,167,000	$	5,167,000	$	5,187,000

The following table presents the changes in our financial assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) from January 1, 2015 to March 31, 2015:

	Investment in real estate loans
Balance on January 1, 2015	$	5,167,000
Purchase and additions of assets
New mortgage loans and mortgage loans acquired		47,000
Purchase from third parties		200,000
Sales, pay downs and reduction of assets
Collections and settlements of principal and sales of investment in real estate loans		(2,608,000	)
Sale of assets to third parties		(276,000	)
Temporary change in estimated fair value based on future cash flows		1,000

Balance on March 31, 2015, net of temporary valuation adjustment	$	2,531,000

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	Investment in real estate loans
Balance on January 1, 2014	$	7,867,000
Purchase and additions of assets
New mortgage loans and mortgage loans acquired		14,269,000
Purchase from third parties		498,000
Sales, pay downs and reduction of assets
Collections and settlements of principal and sales of investment in real estate loans		(6,546,000	)
Sale of assets to VRM I		(2,823,000	)
Sale of assets to third parties		(8,060,000	)
Temporary change in estimated fair value based on future cash flows		(38,000	)
Balance on December 31, 2014, net of temporary valuation adjustment	$	5,167,000

NOTE K — EMPLOYEE BENEFIT PLAN

MVP Advisors maintains a 401(k) Plan (the “Plan”), which is a defined contribution plan covering all eligible employees. Under the provisions of the Plan, participants may direct the Company to defer a portion of their compensation to the Plan, subject to Internal Revenue Code limitations. The Company provides for an employer matching contribution equal to 100% of the first 3% of eligible compensation and 50% of the next 2% of eligible compensation contributed by each employee, which is funded in cash. All contributions vest immediately. Total expense recorded for the matching 401(k) contribution in the three months ended March 31, 2015 was approximately $3,600.

NOTE L — SEGMENT INFORMATION

Company management reviews financial and operating performance in the following three separate operating segments: (1) investment in real estate loans, (2) investments in real property and (3) investment in a real estate management company. Selling, general and administrative expenses, primarily consisting of compensation of employees, seminar expense, professional fees and overhead costs not directly related to a specific operating segment, are reflected in the table below as corporate activities.

Assets related to investments in real property are currently listed as held for sale. Revenue, net of expenses for this segment are reported in discontinued operations.

The following are certain financial data for the Company’s operating segments for the periods:

	For the Three Months Ended March 31, 2015		For the Three Months Ended March 31, 2014
Revenues
Investment in real estate loans	$	1,693,000	$	167,000
Investment in real property		--		--
Investment in real estate management		833,000		134,000
Total revenues as reported		2,526,000		301,000

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Operating expenses
Investment in real estate loans	$	275,000	$	274,000
Investment in real property		--		--
Investment in real estate management		783,000		565,000
Corporate activities		1,716,000		1,056,000
Total Operating expenses as reported		2,774,000		1,895,000

Total Assets	March 31, 2015		December 31, 2014
Investment in real estate loans	$	6,552,000	$	5,190,000
Investment in real property		55,385,000		55,427,000
Corporate assets		7,855,000		8,298,000
Total assets	$	69,792,000	$	68,915,000

NOTE M — RECENT ACCOUNTING PRONOUNCEMENTS

No new accounting pronouncements have been defined that would materially impact our financial statements.

NOTE N — LEGAL MATTERS INVOLVING THE MANAGER

The United States Securities and Exchange Commission (the “Commission”), conducted an investigation of certain matters related to us, our manager, Vestin Capital, VRM I, and Fund III. We fully cooperated during the course of the investigation. On September 27, 2006, the investigation was resolved through the entry of an Administrative Order by the Commission (the “Order”). Our manager, Vestin Mortgage and its Chief Executive Officer, Michael Shustek, as well as Vestin Capital (collectively, the “Respondents”), consented to the entry of the Order without admitting or denying the findings therein.

In the Order, the Commission found that the Respondents violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 through the use of certain slide presentations in connection with the sale of units in Fund III and in our predecessor, Vestin Fund II, LLC. The Respondents consented to the entry of a cease and desist order, the payment by Mr. Shustek of a fine of $100,000 and Mr. Shustek’s suspension from association with any broker or dealer for a period of six months, which expired in March 2007. In addition, the Respondents agreed to implement certain undertakings with respect to future sales of securities. We are not a party to the Order.

For additional information, see Note O – Legal Matters Involving the Company

Other than the matters described above, our manager believes that it is not a party to any pending legal or arbitration proceedings that would have a material adverse effect on our manager’s financial condition or results of operations or cash flows, although it is possible that the outcome of any such proceedings could have a material impact on our manager’s net income in any particular period.

NOTE O — LEGAL MATTERS INVOLVING THE COMPANY

On February 7, 2012, we, VRM I and Fund III entered into a Deed in Lieu Agreement with a borrower in lieu of the foreclosure of our subordinated secured loan which had matured on December 31, 2011, with a principal balance, net of allowance for loan loss, of approximately $9.9 million, of which our portion was approximately $9.0 million. Pursuant to the Deed in Lieu Agreement, our subsidiary 1701 Commerce, LLC (“1701 Commerce”) received a deed to the secured property operated as the Sheraton Hotel and Spa Fort Worth, Texas (the “Hotel”). On March 26, 2012, 1701 Commerce filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Northern District of Texas, Ft. Worth Division, to seek relief from a pending foreclosure of the Hotel by the senior mortgage lien holder and to preserve and protect 1701 Commerce’s equity and the interests of other Hotel creditors. Due to the uncertainty and disputes involving the Hotel, we recorded this investment as Other Real Estate Owned on our balance sheet until August 23, 2012. The Hotel was sold on July 17, 2013 for the sum of $49,300,000. The net proceeds of the sale and the cash on hand as of the date of the sale were used to pay all 1701 Commerce creditors 100% of their claim plus interest, with the balance distributed to us and our two partners, VRM I and Fund III. On February 4, 2015, the court entered its final decree closing the case.

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We hold an interest of approximately 90%, VRM I holds an interest of approximately 8% and Fund III holds an interest of approximately 2% in 1701 Commerce.

During September 2010, we established reserves related to a litigation settlement. As of September 30, 2013, management determined that the remaining reserves of $374,000 are no longer necessary and have recognized this amount as reversal of settlement reserve.

In addition to the matters described above, we are involved in a number of other legal proceedings concerning matters arising in the ordinary course of our business activities. We believe we have meritorious defenses to each of these actions and intend to defend them vigorously. Other than the matters described above, we believe that we are not a party to any pending legal or arbitration proceedings that would have a material adverse effect on our financial condition or results of operations or cash flows, although it is possible that the outcome of any such proceedings could have a material impact on our operations in any particular period.

NOTE P — SUBSEQUENT EVENTS

The following subsequent events have been evaluated through the date of this filing with the SEC.

As of the date of this filing, we invested additional funds in the existing DST of approximately $1.8 million

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a financial review and analysis of our financial condition and results of operations for the three months ended March 31, 2015 and 2014. This discussion should be read in conjunction with our consolidated financial statements and accompanying notes and other detailed information regarding us appearing elsewhere in this report on Form 10-Q and our annual report on Form 10-K, Part II, Item 7 Management’s Discussion and Analysis of Financial Conditions and Results of Operations for the year ended December 31, 2014.

FORWARD-LOOKING STATEMENTS

Certain statements in this report, including, without limitation, matters discussed under this Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations, should be read in conjunction with the consolidated financial statements, related notes, and other detailed information included elsewhere in this report on Form 10-Q. We are including this cautionary statement to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are not historical fact are forward-looking statements. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “estimates,” “assumes,” “may,” “should,” “will,” or other similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements. These forward-looking statements are based on our current beliefs, intentions and expectations. These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, those factors, risks and uncertainties of this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K and in our other securities filings with the Securities and Exchange Commission (“SEC”). Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and involve inherent risks and uncertainties. Our estimates of the value of collateral securing our loans may change, or the value of the underlying property could decline subsequent to the date of our evaluation. As a result, such estimates are not guarantees of the future value of the collateral. The forward-looking statements contained in this report are made only as of the date hereof. We undertake no obligation to update or revise information contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

RESULTS OF OPERATIONS

OVERVIEW

Our investment strategy is to invest substantially in a portfolio of real estate secured loans (including first and second mortgage loans, mezzanine loans, bridge loans, convertible mortgages, variable interest rate real estate secured loans, where a portion of the return is dependent upon performance-based metrics and other loans related to real estate), and direct investments in real property that meet our investment objectives. We have recently increased our investments in office buildings. In addition, we invest in companies that manage real estate or mortgage investment programs.

As of March 31, 2015, we have acquired, along with affiliated entities, six properties of which our share of the purchase price totaled $15.4 million, including closing costs. During the three months ended March 31, 2015, we funded one loan totaling approximately $47,000. During the three months ended March 31, 2014, we funded two loans totaling approximately $5.4 million. As of March 31, 2015, our loan-to-value ratio was 45.69%, net of allowances for loan losses, on a weighted average basis generally using updated appraisals.

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On January 14, 2014, we, VRM I and MVP REIT sold MVP PF Baltimore 2013, LLC to a third party for $1,550,000 which resulted in a nominal loss. On April 1, 2014, MVP REIT exercised the Purchase Right to acquire our and VRM I’s interest in five parking facilities and our interest in a storage facility, in each case, net of the assumed debt secured by the real estate. In exchange, we and VRM I received MVP REIT’s interest in four office properties, net of the assumed debt secured by the real estate. The difference between the net amount of the assets exchanged was paid in cash. Following this transaction, MVP REIT holds a 100% interest in the five parking facilities and storage facility. We and VRM I together hold 100% interest in the four office properties. These transferred properties have been reported as Discontinued Operations in the accompanying statement of operations. See “Note F – Assets held for sale” to the financial statements included in this Quarterly Report for more information regarding the property exchanges.

During March 2014, we acquired a 42% interest in Building C, LLC whose sole asset is an office property located in Las Vegas, NV from MVP REIT. During July 2014, we and VRM I entered into an agreement to acquire the remaining 58% interest in Building C, LLC and 100% interest in Building A, LLC whose sole asset is an office building also located in Las Vegas, NV from MVP REIT. The cash consideration, net of assumed debt of approximately $16.9 million, totals approximately $10.3 million, of which our portion is approximately $3.7 million. On July 31, 2014, we and VRM I completed the acquisition of the remaining 58% interest in Building C, LLC. The acquisition of the interests in Building A, LLC was completed on August 29, 2014. The purchase price for both buildings is equal to the amount paid by MVP to acquire the buildings as all of the buildings were acquired by MVP within the past twelve (12) months. No commissions were paid in connection with the purchase. These properties have been reported as discontinued operations in the accompanying statements of operations. See “Note F – Assets held for sale” to the financial statements included in this Quarterly Report for more information regarding the property exchanges.

As of March 31, 2015, we have made loans of approximately $9.2 million to our 60% owned subsidiary, MVP Advisors, the manager of MVP REIT. Our ownership of MVP Advisors increased from 40% to 60% during December 2014. MVP REIT is a SEC-registered, non-traded REIT that seeks to invest predominantly in parking facilities located throughout the United States and loans secured by real estate as its core assets. We believe MVP Advisors has the opportunity to generate fees for the services it will render to MVP REIT. However, MVP REIT is currently seeking to raise funds through its publicly registered offering and the fees paid to date to MVP Advisors have not been significant. We may not realize interest income from the loan to MVP Advisors or any return on our investment in MVP Advisors until it is able to generate sufficient fees to service the interest on our loan and generate a return on our investment. On March 20, 2014, our board of directors agreed to continue funding MVP Advisors. We recorded an impairment of this investment due to uncertainty as to when we will be repaid the amounts loaned.

Our financial results, including the sources of our revenues and expenses, for the three months ended March 31, 2015 reflect, in significant part, the shift in our investment focus from real estate secured loans to direct investments in real estate and investments in a real estate management company. For example, we had no rental income in 2013, but in 2014, it accounted for more than 50% of our total revenues as we redeploy assets from loans to investments in real estate. Similarly, our interest expense increased significantly from $5,000 in 2013 to approximately $850,000 in 2014, as mortgage loan payments became due following our increase in real estate investments. We had approximately $134,000 in revenues from investment in real estate management for the three months ended March 31, 2014. Such revenues increased to $833,000 for the three months ended March 31, 2015. So long as such real estate and real estate management company investments remain part of our investment portfolio, we would expect that, in the near term, rental income and revendues from investmentin real estate management will continue to be a significant source of revenue and interest expense will make up a greater portion of our total expenses. While we do not anticipate any near term change in the composition of our revenues, we may, from time to time, decide to sell one or more of our investments, including our real property investments, and redeploy those assets in investments in real estate secured loans, direct investments in real property or other real property related investments. For example, during April 2015, we committed to a plan to sell all interests in our six office buildings, at which point we began classifying the related assets as assets held for sale, and the related liabilities as liabilities related to assets held for sale. Additionally, we have classified the six office building's results as discontinued operations. Our advisor fee income related to our investment in MVP Advisors may become a more significant source of revenues in the future, depending upon the level of success achieved by MVP Advisors in its management of MVP REIT.

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SUMMARY OF FINANCIAL RESULTS

Comparison of operating results for the three months ended March 31, 2015 and the three months ended March 31, 2014

Total Revenue:	2015		2014		$ Change			% Change
Interest income from investment in real estate loans	$	57,000	$	167,000	$	(110,000	)		(66	%)
Gain related to pay off of real estate loan, including recovery of allowance for loan loss		1,623,000		--		1,623,000			100	%
Gain related to pay off of notes receivable, including recovery of allowance for notes receivable		13,000		--		13,000			100	%
Acquisition fee income		752,000		--		752,000			100	%
Advisor fee		81,000		134,000		(53,000	)		39	%
Total	$	2,526,000	$	301,000	$	2,225,000			739	%

Our revenue from interest income is dependent upon the balance of our investment in real estate loans and the interest earned on these loans. There was a net decrease in interest income due to reduction in loan portfolio in 2014 which continued into 2015. Acquisition fee and advisor fee income is related to MVP Advisors, which advises MVP REIT, Inc. and earns certain fees for these services. During the three months ended March 31, 2015, MVP REIT purchased three properties which resulted in Acquisition fee income of approximately $0.8 million. On November 25, 2014, Shustek Investments Inc, a company wholly owned by our CEO Mike Shustek, entered into a loan purchase contract with us to acquire a loan with a book value of approximately $2.4 million. The loan was originated during March 2009 with an original principal balance of $7.45 million earning interest at a rate of 11%. The borrower made principal payments during the life of the loan however they also received extensions for the maturity of the note. As of the date of the loan purchase contract, the loan was extended through January 2015. The purchase price of the loan was approximately $3.0 million, which includes the purchase of interest assigned to third parties. As additional consideration we may receive 50% of any amount collected in excess of the purchase price less any expenses incurred by Shustek Investments. After three years the 50% shall be reduced to 33%. This transaction resulted in a gain on sale of loan – related party totaling approximately $0.6 million for the year ended December 31, 2014 During the three months ended March 31, 2015 this loan was paid and we received approximately $1.6 million.

For additional information see Note D – Investments in Real Estate Loans and Note F – Assets Held for Sale of the Notes to the Consolidated Financial Statements included in Part I, Item 1 Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Operating expenses:	2015		2014		$ Change			% Change
Management fees – related party	$	275,000	$	274,000	$	1,000			0	%
Wages and benefits		783,000		253,000		530,000			209	%
Acquisition expense		--		19,000		(19,000	)		(100	%)
Forgiveness of debt – related party		--		312,000		(312,000	)		(100	)%
Professional fees		266,000		295,000		(29,000	)		(10	%)
Consulting		59,000		145,000		(86,000	)		(59	%)
Insurance		65,000		69,000		(4,000	)		(6	%)
Commissions		331,000		--		331,000			100	%
Travel		275,000		125,000		150,000			120	%
Rent		66,000		81,000		(15,000	)		(19	%)
Other		654,000		322,000		332,000			103	%
Total	$	2,774,000		1,895,000		879,000			48	%

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Wages and benefits were higher during the three months ended March 31, 2015 due to increase in staff compared to the three months ended March 31, 2014. During the three months ended March 31, 2015, MVP RA paid 5.25% commission, approximately $0.3 million, to third party brokers for all MVP REIT common shares sold. During the three months ended March 31, 2014, a forgiveness of debt was recognized due to the reduction of liabilities due from MVP REIT to MVP Advisors totaling approximately $0.3 million. Additionally, other expense increase primarily due to an increase of approximately $0.3 million in conference expense during the three months ended March 31, 2015 compared to the three months ended March 31, 2014.

Non-operating income (loss):	2015		2014		$ Change			% Change
Gain related to recovery of allowance on note payable – related party		--		849,000		(849,000	)		(100	%)
Recovery from settlement with loan guarantor		--		78,000		(78,000	)		(100	%)
Loss on marketable securities		1,000		49,000		(48,000	)		(98	%)
Total	$	1,000	$	976,000	$	(975,000	)		(100	%)

During the three months ended March 31, 2014, we received payments on balances owed from MVP REIT which resulted in a recovery of allowance on note receivable of approximately $0.8 million No similar transactions occurred in the three months ended March 31, 2015. In March 2014 we received a settlement which resulted in recovery from a loan guarantor of approximately $78,000. The sale of marketable securities occurred during the three months ended March 31, 2014, resulting in a gain of approximately $49,000. Minimal to no transactions of this nature occurred during the three months ended March 31, 2015.

Discontinued operations, net of income taxes:	2015			2014			$ Change			% Change
Net gain on sale of real estate held for sale	$	--		$	(121,000	)	$	121,000			(100	%)
Expenses related to real estate held for sale		(105,000	)		(302,000	)		197,000			(65	%)
Income from investment in equity method investee held for sale		--			15,000			(15,000	)		(100	%)
Income from assets held for sale, net of income taxes		276,000			99,000			177,000			179	%
Total	$	171,000		$	(309,000	)	$	480,000			(155	%)

During 2014, we recorded net loss of $0.1 million on the sale of Baltimore. Income from assets held for sale during the three months ended March 31, 2015 are related to the six office buildings currently held for sale. During the three months ended March 31, 2014, income from assets held for sale is related to five parking facilities that were sold in April 2014.

For additional information see Note F – Assets Held for Sale of the Notes to the Financial Statements included in Part I, Item 1 Consolidated Financial Statements of this Annual Report on Form 10-Q.

CAPITAL AND LIQUIDITY

Liquidity is a measure of a company’s ability to meet potential cash requirements, including ongoing commitments to fund lending activities and general operating purposes. Subject to a 3% reserve, we generally seek to use all of our available funds to invest in real estate assets. Distributable cash flow generated from such loans is paid out to our stockholders, in the form of a dividend. We do not anticipate the need for hiring any employees, acquiring fixed assets such as office equipment or furniture, or incurring material office expenses during the next twelve months. We may pay our manager an annual management fee of up to 0.25% of the aggregate capital received by Fund II and us from the sale of shares or membership units.

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During the three months ended March 31, 2015, net cash flows used in operating activities were approximately $0.8 million. Operating cash flows were used for the payment of normal operating expenses such as management fees, accounting fees, legal bills and expenses related to real estate owned held for sale. Cash flows related to investing activities consisted of cash used for investments in Delaware Statutory Trust of $4.0 million, investments in new real estate loans of approximately $47,000, purchase of assets for assets held for sale of approximately $0.1 million and purchases of real estate loans from third parties of approximately $0.2 million. In addition, cash flows related to investing activities consisted of cash provided by loan payoffs and sale of investments in real estate loans to third parties of approximately $2.9 million and investments in MVP Realty Advisors of approximately $1.1 million. Cash flows used in financing activities consisted of purchase of treasury stock of approximately $24,000, cash for payments on notes payable of approximately $23,000 cash for payments on notes payable on assets held for sale of approximately $0.1 million and proceeds from distribution from real estate held for sale of approximately $82,000.

At March 31, 2015, we had approximately $6.6 million in cash, $0.5 million in marketable securities – related party, and approximately $70 million in total assets. We intend to meet short-term working capital needs through a combination of proceeds from loan payoffs, loan sales, rental revenue, sales of real estate owned held for sale and/or borrowings. We believe we have sufficient working capital to meet our operating needs during the next 12 months.

We have no current plans to sell any new shares. Although a small percentage of our shareholders had elected to reinvest their dividends, we suspended payment of dividends in June 2008 and at this time are not able to predict when dividend payments will resume. Accordingly, we do not expect to issue any new shares through our dividend reinvestment program in the foreseeable future.

When economic conditions permit, we may seek to expand our capital resources through borrowings from institutional lenders or through securitization of our loan portfolio or similar arrangements. No assurance can be given that, if we should seek to borrow additional funds or to securitize our assets, we would be able to do so on commercially attractive terms. Our ability to expand our capital resources in this manner is subject to many factors, some of which are beyond our control, including the state of the economy, the state of the capital markets and the perceived quality of our loan and real estate portfolios.

During April 2012, we contributed $1,000 for a 40% interest in MVP Advisors. Mr. Shustek, through a wholly owned company named MVP Capital Partners, LLC (“MVP CP”) contributed $1,500 for a 60% interest in MVP Advisors. In December 2013, we and MVP CP entered into a membership interest transfer agreement (the “Transfer Agreement”), dated as of December 19, 2013, pursuant to which we acquired from MVP CP an additional 20% of the membership interests (the “Acquired Interests”) of MVP Advisor. The Company and VRM I now own 60% and 40%, respectively, of the aggregate membership interests of MVP Advisors.

Pursuant to the Transfer Agreement, we did not pay any up-front consideration for the Acquired Interests, but will be responsible for our proportionate share of future expenses of MVP Advisor. In recognition of MVP CP’s substantial investment in MVP Advisor for which MVP CP received no up-front consideration, the Transfer Agreement and the amended operating agreement of MVP Advisor further provide that once we and VRM I have been repaid in full for any capital contributions to MVP Advisor or for any expenses advanced on MVP Advisor’s behalf (“Capital Investment”), and once we and VRM I have received an annualized return on our Capital Investment of 7.5%, then MVP CP will receive one-third of the net profits of MVP Advisor.

Through our interest in MVP Advisor, we have directed, and may continue to direct, a portion of our cash towards development of the business of MVP REIT. As of June 30, 2013, we and MVP CP had loaned approximately $3.6 million and approximately $1.2 million, respectively, to MVP Advisors related to MVP REIT, Inc. On June 30, 2013, MVP CP decided to forgive the full amount of its $1.2 million loan. We have not forgiven the balance due from MVP Advisors. However the decision by MVP Advisors to forgive the full amount of its loans created uncertainty as to when we will be repaid the amounts loaned to MVP Advisors. Based on this uncertainty, we determined to treat as fully impaired the balance of this investment and note receivable. During the six months ended June 30, 2014, we provided additional advances to MVP Advisor of $1.0 million.

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As of March 31, 2015, we had notes receivable from MVP Advisor of approximately $9.2 million, which amount has been fully allowed for. To further support development of the business of MVP REIT, MVP Advisors also has agreed to waive certain fees and expense reimbursements it otherwise would have been entitled to receive under the terms of its advisory agreement with MVP REIT. MVP Advisors ability to repay the loans and the return on our investment in MVP Advisors will likely depend upon the success of MVP REIT’s public offering and its ability to successfully deploy the offering proceeds. While we expect any such investments to ultimately generate a return through management fees payable by MVP REIT to MVP Advisors, such fees may not be significant in the near term as MVP REIT only recently commenced operations in December 2012, and over the next 12 months, there may be a diminution of our liquid assets. If MVP REIT is unable to raise sufficient capital in its initial public offering or deploy the capital and operate its business successfully, then our return on our investment in MVP Advisors and the ability of MVP Advisors to repay our loans could be adversely impacted.

We maintain working capital reserves of approximately 3% in cash and cash equivalents, certificates of deposits and short-term investments or liquid marketable securities. This reserve is available to pay expenses in excess of revenues, satisfy obligations of underlying properties, expend money to satisfy our unforeseen obligations and for other permitted uses of working capital. As of May 12, 2015, we have met our 3% reserve requirement.

Investments in Real Estate Loans Secured by Real Estate Portfolio

We offer five real estate loan products consisting of commercial property, construction, acquisition and development, land, and residential loans. The effective interest rates on all product categories range from 7% to 15%. Revenue by product will fluctuate based upon relative balances during the period. We had investments in 8 real estate loans, as of March 31, 2015, with a balance of approximately $5 million as compared to investments in 12 real estate loans as of December 31, 2014, with a balance of approximately $7.6 million.

For additional information on our investments in real estate loans, refer to Note D – Investments In Real Estate Loans of the Notes to the Financial Statements included in Part I, Item 1 Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Asset Quality and Loan Reserves

As a commercial real estate lender willing to invest in riskier loans, rates of delinquencies, foreclosures and our losses on our loans could be higher than those generally experienced in the commercial mortgage lending industry. Problems in the sub-prime residential mortgage market have adversely affected the general economy and the availability of funds for commercial real estate developers. We believe this lack of available funds has led to an increase in defaults on our loans. Furthermore, problems experienced in U.S. credit markets from 2007 through 2009 reduced the availability of credit for many prospective borrowers. While credit markets have generally improved, the commercial real estate markets in some of our principal areas of operation have not recovered, thereby resulting in continuing constraints on the availability of credit in these markets. These problems have made it more difficult for our borrowers to obtain the anticipated re-financing necessary in many cases to pay back our loans. Thus, we have had to work with some of our borrowers to either modify, restructure and/or extend their loans in order to keep or restore the loans to performing status. Our manager will continue to evaluate our loan portfolio in order to minimize risk associated with current market conditions.

Real Estate Investments

Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.

We are required to make subjective assessments as to the useful lives of our properties for purposes of determining the amount of depreciation to record on an annual basis with respect to our investments in real estate. These assessments have a direct impact on our net income because if we were to shorten the expected useful lives of our investments in real estate, we would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis.

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We are required to present the operations related to properties that have been sold or properties that are intended to be sold as discontinued operations in the statement of operations for all periods presented. Properties that are intended to be sold are to be designated as “held for sale” on the balance sheet.

OFF-BALANCE SHEET ARRANGEMENTS

As of March 31, 2015, we do not have any interests in off-balance sheet special purpose entities nor do we have any interests in non-exchange traded commodity contracts.

RELATED PARTY TRANSACTIONS

From time to time, we may acquire or sell investments in real estate loans from/to our manager or other related parties pursuant to the terms of our Management Agreement without a premium. No gain or loss is recorded on these transactions, as it is not our intent to make a profit on the purchase or sale of such investments. The purpose is generally to diversify our portfolio by syndicating loans or investments in real estate, thereby providing us with additional capital to invest in real estate or make additional loans. For further information regarding related party transactions, refer to Note I – Related Party Transactions of the Notes to the Consolidated Financial Statements included in Part II, Item 1 Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

CRITICAL ACCOUNTING ESTIMATES

Revenue Recognition

Interest income on loans is accrued by the effective interest method. We do not accrue interest income from loans once they are determined to be non-performing. A loan is considered non-performing when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement or when the payment of interest is 90 days past due.

The following table presents a sensitivity analysis, averaging the balance of our loan portfolio at the end of the last six quarters, to show the impact on our financial condition at March 31, 2015, from fluctuations in weighted average interest rate charged on loans as a percentage of the loan portfolio:

Changed Assumption	Increase (Decrease) in Interest Income
Weighted average interest rate assumption increased by 1.0% or 100 basis points	$	97,000
Weighted average interest rate assumption increased by 5.0% or 500 basis points	$	485,000
Weighted average interest rate assumption increased by 10.0% or 1,000 basis points	$	970,000
Weighted average interest rate assumption decreased by 1.0% or 100 basis points	$	(97,000	)
Weighted average interest rate assumption decreased by 5.0% or 500 basis points	$	(485,000	)
Weighted average interest rate assumption decreased by 10.0% or 1,000 basis points	$	(970,000	)

The purpose of this analysis is to provide an indication of the impact that the weighted average interest rate fluctuations would have on our financial results. It is not intended to imply our expectation of future revenues or to estimate earnings. We believe that the assumptions used above are appropriate to illustrate the possible material impact on the consolidated financial statements.

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Allowance for Loan Losses

We maintain an allowance for loan losses on our investments in real estate loans for estimated credit impairment in our investment in real estate loans portfolio. Our manager’s estimate of losses is based on a number of factors including the types and dollar amounts of loans in the portfolio, adverse situations that may affect the borrower’s ability to repay, prevailing economic conditions and the underlying collateral securing the loan. Additions to the allowance are provided through a charge to earnings and are based on an assessment of certain factors, which may indicate estimated losses on the loans. Actual losses on loans are recorded as a charge-off or a reduction to the allowance for loan losses. Subsequent recoveries of amounts previously charged off are added back to the allowance or included as income.

The following table presents a sensitivity analysis to show the impact on our financial condition at March 31, 2015, from increases and decreases to our allowance for loan losses as a percentage of the loan portfolio:

Changed Assumption	Increase (Decrease) in Allowance for Loan Losses
Allowance for loan losses assumption increased by 1.0% of loan portfolio	$	50,000
Allowance for loan losses assumption increased by 5.0% of loan portfolio	$	250,000
Allowance for loan losses assumption increased by 10.0% of loan portfolio	$	500,000
Allowance for loan losses assumption decreased by 1.0% of loan portfolio	$	(50,000	)
Allowance for loan losses assumption decreased by 5.0% of loan portfolio	$	(250,000	)
Allowance for loan losses assumption decreased by 10.0% of loan portfolio	$	(500,000	)

Estimating allowances for loan losses requires significant judgment about the underlying collateral, including liquidation value, condition of the collateral, competency and cooperation of the related borrower and specific legal issues that affect loan collections or taking possession of the property. As a commercial real estate lender willing to invest in loans to borrowers who may not meet the credit standards of other financial institutional lenders, the default rate on our loans could be higher than those generally experienced in the mortgage lending industry. We, our manager and MVP Mortgage generally approve loans more quickly than other real estate lenders and, due to our expedited underwriting process, there is a risk that the credit inquiry we perform will not reveal all material facts pertaining to a borrower and the security.

We may discover additional facts and circumstances as we continue our efforts in the collection and foreclosure processes. This additional information often causes management to reassess its estimates. In recent years, we have revised estimates of our allowance for loan losses. Circumstances that may cause significant changes in our estimated allowance include, but are not limited to:

Declines in real estate market conditions that can cause a decrease in expected market value;

Discovery of undisclosed liens for community improvement bonds, easements and delinquent property taxes;

Unanticipated legal or business issues that may arise subsequent to loan origination or upon the sale of foreclosed upon property; and

Appraisals, which are only opinions of value at the time of the appraisal, may not accurately reflect the value of the property.

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Real Estate Owned Held for Sale

Real estate owned held for sale and other real estate owned includes real estate acquired through foreclosure or deed in lieu and will be carried at the lower of the recorded amount, inclusive of any senior indebtedness, or the property’s estimated fair value, less estimated costs to sell, with fair value based on appraisals and knowledge of local market conditions. The carrying values of real estate owned held for sale are assessed on a regular basis from updated appraisals, comparable sales values or purchase offers.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note L – Recent Accounting Pronouncements of the Notes to the Consolidated Financial Statements included in Part I, Item 1 Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

ITEM 4.

CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of the end of the period covered by this report, and they have concluded that these controls and procedures are effective.

(b) Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting during the first quarter of 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Please refer to Note M – Legal Matters Involving the Manager and Note N – Legal Matters Involving the Company of the Notes to the Consolidated Financial Statements included in Part I, Item I Consolidated Financial Statements of this Quarterly Report on Form 10-Q for information regarding our legal proceedings, which are incorporated herein by reference.

ITEM 2.

UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS

None.

The following is a summary of our stock purchases during the three months ended March 31, 2015, as required by Regulation S-K, Item 703.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
January 1, 2015 – January 31, 2015		--	$	--		--	$	395,615
February 1, 2015 – February 28, 2015		--		--		--		395,615
March 1, 2015 – March 31, 2015		--		--		--		395,615
Total		--	$	--		--	$	395,615

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ITEM 6.

EXHIBITS

EXHIBIT INDEX

Exhibit No.		Description of Exhibits
2.1 (2)		Agreement and Plan of Merger between Vestin Fund II, LLC and the Registrant
2.2(5)		Membership Interest Purchase Agreement between VRM I, VRM II and NorthStar Hawaii, LLC
3.1 (1)		Articles of Incorporation of the Registrant
3.2 (1)		Bylaws of the Registrant
3.3 (1)		Form of Articles Supplementary of the Registrant
3.4 (3)		Amendment to Vestin Realty Mortgage II’s Articles of Incorporation, effective December 31, 2007.
3.5 (4)		Amended Articles of Incorporation of the Registrant
4.1 (1)		Reference is made to Exhibits 3.1, 3.2 and 3.3
4.2 (2)		Specimen Common Stock Certificate
4.3 (1)		Form of Rights Certificate
4.4(6)		First Amendment to Rights Agreement, dated as of July 9, 2012, between Registrant and the rights agent
4.5(6)		Second Amendment to Rights Agreement, dated as of July 9, 2012, between Registrant and the rights agent
31.1*		Section 302 Certification of Michael V. Shustek
31.2*		Section 302 Certification of Tracee Gress
32*		Certification Pursuant to 18 U.S.C. Sec. 1350
101*		The following material from the Company's quarterly report on Form 10-Q for the three months ended March 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014, (ii) Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014 (iii) Consolidated Statements of Other Comprehensive Income for the three months ended March 31, 2015 and 2014 (iv) Consolidated Statement of Equity for the three months ended March 31, 2015 and 2014 and 2013 (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and, 2014 (vi) Notes to the Consolidated Financial Statements.

*		Filed concurrently herewith.
(1)		Incorporated herein by reference to Post-Effective Amendment No. 6 to our Form S-4 Registration Statement filed on January 4, 2006 (File No. 333-125121)
(2)		Incorporated herein by reference to Post-Effective Amendment No. 7 to our Form S-4 Registration Statement filed on January 13, 2006 (File No. 333-125121)
(3)		Incorporated herein by reference to the Current Report on Form 8-K filed on January 4, 2008 (File No. 000-51892)
(4)		Incorporated herein by reference to the Annual Report on Form 10-K filed on March 14, 2008 (File No. 000-51892)
(5)		Incorporated herein by reference to the Current Report on Form 8-K/A filed on November 14, 2011 (File No. 000-51892)
(6)		Incorporated herein by reference to the Current Report on Form 8-K filed on July 13, 2012 (File No. 000-51892)

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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.

	Vestin Realty Mortgage II, Inc.

	By:	/s/ Michael V. Shustek
		Michael V. Shustek
		President and Chief Executive Officer
	Date:	May 12, 2015

	By:	/s/ Tracee Gress
		Tracee Gress
		Chief Financial Officer
	Date:	May 12, 2015

Vestin Realty Mortgage II, Inc - FORM 10-Q - May 12, 2015

Attached files

Vestin Realty Mortgage II, Inc Reports