<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM................TO..................
COMMISSION FILE NUMBER 000-24803
SUNDERLAND CORPORATION
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(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-2102142
- -------------------------------- ---------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2901 EL CAMINO AVENUE, LAS VEGAS, NEVADA 89102
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
702/227-0965
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(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
--- ---
Number of shares outstanding of each of the issuer's classes of common equity,
as of April 30, 2000:
Common 6,989,270
<PAGE>
SUNDERLAND CORPORATION
INDEX
PART I FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements Page No.
-----------
<S> <C>
Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999
(unaudited) 1
Consolidated Statements of Operations for the three months ended
March 31, 2000 and 1999 (unaudited) 2
Consolidated Statement of Cash Flows for the three months ended
March 31, 2000 and 1999 (unaudited) 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussions and Analysis 5-7
PART II OTHER INFORMATION
Item 1. Legal Proceedings 7
Item 2. Changes in Securities and Use of Proceeds 7
Item 3. Defaults Upon Senior Securities 7
Item 4. Submission of Matters to a Vote of Security Holders 7
Item 5. Other Information 7
Item 6. Exhibits and Reports on Form 8-K 7
SIGNATURES 7
</TABLE>
<PAGE>
PART 1 FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
SUNDERLAND CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
March 31, December 31,
2000 1999
--------------- ---------------
<S> <C> <C>
Current assets
Cash $ 666,831 $ 1,109,454
Accounts receivable 1,610,228 1,222,040
Due from affiliate 168,952 --
Notes receivable 292,097 423,000
Investments in marketable securities 207,856 114,949
Investment in real estate held for sale 1,306,901 1,293,194
Investments in mortgage loans on real estate 4,798,552 5,516,244
Other investments 42,530 --
Deferred tax asset 27,542 27,542
--------------- --------------
Total current assets 9,121,489 9,706,423
Non-current assets
Property and equipment, net 140,883 134,751
Other assets 213,638 132,857
--------------- --------------
Total assets $ 9,476,010 $ 9,974,031
=============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 95,636 $ 235,553
Accrued expenses 92,633 197,751
Income taxes payable 968,742 736,875
Due to related party 54,675 244,641
Note payable 1,284,339 1,324,072
Lines of credit 1,076,241 2,009,691
--------------- --------------
Total current liabilities 3,572,266 4,748,583
Stockholders' equity
Preferred stock, $.0001 par value; 20 million shares authorized;
no shares issued -- --
Common stock, $.0001 par value; 100 million shares authorized;
6,989,270 and 6,969,270 shares issued and outstanding
during 2000 and 1999, respectively 1,444 616
Additional paid-in capital 2,310,524 2,205,997
Retained earnings 3,591,776 3,018,835
--------------- --------------
Total stockholders' equity 5,903,744 5,225,448
--------------- --------------
Total liabilities and stockholders' equity $ 9,476,010 $ 9,974,031
=============== ==============
</TABLE>
See Accompanying Notes to Financial Statements
1
<PAGE>
SUNDERLAND CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
March 31, 2000 March 31, 1999
------------------ ----------------
<S> <C> <C>
Revenues
Loan origination and related fees $ 2,558,454 $ 1,226,361
Revenue from accounting services 539,116 465,855
Interest income 233,418 349,301
Other income 13,781 18,689
------------ ------------
Total revenues 3,344,769 2,060,206
Operating expenses
Sales and marketing 570,766 192,972
General and administrative 1,503,806 1,183,264
------------ ------------
Total operating expenses 2,074,572 1,376,236
Income Before Provision for Income Taxes 1,270,197 683,970
Provision for Income Taxes 431,867 232,550
------------ ------------
Net income $ 838,330 $ 451,420
============ ============
Basic and fully diluted earnings per
common share $ 0.12 $ 0.06
============ ============
Weighted average number of common
shares used in per share calculation 6,989,270 6,969,270
============ ============
</TABLE>
See Accompanying Notes to Financial Statements
2
<PAGE>
SUNDERLAND CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
March 31, 2000 March 31, 1999
------------------ ----------------
<S> <C> <C>
Cash flows from financing activities:
Net income $ 838,330 $ 451,420
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 8,706 2,571
Changes in operating assets and liabilities:
Increase in accounts receivable (388,188) (39,282)
Increase in other assets (80,781) --
Increase in due from affiliate (168,952) --
Decrease in accounts payable and
accrued expenses (245,035) (166,823)
Decrease in due to related party (189,966) --
Increase in income taxes payable 231,867 232,550
------------------ -----------------
Net cash provided by operating activities 5,981 480,436
------------------ -----------------
Cash flows from investing activities:
Cash outlay for property and equipment (14,838) (11,292)
Proceeds from payments on note receivable 30,903 --
Cash proceeds from sale of investments 568,548 428,350
------------------ -----------------
Net cash provided by investing activities 584,613 417,058
------------------ -----------------
Cash flows from financing activities:
Distribution to the shareholders (60,034) (698,743)
Payments on capital lease obligations -- (997)
Payments on notes payable and lines of credit (973,183) (962)
------------------ -----------------
Net cash used by financing activities (1,033,217) (700,702)
------------------ -----------------
Net change in cash (442,623) 196,792
Cash-beginning balance 1,109,454 459,491
------------------ -----------------
Cash-ending balance $ 666,831 $ 656,283
================== =================
</TABLE>
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES:
On January 31, 2000, 17,700 shares of common stock were issued to acquire all of
the outstanding shares of DM Mortgage Advisors, Inc.
On March 15, 2000, 10,300 shares of common stock were issued to acquire all of
the outstanding shares of DM Financial Services, Inc.
On March 31, 2000, 800,000 shares of common stock were issued to acquire all of
the outstanding shares of L.L. Bradford & Company.
See Accompanying Notes to Financial Statements
3
<PAGE>
SUNDERLAND CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
accordance with Securities and Exchange Commission requirements for interim
financial statements. Therefore, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The financial statements should be read in conjunction
with the Form 10-KSB for the year ended December 31, 1999 of Sunderland
Corporation ("Sunderland" or "the Company").
The results of operations for the interim periods shown in this report are not
necessarily indicative of results to be expected for the full 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 operation. All such adjustments are of a normal recurring
nature.
NOTE 2 - ACQUISITION
L.L. Bradford & Company - On March 31, 2000, the Company acquired all the
outstanding capital stock of L.L. Bradford & Company (LLB), in exchange for
800,000 shares of the Company's common stock pursuant to a tax-free
reorganization. LLB is a public accounting and consulting firm majority owned by
Lance K. Bradford, Chief Financial Officer and Director of Sunderland, and
Leilani Bradford, his spouse. The acquisition of LLB has been accounted for as a
pooling of interests.
NOTE 3 - RELATED PARTY TRANSACTIONS
As of March 31, 2000, the balance due from affiliate approximating $169,000
consists of advances made to an officer and director of the Company. The balance
due from a related party is non-interest bearing and will be due on demand.
4
<PAGE>
PART 1 FINANCIAL INFORMATION (continued)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following information should be read in conjunction with the consolidated
financial statements and the accompanying notes thereto included in Item 1 of
this Quarterly Report, the Form 8K filed on April 14, 2000, and the Form 10-KSB
for the year ended December 31, 1999 of Sunderland Corporation.
FORWARD LOOKING STATEMENTS
When used in this Quarterly Report on Form 10-QSB the words or phrases "will
likely result," "are expected to," "will continue," "is anticipated," or similar
expressions are intended to identify "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
are subject to certain risks and uncertainties, including but not limited to
changes in interest rates, the Company's dependence on debt financing and
securitizations to fund operations, and fluctuations in operating results. Such
factors, which are discussed in Management's Discussion and Analysis of
Financial Condition and Results of Operations, could affect the Company's
financial performance and could cause the Company's actual results for future
periods to differ materially from any opinion or statements expressed herein
with respect to future periods. As a result, the Company wishes to caution
readers not to place undue reliance on any such forward looking statements,
which speak only as of the date made.
The following financial review and analysis is intended to assist in
understanding and evaluating the financial condition and results of operations
of the Company for the three months ended March 31, 2000. This information
should be read in conjunction with the financial statements and accompanying
notes included in this quarterly report.
COMPANY OVERVIEW
Sunderland Corporation, a diversified financial services organization and one of
the nation's largest private lenders has recently broadened its operations to
include the newly created financial services and investment divisions resulting
from the recent merger with L.L. Bradford and Company and the acquisition of DM
Financial Services, Inc. Sunderland has also expanded its mortgage lending
division with the acquisition of DM Mortgage Advisors, Inc. The Company now
delivers a broad spectrum of financial services through three divisions:
mortgage lending, financial services, and investments.
Mortgage Lending:
Sunderland Corporation, through its subsidiary, Capsource, Inc. dba Del Mar
Mortgage (Del Mar), is a large commercial lender in the State of Nevada
specializing in real estate investments and is licensed in the state of
Nevada. The Company provides financing for residential and commercial
construction projects as well as land acquisition and development. Del Mar
has originated more than $500 million in loans in the last three years.
The Company has also recently completed the acquisition of DM Mortgage
Advisors, Inc., a mortgage company licensed in the state of Arizona. This
acquisition is the first step in expanding the mortgage lending division to
multiple states.
Financial Services:
Sunderland Corporation has recently completed a merger with L.L. Bradford
and Company, one of the largest accounting and consulting firms in Las
Vegas, Nevada. The merger will significantly expand the range of financial
products and services offered by Sunderland's newly developed Financial
Services Division. L.L. Bradford's President and founder, Lance Bradford,
will oversee the Financial Services Division and also serve as Chief
Financial Officer of Sunderland Corporation.
5
<PAGE>
Investment Division:
Sunderland Corporation has begun building a national financial services
network with its acquisition of DM Financial Services, Inc., an investment
securities broker-dealer registered in 18 states. In addition, Capsource,
Inc. is the managing member of DM Mortgage Investors, LLC that will invest
in mortgage loans secured by commercial and residential real property,
primarily in Nevada, Arizona and California (including properties under
construction). The loans will be selected for DM Mortgage Investors, LLC by
Capsource, Inc., its managing member. In April 2000, DM Mortgage Investors,
LLC filed a form S-11 with the Securities and Exchange Commission for an
offer and sale of 100,000,000 units for $1.00 per unit.
COMPARISON OF THE THREE MONTH PERIOD ENDED MARCH 31, 2000 and 1999
Revenue. The Company reported revenues of $3.3 million for the three months
ended March 31, 2000, an increase from $2.1 million in the same period in 1999.
The increase in revenue was primarily due to a 40% increase in total loans
funded. The Company also increased its origination fees assessed to four percent
compared to three percent in the same period of the prior year.
Sales and Marketing expenses. Sales and marketing expenses increased to $.6
million for the three months ended March 31, 2000 from $.2 million in the same
period in 1999. The increase is primarily related to marketing fees paid as a
result of a transition agreement consummated in the second quarter of 1999. The
transition agreement expires in the second quarter of 2000.
General and Administrative expenses. General and administrative expenses
increased to $1.5 million for the three months ended March 31, 2000 from $1.2
million in the same three months of 1999. The company has implemented a budget
committee for the sole purpose of tracking and minimizing general and
administrative expenses. The increase in general and administrative expenses in
proportion to the increase in revenues is minimal primarily due to the
effectiveness of the budget committee.
CAPITAL AND LIQUIDITY
Liquidity is a measure of a company's ability to meet potential cash
requirements, including ongoing commitments to fund lending activities and for
general purposes. Cash for originating loans and general operating expenses is
primarily obtained through cash flows from operations and private investors.
The Company has significant ongoing liquidity needs to support its existing
business and continued growth. The Company's liquidity is actively managed on a
periodic basis and the Company's financial status, including its liquidity, is
reviewed periodically by the Company's management. This process is intended to
ensure the maintenance of sufficient funds to meet the needs of the Company.
The Company has historically relied upon the cash flow from operations to
provide for its capital requirements. Management believes that cash generated
from operations, together with cash and trust deed investments on hand at March
31, 2000 will be sufficient to provide for its capital requirements for at least
the next 12 months. The Company may seek additional equity financing for future
working capital and acquisitions in the latter part of 2000 through an offering
of its common stock, and contemplates that offering, before expenses relating to
the offering, will be no less than $15 million and no more than $20 million.
Further, the Company will be actively seeking initial credit line arrangements
of no less than $100 million. There can be no assurance that the Company will be
able to complete a secondary offering or obtain credit lines.
During the three months ended March 31, 2000, cash flows provided by operating
activities approximated $6,000 compared to $.5 million during the same period in
1999. Cash flows from investing activities provided $.6 million compared to $.4
million in the same period in 1999. Investing activities consisted primarily of
proceeds from sales of trust deed investments in the amount of $.6 million
during 2000. Cash flow from financing activities used $1 million compared to $.7
million in the same period in 1999. Financing activities primarily consisted of
payments on existing lines of credit during 2000.
6
<PAGE>
At March 31, 2000, Sunderland had $0.7 million of cash and had $9.1 million in
current assets. On the same date, current liabilities approximated $3.6 million.
Accordingly, Sunderland appears to have sufficient working capital and capital
to meet its operating needs in the near term without the need for additional
external financing.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is unaware of
such proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Report on Form 8-K filed during the first quarter 2000:
Form 8-K dated and filed on April 14, 2000 regarding the acquisition of L.L.
Bradford & Company and related exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned there unto duly
authorized.
SUNDERLAND CORPORATION
By: /s/ Lance K. Bradford
LANCE K. BRADFORD, Chief Financial Officer
Date: May 12, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 666,831
<SECURITIES> 207,856
<RECEIVABLES> 2,071,277
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,121,489
<PP&E> 140,883 <F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,476,010
<CURRENT-LIABILITIES> 3,572,266
<BONDS> 0
0
0
<COMMON> 1,444
<OTHER-SE> 5,902,300
<TOTAL-LIABILITY-AND-EQUITY> 9,476,010
<SALES> 3,097,570
<TOTAL-REVENUES> 3,344,769
<CGS> 2,074,572
<TOTAL-COSTS> 2,074,572
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,270,197
<INCOME-TAX> 431,867
<INCOME-CONTINUING> 838,330
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 838,330
<EPS-BASIC> 0.12
<EPS-DILUTED> 0.12
<FN>
<F1> net of depreciation
</FN>
</TABLE>
