<PAGE>
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 June 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 August 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 June 30, 1997 and
December 31, 1996 3
Statements of Income
For the three and six months ended 4
June 30, 1997 and 1996
Statement of Stockholders' Equity
For the six months ended June 30, 1997 5
Statements of Cash Flows
For the three and six months ended 6
June 30, 1997 and 1996
Notes To Financial Statements 7-15
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16-25
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 26
Item 2. Changes in Securities 26
Item 3. Defaults upon Senior Securities 26
Item 4. Submission of Matters to a Vote of Security Holders 26
Item 5. Other Information 26
Item 6. Exhibits and Reports on Form 8-K 26
Signatures 27
- 2 -
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NTS MORTGAGE INCOME FUND
BALANCE SHEETS
<CAPTION>
As of As of
June 30, 1997 December 31, 1996*
ASSETS
<S> <C> <C>
Affiliated mortgage loans receivable:
Earning loans $ 64,530,048 $ 63,948,933
Non-earning loans 3,361,198 3,838,831
------------ ------------
67,891,246 67,787,764
Less reserves for loan losses 1,500,000 1,500,000
------------ ------------
Net affiliated mortgage loans
receivable 66,391,246 66,287,764
Cash and equivalents 551,423 716,793
Interest receivable - affiliates 701,451 1,589,498
Other assets 68,882 151,654
------------ ------------
Total assets $ 67,713,002 $ 68,745,709
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 227,963 $ 267,800
Dividends payable -- 175,305
Notes payable - affiliates (Note 6) 4,023,158 4,524,667
Notes payable 13,576,149 14,276,850
Deferred revenues 750 301
------------ ------------
Total liabilities 17,828,020 19,244,923
------------ ------------
Commitments and contingencies (Note 8)
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 (4,281,602) (4,665,798)
------------ ------------
Total stockholders' equity 49,884,982 49,500,786
------------ ------------
Total liabilities and stockholders'
equity $ 67,713,002 $ 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
----------- ----------- ----------- -----------
REVENUES:
<S> <C> <C> <C> <C>
Interest income on affiliated
mortgage loans receivable $ 842,493 $ 835,442 $ 1,649,230 $ 1,591,655
Fee income on affiliated
mortgage loans and other
finacial services 4,030 6,749 7,709 14,234
Interest income on cash
equivalents and miscellaneous 10,560 5,096 17,327 10,246
income ----------- ----------- ----------- -----------
857,083 847,287 1,674,266 1,616,135
----------- ----------- ----------- -----------
EXPENSES:
Advisory fee (Note 6) 144,080 136,170 287,430 272,075
Interest expense 328,895 333,035 650,504 662,893
Interest expense - affiliates
(Note 6) 84,066 68,506 175,751 89,804
Professional and administrative 62,500 48,726 125,000 93,926
Other taxes and licenses 6,515 6,990 13,115 13,690
Amortization expense 17,285 18,013 34,570 36,026
----------- ----------- ----------- -----------
643,341 611,440 1,286,370 1,168,414
----------- ----------- ----------- -----------
Income before income tax expense 213,742 235,847 387,896 447,721
Income tax expense (Note 1) (1,850) (1,850) (3,700) (3,700)
----------- ----------- ----------- -----------
Net income $ 211,892 $ 233,997 $ 384,196 $ 444,021
=========== =========== =========== ===========
Net income per share of common
stock $ 0.07 $ 0.07 $ 0.12 $ 0.14
=========== =========== =========== ===========
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 SIX MONTHS ENDED JUNE 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 -- -- -- 384,196 384,196
Dividends declared -- -- -- -- --
----- ------- -------- ----------- -----------
Stockholders' equity
June 30, 1997 3,187,333 $ 3,187 $54,163,397 $(4,281,602) $49,884,982
========== ======== =========== ============ ==========
</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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996
-----------------------------------------------
<CAPTION>
1997 1996
----------- -----------
CASH FLOWS FROM (USED FOR) OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 384,196 $ 444,021
Adjustments to reconcile net income to net cash
provided by operating activities:
Accretion of discount on affiliated mortgage
loans receivable (76,545) (73,477)
Amortization expense 34,570 36,026
Changes in assets and liabilities:
Interest receivable - affiliates 888,047 200,425
Other assets 11,320 (10,000)
Accounts payable and accrued expenses (39,837) 27,082
Deferred commitment fees -- (10,000)
Deferred revenues 449 (2,326)
----------- -----------
Net cash provided by operating activities 1,202,200 611,751
----------- -----------
CASH FLOWS FROM (USED FOR) INVESTING ACTIVITIES
Principal collections on affiliated mortgage loans $ 4,430,033 $ 3,087,927
receivable
Investment in affiliated mortgage loans receivable (4,456,970) (6,081,766)
----------- -----------
Net cash used for investing activities (26,937) (2,993,839)
------------ -----------
CASH FLOWS FROM (USED FOR) FINANCING ACTIVITIES
Proceeds from notes payable - affiliates $ 860,957 $ 2,267,897
Payments on notes payable - affiliates (1,362,466) (54,000)
Proceeds from notes payable 491,799 935,585
Payments on notes payable (1,192,500) (449,000)
Dividends paid (175,305) (181,680)
Other assets 36,882 (70,825)
----------- -----------
Net cash provided by (used for) financing activities (1,340,633) 2,447,977
----------- -----------
Net increase (decrease) in cash and equivalents $ (165,370) $ 65,889
CASH AND EQUIVALENTS, beginning of period 716,793 535,687
----------- -----------
CASH AND EQUIVALENTS, end of period $ 551,423 $ 601,576
=========== ===========
</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 six months ended June 30, 1997 and 1996.
The financial statements do not reflect the impact, if any, of the proposed
transactions discussed in Note 6 regarding a letter of intent.
1. Income Taxes
------------
The Fund has elected and is qualified 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 6 regarding a
letter of intent between the Fund, NTS Corporation and certain
Affiliates which contemplates restructuring of certain of the Fund's
mortgage loans, it is likely that 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 six months ended June 30, 1997, the
Fund's tax provision would be approximately $73,000.
A reconciliation of net income for financial statement purposes versus
that for income tax reporting for the six months ended June 30, 1997 is
as follows:
Net income (GAAP) $ 384,196
Accretion of note discount (76,545)
Federal income tax expense 2,500
Letters of credit income 449
----------
Taxable income before dividends paid
deduction $ 310,600
==========
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. 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. As
of June 30, 1997, the Fund has a loan loss reserve regarding the
- 7 -
<PAGE>
3. Reserves for Loan Losses - Continued
------------------------------------
Temporary Mortgage Loan to the Orlando Lake Forest Joint Venture (with
an outstanding balance of $3,361,198 as of June 30, 1997) amounting to
$1,500,000. Certain of the Fund's mortgage loans are guaranteed by NTS
Guaranty Corporation, an Affiliate of the Fund's Sponsor (see Note 7).
The Fund has not considered this guarantee when determining future cash
flows and the loan loss reserve.
4. Affiliated Mortgage Loans Receivable, net
-----------------------------------------
The following tables outline the Fund's mortgage loan portfolio at June
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 07/31/97
Development Company 187 acres of residential land + 3/4%
and improvements thereon located
in Fredericksburg, Virginia
known as Fawn Lake Golf Course;
NTS Guaranty Corporation
guarantees the loan
Mortgage Loans:
- --------------
NTS/Virginia First mortgage on approximately 17% of 12/31/97
Development Company 2,195 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 514 acres of residential land Gross
Corporation in Louisville, Kentucky, known Receipts
as Lake Forest (a)
Orlando Lake First mortgage on approximately 17% of 01/31/98
Forest Joint 366 acres of residential land Gross
Venture in Orlando, Florida known as Receipts
Orlando Lake Forest (b)
(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.
(b) This Mortgage Loan pays interest at the greater of 17% of Gross
Receipts or 6.46% of the average outstanding loan balance.
- 8 -
<PAGE>
<TABLE>
4. Affiliated Mortgage Loans Receivable, net - Continued
-----------------------------------------------------
<CAPTION>
Total Balance Interest
Senior Outstanding Commitment Receivable
Liens At Face Amount At Fees At
Borrower 06/30/97 At 06/30/97 06/30/97(c) Received 06/30/97
-------- -------- ----------- ----------- --------- ----------
1) Earning Loans:
- -----------------
Temporary
- ---------
Mortgage Loan:
- --------------
<S> <C> <C> <C> <C> <C>
NTS/Virginia $2,490,649 $ 2,500,000 $ 2,490,708 $ 26,250 $ 19,084
Development
Company
Mortgage Loans:
NTS/Virginia -- 31,000,000 29,885,137 200,000 493,013
Development (d)
Company
NTS/Lake Forest 4,243,681 28,000,000 24,593,898 250,000 113,237
II Residential (e) (f)
Corporatio
Orlando Lake -- 14,000,000 7,560,305 -- 76,117
Forest Joint (g) (h)
Venture
----------- ----------- ----------- ----------
Total Earning
Loans $75,500,000 $64,530,048 $ 476,250 $ 701,451
=========== =========== =========== ==========
<FN>
(c) The carrying amount of the mortgage loans receivable at June 30, 1997
is net of any unamortized commitment fees.
(d) NTS Guaranty Corporation guarantees up to $2,000,000 of outstanding
debt exceeding $18 million.
(e) Senior liens apply to approximately 180 acres securing the first
mortgage which are subordinated to unaffiliated lenders.
(f) NTS Guaranty Corporation guarantees up to $2,416,500 of outstanding
debt exceeding $22 million.
(g) An Affiliate of the Fund's Sponsor participates with the Fund
regarding this Mortgage Loan. As of June 30, 1997, the Fund's
ownership percentage of this Mortgage Loan was approximately 64%.
(h) The carrying amount of this Affiliated Mortgage Loan is net of an
unaccreted discount of approximately $1,050,862 at June 30, 1997.
</FN>
</TABLE>
- 9 -
<PAGE>
4. Affiliated Mortgage Loans Receivable, net - Continued
----------------------------------------------------
Property Pledged Interest Maturity
Borrower as Collateral Rate Date
-------- ------------- ---- ----
2) Non-Earning Loans:
- ---------------------
Temporary Mortgage
- ------------------
Loan:
- -----
Orlando Lake Pledge by both general partners Prime Demand
Forest Joint of their partnership interests + 2%
Venture in Orlando Lake Forest Joint (i)
Venture located in Orlando,
Florida; a pledge of 390 shares
of the Class A common stock in
NTS/Virginia Development Co.;
the loan is guaranteed by NTS
Guarantee Corporation
Total Balance Interest
Senior Outstanding Commitment Receivable
Liens At Face Amount At Fees At
Borrower 06/30/97 At 06/30/97 06/30/97 Received 06/30/97
- --------- -------- ------------ -------- --------- --------
2) Non-Earning
- --------------
Loans:
- ------
Temporary
- ---------
Mortgage Loan:
- --------------
Orlando Lake $13,435,900 $7,818,000 $3,361,198 $ 150,000 $ --
Forest Joint (j) (k) (l) (i)
Venture
---------- ---------- --------- ---------
Total Non-
Earning Loans $7,818,000 $3,361,198 $ 150,000 $ --
========== =========== ========= =========
(i) The Orlando Lake Forest Joint Venture has entered into a forbearance
agreement with the Fund whereby, effective April 1, 1995, no interest
will be due on this loan through January 31, 1998. The Fund has
discontinued accruing interest from the Temporary Mortgage Loan to
the Orlando Lake Forest Joint Venture until the interest payment is
received. Approximately $1,553,000 of interest remains due to the
Fund on this loan but is not accrued in the Fund's financial
statements.
(j) Total senior liens include the Fund's 64% interest in the lien.
(k) NTS/Virginia Development Company (Fawn Lake) and NTS/Lake Forest II
Residential Corporation (Lake Forest) participate with the Fund
regarding this Temporary Mortgage Loan. Their percentage ownership as
of June 30, 1997 is 19.158% and 20.758%, respectively, with the Fund
owning the remainder.
(l) The Fund's financial statements reflect a $1,500,000 loan loss
reserve regarding this loan as of June 30, 1997. No change was made
to the reserve during the six months ended June 30, 1997.
- 10 -
<PAGE>
5. Notes Payable
-------------
Notes payable consist of the following:
June 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 $11,085,500 $12,278,000
Note payable to a bank in the amount of
$2,500,000, bearing interest at the
Prime Rate plus 3/4%, payable monthly,
due July 31, 1997, secured by
approximately 187 acres of residential
land and improvements thereon, known
as the Fawn Lake Golf Course 2,490,649 1,998,850
---------- ----------
$13,576,149 $14,276,850
========== ==========
The Prime Rate was 8 1/2% and 8 1/4% at June 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.
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 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.
6. Related Party Transactions
--------------------------
In addition to the Affiliated Mortgage Loans discussed in Note 4 to the
Fund's financial statements, the Fund had the following related party
transactions.
As of June 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 $50,000 for each of the six month periods ended June 30, 1997 and
1996. The net Advisory Fee for the six months ended June 30, 1997 and 1996
was $287,430 and $272,075, respectively. The Advisory Fee has been reduced
$25,000 for each of the three month periods ended June 30, 1997 and 1996.
The net Advisory Fee for the three months ended June 30, 1997 and 1996 was
$144,080 and $136,170, respectively.
- 11 -
<PAGE>
6. Related Party Transactions - Continued
---------------------------------------
The Fund has received advances from Affiliates of the Fund's Sponsor net
of repayments totalling $4,023,158 and $4,524,667 as of June 30, 1997 and
December 31, 1996, respectively. The advances bear interest at
approximately the Prime Rate and mature as follows: $2,059,000 on March
31, 1999, $1,124,158 on May 1, 1999 and $840,000 is due on demand.
Interest expense to the Affiliates was $84,066 and $68,506 for the three
months ended June 30, 1997 and 1996, and $175,751 and $89,804 for the six
months ended June 30, 1997 and 1996, respectively.
On February 17, 1995, the Fund purchased from an unaffiliated bank an
interest in a first mortgage (with an outstanding balance of $9,664,465 as
of February 17, 1995) to the Orlando Lake Forest Joint Venture. An
Affiliate of the Sponsor owns the remaining interest via a participation
agreement. The initial ownership percentages were 50% to the Fund and 50%
to the Affiliate, however, the percentage ownership will fluctuate as
additional principal is advanced to the Joint Venture by the Fund.
Ownership percentages will be determined in accordance with the ratio of
each participant's share of the outstanding loan balance to the total
outstanding loan balance. As of June 30, 1997, the outstanding balance on
the first mortgage was $13,435,900, and the Fund's ownership percentage
was approximately 64%.
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 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, it is likely that, 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 six months ended June 30, 1997, the
Fund's tax provision would be approximately $73,000.
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.
- 12 -
<PAGE>
6. Related Party Transactions - 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.
During the June 1997 meeting of the Fund's Board of Directors, a detailed
discussion was held regarding the possible entry of the Fund and an
Affiliate of the Fund's Sponsor as additional partners in the Orlando Lake
Forest Joint Venture with the current partners thereof. A joint venture
agreement is currently being negotiated. If the joint venture agreement is
executed, the Fund, along with NTS Corporation, the Fund's Sponsor, and
four Affiliates, have agreed to guarantee a $5.6 million revolving
development line of credit between the Orlando Lake Forest Joint Venture
and an unaffiliated bank.
7. 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.
On October 19, 1992, the Fund notified the Orlando Lake Forest Joint
Venture (the "Joint Venture") that the Joint Venture is in payment default
regarding the Fund's Temporary Mortgage Loan to the Joint Venture. This
default gives the Fund the right to pursue the Guarantor for its guaranty.
The Fund's Board of Directors continues to evaluate the collectability of
the guaranty. The Board is also concerned about the possible detrimental
effects that the collection proceedings may have on the Fund's other loans
to other Affiliated Borrowers. The Board has concluded that it is in the
best interest of the Fund and its Stockholders to continue to pursue a
work-out plan to both preserve the assets of the Fund and support the
viability of the projects to which it has outstanding loans.
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
- 13 -
<PAGE>
7. Guaranties to the Fund - Continued
----------------------------------
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.
8. 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 June 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. These outstanding
funding commitments are part of the maximum funding amount of the mortgage
loans. Committed undisbursed loans were approximately $5.1 million at June
30, 1997.
In July 1994, the Fund was named as a defendant in a complaint originally
filed by Jeno Paulucci & Silver Lakes I, Inc. in August 1992 against NTS
Corporation (the Fund's Sponsor) and various Affiliates of the Fund's
Sponsor. The suit was settled in the first quarter of 1997. The terms of
the settlement agreement are confidential. However, as no monetary awards
were assessed against or are payable by the Fund under the agreement, it
is not anticipated that the settlement will have a material impact on the
Fund's financial position or results of operations.
9. 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.
10. Supplemental Financial Information
----------------------------------
NTS Guaranty Corporation has provided material guaranties to the Fund. The
following presents condensed financial information for NTS Guaranty
Corporation.
June 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
============ =============
- 14 -
<PAGE>
10. Supplemental Financial Information - Continued
---------------------------------------------
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 June 30, 1997
represents a substantial concentration of the Fund's assets.
NTS/Lake Forest II Residential Corporation
- ------------------------------------------
June 30, December 31,
1997 1996
-------------- -------------
Balance Sheets
- --------------
Notes receivable $ 746,978 $ 789,303
Inventory 29,278,882 29,870,625
Other, net 1,959,264 2,506,190
------------ ------------
Total assets $ 31,985,124 $ 33,166,118
============ ============
Notes payable $ 30,074,090 $ 31,349,964
Other liabilities,net 1,794,959 1,650,968
Equity 116,075 165,186
------------ ------------
Total liabilities
and equity $ 31,985,124 $ 33,166,118
============ ============
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
---------- ------------ ------------ ------------
Statements of Operatations
- --------------------------
Lot sales $ 1,192,254 $ 698,416 $ 2,535,926 $ 1,392,446
Cost of sales (901,182) (515,286) (1,901,571) (1,023,641)
Other income
(expense), net (391,230) (251,038) (683,466) (511,703)
------------ ----------- ------------ -----------
Net income (loss) $ (100,158) $ (67,908) $ (49,111) $ (142,898)
============ =========== ============ ===========
NTS/Virginia
- -------------
Development Company
- -------------------
June 30, December 31,
1997 1996
------------ ------------
Balance Sheets
- -------------
Notes receivable $ 3,597,181 $ 4,150,515
Inventory 33,283,601 32,768,228
Other, net 1,088,592 997,969
------------ ------------
Total assets $ 37,969,374 $ 37,916,712
============ ============
Notes payable $ 5,830,979 $ 35,245,593
Other liabilities,
net 2,036,450 2,361,741
Equity 101,945 309,378
------------- ------------
Total liabilities
and equity $ 37,969,374 $ 37,916,712
============= ============
Three Months Ended Six Months Ended
June 30, June 30,
---------- ---------- ----------- ------------
Statements of Operations
- ------------------------
Lot sales $ 708,500 $ 709,179 $ 1,001,000 $ 1,254,714
Cost of sales (453,249) (454,458) (636,905) (809,363)
Other income
(expense), net (297,518) (379,076) (571,528) (692,077)
---------- ----------- ------------ ------------
Net income (loss) $ (42,267) $ (124,355) $ (207,433) $ (246,726)
========== =========== ============ ============
- -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 is to make investments in Mortgage Loans.
As of June 30, 1997, the Fund had commitments outstanding for Mortgage Loans
aggregating $68,200,000 of which approximately $62,040,000 had been funded. The
balance of these commitments will be drawn over a period of years in a series of
advances as the borrowers develop the projects. Also, the Fund has invested in
Temporary Investments totalling approximately $5,850,000 as of June 30, 1997.
Reference is made to Note 4 of the Notes to Financial Statements for further
information regarding the Fund's investments as of June 30, 1997.
The Orlando Lake Forest Project (the "Orlando Project") is a single-family
residential community owned by the Orlando Lake Forest Joint Venture, an
Affiliated Borrower. The partners of the Joint Venture are Orlando Lake Forest,
Inc. and NTS/ Orlando Development Company, Affiliates of the Fund's Sponsor. The
Orlando Project is encumbered by the following loans.
The Orlando Project is encumbered by a First Mortgage Loan in the amount of
$14,000,000 (with an outstanding balance of $13,435,900 as of June 30,
1997) from the Fund and an Affiliate of the Fund's Sponsor. The loan is
secured by approximately 366 acres of residential land and improvements
thereon located in Orlando, Florida. On February 17, 1995, an agreement was
reached with the bank which had previously held a partial interest in the
first mortgage on the majority of the Orlando Project. As a result of
negotiations between the Fund and the unaffiliated bank, the bank sold its
interest in the First Mortgage Loan to the Fund at a substantial discount.
The Fund and the Affiliate of the Fund's Sponsor, which holds the remaining
interest in the First Mortgage Loan, entered into a participation agreement
(the Master Loan Participation Agreement) whereby the Fund and the
Affiliate will own a proportionate share of the First Mortgage Loan. The
initial ownership percentages were 50% to the Fund and 50% to the
Affiliate, however, the percentage ownership will fluctuate as additional
principal is advanced to the Orlando Project by the Fund and as principal
payments are received. Ownership percentage will be determined in
accordance with the ratio of each participant's share of the outstanding
loan balance to the total outstanding loan balance. As of June 30, 1997,
the Fund's ownership percentage was approximately 64%. Upon the Fund's
purchase of an interest in the loan, it was converted to a cash flow
mortgage loan which bears interest at an annualized rate equal to the
greater of 17% of Gross Receipts or 6.46% of the average outstanding loan
balance and matures January 31, 1998. The Fund's share of the loan balance
was $7,560,305 as of June 30, 1997, which is net of an unaccreted discount
of $1,050,862.
- 16 -
<PAGE>
Liquidity and Capital Resources - Continued
- -------------------------------------------
The Orlando Project is encumbered by a Temporary Mortgage Loan in the
amount of $7,818,000 (with an overall outstanding balance by the Orlando
Project of $5,594,119 as of June 30, 1997) to partially fund the Orlando
Lake Forest Project. The loan is secured by the partnership interests of
both general partners in the Orlando Lake Forest Joint Venture and 390
shares of the Class A common stock of NTS/Virginia Development Company
(Fawn Lake). The Temporary Mortgage Loan is classified as non-earning and
is on a demand basis. The Principal balance outstanding of the Temporary
Mortgage Loan is guaranteed by NTS Guaranty Corporation pursuant to the
Fund's Junior Mortgage Loan Guaranty. In October 1993, Fawn Lake and
NTS/Lake Forest II Residential Corporation (Lake Forest) entered into a
participation agreement with the Fund (the Temporary Mortgage Loan
Participation Agreement) whereby they were each assigned an interest in the
Fund's Temporary Mortgage Loan with the Orlando Lake Forest Joint Venture
in consideration for reducing the amount of Supplemental Interest credit
then due to them by the Fund. As of June 30, 1997, the interest assigned to
Fawn Lake and Lake Forest was 19.158% and 20.758%, respectively. The Fund's
ownership percentage in the Temporary Mortgage Loan was 60.084%, and the
Fund's share of the loan balance was $3,361,198, at June 30, 1997
On October 19, 1992, the Fund notified the Orlando Lake Forest Joint
Venture (the "Joint Venture") that the Joint Venture was in default
regarding the Fund's Temporary Mortgage Loan to the Joint Venture. The
defaults occurred when the Joint Venture failed to pay the Fund the
interest that was due on the Temporary Mortgage Loan as of October 1, 1992.
The default gave the Fund the right to accelerate the indebtedness and
foreclose its security interest in the partnership interests pledged
against the Temporary Mortgage Loan. Also, as a result of the default, the
Fund had the right to pursue the NTS Guaranty Corporation for its guaranty
of the Principal balance outstanding on the Temporary Mortgage Loan. The
ability of the Guarantor to honor its guaranty on the Temporary Mortgage
Loan 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. Mr. Nichols has contingent
liabilities which exist in connection with debt on properties held by
himself or his affiliates. As stated in the Fund's Prospectus, there can be
no assurance that Mr. Nichols will, if called upon, be able to honor his
obligation to the Guarantor. The Fund's Board of Directors continues to
evaluate the collectability of the guaranty. The Board is also concerned
about the possible detrimental effects that the collection proceedings may
have on the Fund's other loans to other Affiliated Borrowers. As a result,
the Board has concluded that it is in the best interest of the Fund and its
Stockholders to pursue a work-out plan to both preserve the assets of the
Fund and support the viability of the projects to which it has outstanding
loans.
The Fund discontinued the recognition of interest income from the Temporary
Mortgage Loan to the Orlando Lake Forest Joint Venture beginning July 1,
1992, until the principal and interest have been received. The Fund has
entered into a forbearance agreement with the Orlando Lake Forest Joint
Venture whereby, effective April 1, 1995, no interest will be due on this
loan through January 31, 1998. The Fund will reevaluate the status of the
Orlando Project at that time to determine what, if any, additional courses
of action to pursue and whether to extend the forbearance of interest. As
of June 30, 1997 approximately $1,553,000 of interest remains due the Fund
on this loan.
As discussed above, the Fund and an Affiliate of the Fund's Sponsor are now
the first mortgage holders on the Orlando Project. As with the other
Residential Land Development Loans, the Fund will be providing the funds
needed by the Orlando Project to allow it to continue its development plan.
Principal and interest payments will be allocated proportionately between
the Fund and the Affiliate based upon their respective ownership percentage
of the First Mortgage Loan.
- 17 -
<PAGE>
Liquidity and Capital Resources - Continued
- -------------------------------------------
In September of 1995, the Fund's Board of Directors approved a change to
the terms of the Master Loan Participation Agreement and the Temporary
Mortgage Loan Participation Agreement. Effective April 1, 1995, the
Affiliate of the Fund's Sponsor agreed that the Fund may retain all
payments of principal which the Affiliate would be entitled to receive on
the First Mortgage Loan. The Fund is applying such sums as payment by the
Orlando Lake Forest Joint Venture of the Fund's share of the principal
balance outstanding on the Temporary Mortgage Loan. This will continue
until such time as the Fund's share of the outstanding principal of the
Temporary Mortgage Loan has been repaid in full or until otherwise agreed
by the Fund and such Affiliate of the Fund's Sponsor. As of June 30, 1997,
the Fund has received $2,152,119 which was applied to the principal balance
outstanding on the Temporary Mortgage Loan via this agreement.
The Fund's Board of Directors is presently evaluating whether the
completion and marketing of the Orlando Project as planned will allow the
Orlando Lake Forest Joint Venture to repay both its First Mortgage Loan and
the outstanding principal balance of the Fund's Temporary Mortgage Loan.
The Fund has established a $1,500,000 loan loss reserve regarding the
Temporary Mortgage Loan. The amount of the reserve is based on the
requirements by Generally Accepted Accounting Principles (GAAP) that the
mortgage loans be carried at the lower of the carrying value of the asset
or net realizable value. Given the likelihood that it will be some time in
the future before the Fund can collect the principal balance outstanding,
GAAP requires that this stream of payments be discounted to determine the
net realizable value at the balance sheet date even though this loan is
guaranteed by NTS Guaranty Corporation.
In July 1994, the Fund was named as a defendant in a complaint originally
filed by Jeno Paulucci & Silver Lakes I, Inc. in August 1992 against NTS
Corporation (the Fund's Sponsor) and various Affiliates of the Fund's
Sponsor. The suit was settled in the first quarter of 1997. The terms of
the settlement agreement are confidential. However, as no monetary awards
were assessed against or are payable by the Fund under the agreement, it is
not anticipated that the settlement will have a material impact on the
Fund's financial position or results of operations.
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 $29,885,137 as of June 30, 1997) to fund the
development of the Fawn Lake project, a specified investment. The loan is
secured by a first mortgage on approximately 2,195 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 $2,490,708 as of June 30, 1997) to fund the
construction of the Fawn Lake Golf Course. The loan bears interest at the
Prime Rate plus 3/4%, payable monthly, and matures July 31, 1997. 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.
- 18 -
<PAGE>
Liquidity and Capital Resources - Continued
- --------------------------------------------
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 lender in the amount of $875,000 (with
an outstanding balance of $191,843 as of June 30, 1997) which is secured by
a first mortgage on 8 residential lots (approximately 3 acres of
residential land and improvements thereon). The purpose of the loan was to
provide construction financing to develop 25 lots in the Lake Forest
project (17 of which have been sold and released from the mortgage). The
Fund subordinated its Mortgage Loan regarding the 25 lots until the
unaffiliated lender note was paid in full in July 1997.
A note payable with an unaffiliated bank in the amount of $4,965,000 (with
an outstanding balance of $4,051,838 as of June 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 purpose of
the loan was to provide construction financing to construct a clubhouse
building for the Lake Forest Country Club. 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%, payable
monthly, and matures July 31, 1999.
A Mortgage Loan from the Fund in the amount of $28,000,000 (with an
outstanding balance of $24,593,898 as of June 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
514 acres of residential land and improvements thereon located in
Louisville, Kentucky of which approximately 180 acres have been
subordinated regarding the loans 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 a extension of the
maturity date of the Fawn Lake and Lake Forest 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.
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 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
- 19 -
<PAGE>
Liquidity and Capital Resources - Continued
- -------------------------------------------
Fund, it is likely that, 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 six months ended June 30, 1997, the Fund's
tax provision would be approximately $73,000.
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.
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.
During the June 1997 meeting of the Fund's Board of Directors, a detailed
discussion was held regarding the possible entry of the Fund and an Affiliate of
the Fund's Sponsor as additional partners in the Orlando Lake Forest Joint
Venture with the current partners thereof. A joint venture agreement is
currently being negotiated. If the joint venture agreement is executed, the
Fund, along with NTS Corporation, the Fund's Sponsor, and four Affiliates, have
agreed to guarantee a $5.6 million revolving development line of credit between
the Orlando Lake Forest Joint Venture and an unaffiliated bank.
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 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 is making 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. The loan is guaranteed by Mr.
J. D. Nichols, Chairman of the Board of the Fund's Sponsor. The loan balance was
$11,085,500 at June 30, 1997.
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 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 and the
maturity date was extended to July 31, 1997. The Fund is currently negotiating
an additional extension of the maturity date. The loan balance was $2,490,649 at
June 30, 1997.
- 20 -
<PAGE>
Liquidity and Capital Resources - Continued
- -------------------------------------------
The Fund has received advances from Affiliates of the Fund's Sponsor net of
repayments totalling $4,023,158 as of June 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 $2,059,000 of
borrowings from Affiliates is March 31, 1999 and $840,000 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 $84,066 and
$68,506 for the three months ended June 30, 1997 and 1996, respectively.
Interest paid to the Affiliates for the six months ended June 30, 1997 and 1996
was $175,751 and $89,804 respectively. The advances were made to meet the
development plans of the projects to which the Fund has outstanding loans.
During the six months ended June 30, 1997, the Fund received repayment on three
mortgage loans and two temporary investments in the aggregate principal amount
of $4,430,033. 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 $4,456,970.
During the six months ended June 30, 1996, the Fund received repayment on three
mortgage loans and one temporary investment in the aggregate principal amount of
$3,087,927. The Fund made investments in three mortgage loans and one temporary
investment in the aggregate principal amount of $6,081,766.
During the six months ended June 30, 1997, the Fund borrowed $491,799 on its
credit facilities. The Fund repaid $1,192,500 of its borrowings using proceeds
from loan repayments made by NTS/Lake Forest II Residential Corporation and
NTS/Virginia Development Company.
During the six months ended June 30, 1997, the Fund borrowed $860,957 from an
Affiliate of the Fund's Sponsor. The Fund repaid $1,362,466 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.
During the six months ended June 30, 1996, the Fund borrowed $935,585 on its
credit facilities. The Fund repaid $449,000 of its borrowings primarily from
loan repayments made by NTS/Lake Forest II Residential Corporation.
During the six months ended June 30, 1996, the Fund borrowed $2,267,897 from an
Affiliate of the Fund's Sponsor. The Fund repaid $54,000 of its borrowings from
Affiliates using proceeds from loan repayments made by NTS/Lake Forest II
Residential Corporation.
The Fund intends to maintain a working capital reserve equal to 1% of the gross
proceeds received. The Fund may alter the percentage of such reserves if deemed
necessary. As of June 30, 1997, the Fund had cash and equivalents of
approximately $550,000.
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 19
and 20, 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
- 21 -
<PAGE>
Liquidity and Capital Resources - Continued
- -------------------------------------------
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 $211,892
and $233,997 and using tax-reporting accounting (TRA) was $175,424 and $193,176
for the three months ended June 30, 1997 and 1996 respectively. Net income using
GAAP was $384,196 and $444,021 and using TRA was $310,600 and $360,618 for the
six months ended June 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 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; 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 $1,202,200 and $611,751 and dividends declared
were $-0- and $286,862 for the six months ended June 30, 1997 and 1996,
respectively. Total dividends declared provided Stockholders with an annualized
return of 0.90% for the six months ended June 30, 1996.
The increase in interest income on mortgage loans receivable for the three
months and six months ended June 30, 1997 over the comparable period in 1996 is
due primarily to an increase in the average outstanding balances of the earning
loans. The average outstanding balances of the earning loans increased from
approximately $62,200,000 for the six months ended June 30, 1996 to $64,600,000
for the six months ended June 30, 1997. The average rate of interest earned by
the Fund remained at approximately 5% between periods.
Effective July 1, 1992, the Fund discontinued accruing interest income from the
Temporary Mortgage Loan to the Orlando Lake Forest Joint Venture until the
principal and interest have been received. Approximately $1,553,000 of interest
remains due on this loan but is not accrued in the Fund's financial statements.
- 22 -
<PAGE>
Results of Operations - Continued
- -----------------------------------
The Fund has entered into a forbearance agreement with the Orlando Lake Forest
Joint Venture whereby, effective April 1, 1995, no interest will be due on this
loan through January 31, 1998. The Fund will reevaluate the status of the
Orlando Project at that time to determine what, if any, additional courses of
action to pursue, and whether to extend the forbearance of interest.
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.
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 six months ended June 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 six months ended June 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 $50,000 for each of
the six month periods ended June 30, 1997 and 1996. The net Advisory Fee for the
six months ended June 30, 1997 and 1997 was $287,430 and $272,075, respectively.
The Advisory Fee has been reduced $25,000 for each of the three month periods
ended June 30, 1997 and 1996 The net Advisory Fee for the three months ended
June 30, 1997 and 1996 was $144,080 and $136,170, 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 six months ended
June 30, 1997 and 1996 was approximately 9%.
- 23 -
<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 six month periods
is due to increased professional fees related to the proposed reorganization
discussed on pages 19 and 20 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 Fund's
for the six months ended June 30, 1997, the Fund's tax provision would be
approximately $73,000.
While the Fund's revenues for the six month period have increased approximately
4% from 1996 to 1997, net income as a percentage of revenues has decreased
approximately 4%. The decrease in net income is due primarily to the fact that
the sales volumes at the residential projects and the corresponding interest
income have not been sufficient to offset the increase in the Fund's cost of
debt service.
The Fund has invested in Mortgage Loans totalling approximately $62,040,000 as
of June 30, 1997. Also, the Fund has invested in Temporary Investments totalling
approximately $5,851,000 as of June 30, 1997. The balance of funds were invested
in short-term cash equivalents.
The Fund's investments at June 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 $24,593,898 at June 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 $29,885,137 at June 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 $2,490,708 at June 30, 1997.
A Mortgage Loan to Orlando Lake Forest Joint Venture, an Affiliated
Borrower, to fund the Orlando Lake Forest Loan, a specified investment. The
loan balance was $7,560,305 at June 30, 1997, net of an unaccreted discount
of $1,050,862.
A Temporary Mortgage Loan to Orlando Lake Forest Joint Venture, an
Affiliated Borrower, to partially fund the Orlando Lake Forest Loan, a
specified investment. Effective July 1, 1992, the Fund discontinued
accruing interest income on the Temporary Mortgage Loan and classified the
loan as non-earning. In addition, the Fund has established a loan loss
reserve of $1,500,000 as of June 30, 1997 regarding this loan. The loan
balance was $3,361,198 at June 30, 1997.
The Fund's investment of $24,593,898 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 41% of the Fund's portfolio.
The Fund's investment of $29,885,137 in NTS/Virginia Development Company
represents approximately 44% of the Fund's portfolio and the Fund's commitment
of $31,000,000 represents approximately 46% of the Fund's portfolio. Both loans
are current in their interest payments to the Fund. In addition, the Fund's
Mortgage Loan to the Orlando Lake Forest Joint Venture and the Temporary
Mortgage Loan to NTS/Virginia Development Company are current in their interest
payments to the Fund.
- 24 -
<PAGE>
Results of Operations - Continued
- ---------------------------------
The Fund's Temporary Mortgage Loan to the Orlando Lake Forest Joint Venture is
not current in interest payments to the Fund. Approximately $1,553,000 of
interest remains due on this loan but is not accrued in the Fund's financial
statements. The Fund has entered into a forbearance agreement with the Orlando
Lake Forest Joint Venture whereby, effective April 1, 1995, no interest will be
due on this loan through January 31, 1998. The Fund will reevaluate the status
of the Orlando Project at that time to determine what, if any, additional
courses of action to pursue, and whether to extend the forbearance of interest.
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.
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.
- 25 -
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
----------------
In July 1994, the Fund was named as a defendant in a complaint
originally filed by Jeno Paulucci & Silver Lakes I, Inc. in August
1992, against NTS Corporation (the Fund's Sponsor) and various
Affiliates of the Fund's Sponsor. The suit was settled in the
first quarter of 1997. The terms of the settlement agreement are
confidential. However, as no monetary awards were assessed against
or are payable by the Fund under the agreement, it is not
anticipated that the settlement will have a material impact on the
Fund's financial position or result of operations.
Item 2. Changes in Securities
---------------------
None
Item 3. Defaults upon Senior Securities
------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
On June 19, 1997, the Fund held its Annual Meeting of
Stockholders. Messrs. Warren, Day, Thomas, Nichols and Good were
re-elected as Directors of the Fund. Arthur Andersen LLP was
designated as auditors of the Fund for the year 1997. The number
of shares voted for, against or abstaining on each issue is as
follows:
FOR AGAINST ABSTAIN
F. Everett Warren 1,528,226 178,491 0
Robert M. Day 1,548,607 158,110 0
Gerald B. Thomas 1,561,438 145,279 0
J. D. Nichols 1,521,775 184,942 0
Richard L. Good 1,529,619 177,098 0
Arthur Andersen LLP 1,598,626 57,965 50,126
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
- 26 -
<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: August 12 , 1997
- ---------------------------
- 27 -
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF JUNE 30, 1997 AND FROM THE STATEMENT OF INCOME FOR THE SIX
MONTHS ENDED JUNE 30,1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 551423
<SECURITIES> 0
<RECEIVABLES> 67891246
<ALLOWANCES> 1500000
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 67713002
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 17599307
0
0
<COMMON> 3187
<OTHER-SE> 49669903
<TOTAL-LIABILITY-AND-EQUITY> 67713002
<SALES> 0
<TOTAL-REVENUES> 1674266
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 287430
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 826255
<INCOME-PRETAX> 387896
<INCOME-TAX> 1850
<INCOME-CONTINUING> 384196
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 384196
<EPS-PRIMARY> .12
<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.
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"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.
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"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.
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"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.
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"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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