U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-QSB [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _________ to _________ Commission file number: 33-26036 -------- PROPERTY SECURED INVESTMENTS, INC. --------------------------------------- (Exact name of small business issuer as specified in its charter) California 95-4075422 ----------------------- ------------------------ (State of Incorporation) (I.R.S. Employer ID No.) 445 South Figueroa Street, Ste. 2600, Los Angeles, CA 90071-1630 -------------------------------------- (Address of principal executive offices) (213) 612-7714 (Andrew K. Proctor) --------------------------------------- (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes...X... No........ APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. At June 30, 1995, 707,918 shares of common stock, no par value. Transitional Small Business Disclosure Format(check one): Yes.......No...X... Exhibit Index at Page 11 Page 1 of 12 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. -------------------- The following financial statements are furnished: Balance sheets (unaudited) as of June 30, 1995 and December 31, 1994. Statements of Operations (unaudited) for the six months and three months ended June 30, 1995 and 1994. Statements of Cash Flows (unaudited) for the six months ended June 30, 1995 and 1994. Notes to Financial Statements (unaudited). Page 2 of 12 Property Secured Investments, Inc. BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 1995 1994 -------- ------------ Cash $ 158,072 $ 170,323 Notes receivable, net of provision for losses of $9,378 and $35,000 (note 2) 234,711 300,243 Accrued interest receivable 4,765 2,496 Real estate 317,365 317,365 ---------- ---------- $ 714,913 $ 790,427 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accrued expenses and other liabilities $ 18,924 $ 35,039 Deferred revenues 3,940 8,163 ---------- ---------- 22,864 43,202 Stockholders' Equity Common stock, 10,000,000 shares authorized,707,918 shares issued and outstanding 6,298,479 6,298,479 Additional paid-in capital 2,970 2,970 Distributions in excess of earnings (5,609,400) (5,554,224) ---------- ---------- Total Stockholders' Equity 692,049 747,225 ---------- ---------- $ 714,913 $ 790,427 ========== ========== The accompanying notes are an integral part of these financial statements Page 3 of 12 Property Secured Investments, Inc. STATEMENTS OF OPERATIONS (Unaudited) Six months ended Three months ended June 30, June 30, 1995 1994 1995 1994 ---- ---- ---- ---- Income Interest $ 7,241 $102,854 $ 3,004 $ 45,496 Loan origination fees 4,223 14,542 11,500 Other 2,201 1,646 -------- -------- -------- -------- Total income 11,464 119,597 3,004 58,642 Expenses Operating 66,640 204,317 39,359 117,103 Provision for losses on notes receivable and real estate 105,000 105,000 -------- -------- -------- -------- Total expenses 66,640 309,317 39,359 222,103 -------- -------- -------- -------- Net loss before loss on sale of real estate (55,176) (189,720) (36,355) (163,461) -------- -------- -------- -------- Loss on sale of real estate (2,696) -------- -------- -------- -------- Net loss $(55,176) $(192,416) $(36,355) $(163,461) ======== ======== ======== ======== Per common share information: Net loss $ (.08) $ (.27) $ (.06) $ (.23) ======== ======== ======== ======== Income dividends .00 .00 .00 .00 Return of capital dividends .00 .10 .00 .00 -------- -------- -------- -------- Total dividends $ .00 $ .10 $ .00 $ .00 ======== ======== ======== ======== Weighted average shares outstanding 707,918 707,918 707,918 707,918 ======== ======== ======== ======== The accompanying notes are an integral part of these financial statements Page 4 of 12 Property Secured Investments, Inc. STATEMENTS OF CASH FLOWS For the six months ended June 30, 1995 and 1994 (Unaudited) 1995 1994 ---- ---- Cash flows from operating activities: Interest received $ (4,972) $112,100 Operating expenses paid (82,755) (221,099) Other income received 2,201 -------- -------- Net cash used in operating activities (77,783) (106,798) Cash flows from investing activities: Principal payments received on notes receivable 65,532 225,361 Deposit for sale of assets 25,000 Proceeds on sale of real estate 303,797 -------- -------- Net cash provided by investing activities 65,532 555,158 Cash flows from financing activities: Cash distributions to stockholders (495,543) Payments on trust deed note payable (137,530) -------- -------- Net cash used in financing activities (633,073) -------- -------- Net decrease in cash (12,251) (185,713) Cash, beginning of period 170,323 488,369 -------- -------- Cash, end of period $158,072 $302,646 ======== ======== Cash flows from operating activities: Net loss $(55,176) $(192,416) Adjustments to reconcile net loss to net cash used in operating activities before cash distributions to shareholders: Loss on sale of real estate 2,696 Provision for losses on notes receivable and real estate 105,000 Amortization of loan origination fees (4,223) (14,542) (Increase) decrease in accrued interest receivable (2,269) 9,246 Decrease in accrued expenses and other liabilities (16,115) (16,782) -------- -------- Net cash used in operating activities $(77,783) $(106,798) ======== ======== The accompanying notes are an integral part of these financial statements Page 5 of 12 Property Secured Investments, Inc. NOTES TO FINANCIAL STATEMENTS For the six months ended June 30, 1995 and 1994 The results of operations for the interim periods shown in this report are not necessarily indicative of the results to be expected for the year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Organization ------------ Property Secured Investments, Inc. (the "Company" or "PSI") was incorporated in 1986 and began operations in 1987. The Company has elected to be taxed as a Real Estate Investment Trust ("REIT"). The Company has investments in promissory notes collateralized principally by deeds of trust on Southern California real property. In 1994, the Company obtained stockholder approval to convert to a perpetual life REIT. Allowance for Loan Losses ------------------------- The allowance for loan losses is maintained at a level that, in the Board of Directors judgment, is adequate to absorb future losses. Non-performing Notes Receivable ------------------------------- Notes receivable are placed on non-accrual status when principal and interest are past due 90 days or more, or there is reasonable doubt that principal or interest will be collected. Loans are not restored to accruing status until principal and interest are current. Real Estate Held for Sale ------------------------- Real Estate represents property that the Company has obtained through foreclosure on trust deeds that were in its portfolio and that it is holding for sale. The property is recorded at the lower of estimated fair value less estimated selling costs or at cost. Costs of maintaining foreclosed properties and preparing them for sale are expenses as incurred. Deferred Revenues ----------------- Deferred revenues consist of loan origination fees relating to loans originated or acquired by the Company. Loan fees have been deferred and are being recognized as income on a method approximating a level yield over the life of each respective loan. Page 6 of 12 Federal Income Taxes -------------------- The Company qualifies as an REIT under the Internal Revenue Code and, accordingly, is not subject to Federal income taxes on amounts distributed to shareholders, providing it distributes at least 95% of its taxable income and meets certain other conditions. The Company believes that it has met the require- ments for continued qualification as a REIT as of June 30, 1995. Net Loss Per Share ------------------ Net loss per share is based on the weighted average number of common shares outstanding. NOTE 2 - NOTES RECEIVABLE Notes receivable represent amounts due from borrowers relating to loans originated or acquired by the Company with original loan terms generally ranging from five to thirteen years. Generally, the notes are collateralized by first or second deeds of trust on improved property located in California and provide for monthly payments of principal and interest with interest rates generally ranging from 8% to 11.9% per annum. The following is a summary of notes receivable: June 30, December 31, 1995 1994 ------------ ------------ Second trust deeds, collateralized by residential and commercial property 244,089 335,243 ------- ------- Less provision for losses on notes 9,378 35,000 ------- ------- $234,711 $300,243 ======== ======== Page 7 of 12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. ------------------------------------------------- Property Secured Investments, Inc. (the "Company") is a California Corporation. The Company was organized in 1986, began operations in 1987, and elected in its 1987 Federal Income Tax Return to be taxed as a Real Estate Investment Trust, a REIT. The Company was formed to invest in fixed and variable rate promissory notes (the "Notes") secured by first and second deeds of trust on real property located in Southern California. The Company has also invested in notes which are secured by other promissory notes. Such other promissory notes were in all cases secured by deeds of trust and all-inclusive trust deeds. On September 12, 1994, the Company's shareholders approved a modification of the Company's Bylaws which had the effect of permitting the Company to make equity investments in real property as well as investing in Notes secured by real property. The Company's Board of Directors has not as yet made any new investments for the Company since its election in September of last year. The Company ceased acquiring Notes in 1991 and shortly thereafter began to distribute the proceeds of the Company's Note portfolio to its shareholders as payments were received. At the Company's annual shareholders meeting for 1994, the shareholders approved a proposal to sell substantially all of the Company's real estate assets. Most of the Notes in the Company's portfolio were either sold or paid off in the fourth quarter of 1994 or first quarter of 1995. In the first quarter of 1995, the Company terminated the Purchase and Sale Agreement pursuant to which the Company had disposed of the majority of its assets, leaving it with three assets in its portfolio, one note and two pieces of real estate. The Company's Board of Directors continues to explore opportunities for recapitalizing the Company through, among other things, a new public offering of the Company's common stock, and the opportunities currently available for investment in real estate structured either as equity or secured debt. If the Board determines that it is in the best interests of the Company and its shareholders to raise new capital for further investment, it is not currently possible to project the overall effect of such activities on the Company's net income for 1995. If the Board does not decide to raise new capital and resume investment activities, it will seek to sell or otherwise liquidate the Company's remaining assets and distribute the proceeds of such liquidations and all of the Company's reserves, after the payment of expenses, to the Company's shareholders as soon as practicable. The Company is unable to predict with any confidence the resulting impact upon the Company's net income from such a decision, although both income and expenses should decrease significantly in 1995 from the levels in 1994 under such a course of action. The Company anticipates that its expenses in 1995 will exceed its income. Page 8 of 12 There has been little change in the Company's financial condition between the end of the last fiscal year and the end of the second quarter of 1995. The principal changes in the financial condition and results of operation of the Company between the second quarter of 1994 and the second quarter of this year are primarily the result of the sale of most of the Company's Note portfolio and the distribution of much of the proceeds of that sale to the Company's shareholders in the last quarter of 1994. The Company's interest income declined by nearly 93% and its total income was reduced by over 90% from the second quarter of 1994 to the second quarter of 1995. On the other hand, the Company's operating expenses also dropped by more than 67% between the two periods. The Company continues to have net operating losses as a result of its reduced income. Until and unless the Company is successful in raising new capital to fund its operations, it is anticipated that the results of the Company's operations in future quarters will be similar to that in the second quarter of this year. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. -------------------------------- (a) Exhibits No. Description ---- ------------- 3a Articles of Incorporation of Property Secured Investments, Inc. <F*> (3-a) 3b Bylaws of Property Secured Investments, Inc. <F**> (3-b)/<F***> 4a Articles of Incorporation of Property Secured Investments, Inc. <F*> (3-a) 4b Bylaws of Property Secured Investments, Inc. <F**> (3-b)/<F***> 27 Financial Data Schedule [FN] <F*> Incorporated by reference to the Company's Registration Statement on Form S-11, filed with the Commission on December 12, 1988. (References in () are to original exhibit numbers.) <F**> Incorporated by reference to Amendment No. 1 to the Company's Registration Statement on Form S-11 filed with the Commission on August 14, 1989, modified as set forth in the Company's definitive Proxy Statement filed with the Commission on August 11, 1994. (References in () are to original exhibit numbers.) Page 9 of 12 <F***> Incorporated by reference to the Company's definitive Proxy Statement filed with the Commission on August 11, 1994, pages 33 - 37. (b) Report on Form 8-K dated March 17, 1995, was filed by the Company in which it was reported that the Company had changed its principal accountants from Singer, Lewak, Greenbaum and Goldstein to Deloitte & Touche ad that the Purchase and Sale Agreement between the Company and Jess Kent & Company had been terminated. SIGNATURES Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Property Secured Investments, Inc. ---------------------------------- (Registrant) Dated: August 14, 1995 By: /s/Andrew K. Proctor ----------------------------- Andrew K. Proctor, Chairman and President Dated: August 14, 1995 By: /s/Andrew K. Proctor ----------------------------- Andrew K. Proctor, Treasurer Page 10 of 12 EXHIBIT INDEX No. Description Page # ---- ----------- ------ 3a Articles of Incorporation of Property Secured Investments, Inc. <F*> (3-a) 3b Bylaws of Property Secured Investments, Inc. <F**> (3-b)/ <F***> 4a Articles of Incorporation of Property Secured Investments, Inc. <F*> (3-a) 4b Bylaws of Property Secured Investments, Inc. <F**> (3-b)/ <F***> 27 Financial Data Schedule 12 [FN] <F*> Incorporated by reference to the Company's Registration Statement on Form S-11, filed with the Commission on December 12, 1988. (References in () are to original exhibit numbers.) <F**> Incorporated by reference to Amendment No. 1 to the Company's Registration Statement on Form S-11 filed with the Commission on August 14, 1989, modified as set forth in the Company's definitive Proxy Statement filed with the Commission on August 11, 1994. (References in () are to original exhibit numbers.) <F***> Incorporated by reference to the Company's definitive Proxy Statement filed with the Commission on August 11, 1994, pages 33 - 37. Page 11 of 12