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 September 30, 1997
-----------------------------
OR
[ ] 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 0-18550
NTS MORTGAGE INCOME FUND
(Exact name of registrant as specified in its charter)
Delaware 61-1146077
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10172 Linn Station Road
Louisville, Kentucky 40223
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number,
including area code: (502) 426-4800
Not Applicable
Former name, former address and former fiscal year,
if changed since last report
Indicate by check mark whether the registrant (l) 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, and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
As of November 1, 1997 there were approximately 3,187,000 shares of common stock
outstanding.
<PAGE>
TABLE OF CONTENTS
Pages
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of September 30, 1997 and
December 31, 1996 3
Statements of Income
For the three and nine months ended 4
September 30, 1997 and 1996
Statement of Stockholders' Equity
For the nine months ended September 30, 1997 5
Statements of Cash Flows
For the nine months ended 6
September 30, 1997 and 1996
Notes To Financial Statements 7-15
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16-24
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 25
Item 2. Changes in Securities 25
Item 3. Defaults upon Senior Securities 25
Item 4. Submission of Matters to a Vote of Security Holders 25
Item 5. Other Information 25
Item 6. Exhibits and Reports on Form 8-K 25
Signatures 26
- 2 -
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
NTS MORTGAGE INCOME FUND
BALANCE SHEETS
<CAPTION>
As of As of
September 30, 1997 December 31, 1996*
------------------ -----------------
ASSETS
<S> <C> <C>
Affiliated mortgage loans receivable:
Earning loans $ 56,158,518 $ 63,948,933
Non-earning loans -- 3,838,831
-------------- ------------
56,158,518 67,787,764
Less reserves for loan losses (Note 5) -- 1,500,000
-------------- -----------
Net affiliated mortgage loans
receivable 56,158,518 66,287,764
Investment in joint venture-
affiliate (Note 6) 8,101,373 --
Cash and equivalents 373,738 716,793
Interest receivable - affiliates 1,108,720 1,589,498
Other assets 41,465 151,654
-------------- ------------
Total assets $ 65,783,814 $ 68,745,709
============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 304,273 $ 267,800
Dividends payable -- 175,305
Notes payable - affiliates (Note 7) 4,069,242 4,524,667
Notes payable 9,713,069 14,276,850
Deferred revenues 500 301
-------------- ------------
Total liabilities 14,087,084 19,244,923
-------------- ------------
Commitments and contingencies (Note 10)
Stockholders' equity:
Common stock, $0.001 par value,
6,000,000 shares authorized;
3,187,333 shares issued and
outstanding 3,187 3,187
Additional paid-in-capital 54,163,397 54,163,397
Distributions in excess of net income (2,469,854) (4,665,798)
-------------- -------------
Total stockholders' equity 51,696,730 49,500,786
-------------- ------------
Total liabilities and stockholders'
equity $ 65,783,814 $ 68,745,709
============== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
* Reference is made to the Fund's audited financial statements in the Form
10-K as filed with the Securities and Exchange Commission on March 31, 1997.
- 3 -
<PAGE>
<TABLE>
NTS MORTGAGE INCOME FUND
STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
------ ------ ------ -----
REVENUES:
<S> <C> <C> <C> <C>
Interest income on affiliated
mortgage loans receivable $ 967,896 $ 830,918 $2,617,126 $2,422,573
(Income) loss from investment
in joint venture - affiliate 24,555 -- 24,555 --
Fee income on affiliated
mortgage loans and other
financial services 250 5,389 7,959 19,623
Recovery on provision for
loan losses (Note 5) 1,500,000 -- 1,500,000 --
Interest income on cash
equivalents and miscellaneous
income 7,993 7,476 25,320 17,722
----------- ---------- ----------- ---------
2,451,584 843,783 4,125,850 2,459,918
----------- ---------- ----------- ---------
EXPENSES:
Advisory fee (Note 7) 131,520 136,351 418,950 408,426
Interest expense 319,764 337,155 970,268 1,005,004
Interest expense - affiliates
(Note 7) 88,153 91,293 263,904 176,141
Professional and administrative 72,621 55,488 197,621 149,414
Other taxes and licenses 5,895 6,975 19,010 20,665
Amortization expense 19,233 18,012 53,803 54,038
---------- ---------- ----------- ---------
637,186 645,274 1,923,556 1,813,688
---------- ---------- ----------- ---------
Income before income tax expense 1,814,398 198,509 2,202,294 646,230
Income tax expense (Note 1) (2,650) (1,850) (6,350) (5,550)
---------- ---------- ----------- ----------
Net income $ 1,811,748 $ 196,659 $ 2,195,944 $ 640,680
=========== ========== =========== =========
Net income per share of common
stock $ 0.57 $ 0.06 $ 0.69 $ 0.20
=========== ========== =========== =========
Weighted average number of
shares 3,187,333 3,187,333 3,187,333 3,187,333
=========== ========== =========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 4 -
<PAGE>
<TABLE>
NTS MORTGAGE INCOME FUND
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
<CAPTION>
Common Common Additional Distributions
Stock Stock Paid-in- in Excess of
Shares Amount Capital Net Income Total
------------ ------------ ------------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
Stockholders' equity
December 31, 1996 3,187,333 $ 3,187 $ 54,163,397 $ (4,665,798) $ 49,500,786
Net income -- -- -- 2,195,944 2,195,944
Dividends declared -- -- -- -- --
--------- ------- ----------- ------------- --------------
Stockholders' equity
September 30, 1997 3,187,333 $ 3,187 $ 54,163,397 $ (2,469,854) $ 51,696,730
========= ======= =========== ============= ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 5 -
<PAGE>
<TABLE>
NTS MORTGAGE INCOME FUND
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
1997 1996
------ -----
CASH FLOWS FROM (USED FOR) OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 2,195,944 $ 640,680
Adjustments to reconcile net income to net cash
provided by operating activities:
Accretion of discount on affiliated mortgage loans
receivable (95,932) (110,783)
Income (loss) from investment in joint venture-
affiliate 24,555 --
Recovery on provision for loan losses (1,500,000) --
Amortization expense 53,803 54,038
Changes in assets and liabilities:
Interest receivable - affiliates 480,778 (65,776)
Other assets 16,020 (32,295)
Accounts payable and accrued expenses 36,473 68,876
Deferred commitment fees -- (15,000)
Deferred revenues 199 (2,714)
------------ ----------
Net cash provided by operating activities 1,211,840 537,026
------------ ----------
CASH FLOWS FROM (USED FOR) INVESTING ACTIVITIES
Principal collections on affiliated mortgage loans $ 9,299,287 $ 5,954,633
receivable
Investment in affiliated mortgage loans receivable (5,700,037) (8,301,257)
------------ ----------
Net cash provided by (used for) investing activities 3,599,250 (2,346,624)
------------ ----------
CASH FLOWS FROM (USED FOR) FINANCING ACTIVITIES
Proceeds from notes payable - affiliates $ 1,142,041 $ 2,333,073
Payments on notes payable - affiliates (1,597,466) (454,456)
Proceeds from notes payable 510,913 1,335,618
Payments on notes payable (5,074,694) (1,028,259)
Dividends paid (175,305) (325,111)
Other assets 40,366 (70,825)
------------ ----------
Net cash provided by (used for) financing activities (5,154,145) 1,790,040
------------ ----------
Net increase (decrease) in cash and equivalents $ (343,055) $ (19,558)
CASH AND EQUIVALENTS, beginning of period 716,793 535,687
------------ ----------
CASH AND EQUIVALENTS, end of period $ 373,738 $ 516,129
============ ==========
Noncash Investing Activity:
Principal reduction on affiliated mortgage loan
receivable by investing in a joint venture $ 8,125,928 $ --
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 6 -
<PAGE>
NTS MORTGAGE INCOME FUND
------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
The financial statements and schedules included herein should be read in
conjunction with the Fund's 1996 Annual Report on Form 10-K. In the opinion of
the Fund's management, all adjustments (only consisting of normal recurring
accruals) necessary for a fair presentation have been made to the accompanying
financial statements for the three and nine months ended September 30, 1997 and
1996. The financial statements do not reflect the impact, if any, of the
proposed transactions discussed in Note 7 regarding a letter of intent.
1. Income Taxes
------------
The Fund has to date elected to be treated as a REIT under Internal
Revenue Code Sections 856-860. In order to qualify, the Fund is required
to distribute at least 95% of its taxable income to Stockholders by
February 1 of the following year and meet certain other requirements. The
Fund currently qualifies as a REIT for Federal income tax purposes.
However, as discussed further in Note 7 regarding a letter of intent
between the Fund, NTS Corporation and certain Affiliates which
contemplates restructuring of certain of the Fund's mortgage loans, the
Fund's management is evaluating whether the Fund will be required to
change its tax status from a REIT to a conventional corporation, if such
transaction is completed. If, in fact, the Fund were taxed as a
conventional corporation for the nine months ended September 30, 1997,
the Fund's tax provision would be approximately $288,000.
A reconciliation of net income for financial statement purposes versus
that for income tax reporting for the nine months ended September 30,
1997 is as follows:
Net income (GAAP) $ 2,195,944
Accretion of note discount (95,932)
Recovery on provision for loan losses (1,500,000)
Federal income tax expense 4,200
Letters of credit income 199
----------
Taxable income before dividends paid
deduction $ 604,411
==========
2. Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------
The preparation of financial statements in conformity with Generally
Accepted Accounting Principles 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
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
3. New Accounting Pronouncements
-----------------------------
The Financial Accounting Standards Board recently issued Standard No.
128, Earnings Per Share (FAS 128). The Statement simplifies the standards
for computing earnings per share (EPS) and replaces the presentation of
primary EPS with a presentation of basic EPS. FAS 128 is effective for
financial statements for periods ending after December 15, 1997. The
adoption of FAS 128 is not expected to have any impact on the Fund's
financial statements.
- 7 -
<PAGE>
4. Affiliated Mortgage Loans Receivable, net
-----------------------------------------
The following tables outline the Fund's mortgage loan portfolio at
September 30, 1997. There is currently no readily determinable market
value for the portfolio given its unique and affiliated nature.
Property Pledged Interest Maturity
Borrower as Collateral Rate Date
1) Earning Loans:
Temporary Mortgage
Loan:
NTS/Virginia First mortgage on approximately Prime 01/31/98
Development Company 187 acres of residential land + 1 1/4%
and improvements thereon located
in Fredericksburg, Virginia, known
as the Fawn Lake Country Club golf
course; NTS Guaranty Corporation
guarantees the loan
Mortgage Loans:
NTS/Virginia First mortgage on approximately 17% of 12/31/97
Development Company 2,188 acres of residential land Gross
located in Fredericksburg, Receipts
Virginia, known as Fawn Lake (a)
NTS/Lake Forest First mortgage on approximately 17% of 12/31/97
II Residential 497 acres of residential Gross
Corporation land located in Louisville, Receipts
Kentucky, known as Lake Forest (a)
(a) These Mortgage Loans paid interest at the greater of 17% of Gross
Receipts or 4.42% of the average outstanding loan balance. Effective
07/01/97, these Mortgage Loans are paying interest at the greater of 17%
of Gross Receipts or 5.76% of the average outstanding loan balance.
- 8 -
<PAGE>
4. Affiliated Mortgage Loans Receivable, net - Continued
-----------------------------------------------------
<TABLE>
<CAPTION>
Total Balance Interest
Senior Outstanding Commitment Receivable
Liens At Face Amount At Fees At
Borrower 09/30/97 At 09/30/97 09/30/97(b) Received 09/30/97
1) Earning
Loans:
Temporary
Mortgage Loan:
<S> <C> <C> <C> <C> <C>
NTS/Virginia $2,499,503 $ 2,500,000 $ 2,499,532 $ 26,250 $ --
Development
Company
Mortgage Loans:
NTS/Virginia -- 31,000,000 30,175,175 200,000 909,246
Development (c)
Company
NTS/Lake Forest 4,000,000 28,000,000 23,483,811 250,000 199,474
II Residential (d) (e)
Corporation
----------- ----------- ----------- ----------
Total Earning
Loans $61,500,000 $56,158,518 $ 476,250 $1,108,720
=========== =========== =========== ==========
<FN>
(b) The carrying amount of the mortgage loans receivable at September 30,
1997 is net of any unamortized commitment fees.
(c) NTS Guaranty Corporation guarantees up to $2,000,000 of outstanding
debt exceeding $18 million.
(d) Senior lien applies to approximately 176 acres securing the first
mortgage which are subordinated to an unaffiliated lender. The Fund
guarantees this senior lien.
(e) NTS Guaranty Corporation guarantees up to $2,416,500 of outstanding
debt exceeding $22 million.
</FN>
</TABLE>
- 9 -
<PAGE>
5. Reserves for Loan Losses
------------------------
Reserves for loan losses are based on management's evaluation of the
borrower's ability to meet its obligation as well as current and future
economic conditions. Reserves are based on estimates and ultimate
losses could differ materially from the amounts assumed in arriving at
the reserve for possible loan losses reported in the financial
statements. These estimates are reviewed periodically and, as
adjustments become necessary, they are reported in earnings in the
period in which they become known. On a regular basis, management
reviews each mortgage loan in the Fund's portfolio including an
assessment of the recoverability of the individual mortgage loans.
Certain of the Fund's mortgage loans are guaranteed by NTS Guaranty
Corporation, an Affiliate of the Fund's Sponsor (see Note 9). The Fund
has not considered this guarantee when determining future cash flows
and loan loss reserves.
The Fund had previously established a $1,500,000 loan loss reserve
regarding a Temporary Mortgage Loan to the Orlando Lake Forest Joint
Venture. As of September 30, 1997, the Fund has received 100% of the
amount due on this loan and has determined the loan loss reserve is no
longer needed.
6. Investment in Joint Venture - Affiliate
---------------------------------------
In September 1997, the Fund entered into an Amended and Restated Joint
Venture Agreement evidencing the Fund's admission as a partner in the
Orlando Lake Forest Joint Venture (the Joint Venture) effective as of
August 16, 1997. The other partners in the Joint Venture are Orlando
Lake Forest, Inc., Orlando Capital Corporation and OLF II Corporation,
all of whom are Affiliates of and are under common control with NTS
Corporation, the Fund's Sponsor. The Joint Venture will continue to
operate under its current legal name as the Orlando Lake Forest Joint
Venture.
The Joint Venture owns the Orlando Lake Forest project, a single family
residential community located in Seminole County, Florida (near
Orlando) consisting of approximately 360 acres of residential land and
improvements and approximately 20 acres of commercial land. The Joint
Venture will continue to own and develop the Orlando Lake Forest
project.
The Fund contributed to the Joint Venture as a capital contribution its
interest in the principal and interest of the first mortgage loan on
the Orlando Lake Forest project, and obtained a 50% interest in the
Joint Venture. The NTS entities named above hold cumulatively the
remaining 50% interest in the Joint Venture.
The net income or net loss of the joint venture is allocated based on
the respective partner's percentage interest, as defined in the joint
venture agreement. As of September 30, 1997, the Fund's percentage
interest was 50%, and the Fund's share of the joint venture's net
operating loss from August 16, 1997 (when the Fund was admitted as a
partner) through September 30, 1997 was $24,555.
- 10 -
<PAGE>
7. Related Party Transactions
--------------------------
In addition to the Affiliated Mortgage Loans and Joint Venture discussed
in Notes 4 and 6 to the Fund's financial statements, the Fund had the
following related party transactions.
As of September 30, 1997, the Sponsor (NTS Corporation) or an Affiliate
owned approximately 96,468 Shares of the Fund.
Pursuant to the Advisory Agreement, the Fund will pay the Advisor (NTS
Advisory Corporation) a Management Expense Allowance (Advisory Fee)
relating to services performed for the Fund in an amount equal to 1% of
the Fund's Net Assets, per annum, which may be increased annually by an
amount corresponding to the percentage increase in the Consumer Price
Index. Effective July 1, 1994, the Fund's Mortgage Loans to Fawn Lake and
Lake Forest were converted to cash flow mortgage loans. As part of the
consideration for this restructuring, the Fund's Board of Directors
required, among other things, that beginning in 1995, NTS Advisory
Corporation pay $100,000 annually towards the expenses of the Fund until
the maturity of the Mortgage Loans. As such, the Advisory Fee has been
reduced $75,000 for each of the nine month periods ended September 30,
1997 and 1996. The net Advisory Fee for the nine months ended September
30, 1997 and 1996 was $418,950 and $408,426, respectively. The Advisory
Fee has been reduced $25,000 for each of the three month periods ended
September 30, 1997 and 1996. The net Advisory Fee for the three months
ended September 30, 1997 and 1996 was $131,520 and $136,351, respectively.
The Fund has received advances from Affiliates of the Fund's Sponsor net
of repayments totalling $4,069,242 and $4,524,667 as of September 30, 1997
and December 31, 1996, respectively. The advances bear interest at
approximately the Prime Rate and mature as follows: $1,824,000 on March
31, 1999, $1,124,158 on May 1, 1999 and $1,121,084 is due on demand.
Interest expense to the Affiliates was $88,153 and $91,293 for the three
months ended September 30, 1997 and 1996, and $263,904 and $176,141 for
the nine months ended September 30, 1997 and 1996, respectively.
On February 12, 1997, the Fund entered into a letter of intent (the Letter
of Intent) with NTS Corporation and its Affiliates, NTS Development
Company, Fawn Lake, and Lake Forest regarding the Fund's loans to Fawn
Lake and Lake Forest. The Letter of Intent provided for, among other
things, a restructuring of the Fund's loans to Fawn Lake and Lake Forest.
The Letter of Intent contemplates that ownership of the properties will be
transferred to the Fund, which expects to continue the development to
completion of such properties and ultimately, their orderly sale.
The parties to the Letter of Intent agreed to consider a general
restructuring of the relationship among the Fund, NTS Corporation and its
various Affiliates. The Fund has not yet determined the method by which it
will acquire control of the Fawn Lake and Lake Forest projects.
Generally Accepted Accounting Principles require that transactions as
contemplated by the Letter of Intent be recorded at the lesser of the
carrying amount of the Mortgage Loan or its fair market value. Management
cannot determine at this time whether or not such transactions, if
completed, will result in a loss. In addition, if the ownership of the
properties is transferred to the Fund, the Fund's management is evaluating
whether, in connection with the ongoing development of the projects, the
Fund will be required to change its tax status from a Real Estate
Investment Trust to a conventional corporation. If, in fact, the Fund were
taxed as a conventional corporation for the nine months ended September
30, 1997, the Fund's tax provision would be approximately $288,000.
- 11 -
<PAGE>
7. Related Party Transactions - Continued
--------------------------------------
The Fund, as owner of the Fawn Lake and Lake Forest projects, expects that
it will continue development of the projects and the orderly sale of lots,
golf course memberships and ancillary services through sell-out, as well
as the sale of the Fawn Lake Country Club when appropriate. As owner, the
Fund will be responsible for continuing development, operations and
marketing costs through the remaining lives of the projects, and it may be
necessary for the Fund to borrow additional funds to complete the
development. While the Fund believes that such funds will be more readily
available if it owns the projects, it is not certain that the Fund will be
able to borrow the funds necessary to complete the projects. The Letter of
Intent also contemplates that NTS Development Company, or another
subsidiary or affiliate of NTS Corporation (the "Manager"), will enter
into a management agreement (the "Management Agreement") with the Fund
pursuant to which the Manager will, as authorized agent for the Fund,
provide exclusive management, development, marketing and sales efforts and
personnel to the Fund, and take all other actions necessary to manage the
development of the projects to completion and the sale of lots, golf
memberships, ancillary services and the Fawn Lake Country Club. The terms
of the Management Agreement have not yet been finalized. The parties to
the Letter of Intent are presently negotiating the definitive agreements
contemplated by the Letter of Intent but have not yet agreed on final
terms.
8. Notes Payable
-------------
Notes payable consist of the following:
September 30, December 31,
1997 1996
------------ ------------
Note payable to a bank in the amount
of $13,800,000, bearing interest at the
Prime Rate plus 1%, payable monthly, due
December 27, 1997, secured by a
collateral assignment of the Fund's
mortgages on Lake Forest and Fawn Lake,
guaranteed by Mr. J. D. Nichols,
Chairman of the Board of the Fund's
Sponsor $ 7,213,566 $12,278,000
Note payable to a bank in the amount of
$2,500,000, bearing interest at the
Prime Rate plus 1 1/4%, payable monthly,
due January 31, 1998, secured by
approximately 187 acres of residential
land and improvements thereon, known as
the Fawn Lake Coutnry Club golf course,
guaranteed by Mr. J. D. Nichols, Chairman
of the Board of the Fund's Sponsor 2,499,503 1,998,850
----------- ----------
$ 9,713,069 $14,276,850
=========== ==========
The Prime Rate was 8 1/2% and 8 1/4% at September 30, 1997 and December 31,
1996, respectively.
Based on the borrowing rates currently available to the Fund for bank loans
with similar terms and average maturities, the fair value of the above debt
instruments approximates the carrying value.
- 12 -
<PAGE>
8. Notes Payable - Continued
-------------------------
The Fund's Sponsor is working with several lenders, including the Fund's
existing creditors, to refinance the Fund's debt which will mature within
the next twelve months. While the Fund's management can provide no assurance
that these negotiations will be successful, it is their belief that, based
upon discussions with the various lenders, such refinancing will be
accomplished prior to the respective maturity dates.
9. Guaranties to the Fund
----------------------
NTS Guaranty Corporation (the Guarantor), an Affiliate of the Fund's
Sponsor, has provided the following guaranties to the Fund:
Junior Mortgage Loan Guaranty
-----------------------------
The Guarantor guarantees the payment to the Fund, on a timely basis, of the
Principal (as defined in the Prospectus) of all Junior Mortgage Loans and
Temporary Mortgage Loans made by the Fund to Affiliated Borrowers. The
Guarantor's obligation is limited to the Principal balance outstanding on
the Junior Mortgage Loan or Temporary Mortgage Loan and does not include the
Interest Reserve, as defined in the Prospectus. This guaranty will not apply
to Junior Mortgage Loans or Temporary Loans made to Non-Affiliated
Borrowers.
Purchase Price Guaranty
-----------------------
The Guarantor has guaranteed that investors of the Fund will receive, over
the life of the Fund, aggregate distributions from the Fund (from all
sources) in an amount at least equal to their Original Capital
Contributions, as defined in the Prospectus.
The liability of the Guarantor under the above guaranties is expressly
limited to its assets and its ability to draw upon a $10 million demand note
receivable from Mr. J. D. Nichols, Chairman of the Board of Directors of the
Fund's Sponsor. There can be no assurance that Mr. Nichols will, if called
upon, be able to honor his obligation to the Guarantor. In addition, Mr.
Nichols' ability to make any payments to the Guarantor pursuant to the $10
million demand note may be affected by additional liabilities and
obligations that he has or may incur.
There are no limitations on Mr. Nichols' ability to incur liabilities or
obligations in the future. The total amounts guaranteed by the Guarantor are
in excess of its net worth, and there is no assurance that the Guarantor
will be able to satisfy its obligation under these guaranties. The Guarantor
may in the future provide guaranties for other Affiliates of the Fund.
10. Commitments and Contingencies
-----------------------------
The Fund has commitments to extend credit made in the normal course of
business that are not reflected in the financial statements. At September
30, 1997, the Fund had outstanding funding commitments under standby letters
of credit or surety bonds aggregating $571,597: Orlando Lake Forest Joint
Venture $91,921; NTS/Virginia Development Co. $479,676. Committed
undisbursed loans were approximately $4.3 million at September 30, 1997.
The Fund, together with, inter alia, the other partners in the Orlando Lake
Forest Joint Venture, is a guarantor on a $5.6 million revolving development
line of credit between the Orlando Lake Forest Joint Venture and an
unaffiliated bank. The outstanding balance on the loan was $3,512,991 as of
September 30, 1997.
- 13 -
<PAGE>
11. Supplemental Financial Information
----------------------------------
The Fund has invested in various temporary investments and mortgage loans
(see Note 4). The following presents condensed financial information with
respect to Affiliated Borrowers whose loan balance as of September 30, 1997
represents a substantial concentration of the Fund's assets.
<TABLE>
<CAPTION>
NTS/Lake Forest II Residential Corporation
- ------------------------------------------
September 30, December 31,
1997 1996
-------------- ---------------
Balance Sheets
- --------------
<S> <C> <C>
Notes receivable $ 740,734 $ 789,303
Inventory 28,436,815 29,870,625
Other, net 2,023,662 2,506,190
-------------- ---------------
Total assets $ 31,201,211 $ 33,166,118
============== ===============
Notes payable $ 28,608,129 $ 31,349,964
Other liabilities,net 2,585,129 1,650,968
Equity 7,953 165,186
-------------- ---------------
Total liabilities and
equity $ 31,201,211 $ 33,166,118
============== ===============
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
---------------- --------------- ---------------- -------------------
Statements of Operations
- ------------------------<S> <C> <C> <C> <C>
Lot sales $ 1,609,222 $ 866,811 $ 4,145,148 $ 2,259,257
Cost of sales (1,215,410) (654,006) (3,116,981) (1,677,647)
Other income
(expense), net (501,934) (305,623) (1,185,400) (817,326)
---------------- --------------- ---------------- -----------------
Net income (loss) $ (108,122) $ (92,818) $ (157,233) $ (235,716)
================ =============== ================ =================
</TABLE>
<TABLE>
<CAPTION>
NTS/Virginia Development Company
- --------------------------------
September 30, December 31,
1997 1996
--------------- ---------------
Balance Sheets
- --------------
<S> <C> <C>
Notes receivable $ 3,248,780 $ 4,150,515
Inventory 34,146,810 32,768,228
Other, net 964,670 997,969
--------------- ---------------
Total assets $ 38,360,260 37,916,712
=============== ===============
Notes payable $ 35,758,615 $ 35,245,593
Other liabilities,
net 2,753,942 2,361,741
Equity (152,297) 309,378
--------------- ---------------
Total liabilities
and equity $ 38,360,260 $ 37,916,712
=============== ===============
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
---------------- ---------------- ----------------- ------------------
Statements of Operations
- ------------------------
<S> <C> <C> <C> <C>
Lot sales $ 148,000 $ 1,207,039 $ 1,149,000 $ 2,461,753
Cost of sales (94,070) (760,853) (730,975) (1,570,216)
Other income
(expense), net (308,172) (400,325) (879,700) (1,092,402)
---------------- ---------------- ----------------- -----------------
Net income (loss) $ (254,242) $ 45,861 $ (461,675) $ (200,865)
================ ================ ================= =================
</TABLE>
- 14 -
<PAGE>
11. Supplemental Financial Information - Continued
----------------------------------------------
NTS Guaranty Corporation has provided material guaranties to the Fund. The
following presents condensed financial information for NTS Guaranty
Corporation.
September 30, December 31,
1997 1996
-------------- --------------
Cash $ 100 $ 100
============== ==============
Common stock and paid-in-capital $ 10,000,100 $ 10,000,100
Note receivable from stockholder (10,000,000) (10,000,000)
-------------- --------------
Equity $ 100 $ 100
============== ==============
- 15 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
The NTS Mortgage Income Fund (the "Fund") was formed September 26, 1988 to
operate as a real estate investment trust (REIT) under the Internal Revenue Code
of 1986, as amended. The Fund commenced an offering to the public on March 31,
1989 and was authorized to sell up to 2,500,000 shares of common stock at $20.00
per share (subject to an increase to 5,000,000 shares at the option of the
Fund). Approximately 3,187,000 shares were sold representing approximately $64
million in sales and approximately $9.5 million in selling expenses and other
offering costs. The net offering proceeds remaining, after payment of brokerage
commissions, organizational expenses and other costs, have been used to make
Mortgage Loans and Temporary Investments and such other investments as permitted
by the Fund's Prospectus. Capitalized terms shall have the meaning ascribed in
the "Glossary" on pages 75 to 81 of the Fund's Prospectus, which is filed
herewith and incorporated by reference.
Liquidity and Capital Resources
- -------------------------------
The Fund's primary investment strategy has been to make investments in Mortgage
Loans. As of September 30, 1997, the Fund had commitments outstanding for
Mortgage Loans aggregating $58,000,000 of which approximately $53,660,000 had
been funded. Also, the Fund has invested in Temporary Investments totalling
approximately $2,500,000 as of September 30, 1997. Reference is made to Note 4
of the Notes to Financial Statements for further information regarding the
Fund's investments as of September 30, 1997.
The Fawn Lake project is a single-family residential community owned by
NTS/Virginia Development Company, an Affiliated Borrower. Fawn Lake is
encumbered by the following notes:
A Mortgage Loan from the Fund in the amount of $31,000,000 (with an
outstanding balance of $30,175,175 as of September 30, 1997) to fund the
development of the Fawn Lake project, a specified investment. The loan is
secured by a first mortgage on approximately 2,188 acres of residential
land and improvements thereon located in Fredericksburg, Virginia. The loan
bears interest at an annualized rate equal to the greater of 17% of Gross
Receipts or 5.76% of the average outstanding loan balance and matures
December 31, 1997.
A Temporary Mortgage Loan from the Fund in the amount of $2,500,000 (with
an outstanding balance of $2,499,532 as of September 30, 1997) to fund the
construction of the Fawn Lake Country Club golf course. The loan bears
interest at the Prime Rate plus 1 1/4 %, payable monthly, and matures
January 31, 1998. The loan is secured by a first mortgage on approximately
187 acres of residential land and improvements thereon. The Principal
balance outstanding of the Temporary Mortgage Loan is guaranteed by NTS
Guaranty Corporation pursuant to the Fund's Junior Mortgage Loan Guaranty.
The Lake Forest project is a single-family residential community owned by
NTS/Lake Forest II Residential Corporation, an Affiliated Borrower. Lake
Forest is encumbered by the following notes:
A note payable with an unaffiliated bank in the amount of $4,000,000 (with
an outstanding balance of $4,000,000 as of September 30, 1997) which is
secured by a first mortgage on the Lake Forest Country Club golf course
(approximately 176 acres of land and improvements thereon). The Fund has
subordinated its Mortgage Loan regarding the 176 acres until the
unaffiliated bank note is paid in full. The note bears interest at the
Prime Rate plus 1 1/2 %, payable monthly, and matures August 22, 2002. The
loan is guaranteed by the Fund.
- 16 -
<PAGE>
Liquidity and Capital Resources - Continued
- -------------------------------------------
A Mortgage Loan from the Fund in the amount of $28,000,000 (with an
outstanding balance of $23,483,811 as of September 30, 1997) to fund the
development of the Lake Forest project, a specified investment. The loan
bears interest at an annualized rate equal to the greater of 17% of Gross
Receipts or 5.76% of the average outstanding loan balance and matures
December 31, 1997. The loan is secured by a first mortgage on approximately
497 acres of residential land and improvements thereon located in
Louisville, Kentucky of which approximately 176 acres have been
subordinated regarding the loan discussed above.
On February 21, 1997, the Fund's Board of Directors approved an increase in the
loan commitment amount to Fawn Lake from $30,000,000 to $31,000,000. The purpose
of the increase is to pay ongoing development costs.
On June 19, 1997, the Fund's Board of Directors approved an extension of the
maturity date of the Fawn Lake and Lake Forest Mortage Loans to December 31,
1997. In addition, the interest rate was changed to the greater of 17% of Gross
Receipts or 5.76% of the average outstanding loan balance effective July 1,
1997.
On February 12, 1997, the Fund entered into a letter of intent (the Letter of
Intent) with NTS Corporation and its Affiliates, NTS Development Company, Fawn
Lake, and Lake Forest regarding the Fund's loans to Fawn Lake and Lake Forest.
The Letter of Intent provided for, among other things, a restructuring of the
Fund's loans to Fawn Lake and Lake Forest. The Letter of Intent contemplates
that ownership of the properties will be transferred to the Fund, which expects
to continue the development to completion of such properties and ultimately,
their orderly sale.
The parties to the Letter of Intent agreed to consider a general restructuring
of the relationship among the Fund, NTS Corporation and its various Affiliates.
The Fund has not yet determined the method by which it will acquire control of
the Fawn Lake and Lake Forest projects.
Generally Accepted Accounting Principles require that transactions as
contemplated by the Letter of Intent be recorded at the lesser of the carrying
amount of the Mortgage Loan or its fair market value. Management cannot
determine at this time whether or not such transactions, if completed, will
result in a loss. In addition, if the ownership of the properties is transferred
to the Fund, the Fund's management is evaluating whether, in connection with the
ongoing development of the projects, the Fund will be required to change its tax
status from a Real Estate Investment Trust to a conventional corporation. If, in
fact, the Fund were taxed as a conventional corporation for the nine months
ended September 30, 1997, the Fund's tax provision would be approximately
$288,000.
The Fund, as owner of the Fawn Lake and Lake Forest projects, expects that it
will continue development of the projects and the orderly sale of lots, golf
course memberships and ancillary services through sell-out, as well as the sale
of the Fawn Lake Country Club, when appropriate. As owner, the Fund will be
responsible for continuing development, operations and marketing costs through
the remaining lives of the projects, and it may be necessary for the Fund to
borrow additional funds to complete the development. While the Fund believes
that such funds will be more readily available if it owns the projects, it is
not certain that the Fund will be able to borrow the funds necessary to complete
the projects.
- 17 -
<PAGE>
Liquidity and Capital Resources - Continued
- -------------------------------------------
The Letter of Intent also contemplates that NTS Development Company, or another
subsidiary or affiliate of NTS Corporation (the "Manager"), will enter into a
management agreement (the "Management Agreement") with the Fund pursuant to
which the Manager will, as authorized agent for the Fund, provide exclusive
management, development, marketing and sales efforts and personnel to the Fund,
and take all other actions necessary to manage the development of the projects
to completion and the sale of lots, golf memberships, ancillary services and the
Fawn Lake Country Club. The terms of the Management Agreement have not yet been
finalized. The parties to the Letter of Intent are presently negotiating the
definitive agreements contemplated by the Letter of Intent but have not yet
agreed on final terms.
In September 1997, the Fund entered into an Amended and Restated Joint Venture
Agreement evidencing the Fund's admission as a partner in the Orlando Lake
Forest Joint Venture (the Joint Venture) effective as of August 16, 1997. The
other partners in the Joint Venture are Orlando Lake Forest, Inc., Orlando
Capital Corporation and OLF II Corporation, all of whom are Affiliates of and
are under common control with NTS Corporation, the Fund's Sponsor. The Joint
Venture will continue to operate under its current legal name as the Orlando
Lake Forest Joint Venture.
The Joint Venture owns the Orlando Lake Forest project, a single family
residential community located in Seminole County, Florida (near Orlando)
consisting of approximately 360 acres of residential land and improvements and
approximately 20 acres of commercial land. The Joint Venture will continue to
own and develop the Orlando Lake Forest project.
The Fund contributed to the Joint Venture as a capital contribution its interest
in the principal and interest of the first mortgage loan on the Orlando Lake
Forest project, and obtained a 50% interest in the Joint Venture. The NTS
entities named above hold cumulatively the remaining 50% interest in the Joint
Venture.
The net income or net loss of the joint venture is allocated based on the
respective partner's percentage interest, as defined in the joint venture
agreement. As of September 30, 1997, the Fund's percentage interest was 50%, and
the Fund's share of the joint venture's net operating loss from August 16, 1997
(when the Fund was admitted as a partner) through September 30, 1997 was
$24,555.
On September 30, 1997, the principal balance outstanding on the Fund's Temporary
Mortgage Loan to the Orlando Lake Forest Joint Venture was paid in full.
On January 10, 1995, the Fund entered into a loan agreement with an unaffiliated
bank providing for a credit facility of up to $13.8 million secured by a
collateral assignment of the Fund's mortgages to Lake Forest and Fawn Lake. The
purpose of the loan was to refinance the Fund's then existing credit facility,
increase the Fund's investment portfolio and provide additional operating
capital for the Fund. The loan bears interest at the Prime Rate plus 1%, payable
monthly, and matures December 27, 1997. The Fund's Sponsor is working with
several lenders, including the existing creditor, to refinance the debt. The
Fund made principal payments on the loan equal to $13,500 per lot from lot sales
at Lake Forest and $1,000 per lot from lot sales at Fawn Lake during 1996. The
Fund made principal payments on the loan equal to $27,500 per lot from lot sales
at Lake Forest and $1,000 per lot from lot sales at Fawn Lake during 1997 until
the maximum required principal paydown of $1,803,250 was met. In addition, the
Fund made a $3,319,934 principal paydown using proceeds received from the
Orlando Lake Forest Joint Venture. The loan is guaranteed by Mr. J. D. Nichols,
Chairman of the Board of the Fund's Sponsor. The loan balance was $7,213,566 at
September 30, 1997.
- 18 -
<PAGE>
Liquidity and Capital Resources - Continued
- -------------------------------------------
In the fourth quarter of 1995, the Fund entered into a loan agreement with an
unaffiliated bank for $2,000,000 secured by a collateral assignment of the
Fund's mortgage to Fawn Lake regarding approximately 187 acres of residential
land and improvements known as the Fawn Lake Country Club golf course. The
purpose of the loan was to fund the remaining construction of the Fawn Lake Golf
Course, which was completed in 1996. The loan bears interest at the Prime Rate
plus 3/4%, payable monthly. In February 1997, the loan was increased to
$2,500,000. The maturity date was extended to July 31, 1997 and subsequently
extended to January 31, 1998. The loan is guaranteed by Mr. J. D. Nichols,
Chairman of the Board of the Fund's Sponsor. The loan balance was $2,499,503 at
September 30, 1997.
The Fund has received advances from Affiliates of the Fund's Sponsor net of
repayments totalling $4,069,242 as of September 30, 1997. The advances had been
at various rates averaging approximately 5.75% and matured April 15, 1996. On
April 15, 1996, the interest rate on all borrowings from Affiliates of the
Fund's Sponsor increased to the Prime Rate. The maturity date on $1,824,000 of
borrowings from Affiliates is March 31, 1999 and $1,121,084 of the advances are
due on demand. In February 1997, the maturity date on $1,124,158 of the Fund's
current borrowings was extended to May 1, 1999 and the interest rate was changed
to the Prime Rate plus 3/4%. In addition, the Fund is making principal payments
on the advances equal to $3,000 per lot from lot sales at Fawn Lake, Lake Forest
and the Orlando Project from April 15, 1996 through March 31, 1997; $5,000 per
lot from April 1, 1997 through March 1, 1998; and $7,500 per lot from April 1,
1998 through March 31, 1999. Interest paid to the Affiliates was $88,153 and
$91,293 for the three months ended September 30, 1997 and 1996, respectively.
Interest paid to the Affiliates for the nine months ended September 30, 1997 and
1996 was $263,904 and $176,141 respectively. The advances were made to meet the
development plans of the projects to which the Fund has outstanding loans.
During the nine months ended September 30, 1997, the Fund received repayment on
three mortgage loans and two temporary investments in the aggregate principal
amount of $9,299,287. Repayments on mortgage loans are generally equal to
approximately 83% of the Gross Receipts received on lot sales less closing
costs. The Fund made investments in three mortgage loans and one temporary
investment in the aggregate principal amount of $5,700,037.
During the nine months ended September 30, 1996, the Fund received repayment on
four mortgage loans and two temporary investment in the aggregate principal
amount of $5,954,633. The Fund made investments in three mortgage loans and one
temporary investment in the aggregate principal amount of $8,301,257.
During the nine months ended September 30, 1997, the Fund borrowed $510,913 on
its credit facilities. The Fund repaid $5,074,694 of its borrowings using
proceeds from loan repayments made by NTS/Lake Forest II Residential
Corporation, Orlando Lake Forest Joint Venture and NTS/Virginia Development
Company.
During the nine months ended September 30, 1997, the Fund borrowed $1,142,041
from an Affiliate of the Fund's Sponsor. The Fund repaid $1,597,466 of its
borrowings from Affiliates using proceeds from loan repayments made by NTS/Lake
Forest II Residential Corporation, Orlando Lake Forest Joint Venture, and
NTS/Virginia Development Company.
- 19 -
<PAGE>
Liquidity and Capital Resources - Continued
- -------------------------------------------
During the nine months ended September 30, 1996, the Fund borrowed $1,335,618 on
its credit facilities. The Fund repaid $1,028,259 of its borrowings from loan
repayments made by NTS/Lake Forest II Residential Corporation and NTS/Virginia
Development Company.
During the nine months ended September 30, 1996, the Fund borrowed $2,333,073
from an Affiliate of the Fund's Sponsor. The Fund repaid $454,456 of its
borrowings from Affiliates using proceeds from loan repayments made by NTS/Lake
Forest II Residential Corporation, Orlando Lake Forest Joint Venture and
NTS/Virginia Development Company.
The Fund intends to maintain a working capital reserve equal to 1% of the gross
proceeds received from the Fund's original public offering. The Fund may alter
the percentage of such reserves if deemed necessary. As of September 30, 1997,
the Fund had cash and equivalents of approximately $370,000.
The Fund's primary source of liquidity has been from the interest earned on the
Mortgage Loans and on the Temporary Investments. It is expected that this will
continue to be a primary source of future liquidity until the consummation of
the transactions contemplated in the Letter of Intent, as discussed on pages 17
and 18, if such transactions are completed. The ability of the Fund to receive
interest on the Mortgage Loans depends on the level of residential lot closings
achieved by the properties which collateralize the loans. In addition, the Fund
is continuing to focus on cash management and is pursuing financing sources in
an attempt to provide sufficient resources to fund the needs of the projects to
which it has outstanding loans. The Fund's Sponsor is also working with several
lenders, including the Fund's existing creditors, to refinance the Fund's debt
which will mature within the next twelve months. While management can provide no
assurance that these negotiations will be successful, it is their belief that,
based upon discussions with the various lenders, such financing will be
accomplished prior to the respective maturity dates.
The continued cash needs of the projects to which the Fund has outstanding loans
may significantly reduce the Fund's cash flows. Therefore, the Fund's Board of
Directors has determined to terminate the Fund's quarterly distributions for the
foreseeable future effective as of the first quarter of 1997. However, the
Fund's cash and cash equivalents are expected to be sufficient to meet its
anticipated needs for liquidity and capital resources.
Results of Operations
- ---------------------
Net income using Generally Accepted Accounting Principles (GAAP) was $1,811,748
and $196,659 and using tax-reporting accounting (TRA) was $293,811 and $155,314
for the three months ended September 30, 1997 and 1996 respectively. Net income
using GAAP was $2,195,944 and $640,680 and using TRA was $604,411 and $360,618
for the nine months ended September 30, 1997 and 1996, respectively. The
difference between GAAP income and TRA income was due primarily to the treatment
of loan discount accretion, loan commitment fee income, letters of credit income
and provision for loan losses. GAAP requires that discounts on mortgage loan
receivables be recognized as an adjustment to yield over the estimated life of
the loan; for tax purposes the discount is recognized as income when received.
GAAP requires that loan commitment fee income be recognized as income over the
term of the related loans; for tax purposes the fees are recognized as income
when received. GAAP requires that income received from letters of
- 20 -
<PAGE>
Results of Operations - Continued
- ----------------------------------
credit be recognized on a straight-line basis over the term of the letter of
credit (typically one year); for tax purposes, this income is recognized as
income when received. For GAAP purposes, a provision for loan losses is
recognized when the fair value of the asset is less than the carrying value of
the asset, and the provision is reversed if the fair value of the asset should
subsequently become greater that the carrying value of the asset; for tax
purposes, a provision for loan losses is allowed when the debt becomes worthless
within the taxable year. TRA income is used in applying the REIT-qualifying test
that requires 95% of taxable income to be paid out in dividends. (See Note 1 to
Notes to Financial Statements).
Cash provided by operations was $1,211,840 and $537,026 and dividends declared
were $-0- and $430,295 for the nine months ended September 30, 1997 and 1996,
respectively. Total dividends declared provided Stockholders with an annualized
return of 0.90% for the nine months ended September 30, 1996.
The increase in interest income on mortgage loans receivable for the three
months and nine months ended September 30, 1997 over the comparable period in
1996 is due to a combination of an increase in the average outstanding balances
of the earning loans and an increase in the average rate of interest earned on
the loans. The average outstanding balances of the earning loans increased from
approximately $62,600,000 for the nine months ended September 30, 1996 to
$63,600,000 for the nine months ended September 30, 1997. The average rate of
interest earned by the Fund increased from approximately 5% in 1996 to
approximately 5.5% in 1997.
In September 1997, the Fund entered into an Amended and Restated Joint Venture
Agreement evidencing the Fund's admission as a partner in the Orlando Lake
Forest Joint Venture (the Joint Venture) effective as of August 16, 1997. The
other partners in the Joint Venture are Orlando Lake Forest, Inc., Orlando
Capital Corporation and OLF II Corporation, all of whom are Affiliates of and
are under common control with NTS Corporation, the Fund's Sponsor. The Joint
Venture will continue to operate under its current legal name as the Orlando
Lake Forest Joint Venture.
The Joint Venture owns the Orlando Lake Forest project, a single family
residential community located in Seminole County, Florida (near Orlando)
consisting of approximately 360 acres of residential land and improvements and
approximately 20 acres of commercial land. The Joint Venture will continue to
own and develop the Orlando Lake Forest project.
The Fund contributed to the Joint Venture as a capital contribution its interest
in the principal and interest of the first mortgage loan on the Orlando Lake
Forest project, and obtained a 50% interest in the Joint Venture. The NTS
entities named above hold cumulatively the remaining 50% interest in the Joint
Venture.
The net income or net loss of the joint venture is allocated based on the
respective partner's percentage interest, as defined in the joint venture
agreement. As of September 30, 1997, the Fund's percentage interest was 50%, and
the Fund's share of the joint venture's net operating loss from August 16, 1997
(when the Fund was admitted as a partner) through September 30, 1997 was
$24,555.
Commitment fees paid at loan closings were amortized over the life of the loan
using the interest method. Letter of credit fees are amortized over the term of
the letter of credit. Fee income on mortgage loans and other financial services
is the amount of commitment fees and letter of credit fees being amortized for
the period. Fee income is comparable between periods.
- 21 -
<PAGE>
Results of Operations - Continued
- ---------------------------------
The Fund had previously established a $1,500,000 loan loss reserve regarding a
Temporary Mortgage Loan to the Orlando Lake Forest Joint Venture. As of
September 30, 1997, the Fund has received 100% of the amount due on this loan
and has determined the loan loss reserve is no longer needed.
In addition to Regular Interest, the Fund may receive Incentive Interest in
connection with Mortgage Loans made to Affiliated Borrowers secured by
properties not held for sale in the ordinary course of the Affiliated Borrower's
business; except that in certain cases the Fund may forego Incentive Interest in
order to maintain compliance with REIT qualification requirements and may
instead either seek additional Points or Regular
Interest or will seek to obtain Gross Receipts Interest. The Fund does not
anticipate receiving Incentive Interest and Gross Receipts Interest on the same
Mortgage Loan. The amount of Incentive Interest which the Fund will receive from
Affiliated Borrowers will be equal to a specified percentage of the "Increase in
Value" of the underlying property securing the Mortgage Loan, which Increase in
Value occurred during the period beginning from the date that the Mortgage Loan
was funded and ending upon the repayment of the Mortgage Loan at maturity or
upon the Sale or Refinancing of the underlying property excluding a sale or
transfer to an Affiliate, so long as the Fund retains an interest in the
property subsequent to the sale or transfer. No Incentive Interest has been
included in revenues for either the three or nine months ended September 30,
1997 and 1996.
The Fund's by-laws provide that annual operating expenses of the Fund may not
exceed in any year the greater of (i) 2% of the Funds average invested assets
during such year or (ii) 25% of the Fund's taxable income during such year. The
Advisor must reimburse the Fund within 60 days after the end of the year the
amount by which the aggregate annual Operating Expenses paid or incurred by the
Fund exceed the foregoing limitations, unless the Board of Directors approves
expenses in excess of such limitations. No reimbursement was required for either
the three or nine months ended September 30, 1997 or 1996 as operating expenses
did not exceed the limit.
Operating expenses of the Fund include a Management Expense Allowance (Advisory
Fee) of 1% of the Fund's Net Assets, per annum, which may be increased annually
by an amount corresponding to the percentage increase in the Consumer Price
Index. The Advisory Fee is paid to the Advisor (NTS Advisory Corporation) or its
affiliate. Effective July 1, 1994, the Fund's Mortgage Loans to Fawn Lake and
Lake Forest were converted to cash flow mortgage loans. As part of the
consideration for this restructuring, the Fund's Board of Directors required,
among other things, that beginning in 1995, NTS Advisory Corporation pay
$100,000 annually towards the expenses of the Fund until the maturity of the
Mortgage Loans. As such, the Advisory Fee has been reduced $75,000 for each of
the nine month periods ended September 30, 1997 and 1996. The net Advisory Fee
for the nine months ended September 30, 1997 and 1997 was $418,950 and $408,426,
respectively. The Advisory Fee has been reduced $25,000 for each of the three
month periods ended September 30, 1997 and 1996 The net Advisory Fee for the
three months ended September 30, 1997 and 1996 was $131,520 and $136,351,
respectively. Increases and decreases in the Advisory Fee generally correspond
directly to increases and decreases in the Fund's Net Assets.
Increases and decreases in interest expense generally correspond directly to
increases and decreases in the outstanding balances of the Fund's borrowings.
The average interest rate paid by the Fund for the three and nine months ended
September 30, 1997 and 1996 was approximately 9%.
- 22 -
<PAGE>
Results of Operations - Continued
- ---------------------------------
Professional and administrative expenses include primarily directors' fees,
legal, outside accounting and investor processing fees, and printing costs for
financial reports. The increase in expenses for the three and nine month periods
is due to increased professional fees related to the proposed reorganization
discussed on pages 17 and 18 of this Form 10-Q.
Income tax expense is the Fund's estimated liability for Federal, state, and
local income taxes due on the amount of earnings which are in excess of
dividends for the period should at least 95% of taxable income be distributed to
the stockholders. If the Fund were taxed as a conventional corporation for the
nine months ended September 30, 1997, the Fund's tax provision would be
approximately $288,000.
While the Fund's revenues for the nine month period (excluding the recovery on
provision for loan losses) have increased approximately 6% from 1996 to 1997,
net income as a percentage of revenues has increased approximately 0.5%. This is
due primarily to the fact the Fund's professional and administrative expenses
have increased as a result of costs related to the reorganization of the Fund's
investments.
The Fund has invested in Mortgage Loans totalling approximately $53,659,000 as
of September 30, 1997. Also, the Fund has invested in Temporary Investments
totalling approximately $2,500,000 as of September 30, 1997. The balance of
funds were invested in short-term cash equivalents.
The Fund's investments at September 30, 1997 were as follows:
A Mortgage Loan to NTS/Lake Forest II Residential Corporation, an
Affiliated Borrower, to fund the development of Lake Forest, a specified
investment. The loan balance was $23,483,811 at September 30, 1997.
A Mortgage Loan to NTS/Virginia Development Company, an Affiliated
Borrower, to fund the development of Fawn Lake, a specified investment. The
loan balance was $30,175,175 at September 30, 1997.
A Temporary Mortgage Loan to NTS/Virginia Development Company, an
Affiliated Borrower, to fund the construction of the Fawn Lake golf course.
The loan balance was $2,499,532 at September 30, 1997.
The Fund's investment of $23,483,811 in NTS/Lake Forest II Residential
Corporation represents approximately 36% of the Fund's portfolio and the Fund's
commitment of $28,000,000 represents approximately 43% of the Fund's portfolio.
The Fund's investment of $30,175,175 in NTS/Virginia Development Company
represents approximately 46% of the Fund's portfolio and the Fund's commitment
of $31,000,000 represents approximately 47% of the Fund's portfolio. Both loans
are current in their interest payments to the Fund. In addition, the Fund's
Temporary Mortgage Loan to NTS/Virginia Development Company is current in its
interest payments to the Fund.
Some of the statements included in Item 2, Management's Discussion and Analysis
of Financial Condition and Results of Operations, and elsewhere in this report
may be considered to be "forward-looking statements" since such statements
relate to matters which have not yet occurred. For example, phrases such as "the
Fund anticipates", "believes" or "expects" indicate that it is possible that the
event anticipated, believed or expected may not occur. Should such event not
occur, then the result which the Fund expected also may not occur or occur in a
different manner, which may be more or less favorable to the Fund.
- 23 -
<PAGE>
Results of Operations - Continued
- ---------------------------------
Any forward-looking statements included in Management's Discussion and Analysis
of Financial Condition and Results of Operations, or elsewhere in this report,
which reflect management's best judgement based on factors known, involve risks
and uncertainties. Readers are cautioned not to place undue reliance on any
forward-looking statements, which reflect management's analysis only as of the
date hereof. The Fund undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof. Actual results could differ materially from those anticipated
in any forward-looking statements as a result of a number of factors, including
but not limited to those discussed below. Any forward-looking information
provided by the Fund pursuant to the safe harbor established by recent
securities legislation should be evaluated in the context of these factors.
- - The Fund's principal activity is the investment in Mortgage Loans to
Affiliated Borrowers. Mortgage Loans are inherently subject to the risk of
default. If the Borrower defaults on a Mortgage Loan which is not guaranteed,
the Board of Directors may foreclose which could result in considerable delays
and expenses. A Borrower's ability to make payments due under the Mortgage Loan
and the amount the Fund may realize upon foreclosure are subject to risks
generally associated with real estate investments, many of which are beyond the
control of the Fund, including general or local economic conditions,
competition, interest rates, real estate tax rates, other operating expenses,
the supply of and demand for properties, zoning laws, other governmental rules
and fiscal policies and acts of God.
- - The Affiliated Borrowers are engaged in the development and sale of
residential subdivision building lots, the pricing of which are subject to risks
generally associated with real estate development and applicable market forces
beyond the control of the Affiliated Borrowers and/or the Fund, including
economic conditions, competition, interest rates, real estate tax rates, other
operating expenses, the supply of and demand for properties, zoning laws, other
governmental rules and fiscal policies, and acts of God.
- - There is the potential for occurrences which could affect the Fund's ability
to reduce, or limit the increase in, its professional and administrative
expenses. Furthermore, the debt service regarding the Fund's borrowings is
variable based on current interest rates, any fluctuations in which are beyond
the control of the Fund. These variances could, for example, impact the Fund's
projected cash and cash requirements as well as projected returns.
- 24 -
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit Number Description
27 Financial Data Schedule
99 Additional Exhibits - Pages from the Fund's
Prospectus which have been specifically
incorporated by reference and copies of
which are attached hereto which includes
pages 75 to 81.
(b)Reports on Form 8-K
None
- 25 -
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, NTS Mortgage Income Fund has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
NTS Mortgage Income Fund
------------------------
(Registrant)
/s/ John W. Hampton
----------------------
John W. Hampton
Secretary/Treasurer (principal
accounting and chief financial
officer)
Date: November 12, 1997
-------------------
- 26 -
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF SEPTEMBER 30, 1997 AND FROM THE STATEMENT OF INCOME FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 373738
<SECURITIES> 0
<RECEIVABLES> 56158518
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 65783814
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 13782311
0
0
<COMMON> 3187
<OTHER-SE> 51693543
<TOTAL-LIABILITY-AND-EQUITY> 65783814
<SALES> 0
<TOTAL-REVENUES> 4125850
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 418950
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1234172
<INCOME-PRETAX> 2202294
<INCOME-TAX> 6350
<INCOME-CONTINUING> 2195944
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2195944
<EPS-PRIMARY> .69
<EPS-DILUTED> 0
<FN>
<F1>THE COMPANY HAS AN UNCLASSIFIED BALANCE SHEET; THEREFORE, THE VALUE IS $0.
</FN>
</TABLE>
EXHIBIT NO. 99 - ADDITIONAL EXHIBITS
Included is this Exhibit Number 99 is the Glossary of Terms from pages 75 to 81
of NTS Mortgage Investment Fund's Prospectus dated March 31, 1989. The text of
these pages has been duplicated in type style and font compatible with the other
portions of the Fund's Form 10-Q Quarterly Report and suitable for electronic
filing with the Securities and Exchange Commission. As a result, although
Exhibit 99 contains all of the words contained in the Glossary section of the
Prospectus, the total text of each page of this Exhibit does not exactly
correspond to the total text of the page of the Prospectus from which it is
taken.
GLOSSARY
"Accountable Due Diligence Expense Allowance" shall mean an amount equal to 1/2%
of the Gross Proceeds payable to the Selling Agent as reimbursement for its
accountable expenses incurred in connection with bona fide due diligence
activities.
"Acquisition Expenses" shall mean expenses related to the Fund's selection of
and investment in, Mortgage Loans and Real Estate Investments (whether or not
made), including but not limited to legal fees and expenses, travel and
communication expenses, costs of appraisals, accounting fees and expenses, title
insurance and miscellaneous other expenses.
"Acquisition Fees" shall mean the total of all fees and commissions, however
designated, paid by any party in connection with the making or investing in
Mortgage Loans or Real Estate Investments.
"Adjusted Contribution" shall mean the Original Capital Contribution paid by the
original purchaser of a Share, reduced by the total cash distributed with
respect to such Share from Capital Proceeds.
"Advisor" shall mean NTS Advisory Corporation, a Delaware Corporation which will
serve as the initial investment advisor and administrator of the Fund, or any
successor Advisor selected by the Directors, or any person or entity to which
the Advisor subcontracts substantially all of its administrative functions.
"Advisory Agreement" shall mean the agreement between the Fund and the Advisor,
pursuant to which the Advisor will act as the investment advisor and
administrator of the Fund.
Affiliate" shall mean (i) any person directly or indirectly controlling,
controlled by or under common control with another person, (ii) any person
owning or controlling 10% or more of the outstanding voting securities or
beneficial interests of such other person, (iii) any officer, director, trustee
or general partner of such person or (iv) if such other person is an officer,
director, trustee or partner of another entity, then the entity for which that
person acts in any such capacity.
- 75 -
<PAGE>
"Affiliated Borrower" shall mean Affiliates of NTS which obtain a Mortgage Loan
from the Fund.
"Affiliated Directors" shall mean those Directors who are not Independent
Directors.
"Appraised Value" of a Real Estate Investment or the Real Estate securing a
Mortgage Loan shall mean the value of the subject Real Estate at a specified
point in time as determined by an MAI Appraisal acceptable to the Directors.
"As-Built Appraised Value of the Property" shall mean (i) for Development Loans,
Residential Land Development Loans and Commercial Land Development Loans, the
land portion of the appraised value of the mortgaged property, and (ii) for
Construction Loans, the appraised value of the mortgaged property (as determined
by MAI Appraisal), in each case including improvements to be made by the
Borrower, taking into account the Borrower's planned construction and
development of the property.
"Average Invested Assets" shall mean for any period, the average Total Assets of
the Fund invested, directly or indirectly, in Mortgage Loans and Real Estate
Investments, before reserves for bad debts or other similar non-cash reserves,
computed by taking the average of such values at the end of each month during
such period.
"Below Market Interest Obligation" shall mean any note, agreement, contract or
other obligation pursuant to which a purchaser agrees to make periodic payments
in respect of the Real Estate purchased, which provides for the payment of
interest in respect of the amount due at a rate which is lower than an interest
rate 400 basis points below the then applicable Prime Rate.
"Board of Directors" shall mean all of the Directors having been duly elected or
otherwise properly in office pursuant to the Organizational Documents.
"Borrower" shall mean any person, including an Affiliated Borrower, which
obtains a Mortgage Loan from the Fund.
"Bylaws" shall mean the Bylaws of the Fund, as they may be amended from time to
time.
"Capital Proceeds" shall mean the net cash realized from the repayment,
retirement, refinancing, sale or other disposition of the Fund's Real Estate
Investments and Mortgage Loan investments, including payments of Principal,
Interest Reserve, Gross Receipts Interest and Incentive Interest, but excluding
Points and Regular Interest, after reduction for the following: (i) payment of
all expenses related to the transaction; (ii) payment of all debts and
obligations of the Fund arising from or otherwise related to the transaction,
including fees to the Advisor or its Affiliates; and (iii) any amount set aside
by the Advisor for working capital reserves; provided, however, that proceeds
from a disposition of a Fund investment shall not be deemed to be "Capital
Proceeds" to the extent such proceeds are reinvested by the Fund and not
distributed to Stockholders.
- 76 -
<PAGE>
"Cash Flow Guaranty" shall mean the obligation of the Guarantor to provide
investors, directly or indirectly, a minimum return (from all sources) equal to
an annual 12% cumulative, non-compounded, return on their Original Capital
Contributions during the Cash Flow Guaranty Period.
"Cash Flow Guaranty Period" shall mean the period beginning with the 90th day
following the Initial Closing and ending upon the later of two years thereafter
or one year following the Offering Termination Date.
"Certificate of Incorporation" shall mean the certificate of incorporation filed
by the Fund in Delaware, as it may be amended from time to time.
"Code" shall mean the Internal Revenue Code of 1986, as amended, or
corresponding provisions of any successor legislation.
"Commercial Land Development Loan" shall mean a Mortgage Loan, secured by
unimproved or partially improved real property subject to a development plan,
obtained by a Borrower for the purpose of acquiring, carrying and improving the
parcel through pre-development and in certain instances development activities,
including, without limitation, the construction of infrastructure and other
improvements necessary to prepare the parcel for the construction of commercial
or industrial developments, including zoning, planning and construction of
amenity packages, and landscaping, for resale (or in limited cases, lease) in
the ordinary course of business of the Borrower or an Affiliate.
"Construction Loan" shall mean a Mortgage Loan obtained by a Borrower for the
purpose of constructing improvements on real property.
"Dealer Property" shall mean property held primarily for sale to customers in
the ordinary course of one's trade or business.
"Dealers" shall mean the Participating Dealers and the Selling Agent.
"Deficiency Dividend" shall mean a distribution of the Fund within the meaning
of Section 859(d) of the Code.
"Delaware Corporation Statute" shall mean the General Corporation Law of the
State of Delaware, as it may be amended from time to time.
"Development Loan" shall mean a Mortgage Loan obtained by a Borrower for the
purpose of acquiring, carrying and engaging in pre-development and development
activities with respect to real property prior to the construction of
improvements thereon, which activities shall include, without limitation,
engineering, zoning, planning and construction of common area and amenities
including the construction of clubhouses, pools, etc., but shall exclude
Residential and Commercial Land Development Loans.
"Directors" shall mean, as of any particular time, Directors holding office
under the Certificate of Incorporation and Bylaws at such time, whether they are
the Directors named therein or additional or successor Directors appointed by
the initial Board of Directors or duly elected by the Stockholders.
- 77 -
<PAGE>
"Dividend Reinvestment Plan" or "Plan" shall mean the plan pursuant to which
Stockholders may direct that cash distributions otherwise payable to them from
the Fund with respect to Shares owned by them be delivered instead to the
Reinvestment Agent, who is directed, pursuant to the terms of the plan, to
acquire additional Shares with such cash.
"Escrow Agent" shall mean Liberty National Bank & Trust Company of Louisville,
Kentucky, or any other entity selected by the Directors to serve as escrow agent
for the Fund.
"Escrow Guaranty" shall mean the Guarantor's obligation to advance to the Fund,
directly or indirectly, the amount necessary to supplement the interest
generated by subscription proceeds so as to provide subscribers with an 8%
annual, non-compounded return on their subscriptions, calculated from the date
the subscriber's proceeds were deposited in the escrow account through the 89th
day following the Initial Closing Date (or if the Minimum Number of Shares is
not sold, through the date on which the proceeds are released from the escrow
account).
"Federal Funds Rate" shall mean the average of the prior month's rate at which
reserves are traded among commercial banks for overnight use in amounts of one
million dollars or more, as published in the Federal Reserve Statistical Release
H.15(519), or, in the event that such a release does not exist, "Federal Funds
Rate" shall mean that announced in the Wall Street Journal, or its successor, as
it shall change from time to time.
"First Mortgage Loans" shall refer to Mortgage Loans which have as security a
first mortgage or first priority lien on the collateral property.
"Foreclosure Property" shall mean real property (including interests in real
property), and any personal property incident thereto, which is acquired by the
Fund as the result of a bid in foreclosure, or by agreement or legal process,
following a default (or where a default was imminent) on a lease of the property
or on an indebtedness secured by such property.
"Foreign Investor" shall mean a nonresident alien, a foreign corporation or an
entity consisting of such persons.
"Fund" shall mean NTS Mortgage Income Fund, a Delaware corporation, or any
successor thereto.
"Funds Available for Investment" shall mean the Gross Proceeds to be Raised in
this Offering ($100,000,000) plus an amount equal to the aggregate borrowings
which the Fund is authorized to make (300% of Net Assets).
"Gross Proceeds" shall mean the aggregate Original Capital Contributions of
all Stockholders.
"Gross Proceeds to be Raised" shall mean $100,000,000.
- 78 -
<PAGE>
"Gross Receipts" shall mean, with regard to (i) any Real Estate serving as
collateral for a Mortgage Loan the record title to which has been conveyed to
the purchaser, the total fair market value of the consideration, inclusive of
the face amount of the notes or other payment obligations received by an
Affiliated Borrower from the sale of such Real Estate, without reduction for any
costs or expenses incurred in connection with the sale, development or
improvement of the Real Estate, real estate commissions or other closing
expenses, but net of amounts to be repaid or credits allowed to the purchaser
such as builder discounts or rebates, landscaping allowances or similar expenses
as well as any sale or transfer tax imposed on the transaction, provided,
however, that Gross Receipts shall not include the face amount of any Below
Market Interest Obligation, and (ii) any Real Estate serving as collateral for a
Mortgage Loan which the Borrower has agreed to sell to a purchaser but as to
which the record title has not been conveyed to the purchaser or which has been
conveyed to the purchaser in exchange for a Below Market Interest Obligation,
the amount of cash received by the Affiliated Borrower as and when received.
"Gross Receipts Interest" shall mean, with respect to a Mortgage Loan secured by
Real Estate held for sale in the ordinary course of business, an amount equal to
a specified percentage of the Affiliated Borrower's Gross Receipts from the sale
of the underlying Real Estate received during the term of the Mortgage loan.
"Guarantor" shall mean NTS Guaranty Corporation, a Delaware corporation or any
successor thereto.
"Incentive Interest" shall mean the Fund's share in the Increase in Value of a
property securing a Mortgage Loan and shall be payable in connection with
Mortgage Loans secured by Real Estate not held for sale in the ordinary course
of business.
"Incentive Interest Agent" shall mean the independent party authorized to
receive Incentive Interest payments from Borrowers and pay to the Fund the
amount of such payments to which it is entitled, with the remainder of such
payments to be returned to the Borrowers.
"Increase in Value" shall mean the difference between the Appraised Value of a
property at the time of funding a Mortgage Loan and the Appraised Value of such
property (or the fair market value of the consideration received in the case of
a sale) upon the earlier of the maturity of the Mortgage Loan or the sale or
refinancing of the collateral property, net of the actual cost incurred in
connection with the improvement of the collateral property since the date of the
funding of the Mortgage Loan. For purposes of this definition, the phrase
"actual cost incurred" shall refer to all costs paid by the Borrower to
Affiliated and Non-Affiliated parties in connection with the acquisition,
holding, ownership, or development or improvement of the property, including
without limitation, costs of acquiring and financing the property.
"Increased Maximum Number of Shares" shall mean 5,000,000 Shares in this public
offering.
- 79 -
<PAGE>
"Independent Advisor" shall mean Laventhol and Horwath or any alternative person
selected by the Independent Directors to provide an opinion concerning the
fairness of the terms of proposed Mortgage Loans to Affiliated Borrowers and
acquisitions of Real Estate Investments from Affiliates.
"Independent Directors" shall mean the Directors who: (i) are not Affiliated,
directly or indirectly, with the Advisor, whether by ownership of, ownership
interest in, employment by, any business or professional relationship with, or
service as an officer or director of, the Advisor or its Affiliates; (ii) do not
serve as a director or trustee for more than two other REITs organized by the
Advisor or its Affiliates; and (iii) perform no other services for the Fund,
except as Directors. An indirect relationship shall include circumstances in
which the immediate family of a Director has one of the foregoing relationships
with the Advisor or the Fund.
"Initial Closing Date" shall mean the date on which the first closing for Shares
sold pursuant to the Prospectus occurs.
"Initial Fund Investments" shall mean those investments which the Fund has
specified as of the date of this Prospectus being the Fawn Lake Loan, Orlando
Lake Forest Loan, the Louisville Lake Forest North Loan and the Blankenbaker
Crossings Loan.
"Interest Reserve" shall mean the amount loaned or committed to be loaned to a
Borrower to Fund the Borrower's projected future payments of Regular Interest to
the Fund and upon which Regular Interest shall be charged once disbursed.
"Investable Proceeds" shall mean the Gross Proceeds less Organization and
Offering Expenses, plus an amount equal to the outstanding borrowings of the
Fund, exclusive of borrowings made in connection with Real Estate Investments.
"IRA" shall mean an Individual Retirement Account established pursuant to
Section 408 of the Code or any successor provision.
"Junior Mortgage Loan" shall refer to any Mortgage Loan which is subordinate to
another mortgage or deed of trust secured by the collateral real property and
shall exclude Temporary Mortgage Loans and loans which are outstanding and being
"phased-in" pending full funding of a First Mortgage Loan.
"Junior Mortgage Loan Guaranty" shall mean the Guarantor's obligation to pay the
Fund the Principal amount of any Junior or Temporary Mortgage Loan on which the
Affiliated Borrower has defaulted.
"Land Acquisition Loans" shall mean a Mortgage Loan obtained by a Borrower for
the purpose of acquiring Unimproved Real Property.
- 80 -
<PAGE>
"Loan" shall mean a Mortgage Loan or Temporary Mortgage Loan made by the Fund.
"MAI Appraisal" shall mean an appraisal made by a member in good standing of the
American Institute of Real Estate Appraisers.
"Majority Vote" shall mean the vote or consent in person or by proxy of
Stockholders owning more than 50% of the outstanding Shares.
"Management Expense Allowance" shall mean a non-accountable expense allowance
relating to services performed for the Fund (but excluding amounts paid by the
Advisor on behalf of the Fund to third parties) in an amount equal to 1% of the
Fund's Net Assets, per annum, payable quarterly to the Advisor which may be
increased annually by an amount corresponding to the percentage increase in the
Consumer Price Index for all urban consumers- Louisville or a comparable
consumer price index, which increase will in no event cause the Fund's Operating
Expenses to exceed the limitation imposed by the Bylaws.
"Maximum Number of Shares" shall mean 2,500,000 Shares in this public offering.
"Minimum Number of Shares" shall mean 75,000 Shares to at least 100 independent
investors in this public offering.
"Mortgage Loans" shall mean Residential Land Development Loans, Commercial Land
Development Loans, Permanent Mortgage Loans, Construction Loans, Development
Loans and Land Acquisition Loans evidenced by notes, debentures, bonds and other
evidences of indebtedness or obligations (other than Temporary Mortgage Loans
made by the Fund) which are secured or collateralized by: (i) interests in real
property; (ii) other beneficial interests essentially equivalent to a mortgage
on real property; or (iii) interests in partnerships, joint ventures, or other
entities which own real property.
"NASD" shall mean the National Association of Securities Dealers, Inc.
"NASDAQ" shall mean the nationwide automated quotations system operated by
the NASD.
"Net Assets" shall mean the Total Assets (other than intangibles) at cost before
deducting depreciation or other non-cash reserves, less total liabilities,
calculated quarterly according to generally accepted accounting principles on a
basis consistently applied.
"Net Income" for any period shall mean total revenues applicable to such period
as determined for federal income tax purposes, less the expenses applicable to
such period, other than additions to reserves for bad debts or other similar
non-cash reserves. In connection with the calculation of any incentive type fee,
Net Income, for purposes of calculating Operating Expenses, shall not include
the gain from the sale of the Fund's assets.
- 81 -
<PAGE>
"Non-Accountable Expense Allowance" shall mean an amount equal to 1% of the
Gross Proceeds payable to the Selling Agent as reimbursement for its
non-accountable sales and other expenses incurred in connection with the offer
and sale of Shares.
"Non-Affiliate" shall mean persons who are not Affiliates.
"NTS" shall mean NTS Corporation, a Delaware corporation which is the Sponsor
for the Fund.
"Offering Termination Date" shall mean the date on which the last closing for
Shares sold pursuant to the Prospectus occurs which shall occur either one year
from the date of this Prospectus subject to increase for up to an additional
year in the discretion of the Board of Directors and subject to compliance with
applicable state and federal laws.
"Operating Expenses" shall mean all operating, general and administrative
expenses of the Fund as determined under generally accepted accounting
principles, including but not limited to rent, utilities, capital equipment,
salaries, fringe benefits, travel expenses, the Management Expense Allowance,
expenses paid by third parties to the Advisor and its Affiliates based upon its
relationship with the Fund (e.g. loan administration, servicing, engineering and
inspection expenses) and other administrative items, but excluding the expenses
of raising capital, interest payments, taxes, non-cash expenditures (e.g.
depreciation, amortization, bad debt reserve), the Subordinated Advisory Fee and
the costs related directly to a specific Mortgage Loan or Real Estate Investment
by the Fund, such as expenses for originating, acquiring, servicing or disposing
of said specific Real Estate Investment or a Mortgage Loan.
"Organization and Offering Expenses" shall mean those expenses payable by the
Fund in connection with the formation, qualification and registration of the
Fund and in marketing, distributing and processing Shares, including any Sales
Commissions, Non-Accountable Expense Allowance, Accountable Due Diligence
Expense Allowance, and any other expenses actually incurred and directly related
to the registration, offering and sale of Shares, including such expenses as:
(a) fees and expenses paid to attorneys in connection with the offering; (b)
registration fees, filing fees and taxes; (c) the costs of qualifying, printing,
amending, supplementing, mailing and distributing the Fund's Registration
Statement and Prospectus, including telephone and telegraphic costs; (d) the
costs of qualifying, printing, amending, supplementing, mailing and distributing
sales materials used in connection with the issuance of Shares, including
telephone and telegraphic costs; (e) remuneration of officers and employees of
the Advisor and its Affiliates while directly engaged in marketing,
distributing, processing and establishing records of Shares and establishing
records and paying Sales Commissions; and (f) accounting and legal fees and
expenses incurred in connection therewith to the Advisor or its Affiliates.
"Organizational Documents" shall mean the Fund's Certificate of Incorporation
and By-Laws, as they may be amended from time to time.
- 82 -
<PAGE>
"Original Capital Contribution" shall mean the amount of $20.00 for each Share,
which amount shall be attributed to such Share in the hands of subsequent
holders thereof.
"Participating Dealers" shall mean members in good standing of the National
Association of Securities Dealers, Inc., ("NASD") engaged by the Selling Agent
to offer and sell Shares on a "best efforts" basis, as well as certain selected
foreign broker dealers, who are not eligible for membership in the NASD, who
agree to abide by the provisions of Section 25 of the NASD Rules of Fair
Practice.
"Permanent Mortgage Loans" shall mean notes, bonds and other evidences of
indebtedness or obligations (other than temporary investments made by the Fund)
which are secured or collateralized by interests in (i) income producing real
property, (ii) other beneficial interest essentially equivalent to a mortgage on
income producing real property or (iii) partnerships, joint ventures or other
entities which own income producing real property. Such Mortgage Loans may be
Junior or First Mortgage Loans and will generally have terms of between three
and five years, subject to extension for up to two two-year periods.
"Points" shall mean the fee payable to the Fund at the time funds are advanced
under a Mortgage Loan.
"Prime Rate" shall mean the rate of interest as published in the Federal Reserve
Statistical Release H.15(519), as it shall change from time to time. In the
event that such a release does not exist, "Prime Rate" shall mean the prime
lending rate as published in the Wall Street Journal, or its successor.
"Principal" shall mean the funds loaned to a Borrower, excluding the amount of
the Interest Reserve.
"Prohibited Transaction" shall mean the sale of Dealer Property other than both
Foreclosure Property and certain Dealer Property held by the Fund for at least
four years.
"Prospectus" shall mean the final prospectus of the Fund with respect to the
offer and sale of Shares filed with the Securities and Exchange Commission as
part of the Fund's Registration Statement on Form S-11, as amended.
"Qualified Plans" shall mean qualified pension, profit-sharing and other
employee retirement benefit plans (including Keogh [HR 10] plans) and trusts,
bank commingled trust funds for such plans and individual retirement accounts.
"Real Estate" shall mean all real properties or any interest therein acquired
directly or indirectly by the Fund, including real properties acting as
collateral for Mortgage Loans.
- 83 -
<PAGE>
"Real Estate Investments" shall mean direct or indirect equity investments by
the Fund in all forms in Real Estate, and shall exclude investments in Mortgage
Loans as well as any investments in Mortgage Loans characterized as equity
investments for financial accounting purposes.
"Regular Interest" shall mean the rate of interest payable periodically on a
Mortgage Loan, as determined by the Board of Directors at the beginning of each
Mortgage Loan or any extension thereof.
"Regular Interest Rate" shall mean the rate of interest payable periodically on
a Mortgage Loan and shall be equal to (i) 500 basis points and 300 basis points
in excess of the rate on a treasury obligation having a maturity substantially
similar to that of the Mortgage Loan for fixed rate Junior and First Mortgage
Loans, respectively, and 400 basis points and 200 basis points in excess of the
Prime Rate, or 570 basis points and 370 basis points in excess of the Federal
Funds Rate, for variable rate Junior and First Mortgage Loans, respectively.
"Reinvestment Agent" shall mean NTS Depositary Corporation, Louisville,
Kentucky, or its successor as agent for the dividend reinvestment plan.
"REIT" and "real estate investment trust" shall mean a real estate investment
trust as defined in Sections 856 to 860 of the Code.
"REIT Qualifying Investment" shall mean an investment in assets described in
Section 856(c)(5) of the Code, or any successor provision.
"REIT Taxable Income" shall mean the taxable income as computed for a
corporation which is not a REIT: (i) without the deductions allowed by Code
Sections 241 through 247, 249 and 250 (relating generally to the deduction for
dividends received); (ii) excluding amounts equal to (a) the net income from
foreclosure property and (b) the net income derived from prohibited
transactions; and (iii) deducting amounts equal to (a) any net loss derived from
prohibited transactions, (b) the tax imposed by Code Section 857(b)(5) upon a
failure to meet the 95% and/or 75% gross income tests and (c) the dividends
paid, computed without regard to the amount of the net income from foreclosure
property which is excluded from REIT Taxable Income.
"Residential Land Development Loan" shall mean a Mortgage Loan obtained by a
Borrower for the purpose of acquiring, carrying, improving, through pre-
development, development and sale, the underlying real estate, including,
without limitation, engineering, zoning, planning and construction of common
areas and amenity packages, necessary to prepare the parcel and its individual
sites for the construction of homes (and in limited circumstances minor portions
for commercial purposes) and the sale of such sites in the ordinary course of
business of the Borrower or an Affiliate.
"Sales Commissions" shall mean an amount equal to 8% of the Gross Proceeds from
the sale of each Share, subject to certain discounts, payable to the Dealers who
sell such Shares.
"Selling Agent" shall mean NTS Securities, Inc.
- 84 -
<PAGE>
"Shares" shall mean the Fund's shares of common stock with a par value of
$0.001.
"Sponsor" shall mean NTS Corporation, a Kentucky corporation, or any person
directly or indirectly instrumental in organizing, wholly or in part, the Fund
or any person who will manage or participate in the management of the Fund, and
any Affiliate of any such person, but excluding (i) a person whose only
relationship with the Fund is that of an independent property manager and whose
only compensation is as such, and (iii) wholly independent third parties such as
attorneys, accountants and underwriters whose only compensation is for
professional services.
"Stockholders" shall mean as of any particular time the registered holders of
outstanding Shares at such time.
"Subordinated Advisory Fee" shall mean the fee payable to the Advisor or its
Affiliates for services in connection with the liquidation of the Fund's
investments, equal to 5% of the Capital Proceeds remaining after distributions
to Stockholders from all sources in an amount equal to 100% of their Original
Capital Contribution plus a 15% per annum cumulative, non-compounded return on
their Adjusted Contributions to the extent not already paid, beginning on the
Offering Termination Date.
"Supplemental Interest" shall mean the amount, if any, in excess of Regular
Interest, Points, Incentive and Gross Receipts Interest, other cash balances
available for distribution in the discretion of the Board of Directors, and all
other cash receipts of the Fund net of all cash expenditures of the Fund, that
Affiliated Borrowers shall pay the Fund to enable it to make quarterly
distributions to Stockholders equal to an annual 12% cumulative, non-compounded
return on their Original Capital Contributions during the Cash Flow Guaranty
Period.
"Temporary Investments" shall refer to those investments made by the Fund
pending the receipt of sufficient Investable Proceeds to fund the Initial Fund
Investments, or reinvestment in later Fund loans.
"Temporary Mortgage Loan" shall refer to any temporary mortgage loan investment
made by the Fund to an Affiliated Borrower pending investment or reinvestment in
a Mortgage Loan if such Temporary Mortgage Loan (i) matures within one year of
making the loan subject to any extension in the discretion of the Board of
Directors (ii) is anticipated to generate yields higher than other temporary
investments, (iii) is approved by a majority of the Independent Directors, and
(iv) constitutes a REIT qualifying investment.
"Tax-Exempt Entities" shall mean Qualified Plans and other entities exempt from
federal income taxation, such as endowment funds and foundations and charitable,
religious, scientific or educational organizations.
"Total Assets" shall mean the book value of all assets of the Fund, determined
in accordance with generally accepted accounting principles.
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"Transfer Agent" shall mean an independent national agent selected by the
Directors or any entity designated at some later date.
"Treasury Rate" shall mean the rate of interest paid on United States Treasury
investments, as published in the Federal Reserve statistical Release H.15(519),
as it shall change from time to time, having a maturity substantially similar to
that of the Mortgage Loan; in the event that such a release is not published,
any other nationally-recognized publication. If there is more than one such
treasury investment, then the rate of that investment priced closest to par
shall be used; provided, however, that this definition may be modified with the
approval of a majority of the Directors, including a majority of the Independent
Directors.
"Unimproved Real Estate" shall mean property which has each of the following
three characteristics: (i) it was not acquired for the purpose of producing
rental or other operating income; (ii) there is no development or construction
in process on such land, and (iii) there is no development or construction
planned in good faith to commence on such land within one year.
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