U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
AMENDMENT NO. 1 TO
ANNUAL REPORT ON
FORM 10-KSB/A
(MARK ONE)
[X] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
1934 For the fiscal year ended December 31, 1999
[_] Transition Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the transition period from __________ to __________
Commission file number 0-24803
VESTIN GROUP, INC.
(Formerly Sunderland Corporation)
(Exact name of registrant as specified in its charter)
DELAWARE 52-2102142
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation of Organization)
2901 El Camino Avenue, Las Vegas, Nevada 89102
(Address of principal executive offices)
Issuer's telephone number, including area code: (702) 227-0965
Securities registered under Section 12(b) of the Exchange Act:
NONE
Securities registered under Section 12(g) of the Exchange Act:
Common stock, $.0001 par value
Title of class
Check whether 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.
<PAGE>
YES __X__ NO _____
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.
YES _____ NO __X__
State issuer's revenues for its most recent fiscal year: $11,861,995.
As of March 15, 2000, there were 6,161,270 shares of the registrant's common
stock, $.0001 par value, issued and outstanding.
State the aggregate market value of the voting and non-voting common equity held
by nonaffiliates computed by reference to the price at which the common equity
was sold, or the average bid and ask price of such common equity, as of a
specified date within the past 60 days.
As of March 15, 2000: Approximately $18,529.000.
Transitional Small Business Disclosure Format YES _____ NO __X__
DOCUMENTS INCORPORATED BY REFERENCE:
The information required in Part III, Items 9, 10, 11 and 12 is
incorporated by reference herein from Sunderland Corporation's definitive Proxy
Statement for the Annual Meeting of Stockholders held on June 23, 2000, which
was filed on April 27, 2000.
2
<PAGE>
PART I
Item 1. DESCRIPTION OF BUSINESS
Introduction
Vestin Group, Inc., formerly Sunderland Corporation (the "Company"),
through its wholly-owned subsidiary, Capsource, Inc., originates and arranges
the purchase and sale of loans secured by real property primarily for commercial
and residential developers.
The Company was formed in Delaware on June 2, 1998, as Sunderland
Acquisition Corporation. On August 13, 1998, the Company filed a Registration
Statement on Form 10-SB under the Securities Exchange Act of 1934, as amended.
On April 27, 1999, the Company acquired all the outstanding capital stock of
Capsource, Inc., a licensed Nevada mortgage company, in exchange for 20,000
post-split shares of common stock of the Company. Simultaneously with the
Capsource Acquisition, the Company acquired certain assets and assumed certain
liabilities of Del Mar Mortgage, Inc. and Del Mar Holdings, Inc. in exchange for
4,891,270 post-split shares of common stock of the Company. Capsource, Del Mar
Mortgage and Del Mar Holdings are related entities by virtue of being under the
common management and controlling ownership of Michael Shustek, Chief Executive
Officer and Chairman of the Company.
Upon the completion of the three acquisitions the Company changed its name
from "Sunderland Acquisition Corporation" to "Sunderland Corporation," and
effected a 5-for-3 stock split of its issued and outstanding common stock. On
October 15, 1999, the Company filed a Registration Statement on Form SB-2
covering 1,926,270 shares of common stock held by various stockholders.
In the last quarter of 1999, the Company consummated an agreement to
acquire DM Financial Services, Inc., a broker-dealer, and DM Mortgage Advisors,
Inc., a mortgage business, in exchange for the Company's common stock. Both
companies were wholly owned by Michael Shustek, who received 10,300 shares of
the Company's common stock for DM Financial Services, Inc., and 17,700 shares of
the Company's common stock for DM Mortgage Advisors, Inc. The National
Association of Securities Dealers and the Corporate Securities Division of the
State of Nevada approved the Company's acquisition of DM Financial Services in
the second quarter of 2000. The acquisition of DM Mortgage Advisors, Inc.
received regulatory approval by the State of Arizona.
The Company has filed a registration statement with the Securities and
Exchange Commission for the establishment of DM Mortgage Investors, LLC (the
"Fund"), which will offer and sell up to $100,000,000 of limited liability
company units. Capsource, the Company's wholly owned subsidiary, is the Manager
and sole member of the Fund.
On March 31, 2000, the Company acquired the assets of L.L. Bradford &
Company, certified public accountants and consultants for 800,000 shares of the
Company's common stock. L.L. Bradford was majority owned by Leilani D. Bradford
and Lance Bradford, at the time the
3
<PAGE>
Company's Chief Financial Officer and a Director. Mr. Bradford has since become
the Company's corporate secretary.
The Company changed its name to Vestin Group, Inc. after its June 23, 2000
annual meeting of stockholders.
Background
The Company originates loans, primarily for commercial and residential
developers, and obtains funds for these loans through private lenders. The
Company earns its principal revenues through (i) loan origination fees on the
loans it originates; and (ii) loan fees equal to the spread between the interest
rate collected from borrowers and the interest rate to be paid to investors.
Because of the speed of the Company's approval and funding of loans (typically
10-20 days), the Company earns a higher interest rate on these loans. This
higher rate enables the Company to attract investors willing to fund those
loans.
The Company is also an investor in selected real estate mortgage assets.
The Mortgage Lending Business
Mortgage lending refers to the origination and funding of loans secured by
real property. Loan origination involves the processing of a loan application,
which includes various documents and research, the approval of the loan and the
funding of the loan.
The mortgage lending industry consists of large public and private
institutional lenders, such as banks, insurance companies, and thrifts, as well
as numerous private and non-conventional lenders. To obtain a loan borrowers
need to establish (i) good character, as determined through credit checks and
references, (ii) capacity to repay the loan, as determined by bank statements
and sources of income, and (iii) adequate collateral, as determined by property
appraisal, environmental reports and other documentation. A deficiency in any
one area can result in rejection of the loan application.
The Company seeks to address the needs of borrowers unable or unwilling to
meet the more restrictive requirements of traditional lenders, and those
borrowers who require quicker responses. When evaluating prospective borrowers,
[these lenders][the Company will] typically focus on the value of collateral,
which reduces the paperwork and time needed to evaluate other factors.
Key Markets
The Company's key market is borrowers who have an average of 35% to 40%
equity in real property but whose needs the Company believes are not being met
by traditional mortgage lenders. Commercial and residential real estate
developers are an important class of these borrowers.
Typically, real estate developers depend upon, among other things, the
timely completion of a project to obtain a competitive advantage when selling
their properties. The Company has sought to attract real estate developers by
offering expedited loan processing, which generally provides quick loan approval
and the funding of a loan. As a result, the Company has established a market
4
<PAGE>
niche as a non-conventional mortgage lender. Currently, approximately 85% of the
loans originated by the Company service real estate developers. The remaining
approximately 15% of the Company's loans involve primarily (i) land loans (10%),
and (ii) bridge financing loans (5%).
Sources Of Revenue
The Company recognizes revenue primarily from loan origination fees, loan
servicing fees, and extension fees. Loan origination fees are recorded as
revenue at the close of escrow and reduced by direct loan origination costs.
Loan servicing fees are recorded as revenue when such services are rendered.
Servicing fees represent the interest spread between what is paid to the
investor and what the borrower pays for the use of the money. This can vary from
loan to loan. Extension fees are recorded as revenue at the extension grant
date.
Loan Fees
For each loan originated by the Company, the Company receives a loan
origination fee of up to 4% of the principal amount of the loan. A processing
fee of approximately $2,000 per loan is charged to document and package the
loan. Late charges are assessed for non-timely payments. The Company may also
receive additional fees for closing accounts upon termination of the loan (i.e.,
"EXIT FEES"). Lastly, the Company receives loan extension fees when extending
the term of any loan.
Loan Fees -- Interest Spread
Loan fees are amounts the Company retains that are the difference between
the interest rates charged to borrowers and the interest rates paid to lenders.
The Company typically receives interest rate spreads of 0.75% as loan fees. For
construction loans, which constitute the bulk of the Company's loans, interest
begins to accrue on the amounts contained in the initial draw schedule as of the
date of each draw, with the condition that interest will commence to accrue on
the entire principal of the loan committed in the fifth (5th) month after the
closing of the loan regardless of the draw schedule. If the actual schedule of
the borrower differs from the draw schedule, interest will still begin to accrue
on the dates and in the amounts contained in the draw schedule, or sooner if the
actual draw downs precede the scheduled dates. Therefore, if the borrower
experiences delays, the actual draw downs will occur later than the initial draw
schedule and the borrower will begin to pay interest on the draw amounts even
though actual disbursement has not been made.
Loans
The various stages in the development of land and the construction of
structures on it correspond to the different types of loans the Company
originates.
Raw And Unimproved Land Loans
The Company offers loans for the purchase or development of raw, unimproved
land. Generally, the Company determines whether to make these loans based upon
the 90-day quick sale value of the property and the borrower's actual capital
investment in the property. The "90-day quick sale value" is the highest price
for which the land could actually be sold within the next 90 days, the
approximate time of a foreclosure, as determined by local real estate brokers
and others.
5
<PAGE>
The value is generally the same as the cost of the land to the borrower.
Typically, the Company will lend less than 60% of the "90-day quick sale value,"
and the Company usually requires that the borrower have invested in the property
actual capital expenditures of at least 25% of the property's value.
Raw Land Inventory Loan
Raw land inventory loans represent property that is outside of current
urbanization, but is in the next area to be developed. This land contains no
improvements or infrastructure (i.e. roads, sewer hook-ups, power lines), but
infrastructure is within the municipal plans for expansion. For raw land
inventory, the Company also typically does a " 90-day quick sale valuation,"
upon which it will generally lend up to 60% of that value. Additionally, the
Company usually requires that the borrower have invested in the property actual
capital expenditures of at least 20% of the property's value.
Development Property Loans
A development property loan is a loan to complete the basic development of
the property, such as utility installation and curbing, just before
construction. Upon completion of development, the property can readily be sold.
Generally, the Company conducts an appraisal of the value of the property and
will make a loan of up to 60% of the approved value.
Construction Loans
A construction loan provides funds for the construction of one or more
structures on developed land. Typically, the Company conducts an appraisal of
the value of the property and proposed improvements and will lend up to 75% of
the appraised value. If the construction loan is for the construction of
multiple structures, such as a subdivision of homes, the Company will make its
loan based solely upon the construction of the model homes, which are used to
attract homebuyers. Upon satisfactory completion of the model homes, the Company
will provide an additional loan for the construction of the remainder of the
subdivision. The additional loan amount will depend upon the pre-sales activity
for the homes to be built. If the developer has signed a contract for the sale
of a home, then the Company will generally lend up to 100% of the cost of
construction to build that home. The loan amount for unsold houses varies and
can exceed the 75% loan to value ratio of the model homes.
Bridge Loans
A bridge loan provides funds for commercial borrowers to make improvements
to the property needed to increase the net operating income of the property so
that it can qualify for institutional refinancing. The Company will value the
existing property and generally loan up to 75% of that value.
6
<PAGE>
Brokered Loans; Home Mortgage Loans
In addition to originating loans, the Company acts as a broker for
permanent residential loans. After completing a construction loan for a
residential development, the Company typically offers the homebuyers an
opportunity to obtain a home mortgage loan through the Company. In that case,
because of the low interest rate involved in individual home mortgages, the
Company will usually arrange the loan with the borrower and place the loan with
another lender. Loans brokered by the Company typically meet the specific
underwriting standards of the Government National Mortgage Association (Ginnie
Mae), Federal National Mortgage Association (Fannie Mae), and other such
entities, which make these loans readily resaleable in the secondary market.
During 1999 the Company did not broker any of these type of loans.
Operations
Loan Processing
Upon receipt of a loan request, the Company commences the loan application
and approval process. The Company reviews the borrower's financial condition,
the purpose of the loan and the real property involved. This information may
include, among other things, credit reports, environmental reports and property
appraisals. All loans originated by the Company are first reviewed and approved
by the loan committee to confirm that all requirements have been satisfied,
although the loan committee may waive certain loan requirements based upon its
overall review of the loan. The loan committee consists of three or more
officers or loan managers of the Company authorized to approve loans. The loan
committee members have substantial experience in the real estate and mortgage
lending industries.
Loan Funding
Currently, the Company obtains funds for its loans primarily through
investors providing funds by investing in all or portions of the promissory
notes secured by deeds of trust of the borrowers. Investors are comprised
primarily of individuals. The investors receive monthly interest payments from
the promissory notes. The deeds of trust grant a security interest in the real
property that serves as collateral for the loan. Because of the low
loan-to-value ratio required by the Company and the borrower's equity in the
properties, the secured notes offer substantial protection for the investment
while yielding a significant return.
The Company filed a registration statement with the Securities and Exchange
Commission for the establishment of DM Mortgage Investors, LLC (the "Fund"),
which will offer and sell up to $100,000,000 of limited liability company units.
Capsource, the Company's wholly owned subsidiary, is the sole manager and sole
member of the Fund, and will remain as such until the Securities and Exchange
Commission declares the registration statement effective and the Fund receives
gross proceeds of $1.5 million.
Competition
Competition in the mortgage lending industry is intense. Many institutional
and other financial lenders are engaged in originating mortgage loans. The
Company considers its direct
7
<PAGE>
competitors to be the providers of non-conventional mortgage loans, that is,
lenders who offer short-term, equity-based loans on an expedited basis for
slightly higher fees and rates than those charged by conventional lenders. To a
lesser extent, the Company also competes with conventional mortgage lenders,
such as banks and other financial institutions that offer conventional mortgage
loans. Competition in the Company's market niche depends upon a number of
factors, including price and interest rates of the loan, speed of loan
processing, cost of capital, reliability, quality of service and support
services.
The Company's principal competitors in its market niche as a
non-conventional mortgage lender in the Nevada area include: Consolidated
Mortgage Corp., and Global Express Mortgage, both of which engage in originating
the same types of loans as those currently made by the Company. In the broader
market, the Company's competitors consist of conventional mortgage lenders,
which include Bank of America, Bank One, Wells Fargo, Residential Funding, First
Security Bank, United Bank of Texas. Many of the companies against which the
Company competes have substantially greater financial, technical and other
resources than the Company.
Regulation
The operations of the Company are conducted through its wholly-owned
operating subsidiary, Capsource. These operations are subject to extensive
regulation by federal, state and local laws and governmental authorities.
Capsource conducts its real estate mortgage business under a "PRIVILEGED"
license issued by the Nevada Division of Financial Institutions (the
"Division"). Under Nevada Revised Statutes ("NRS") Sections 645B.010 through
645B.230, the Division has broad discretionary authority over Capsource's
activities, including the authority to conduct periodic regulatory audits of all
aspects of Capsource's operations.
Del Mar Mortgage, Inc. and Michael V. Shustek were subject to disciplinary
action by the Division in the past which action was subsequently vacated after
an audit of Del Mar Mortgage Inc.'s operations.
The Company is required to comply with the Equal Credit Opportunity Act of
1974, (which prohibits creditors from discriminating against loan applicants on
the basis of race, color, sex, age or marital status), and the Fair Credit
Reporting Act of 1970 (which requires lenders to supply applicants with the name
and address of the reporting agency where the applicant is denied credit). The
Company is also subject to various other federal and state securities laws
regulating the issuance and sale of securities, as well as the Employee
Retirement Income Security Act of 1974, and other federal, state and local laws.
8
<PAGE>
Because the Company's business is highly regulated, the laws, rules and
regulations applicable to the Company are subject to regular modification and
change. There can be no assurance that laws, rules or regulations will not be
adopted in the future that could make compliance much more difficult or
expensive, restrict the Company's ability to originate, service or broker loans,
further limit or restrict the amount of commissions, interest and other charges
earned on loans originated or brokered by the Company, or otherwise adversely
affect the business or prospects of the Company.
Employees
As of December 31, 1999, the Company employed 20 personnel, of whom 18 were
full time and 2 were part-time. Of these employees, 4 were employed in
underwriting and 3 performed general and administrative functions. The Company
has entered into employment agreements with senior managers to fill the
positions of President, Chief Executive Officer and Vice-President of Regulatory
Affairs. No employees are covered by a collective bargaining agreement. The
Company considers its relationship with its employees to be good.
Item 2. DESCRIPTION OF PROPERTY
The Company maintains its executive offices at 2901 El Camino Ave., Suite
206, Las Vegas, Nevada which consist of about 7,000 square feet of office space.
These offices contain the Company's marketing, loan processing and
administrative personnel. The current lease expires in March, 2004.
Item 3. LEGAL PROCEEDINGS
Del Mar Mortgage, Inc. is involved in several legal actions arising in the
ordinary course of its business. Del Mar Mortgage, Inc. is vigorously defending
itself through legal counsel against these legal actions. In one case, which is
still in the discovery phase, the adverse party has claimed damages in excess of
$790,000. Michael Shustek, the Company's Chairman and sole stockholder of Del
Mar Mortgage, Inc., has agreed to indemnify Del Mar Mortgage, Inc. against any
loss that may be incurred. Consequently, Del Mar Mortgage, Inc. does not believe
that an adverse determination in that action would have a material adverse
effect on its liquidity or financial statements. As a result of the asset
acquisition, the Company may be determined to be a successor in interest to Del
Mar Mortgage, Inc. in these legal actions.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote or consent of the shareholders during
the fourth quarter of 1999.
9
<PAGE>
PART II
Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Information: Trading in the Company's common stock commenced on
December 10, 1999 under the symbol "DLMA" on the OTC Bulletin Board which is
maintained by Nasdaq. In [month] 2000, the Company's common stock was approved
for quotation on the Nasdaq Small Cap Market. In June 2000, when the Company
changed its name to Vestin Group, Inc., the Company's symbol was changed to
"VSTN".
The table below lists the high and low bid prices for the common stock as
reported by the National Quotation Bureau for the Company's last two fiscal
years. Bid prices represent prices between broker-dealers and do not include
retail mark-ups and markdowns or any commission to broker-dealers. In addition,
these prices do not necessarily reflect actual transactions.
OTC Bulletin Board
-------------------------
US$ High US$ Low
-------- -------
2000
First Quarter (First Quarter through 7.63 6.13
March 15, 2000
1999
4th Quarter 6.38 5.38
(b) Holders
At February 28, 2000, there were approximately 300 stockholders of record
of the Company's common stock.
(c) Dividends
The Company's policy is to retain all earnings, if any are realized, for
the development and growth of its business. The Company has never declared or
paid cash dividends on its common shares and does not anticipate paying cash
dividends in the foreseeable future. Any determination to pay dividends will be
at the discretion of the Company's Board of Directors and will depend upon the
Company's financial condition, results of operations, capital requirements,
limitations contained in loan agreements and such other factors as the Board of
Directors deems relevant.
10
<PAGE>
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
This Annual Report on Form 10-KSB/A contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. This
Act provides a "safe harbor" for forward-looking statements to encourage
companies to provide prospective information about themselves and provide
meaningful cautionary statements identifying important factors that could cause
actual results to differ from the projected results. All statements other than
statements of historical fact made in this annual report are forward looking. In
particular, the statements regarding industry prospects and future results of
operations or financial position are forward-looking statements. Forward-looking
statements reflect management's current expectations and are inherently
uncertain. The Company's actual results may differ significantly from
management's expectations.
The following financial review and analysis is of the financial condition
and results of operations of the Company, for the years ended December 31, 1999
and 1998. This information should be read in conjunction with the Company's
Consolidated Financial Statements and accompanying notes and other detailed
information regarding the Company appearing elsewhere in this Form 10-KSB. All
operations of the Company are conducted through its wholly owned subsidiary,
Capsource, Inc.
Overview
On April 27, 1999, the Company, then a non-operating public company with
nominal net assets, acquired certain assets and assumed certain liabilities
representing the operations of Del Mar Mortgage, Inc. and Del Mar Holdings, Inc.
(the "Del Mar Entities") in exchange for 4,891,270 shares of the Company common
stock (after the 5-for-3 stock split). The combination of the Del Mar Entities
has been accounted for in a manner similar to a pooling of interest, as the
companies were under common control. The Company (after the 5-for-3 stock split)
concurrently acquired 100% of the outstanding common stock of Capsource, Inc. in
exchange for 20,000 shares of Company common stock.
Under generally accepted accounting principles, the acquisition of the Del
Mar Entities is considered to be a capital transaction in substance, rather than
a business combination. That is, the acquisition is equivalent to the issuance
of stock by the Del Mar Entities for the net monetary assets of the Company,
accompanied by a recapitalization, and is accounted for as a change in capital
structure. Accordingly, the accounting for the acquisition is identical to that
resulting from a reverse acquisition, except that no goodwill is recorded. Under
reverse takeover accounting, the post reverse-acquisition comparative historical
financial statements of the "legal acquirer" (the Company) are those of the
"legal acquiree" (Del Mar Entities) (i.e. the accounting acquirer).
Accordingly, the consolidated financial statements of the Company as of
December 31, 1999, and for the years ended December 31, 1999 and 1998, are the
combined historical financial statements of Del Mar Mortgage, Inc. and Del Mar
Holdings, Inc. The assets not acquired, net of the liabilities not assumed, have
been accounted for as distributions to the stockholder of Del Mar Mortgage, Inc.
and Del Mar Holdings, Inc., Michael Shustek, the Chairman and Chief Executive
Officer of the Company.
11
<PAGE>
The business combination with Capsource has been accounted for as a
purchase business combination. The cost of Capsource is based upon the fair
value of the 20,000 common shares issued to the Capsource shareholder, which was
$12,360.
RESULTS OF OPERATIONS:
COMPARISON OF YEAR ENDED DECEMBER 31, 1999 AND YEAR ENDED DECEMBER 31, 1998
The historical operations of the Company for the year ended December 31,
1999, and 1998 are analyzed as follows:
Revenue. Revenue is primarily comprised of loan origination and servicing
fees, and interest income. The Company reported total revenues of $11.9 million
in 1999, an increase from $7.2 million in 1998. The increase in revenue was
primarily due to increases in overall loan volume by approximately $104 million
and in the portfolio of loans serviced for others by approximately $64 million
compared to 1998. The Company had approximately 102 and 79 loans as of December
31, 1999, and 1998, respectively. Repeat borrowers accounted for over 25% of
loans originated during the year ended December 31, 1999.
Sales and Marketing Expenses. Sales and marketing expenses primarily
consist of advertising, and commissions. Sales and marketing expenses of $1.7
million for the year ended December 31, 1999, increased from $500,000 in 1998.
The 1999 increase is primarily due to an overall increase in commissions paid as
a result of increased loan volume as discussed above.
General and Administrative Expenses. General and administrative expenses
primarily consist of payroll and related expenses, transition fees, professional
fees, and general corporate expenses. General and administrative expenses of $6
million for the year ended December 31, 1999, increased from $3.8 million in
1998. The 1999 increase in general and administrative expenses was primarily due
to transitions fees of about $2.6 million in 1999, while no such fees were
incurred in 1998. On April 27, 1999, the Company entered into a non-renewable
transition agreement with Del Mar Mortgage, Inc., a company wholly owned by the
Company's majority stockholder. The transition agreement requires the Company to
pay Del Mar Mortgage, Inc. 25% of loan origination fees earned from April 27,
1999, through October 26, 1999, and 12.5% of such fees from October 27, 1999
through April 26, 2000. The Agreement also requires the Company to remit to Del
Mar Mortgage, Inc. all future loan servicing and extension fees recognized on
loans originated by the Company prior to April 27, 1999. The Agreement
terminates on April 26, 2000.
Income before Income Taxes. As a result of the foregoing factors, income
before income taxes of $3.9 million for 1999, increased from $2.7 million in
1998.
Pro Form Net Income. Prior to the recapitalization of the Company (April
27, 1999), the earnings of Del Mar Mortgage, Inc., which are included in the
Consolidated Statements of Income, were taxed to the stockholder of Del Mar
Mortgage, Inc. pursuant to an election to be taxed as an S corporation. The pro
forma information reflects a provision for income taxes as if Del Mar Mortgage,
Inc. had been a C corporation for the years ended December 31, 1999 and 1998
using an assumed effective tax rate of 34%. Pro forma net income per share has
been computed by dividing pro forma net income by the weighted average shares
outstanding.
12
<PAGE>
Liquidity and Capital Resources
Liquidity is a measure of a company's ability to meet potential cash
requirements, including ongoing commitments to fund lending activities and for
general purposes. Cash for originating loans and general operating expenses is
primarily obtained through cash flows from operations and private investors.
At December 31, 1999, the Company's principal sources of liquidity
consisted of $1.2 million of cash and marketable securities, and cash flows from
$5.5 million of investments in mortgage loans on real estate with maturities of
one year or less. As of that date, the Company's principal commitments consisted
of a line of credit of $2.0 million, and income taxes payable of $700,000.
During 1999, cash flows from operating activities of the Company provided
$4.0 million compared to $2.6 million provided during 1998. This increase was
primarily due to the increase in income before provision for income taxes. Cash
used in investing activities approximated $3.5 million during 1999 compared to
$2.7 million in 1998. Investing activities during 1999 consisted primarily of
purchases of mortgage loans in the amount of $3.1 million. Cash provided by
financing activities approximated $168,000 in 1999 compared to cash used of
approximately $144,000 in 1998. Financing activities during 1999 consisted
primarily of an advance on a line of credit of $2.0 million and distribution to
stockholder of $2.1 million. Prior to the recapitalization of the Company on
April 27, 1999, the net income of Del Mar Mortgage, Inc., which is included in
the Consolidated Statements of Income, were taxed to the shareholder of Del Mar
Mortgage, Inc. Accordingly, the distribution to stockholder approximating $2.1
million relates to net income of Del Mar Mortgage, Inc. from January 1, 1999
through April 26, 1999.
The Company relies upon the cash flow from operations to provide for its
capital requirements. Management believes that cash generated from operations,
together with cash and cash flows from investments in mortgage loans on real
estate on hand at December 31, 1999, will be sufficient to provide for its
capital requirements for at least the next 12 months. From time to time, the
Company considers potential acquisitions of related businesses or assets, which
if undertaken could have a material effect upon the Company's results of
operations and liquidity position. The Company may seek additional equity
financing in the fourth quarter of 2000 through an offering of its common stock
in the range of $15 million to $20 million. Further, the Company will be
actively seeking initial credit lines or other arrangements for additional
financing. There can be no assurance that the Company will be able to complete a
secondary offering or obtain additional financing.
Impact Of Inflation and Changing Prices
The Consolidated Financial Statements and related data presented herein
have been prepared in accordance with generally accepted accounting principles,
which require the measurement of financial position and operating results in
terms of historical dollars (except for securities that are carried at market
value), without considering changes in the relative purchasing power of money
over time due to inflation. Unlike most industrial companies, substantially all
13
<PAGE>
of the assets and liabilities of the Company are monetary in nature. As a
result, interest rates have a more significant effect on the Company's
performance than the effects of general levels of inflation. Interest rates do
not necessarily move in the same direction or with the same magnitude as the
changes in prices of goods and services.
Item 7. FINANCIAL STATEMENTS:
The Company's consolidated financial statements as of December 31, 1999 and
for the years ended December 31, 1999 and 1998 begin on page F-1.
14
<PAGE>
VESTIN GROUP, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS....................... F-1
FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET.......................................... F-2
CONSOLIDATED STATEMENTS OF INCOME................................... F-3
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY..................... F-4
CONSOLIDATED STATEMENTS OF CASH FLOWS............................... F-5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.......................... F-6
REPORT OF HANSEN, BARNETT & MAXWELL ON DEL MAR HOLDINGS, INC........ F-16
REPORT OF HANSEN, BARNETT & MAXWELL ON
DEL MAR MORTGAGE, INC............................................... F-17
15
<PAGE>
Report of Independent Certified Public Accountants
Board of Directors
Sunderland Corporation and Subsidiaries
We have audited the accompanying consolidated balance sheet of Sunderland
Corporation and Subsidiaries (formed as a result of the combination of Del Mar
Mortgage, Inc. and Del Mar Holdings, Inc.) as of December 31, 1999 and the
related consolidated statements of income, stockholders' equity, and cash flows
for the year then ended. The consolidated financial statements give retroactive
effect to the merger of Del Mar Mortgage, Inc. and Del Mar Holdings, Inc. on
April 27, 1999, which has been accounted in a manner similar to the pooling of
interests method as described in the notes to the consolidated financial
statements. These consolidated financial statements are the responsibility of
the management of Sunderland Corporation. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Sunderland Corporation and Subsidiaries as of December 31, 1999 and the
consolidated results of their operations and their consolidated cash flows for
the year then ended in conformity with generally accepted accounting principles.
The financial statements of Del Mar Mortgage, Inc. and Del Mar Holdings, Inc.
(not separately presented herein) as of and for the year ended December 31,
1998, were audited by other auditors whose reports dated April 9, 1999 and May
21, 1999, respectively, expressed an unqualified opinion on those statements. We
also audited the combination of the accompanying consolidated statements of
income, stockholders' equity, and cash flows for the year ended December 31,
1998, after restatement for the 1999 pooling of interests; in our opinion, such
consolidated statements have been properly combined on the basis described in
Note A of the notes to the consolidated financial statements.
/s/ Grant Thornton LLP
Reno, Nevada
February 11, 2000
F-1
<PAGE>
Sunderland Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEET
December 31, 1999
ASSETS
Cash $1,085,753
Accounts receivable 902,622
Notes receivable 323,000
Investments in marketable securities 114,949
Investment in real estate held for sale 1,293,194
Investments in mortgage loans on real estate 5,516,244
Deferred tax asset 27,542
Other assets 115,870
Property and equipment, net 35,005
----------
Total assets $9,414,179
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 232,935
Accrued expenses 197,751
Line of credit 1,980,000
Income taxes payable 736,875
Due to related party 244,641
Note payable 1,290,000
----------
Total liabilities 4,682,202
----------
Commitments and contingencies --
----------
Stockholders' equity
Preferred stock, $.0001 par value;
20 million shares authorized;
no shares issued --
Common stock, $.0001 par value;
100 million shares authorized;
6,161,270 shares issued and outstanding 616
Additional paid-in capital 1,642,490
Retained earnings 3,088,871
----------
Total stockholders' equity 4,731,977
----------
Total liabilities and stockholders' equity $9,414,179
==========
The accompanying notes are an integreal part of this statement.
F-2
<PAGE>
Sunderland Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
Year ended December 31,
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Revenues
Loan origination and related fees $11,237,208 $ 6,517,057
Interest income 605,468 646,698
Other income 19,319 24,199
----------- -----------
Total revenues 11,861,995 7,187,954
----------- -----------
Expenses
Sales and marketing expenses 1,749,948 536,077
General and administrative expenses 6,049,323 3,820,273
Interest expenses 142,489 115,956
----------- -----------
Total expenses 7,941,760 4,472,306
----------- -----------
Income before provision for income taxes 3,920,235 2,715,648
Provision for income taxes 959,333 --
----------- -----------
NET INCOME $ 2,960,902 $ 2,715,648
=========== ===========
Pro forma information (unaudited) (Note A):
Historical income before income taxes $ 3,920,235 $ 2,715,648
Pro forma income taxes 1,341,202 923,320
----------- -----------
Pro forma net income $ 2,579,033 $ 1,792,328
=========== ===========
Pro forma net income per share - basic and diluted $ 0.42 $ 0.38
=========== ===========
Weighted average shares outstanding 6,154,914 4,730,284
=========== ===========
</TABLE>
The accompanying notes are an integreal part of this statement.
F-3
<PAGE>
Sunderland Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Year ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
Preferred Stock Common Stock Additional Receivable
------------------------- ------------------------- Paid-in From
Shares Amount Shares Amount Capital Stockholder
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1998 -- $ -- 4,477,870 $ 448 $ 612,323 $ --
Issuance of common stock for cash, January
through August 1998, $5.35 per share -- -- 413,400 41 2,211,025 --
Distribution of receivable to a stockholder -- -- -- -- (2,101,087) --
Distribution of mortgage loans to a
stockholder -- -- -- -- (362,762) --
Cash advances to stockholder -- -- -- -- -- (535,646)
Net income -- -- -- -- 2,715,648 --
----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 1998 -- -- 4,891,270 489 3,075,147 (535,646)
Cancellation of $0.0001 common stock in
connection with recapitalization -- -- (100,000) (10) -- --
Issuance of $0.0001 common stock in
connection with recapitalization -- -- 1,350,000 135 291 --
Distribution of assets, net of liabilities,
to Del Mar Mortgage, Inc. -- -- -- -- (1,152,046) --
Distribution of assets, net of liabilities,
to Del Mar Holdings, Inc. -- -- -- -- (643,260) --
Acquisition of Capsource -- -- 20,000 2 12,358 --
Contribution by stockholder through
relief of note payable -- -- -- -- 350,000 --
Payments received on receivable from
stockholder -- -- -- -- -- 535,646
Net income -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 1999 -- -- 6,161,270 $ 616 $ 1,642,490 $ --
=========== =========== =========== =========== =========== ===========
<CAPTION>
Retained
Earnings Total
----------- -----------
<S> <C> <C>
Balance at January 1, 1998 $ 127,969 $ 740,740
Issuance of common stock for cash, January
through August 1998, $5.35 per share -- 2,211,066
Distribution of receivable to a stockholder -- (2,101,087)
Distribution of mortgage loans to a
stockholder -- (362,762)
Cash advances to stockholder -- (535,646)
Net income -- 2,715,648
----------- -----------
Balance at December 31, 1998 127,969 2,667,959
Cancellation of $0.0001 common stock in
connection with recapitalization -- (10)
Issuance of $0.0001 common stock in
connection with recapitalization -- 426
Distribution of assets, net of liabilities,
to Del Mar Mortgage, Inc. -- (1,152,046)
Distribution of assets, net of liabilities,
to Del Mar Holdings, Inc. -- (643,260)
Acquisition of Capsource -- 12,360
Contribution by stockholder through
relief of note payable -- 350,000
Payments received on receivable from
stockholder -- 535,646
Net income 2,960,902 2,960,902
----------- -----------
Balance at December 31, 1999 $ 3,088,871 $ 4,731,977
=========== ===========
</TABLE>
The accompanying notes are an integreal part of this statement.
F-4
<PAGE>
Sunderland Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 2,960,902 $ 2,715,648
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 6,806 12,854
Interest and loan extension fee added to note payable -- 100,000
Changes in operating assets and liabilities:
Accounts receivable (501,096) (308,954)
Deferred tax asset (27,542) --
Other assets (5,025) (3,038)
Due from related party (292,033) 983
Accounts payable and accrued expenses 764,594 216,417
Due to related party 332,270 (159,404)
Income taxes payable 736,875 --
----------- -----------
Net cash provided by operating activities 3,975,751 2,574,506
----------- -----------
Cash flows from investing activities:
Purchase of property and equipment (19,507) (18,562)
Purchase of investment in note receivable (323,000) --
Purchase of investment in marketable securities (114,949) --
Purchase of real estate held for sale (3,194) --
Purchase of investments in mortgage loans (3,055,520) (2,643,491)
----------- -----------
Net cash used in investing activities (3,516,170) (2,662,053)
----------- -----------
Cash flows from financing activities:
Advance on line of credit 1,980,000 --
Advances to related party -- (1,636,087)
Advances to stockholder -- (535,646)
Proceeds on short-term note -- 100,000
Payments on short-term note (100,000) (280,000)
Distribution to stockholder (2,132,305) --
Payments received from note receivable from stockholder 535,646 --
Payments on capital lease obligations -- (3,763)
Proceeds from issuance of common stock -- 2,211,066
Deferred offering costs (115,100) --
----------- -----------
Net cash provided by (used in) financing activities 168,241 (144,430)
----------- -----------
NET INCREASE (DECREASE) IN CASH 627,822 (231,977)
Cash at beginning of year 457,931 689,908
----------- -----------
Cash at end of year $ 1,085,753 $ 457,931
=========== ===========
Supplemental cash flow information:
Cash paid for Federal income taxes $ 250,000 $ 1,513
=========== ===========
Cash paid for interest $ 128,783 $ 19,447
=========== ===========
Noncash investing and financing activities:
Investment in real estate held for sale $ 1,290,000 $ --
=========== ===========
Contribution by stockholder through relief of note payable $ 350,000 $ --
=========== ===========
Distribution of liabilities, net of assets assumed to stockholder
of Del Mar Mortgage, Inc. and Del Mar Holdings, Inc. $ 336,999 $ --
=========== ===========
Distribution of receivable to stockholder $ -- $ 2,101,087
=========== ===========
Distribution of mortgage loans to stockholder $ -- $ 362,762
=========== ===========
</TABLE>
F-5
<PAGE>
Sunderland Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Sunderland Corporation ("Sunderland" or the "Company"), was incorporated in
the state of Delaware on June 2, 1998. The Company conducts its operations
primarily through Capsource, Inc. (Capsource), its wholly owned subsidiary.
Capsource operates as a mortgage company licensed in the state of Nevada.
Capsource is engaged in the origination, arrangement and secondary purchase
and sale of loans secured by real property. The Company's primary
operations consist of arranging for investor funding of mortgage loans for
the construction of commercial and residential projects in southern Nevada.
The Company also services such loans and operates in one business segment.
On April 27, 1999, Sunderland, a non-operating public company with nominal
net assets, acquired certain assets and assumed certain liabilities
representing the operations of Del Mar Mortgage, Inc. and Del Mar Holdings,
Inc. (the "Del Mar Entities") in exchange for 4,891,270 shares of
Sunderland common stock (post 5-for-3 stock split). The combination of the
Del Mar Entities has been accounted for in a manner similar to a pooling of
interests, as the companies were under common control. Sunderland
concurrently acquired 100% of the outstanding common stock of Capsource in
exchange for 20,000 shares of Sunderland common stock.
Under generally accepted accounting principles, the acquisition of the Del
Mar Entities is considered to be a capital transaction in substance, rather
than a business combination. That is, the acquisition is equivalent to the
issuance of stock by the Del Mar Entities for the net monetary assets of
Sunderland, accompanied by a recapitalization, and is accounted for as a
change in capital structure. Accordingly, the accounting for the
acquisition is identical to that resulting from a reverse acquisition,
except that no goodwill is recorded. The post reverse-acquisition
comparative historical financial statements of the "legal acquirer"
(Sunderland), are those of the "legal acquiree" (Del Mar Entities) (i.e.
the accounting acquirer).
Accordingly, the consolidated financial statements of Sunderland as of
December 31, 1999, and for the years ended December 31, 1999 and 1998, are
the combined historical financial statements of Del Mar Mortgage, Inc. and
Del Mar Holdings, Inc. The assets not acquired, net of the liabilities not
assumed, have been accounted for as distributions to Del Mar Mortgage, Inc.
and Del Mar Holdings, Inc.'s stockholders.
The business combination with Capsource has been accounted for as a
purchase business combination. The cost of Capsource is based upon the fair
value of the 20,000 common shares issued to the Capsource shareholder,
which was $12,360.
F-6
<PAGE>
Sunderland Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1999 and 1998
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- Continued
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and it's wholly-owned subsidiaries. All significant inter-company
transactions and balances have been eliminated in consolidation.
Concentrations
Substantially all of the Company's operations are derived from Southern
Nevada. Consequently, the Company's results of operations and financial
condition are affected by general trends in the Southern Nevada economy and
its commercial and residential real estate market.
The Company's mortgage loans will require the borrower to make a balloon
payment of the principal at maturity. To the extent that a borrower has an
obligation to pay a mortgage loan in a lump sum payment, its ability to
satisfy this obligation may be dependent upon its ability to refinance or
raise a substantial amount of cash. An increase in interest rates over the
mortgage rate applicable at origination of the loan may have an adverse
effect on the borrower's ability to refinance.
Financial instruments, which potentially subject the Company to credit
risk, consist primarily of cash in bank. The Company maintains its cash in
bank deposit accounts, which at times may exceed Federally insured limits.
Use of Estimates
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.
Revenue Recognition
The Company recognizes revenue primarily from loan origination fees, loan
servicing fees, and extension fees. Loan origination fees are recorded as
revenue at the close of escrow and reduced by direct loan origination
costs. Loan servicing fees are recorded as revenue when such services are
rendered. Servicing fees represent the interest spread between what is paid
to the investor and what the borrower pays for the use of the money. This
can vary from loan to loan. Extension fees are recorded as revenue at the
extension grant date.
Loan Origination Fees
Loan origination fees related to investments in mortgage loans on real
estate are amortized principally by the effective interest method over the
term of the related obligation.
F-7
<PAGE>
Sunderland Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1999 and 1998
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- Continued
Investments in Marketable Securities
Investments in equity securities consist of common stock. The securities
are stated at market value as determined by the most recently traded price
of each security at the balance sheet date. All marketable securities are
classified as available-for-sale securities under the provisions of
Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities."
Management determines the appropriate classification of its investments in
marketable securities at the time of purchase and reevaluates such
determination at each balance sheet date. Securities that are bought and
held principally for the purpose of selling them in the near term are
classified as trading securities and unrealized holding gains and losses
are included in earnings. Debt securities for which the Company does not
have the intent or ability to hold to maturity and equity securities are
classified as available-for-sale. Available-for-sale securities are carried
at fair value, with the unrealized gains and losses, net of tax, reported
in other comprehensive income. The net unrealized gains and losses were
immaterial for the years ended December 31, 1999 and 1998. The cost of
investments sold is determined on the specific identification or the
first-in, first-out method.
Property and Equipment
Property and equipment are stated at cost. Depreciation is provided
principally on the straight-line method over the estimated useful lives of
the assets of 5 and 7 years. The cost of repairs and maintenance is charged
to expense as incurred.
Comprehensive Income
The Company has no material components of other comprehensive income, and
accordingly, comprehensive income is the same as net income for the period.
Advertising Costs
Advertising costs are expensed as incurred and amounted to $339,000 and
$493,000 for the years ended December 31, 1999 and 1998, respectively.
Income Taxes
The liability method is used to account for income taxes. Under this
method, deferred income tax assets and liabilities are determined based on
differences between the financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that are
scheduled to be in effect when the differences are expected to reverse.
Prior to the recapitalization of the Company (April 27, 1999), the earnings
of Del Mar Mortgage, Inc., which are included in the Consolidated
Statements of Income, were taxed to the stockholder of Del Mar Mortgage,
Inc. pursuant to an election to be taxed as an S corporation.
F-8
<PAGE>
Sunderland Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1999 and 1998
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- Continued
Pro Forma Financial Information (Unaudited)
The pro forma information reflects a provision for income taxes as if Del
Mar Mortgage, Inc. had been a C corporation for the years ended December
31, 1999 and 1998 using an assumed effective tax rate of 34%. Pro forma net
income per share has been computed by dividing pro forma net income by the
weighted average shares outstanding.
Impairment of Long-Lived Assets to be Disposed
The Company continually monitors events and changes in circumstances that
could indicate carrying amounts of long-lived assets may not be
recoverable. When such events or changes in circumstances are present, the
Company assesses the recoverability of long-lived assets by determining
whether the carrying value of such assets will be recovered through
undiscounted expected future cash flows. If the total of the future cash
flows is less than the carrying amount of those assets, the Company
recognizes an impairment loss based on the excess of the carrying amount
over the fair value of the assets. Assets to be disposed of are reported at
the lower of the carrying amount or the fair value less costs to sell.
Earnings Per Share
Basic and diluted earnings per share is based on the weighted-average
number of outstanding common shares during the applicable period.
NOTE B - ACCOUNTS RECEIVABLE
The Company services loans which have been arranged for the investor
parties through a servicing agreement. The servicing agreement stipulates
that all extension fees charged on behalf of the investors shall be
retained by the Company as part of the loan servicing fees. Accounts
receivable represent extension and loan origination fees earned but not yet
received.
NOTE C - INVESTMENT IN REAL ESTATE HELD FOR SALE
The Company has an investment in real estate held for sale totaling
$1,293,194 at December 31, 1999. The investment in real estate held for
sale is recorded at the lower of carrying amount or fair value less cost to
sell (see Note F).
F-9
<PAGE>
Sunderland Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1999 and 1998
NOTE D - INVESTMENTS IN MORTGAGE LOANS ON REAL ESTATE
The Company invests in mortgage loans. The mortgage loans are secured by
first trust deeds on real estate. These loans have maturities of one year
or less with interest rates ranging from 12% to 14% payable monthly, with
principal due at maturity. Management believes the underlying value of the
assets securing the mortgage loans was sufficient at December 31, 1999 to
realize their carrying value. Accordingly, no allowance for loan losses has
been established.
NOTE E - PROPERTY AND EQUIPMENT
Property and equipment consists of the following at December 31, 1999:
Furniture and equipment $ 52,429
Less: Accumulated depreciation (17,424)
--------
35,005
========
NOTE F - NOTE PAYABLE
In 1999, the Company foreclosed on real estate which was subject to an
existing lien (the "note"). The term of the note is for one year and
includes interest at 12.75% per annum. The note is secured by certain real
estate. The note was originally due on October 8, 1999 and was extended to
April 8, 2000. The note requires monthly interest payments with the balance
of unpaid principal and interest due on April 8, 2000.
NOTE G - LINE OF CREDIT
The Company maintains a $3,000,000 floating line of credit with a financial
institution. The outstanding balance as of December 31, 1999 totaled
$1,980,000. The line of credit, which is guaranteed by the Company's
majority shareholder, is payable in monthly installments of interest only
at the bank's prime lending rate plus 1.5% (10% at December 31, 1999) and
expires on December 15, 2000. The line of credit is secured by 1,450,000
shares of the Company's common stock held by the majority stockholder
(23.5% of the outstanding stock at December 31, 1999) and the deeds of
trust on the property being advanced against. The line of credit agreement
limits payments of dividends on the Company's stock and transfers between
related parties without prior written consent from the financial
institution. The line of credit contains certain covenants, which the
Company has complied with as of December 31, 1999.
F-10
<PAGE>
Sunderland Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1999 and 1998
NOTE H - CREDIT AGREEMENT
The Company has entered into a credit agreement with a financial
institution that maintains non-interest bearing trust funds held on behalf
of the investors and the Company (Note I). The credit agreement allows the
Company to borrow funds up to the amount held in the trust accounts at a
rate of 1% and invest those funds in commercial paper (securities). The
Company has provided the financial institution with a security interest in
the securities and, at all times, the securities remain in the financial
institution's custody and control. The balance drawn down upon the credit
agreement was $0 at December 31, 1999.
NOTE I - TRUST ACCOUNTS
The Company manages on behalf of Del Mar Mortgage, Inc., a company wholly
owned by the Company's majority stockholder, certain trust assets including
cash and receivables on behalf of the investors. The cash is held at a
financial institution and the Company records and reconciles the
receivables from borrowers. At December 31, 1999, the cash held in trust
was $667,345 and the trust receivables were $1,215,466. The related trust
liability was $1,882,811 at December 31, 1999. The trust assets and
liabilities are not recorded on the balance sheet of the Company at
December 31, 1999.
NOTE J - LOANS SERVICED FOR OTHERS
The Company services loans for others, which are not shown on the balance
sheet. The face amount of these loans at December 31, 1999 approximated
$227,000,000. Loans serviced for others include construction loans that are
originated by the Company.
F-11
<PAGE>
Sunderland Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1999 and 1998
NOTE K - RELATED PARTY TRANSACTIONS
On April 27, 1999, the Company entered into a non-renewable transition
agreement (the "Agreement") with Del Mar Mortgage, Inc., a company wholly
owned by the Company's majority stockholder. The Agreement requires the
Company to pay Del Mar Mortgage, Inc. 25% of loan origination fees earned
from April 27, 1999 through October 26, 1999 and 12.5% of such fees from
October 27, 1999 through April 26, 2000. The Agreement also requires the
Company to remit to Del Mar Mortgage, Inc. all future loan servicing and
extension fees recognized on loans originated by the Company prior to April
27, 1999. The Agreement terminates on April 26, 2000. The Company incurred
$2,597,641 in fees related to the Agreement for the year ended December 31,
1999, which have been recorded as general and administrative expenses in
the consolidated financial statements.
The Company has recorded accounts receivable from Del Mar Mortgage, Inc. of
$443,390 as of December 31, 1999. The Company also has a balance due to Del
Mar Mortgage, Inc. of $244,641. These balances bear no interest and are due
on demand.
The Company incurred accounting and financial consulting fees of $150,000
and $180,000 for the years ended December 31, 1999 and 1998, respectively,
which were paid to an accounting firm whose managing principal is an
officer, director and stockholder of the Company (see Note S).
On December 23, 1999, the Company consummated agreements to acquire two
related party companies (see Note Q).
In 1998, the Company paid various expenses totaling $2,101,087, for and on
behalf of Shustek Investments, Inc., resulting in a receivable from Shustek
Investments, Inc. for that amount. On December 31, 1998, this receivable
was distributed to the majority stockholder of the Company.
F-12
<PAGE>
Sunderland Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1999 and 1998
NOTE L - INCOME TAXES
The components of income tax expense (benefit) are as follows as of
December 31:
1999 1998
----------- ---------
Current $ 986,875 $ --
Deferred (27,542) --
----------- ---------
$ 959,333 $ -0-
=========== =========
Deferred taxes result from temporary differences in the recognition of
certain revenue and expense items for income tax and financial reporting
purposes. The significant components of the Company's deferred taxes as of
December 31, 1999 are as follows:
Deferred tax assets:
Accrued compensation $ 27,542
Less: Valuation allowance --
---------
Net deferred taxes $ 27,542
=========
The reconciliation of the statutory federal rate to the Company's
effective income tax rate is as follows for the years ended December 31:
1999 1998
----------- ---------
Statutory tax provision $ 1,332,880 $ 923,320
Earnings taxed to shareholder (381,867) (923,320)
Non-deductible expenses 8,320 --
----------- ---------
$ 959,333 $ -0-
=========== =========
NOTE M - EMPLOYEE BENEFIT PLAN
The Company maintains a 401(k) Savings Plan which covers substantially all
full-time employees. Participants may make tax-deferred contributions of up
to 15% of annual compensation (subject to other limitations specified by
the Internal Revenue Code). The Company matches employee contributions
dollar for dollar up to 5% of compensation. The Company contributed $
37,537 and $20,316 to the plan for the years ended December 31, 1999 and
1998, respectively.
F-13
<PAGE>
Sunderland Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1999 and 1998
NOTE N - EMPLOYMENT AGREEMENTS
The Company has employment agreements and arrangements with certain
officers and key employees. The agreements generally continue for a period
of three years or until terminated by the executive or the Company with
cause. The agreements and arrangements provide the employees with a base
salary and benefits. The agreements contain covenants against competition
with the Company, which extend for a period of time after termination.
NOTE O - FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash, accounts receivable, notes receivable,
mortgage loans, accounts payable and notes payable approximate fair value
because of the short-term maturity of these instruments.
NOTE P - COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company operates from a leased office facility under a noncancellable
operating lease. The lease requires the Company to pay certain escalation
clauses for real estate taxes, operating expense, usage and common area
charges. Rent expense for the leased office facility charged to operations
for the years ended December 31, 1999 and 1998 was $140,000 and $194,000,
respectively.
The Company leases equipment under a noncancellable operating lease. Rent
expense for the equipment was $20,000 and $3,600 for the year ended
December 31, 1999 and 1998, respectively.
Future minimum rental payments required under the operating leases as of
December 31, 1999, are as follows:
2000 $ 180,418
2001 190,193
2002 193,728
2003 197,128
2004 66,363
-----------
$ 827,830
===========
F-14
<PAGE>
Sunderland Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1999 and 1998
NOTE Q - ACQUISITIONS
On December 23, 1999, the Company consummated an agreement to acquire all
the outstanding capital stock of DM Financial Services, Inc., a newly
formed Las Vegas, Nevada based securities broker-dealer for 10,300 shares
of the Company's common stock and DM Mortgage Advisors, Inc., a Phoenix,
Arizona based mortgage funding company for 17,700 shares of the Company's
common stock. The acquisition of DM Financial Services, Inc. and DM
Mortgage Advisors, Inc. are to be accounted for as a pooling of interests.
NOTE R - LITIGATION
The Company is a defendant in various lawsuits incurred in the normal
course of business. In the opinion of management, after consulting with
legal counsel, the liabilities, if any, resulting from these matters will
not have a material effect on the consolidated financial statements of the
Company.
NOTE S - SUBSEQUENT EVENTS
On March 31, 2000, the Company consummated a merger with L.L. Bradford and
Company (LLB), a Las Vegas based accounting firm, which will be accounted
for as a pooling of interests. LLB's managing principal is an officer,
director and shareholder of the Company. Under the terms of the merger, the
Company issued 800,000 shares of its common stock in exchange for 100% of
LLB's outstanding common stock.
F-15
<PAGE>
HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
(801) 532-2200
Member of AICPA Division of Firms Fax (801) 532-7944
Member of SECPS 345 East Broadway, Suite 200
Member of Summit International Associates Salt Lake City, Utah 84111-2693
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders
Del Mar Holdings, Inc.
Las Vegas, Nevada
We have audited the balance sheet of Del Mar Holdings, Inc. as of December 31,
1998 , and the related statements of operations, stockholders equity, and cash
flows for the year then ended (not presented herein). Those financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Del Mar Holdings, Inc. as of
December 31, 1998, and the results of its operations and cash flows for the year
then ended in conformity with generally accepted accounting principles.
/s/ HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
May 21, 1999
F-16
<PAGE>
HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
(801) 532-2200
Member of AICPA Division of Firms Fax (801) 532-7944
Member of SECPS 345 East Broadway, Suite 200
Member of Summit International Associates Salt Lake City, Utah 84111-2693
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
Del Mar Mortgage, Inc.
Las Vegas, Nevada
We have audited the balance sheet of Del Mar Mortgage, Inc. as of December 31,
1998, and the related statements of operations, stockholder's equity, and cash
flows for the year then ended (not presented herein). Those financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on those financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Del Mar Mortgage, Inc. as of
December 31, 1998, and the results of its operations and cash flows for the year
then ended in conformity with generally accepted accounting principles.
/s/ HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
April 9, 1999
F-17
<PAGE>
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On December 13, 1999, the Company dismissed Hansen, Barnett & Maxwell
("HBM") as its independent auditor. On January 3, 2000 the Company retained
Grant Thornton LLP ("Grant Thornton") as independent certified public
accountants to replace HBM.
The Company and HBM have not, in connection with the audit of the Company's
financial statements for each of the two years ended December 31, 1998 and 1997,
had any disagreement on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreement, if not resolved to HBM's satisfaction, would have caused HBM to
make reference to the subject matter of the disagreement in connection with its
reports. In connection with the Company's June 30, 1999, unaudited consolidated
financial statement, HBM disagreed with the appropriate accounting for the net
assets of the Del Mar Entities that were not transferred to the Company. It was
resolved that these net assets would be accounted for as capital distributions
from the accounting acquirer. In addition, there were disagreements regarding
the representation of the operations of the Del Mar Entities prior to the
reorganization as those of predecessor entities. This matter was also resolved
to present those prior operations.
The reports of HBM on the Company's financial statements for the past two
years did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainties, audit scope or accounting principles.
The decision to change accountants was approved by the Company's Board of
Directors.
The Company had no relationship with Grant Thornton that is required to be
reported under Regulation S-B Item 304(a)(2) during the two years ended December
31, 1998 and 1997 or the subsequent interim period prior to and including
December 13, 1999. The Registrant knows of no disagreements with Grant Thornton
on accounting and financial disclosure.
PART III
The Proxy Statement for the Annual Meeting of Stockholders held on June 23,
2000, which was filed pursuant to Regulation 14A under the Securities Exchange
Act of 1934 on April 27, 2000, is hereby incorporated by reference in this
Annual Report on Form 10-KSB/A pursuant to General Instruction E(3)A. The Proxy
Statement provides the information required under Part III (Items 9, 10, 11 and
12).
16
<PAGE>
EXHIBITS AND REPORTS ON FORM 8-K
(a) Consolidated Financial Statements filed herewith as required under Item
8 of this report include the Consolidated Balance Sheet at December 31, 1999,
and the Consolidated Statements of Income, Stockholders Equity and Cash Flows
for the years ended December 31, 1999 and 1998.
(b) None.
(c) The following exhibits are included in this report or are incorporated
by reference:
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
<S> <C> <C>
2.1* Agreement and Plan of Reorganization between the Company and Stephen
J. Byrne, dated as of April 9, 1999, filed with the Form 8-K of the
Company (file no. 0-24802) filed with the Commission on April 27, 1999
and incorporated herein by reference
2.2* Asset Acquisition Agreement between the Company and Del Mar Holdings,
Inc., a Nevada corporation, dated as of April 19, 1999 filed with the
Form 8-K of the Company (file no. 0-24803) filed with the Commission
on April 27, 1999, and incorporated herein by reference
2.3* Asset Acquisition Agreement between the Company and Del Mar Mortgage,
Inc., a Nevada corporation, dated as of April 9, 1999 filed with the
Form 8-K of the Company (file no. 0-24803) filed with the Commission
on April 27, 1999, and incorporated herein by reference
2.4* Agreement and Plan of Reorganization between the Company and L.L.
Bradford & Company, a Nevada professional corporation, and the
shareholders of L.L. Bradford & Company, dated March 31, 2000, filed
with the Form 8-K of the Company (file no. 0-24803) filed with the
Commission on April 14, 2000 and incorporated herein by reference
3.1* Certificate of Incorporation (incorporated by reference to Exhibit 2.1
to the Company's registration statement on Form 10-SBA, file no.
0-24803, filed with the Commission on August 13, 1998)
3.2* By-laws (incorporated by reference to Exhibit 2.2 to the Company's
registration statement on Form 10-SBA, filed with the Commission on
August 13, 1998)
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
<S> <C> <C>
4.* Specimen Common Stock Certificate; Specimen Preferred Stock
Certificate; Articles Four, Eight, Ten and Twelve of the Certificate
of Incorporation (incorporated by reference to Exhibit 3.1 to the
Company's registration statement on Form 10-SBA, file no. 0-24803,
filed with the Commission on October 12, 1997)
10.1** Employment Agreement between Del Mar Mortgage, Inc. and Stephen J.
Byrne dated November 3, 1998
10.2** Transition Agreement between Del Mar Mortgage, Inc. and Capsource,
Inc. dated April 27, 1999 and First Amendment to Transition Agreement
dated April 27, 1999
10.3** Employment Agreement between Del Mar Mortgage, Inc. and Michael
Whiteaker dated May 3, 1999
10.4** The 2000 Stock Option Plan of Sunderland Corporation
10.5** Employment Agreement between the Company and Michael Shustek dated
December 1, 1999
16* Letter on Change of Certifying Accountant (incorporated by reference
to Exhibit 16.1 to the Company's Form 8-K (file no. 0-24803) filed
with the Commission on December 12, 1999.)
21 List of Subsidiaries
27 Financial Data Schedule
</TABLE>
----------
* = Previously filed (incorporated by reference)
** = Previously filed on the Company's Annual Report on Form 10-K for the
fiscal year 1999, filed with the Commission on March 31, 2000.
(d) Schedules filed herewith include:
All schedules for which provision is made in Regulation S-K of the
Commission are not required under the related instructions or are not applicable
and therefore have been omitted.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
July 12, 2000 VESTIN GROUP, INC.
By: /s/ Michael V. Shustek
-----------------------
Michael V. Shustek,
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Lance Bradford
------------------
Lance Bradford
(Chief Financial Officer)
Pursuant to the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
July 12, 2000 By: /s/ Michael V. Shustek
----------------------
Michael V. Shustek, Director
By: /s/ Stephen J. Byrne
---------------------
July 12, 2000 Stephen J. Byrne, Director
By: /s/ Robert W. Fine
------------------
July 12, 2000 Robert W. Fine, Director
By: /s/ Lance Bradford
July 12, 2000 -----------------------
Lance Bradford, Director
19
<PAGE>
By:
-----------------------------
John E. Dawson, Director
July ___, 2000
By:
-----------------------------
July ___, 2000 Robert L. Forbuss, Director
By:
-----------------------------
July ___, 2000 Robert Aalberts, Director
20
