Delaware
|
|
6199
|
|
75-2243266
|
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer Identification
Number) |
|
|
|
J. Michael Mayerfeld, Esq.
John Bessonette, Esq. Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York 10036 (212) 715-9346 |
|
Alan Wovsaniker, Esq.
Steven M. Skolnick, Esq. Lowenstein Sandler PC 65 Livingston Avenue Roseland, New Jersey 07068 (973) 597-2500 |
Title of each class of
securities to be registered |
|
Amount to
be Registered |
|
Proposed
Maximum Offering Price Per Share |
|
Proposed Maximum
Aggregate Offering Price (2) |
|
Amount of
Registration Fee |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value $.01 per share
|
|
|
1,265,000
|
(1)
|
$
|
12.15
|
|
$
|
15,369,750
|
|
$
|
1,809.02
|
|
|
(1) Includes 165,000 shares of common stock that the underwriters have the option to purchase solely to cover over-allotments, if any.
|
|
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based on the average of the high and low prices reported by the Over-the-Counter Bulletin Board on June 8, 2005.
|
|
|
Per Share
|
|
Total
|
|
||
|
|
|
|
|
|
|
|
Public offering price
|
|
$
|
|
|
$
|
|
|
Underwriting discount
|
|
$
|
|
|
$
|
|
|
Proceeds to us, before expenses
|
|
$
|
|
|
$
|
|
|
|
Page
|
|
|
|
|
performing loans loans to borrowers who are contractually current, but may have been delinquent in the past and which may have deficiencies relating to credit history, loan-to-value ratios, income ratios or documentation;
|
|
|
|
|
|
reperforming loans loans to borrowers who are not contractually current, but have recently made regular payments and where there is a good possibility the loans will be repaid in full; and
|
|
|
|
|
|
nonperforming loans loans to borrowers who are delinquent, not expected to cure, and for which a primary avenue of recovery is through the sale of the property securing the loan.
|
|
|
Expand our growing reputation as a purchaser of diverse pools of S&D loans. Our recent emergence as a buyer of larger pools of S&D loans has generated greater visibility for us among traditional financial institutions and should increase the variety and magnitude of opportunities available to our acquisitions unit. We plan to keep expanding the number of sellers with whom we do business on a consistent basis, while continuing to make opportunistic acquisitions when appropriate circumstances present themselves.
|
|
|
|
|
|
Utilize our portfolio evaluation and pricing tools. We have a well-developed infrastructure that permits us to effectively evaluate and price S&D loans. This infrastructure was developed over many years and includes our people, specialized processes and technology. Our full execution capability permits us to purchase a sellers complete portfolio as a result of our ability to effectively evaluate, price, execute and service all of the various types of assets that may be included in a non-conforming portfolio. In addition, we generally use our own experienced personnel to perform credit file reviews.
|
|
|
|
|
|
Capitalize on our expertise in servicing all types of S&D and non-prime loans. We have developed an extensive array of processes and procedures that allow us to effectively service a wide range of S&D and non-prime loans. We believe that our ability to service loans in-house is a key element in
|
|
|
managing the risks inherent in our loans. We will continue to leverage our well-developed servicing capabilities to respond quickly to changing market conditions.
|
|
|
|
|
|
Diversify our business model by creating multiple sources of loans for our portfolio and servicing operations. By establishing two methods of generating new loans for our portfolio portfolio acquisitions and loan originations we decrease our reliance on any single source. Our in depth understanding of the non-prime segment of borrowers gives us the ability to shift our resources between the two businesses depending on market conditions.
|
|
|
|
|
|
Leverage our strong relationship with our lender to fund our operations. We plan to expand our strong historical relationship with Sky Bank and the other participating lenders in our master credit facility. These lenders have developed a deep understanding of our company and the segment of the mortgage industry in which we operate. We will also continue to explore other funding alternatives, such as seeking additional funding sources, including traditional direct lenders, the direct issuance of debt instruments and/or the securitization of certain acquired or originated loans.
|
|
|
|
|
|
Exploit our ability to hold loans on our balance sheet. Many financial institutions quickly sell or securitize the majority of their residential mortgage loans in the secondary market. We believe that our ability to hold significant portfolios of acquired or originated loans on our balance sheet provides us with a great deal of flexibility when responding to changes in market conditions.
|
Common stock offered
|
1,100,000 shares
|
|
|
Total common stock outstanding after this offering (1)
|
7,182,295 shares
|
|
|
Market for our common stock
|
Our common stock is currently quoted on the Over-the-Counter Bulletin Board under the symbol FCSC. We have filed an application to have our common stock approved for listing on The Nasdaq National Market following the pricing of this offering under the symbol FCMC.
|
|
|
Use of proceeds
|
We intend to use the net proceeds from this offering to enhance our capital structure in order to increase our ability to finance the acquisition, origination and servicing of additional mortgage loans, to enhance our ability to negotiate more favorable borrowing terms with our lender, which could result in a lower cost of funds, for working capital and for general corporate purposes. See Use of Proceeds.
|
|
|
Purchases by officers and directors
|
Certain of our officers, directors
and employees have indicated an intent to participate in the offering through
the purchase of approximately 75,000 shares, in the aggregate. In anticipation
of this participation, we have directed shares
to be reserved specifically for purchase by such officers, directors and
employees.
|
|
|
(1)
|
Based on share information as of March 31, 2005. Excludes 771,000 shares of our common stock issuable upon the exercise of outstanding options to purchase shares of our common stock with an average exercise price of $1.02 per share, and warrants to purchase 97,000 shares of our common stock with an average exercise price of $1.91 per share.
|
|
|
At or for the
Three Months Ended March 31, |
|
At or for the Year Ended December 31,
|
|
|||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||
|
|
2005
|
|
2004
|
|
2004
|
|
2003
|
|
2002
|
|
2001
|
|
2000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Statement of Income Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
22,877,198
|
|
$
|
10,636,341
|
|
$
|
59,481,422
|
|
$
|
42,699,710
|
|
$
|
36,728,735
|
|
$
|
28,824,624
|
|
$
|
20,873,504
|
|
Purchase discount earned
|
|
|
2,251,481
|
|
|
1,341,397
|
|
|
9,234,896
|
|
|
5,154,601
|
|
|
3,841,927
|
|
|
3,986,498
|
|
|
3,788,034
|
|
Gain on sale of notes receivable
|
|
|
|
|
|
844,902
|
|
|
1,701,113
|
|
|
1,118,239
|
|
|
139,519
|
|
|
986,570
|
|
|
1,675,107
|
|
Gain on sale of loans held for sale
|
|
|
663,704
|
|
|
892,955
|
|
|
3,689,616
|
|
|
3,236,616
|
|
|
2,259,979
|
|
|
842,051
|
|
|
276,911
|
|
Gain on sale of other real estate owned
|
|
|
255,981
|
|
|
231,246
|
|
|
542,202
|
|
|
1,027,130
|
|
|
796,562
|
|
|
1,448,548
|
|
|
700,939
|
|
Prepayment penalties and other income
|
|
|
1,842,916
|
|
|
1,112,924
|
|
|
5,835,766
|
|
|
4,330,263
|
|
|
3,075,715
|
|
|
1,875,067
|
|
|
1,732,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
27,891,280
|
|
|
15,059,765
|
|
|
80,485,015
|
|
|
57,566,559
|
|
|
46,842,437
|
|
|
37,963,358
|
|
|
29,047,390
|
|
Interest expense
|
|
|
13,018,345
|
|
|
5,313,075
|
|
|
32,795,347
|
|
|
21,672,993
|
|
|
19,127,713
|
|
|
20,754,281
|
|
|
18,781,532
|
|
Collection, general and administrative
|
|
|
7,089,544
|
|
|
4,446,182
|
|
|
23,321,659
|
|
|
17,864,786
|
|
|
12,882,135
|
|
|
10,411,012
|
|
|
8,514,742
|
|
Recovery of a special charge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,662,598
|
)
|
|
|
|
|
|
|
Provision for loan losses
|
|
|
1,198,218
|
|
|
895,876
|
|
|
3,705,333
|
|
|
3,164,103
|
|
|
2,713,864
|
|
|
2,187,453
|
|
|
411,005
|
|
Amortization of deferred financing costs
|
|
|
692,987
|
|
|
592,901
|
|
|
2,761,476
|
|
|
1,979,208
|
|
|
1,264,112
|
|
|
1,058,443
|
|
|
619,892
|
|
Total expenses
|
|
|
22,204,568
|
|
|
11,361,416
|
|
|
63,078,705
|
|
|
45,186,102
|
|
|
34,664,987
|
|
|
34,637,210
|
|
|
28,476,727
|
|
Income before provision for income taxes
|
|
|
5,686,712
|
|
|
3,698,349
|
|
|
17,406,310
|
|
|
12,380,457
|
|
|
12,177,450
|
|
|
3,326,148
|
|
|
570,663
|
|
Provision for income taxes
|
|
|
2,615,888
|
|
|
1,665,000
|
|
|
7,900,000
|
|
|
5,695,000
|
|
|
5,514,000
|
|
|
444,000
|
|
|
|
|
Net Income
|
|
|
3,070,824
|
|
|
2,033,349
|
|
|
9,506,310
|
|
|
6,685,457
|
|
|
6,663,450
|
|
|
2,882,148
|
|
|
570,663
|
|
Earnings per share basic
|
|
$
|
0.51
|
|
$
|
0.34
|
|
$
|
1.60
|
|
$
|
1.13
|
|
$
|
1.13
|
|
$
|
0.49
|
|
$
|
0.10
|
|
Earnings per share diluted
|
|
$
|
0.45
|
|
$
|
0.30
|
|
$
|
1.43
|
|
$
|
1.02
|
|
$
|
1.07
|
|
$
|
0.49
|
|
$
|
0.10
|
|
Book value per share
|
|
$
|
5.38
|
|
$
|
3.67
|
|
$
|
4.88
|
|
$
|
3.33
|
|
$
|
2.20
|
|
$
|
1.07
|
|
$
|
0.58
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
$
|
837,706,645
|
|
$
|
459,382,163
|
|
$
|
811,885,856
|
|
$
|
465,553,870
|
|
$
|
435,259,394
|
|
$
|
331,643,076
|
|
$
|
255,055,677
|
|
Purchase discount
|
|
|
(29,388,621
|
)
|
|
(26,291,095
|
)
|
|
(32,293,669
|
)
|
|
(25,678,165
|
)
|
|
(22,974,310
|
)
|
|
(22,248,344
|
)
|
|
(23,392,400
|
)
|
Allowance for loan losses
|
|
|
(83,919,665
|
)
|
|
(50,789,815
|
)
|
|
(89,628,299
|
)
|
|
(46,247,230
|
)
|
|
(45,841,651
|
)
|
|
(33,490,456
|
)
|
|
(24,021,479
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net notes receivable
|
|
$
|
724,398,359
|
|
$
|
382,301,253
|
|
$
|
689,963,888
|
|
$
|
393,628,475
|
|
$
|
366,443,433
|
|
$
|
275,904,276
|
|
$
|
207,641,798
|
|
Originated loans held for sale
|
|
|
17,666,811
|
|
|
40,271,957
|
|
|
16,851,041
|
|
|
27,372,779
|
|
|
22,869,947
|
|
|
28,203,047
|
|
|
8,605,848
|
|
Originated loans held for investment
|
|
|
171,237,420
|
|
|
6,238,882
|
|
|
110,496,274
|
|
|
9,536,669
|
|
|
|
|
|
|
|
|
|
|
Other real estate owned
|
|
|
21,492,219
|
|
|
13,293,284
|
|
|
20,626,156
|
|
|
13,981,665
|
|
|
9,353,884
|
|
|
3,819,673
|
|
|
5,290,053
|
|
Total assets
|
|
|
996,110,184
|
|
|
475,022,007
|
|
|
891,510,754
|
|
|
476,733,346
|
|
|
424,419,034
|
|
|
334,162,501
|
|
|
243,235,288
|
|
Notes payable
|
|
|
916,186,427
|
|
|
416,824,117
|
|
|
807,718,038
|
|
|
427,447,844
|
|
|
395,266,144
|
|
|
313,943,808
|
|
|
231,050,485
|
|
Total stockholders equity
|
|
|
32,649,706
|
|
|
21,712,655
|
|
|
29,555,882
|
|
|
19,679,306
|
|
|
12,993,849
|
|
|
6,330,399
|
|
|
3,448,251
|
|
Selected Performance Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets (1)(2)
|
|
|
1.30
|
%
|
|
1.71
|
%
|
|
1.39
|
%
|
|
1.48
|
%
|
|
1.76
|
%
|
|
1.00
|
%
|
|
.26
|
%
|
Return on average equity (1)(3)
|
|
|
39.49
|
%
|
|
39.30
|
%
|
|
38.62
|
%
|
|
40.92
|
%
|
|
68.96
|
%
|
|
58.95
|
%
|
|
18.04
|
%
|
Total revenue/average assets (1)(4)
|
|
|
11.82
|
%
|
|
12.66
|
|
|
11.76
|
%
|
|
12.78
|
%
|
|
12.35
|
%
|
|
13.15
|
%
|
|
13.23
|
%
|
Interest expense/average assets (1)(5)
|
|
|
5.81
|
%
|
|
4.96
|
%
|
|
5.20
|
%
|
|
5.25
|
%
|
|
5.38
|
%
|
|
7.56
|
%
|
|
8.84
|
%
|
Collection, general and administrative expenses as a percentage of average assets (6)
|
|
|
3.00
|
%
|
|
3.74
|
%
|
|
3.41
|
%
|
|
3.96
|
%
|
|
3.40
|
%
|
|
3.61
|
%
|
|
3.88
|
%
|
Efficiency ratio (7)
|
|
|
50.0
|
%
|
|
48.57
|
%
|
|
51.91
|
%
|
|
52.68
|
%
|
|
48.70
|
%
|
|
64.46
|
%
|
|
88.27
|
%
|
Balance Sheet Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity to assets
|
|
|
3.28
|
%
|
|
4.57
|
%
|
|
3.32
|
%
|
|
4.13
|
%
|
|
3.06
|
%
|
|
1.89
|
%
|
|
1.42
|
%
|
Allowance for loan losses/total notes receivable and loans held for investment and sale
|
|
|
8.42
|
%
|
|
10.59
|
%
|
|
9.88
|
%
|
|
9.70
|
%
|
|
10.53
|
%
|
|
9.92
|
%
|
|
10.02
|
%
|
Purchase discount/notes receivable
|
|
|
3.5
|
%
|
|
5.7
|
%
|
|
4.0
|
%
|
|
5.5
|
%
|
|
5.3
|
%
|
|
6.7
|
%
|
|
9.2
|
%
|
Asset Quality Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans as a percentage of total notes receivable and loans held for investment and sale
|
|
|
28.0
|
%
|
|
26.0
|
%
|
|
35.0
|
%
|
|
26.0
|
%
|
|
33.0
|
%
|
|
20.0
|
%
|
|
|
|
Selected Performance Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans acquired, at purchase price
|
|
$
|
98,522,946
|
|
$
|
38,992,473
|
|
$
|
546,269,608
|
|
$
|
213,638,801
|
|
$
|
184,090,904
|
|
$
|
162,340,435
|
|
$
|
95,738,251
|
|
Loan originations
|
|
$
|
87,924,216
|
|
$
|
33,179,278
|
|
$
|
200,301,285
|
|
$
|
97,431,553
|
|
$
|
70,444,721
|
|
$
|
39,198,200
|
|
$
|
8,292,254
|
|
|
|
|
|
(1)
|
The information for the three months ended March 31, 2005 and 2004 has been annualized.
|
|
|
|
|
(2)
|
Computed by dividing net income by average total assets for the period using beginning and end of period balances.
|
|
|
|
|
(3)
|
Computed by dividing net income by average equity for the period using beginning and end of period balances.
|
|
|
|
|
(4)
|
Computed by dividing total revenue by average total assets for the period using beginning and end of period balances.
|
|
|
|
|
(5)
|
Computed by dividing interest expense, inclusive of amortization of deferred financing costs, by average total assets for the period using beginning and end of period balances.
|
|
|
|
|
(6)
|
Computed by dividing collection, general and administrative expenses by average assets, based on beginning and end of period balances.
|
|
|
|
|
(7)
|
Computed by dividing collection, general and administrative expenses by total revenues less interest expense and amortization of deferred financing costs.
|
|
|
general conditions in the U.S. and regional economies;
|
|
|
|
|
|
interest rates;
|
|
|
|
|
|
the demand for residential real estate purchases, refinancing or home equity lines of credit;
|
|
|
|
|
|
real estate values;
|
|
|
|
|
|
underwriting criteria used by originators;
|
|
|
|
|
|
the prices other acquirers are willing to pay;
|
|
|
|
|
|
the securitization market; and
|
|
|
|
|
|
laws and regulations governing consumer lending.
|
|
|
provide the cash necessary to fund our acquisition of S&D loans;
|
|
|
|
|
|
fund our loan originations; and
|
|
|
|
|
|
enable us to hold our loans for investment or pending sale.
|
|
|
cause our indebtedness to become immediately payable, which could result in our insolvency if we are unable to repay our debt; and
|
|
|
|
|
|
preclude us from further borrowings.
|
|
|
All of our borrowings bear interest at variable rates, while approximately 77% of the loans in our portfolio have fixed rates. As a result, an increase in rates is likely to result in an increase in our interest expense without an offsetting increase in interest income. Further, our adjustable rate loans typically provide for less frequent adjustments in response to rate increases than do our borrowings, and sometimes also include interest rate caps. To the extent this is the case, an increase in interest rates would result in a greater increase in our interest expense than in our interest income, which would adversely affect our profitability. See Managements Discussion and Analysis of Financial Condition and Results of Operations Interest Rate Risk.
|
|
|
|
|
|
An increase in interest rates would adversely affect the value that we would receive upon a sale of loans that bear interest at fixed rates, and our results of operations could be adversely affected.
|
|
|
|
|
|
An increase in our funding costs without an offsetting increase in revenue would cause our cash flow to decrease, which in turn may have an adverse impact on our ability to meet our monthly debt service obligations. In the event we are unable to meet our monthly debt service obligations for this or for any other reason, we would be in default under the obligations of our credit facilities and our lender would have the right to accelerate payments under our credit facilities.
|
|
|
|
|
|
A substantial and sustained increase in interest rates could harm Tribecas loan origination volume because refinancings of existing loans, including cash-out refinancings and interest rate-driven
|
|
|
refinancings, would be less attractive and qualifying for a purchase loan may be more difficult. Lower origination volume may harm our earnings by reducing origination income, net interest income, pre-payment and other servicing fees and gain on sale of loans.
|
|
|
|
|
|
An increase in interest rates would result in a slowdown of borrower prepayments and a reduction of revenue as purchase discount accreted into income would decline. An increase in interest rates may also lead to an increase in our borrower defaults, if borrowers have difficulties making their adjustable rate mortgage payments, and a corresponding increase in nonperforming assets, which could decrease our revenues and our cash flows, increase our loan servicing costs and our provision for loan losses, and adversely affect our profitability.
|
|
|
civil and criminal liability, including potential monetary penalties;
|
|
|
|
|
|
loss of lending licenses or approved status required for continued lending and servicing operations;
|
|
|
|
|
|
demands for indemnification or loan repurchases from purchasers of our loans;
|
|
|
|
|
|
legal defenses causing delay and expense;
|
|
|
|
|
|
adverse effects on our ability, as servicer, to enforce loans;
|
|
|
|
|
|
the borrower having the right to rescind or cancel the loan transaction;
|
|
|
|
|
|
adverse publicity;
|
|
|
|
|
|
individual and class action lawsuits;
|
|
|
|
|
|
administrative enforcement actions;
|
|
|
|
|
|
damage to our reputation in the industry;
|
|
|
|
|
|
inability to sell our loans; or
|
|
|
|
|
|
inability to obtain credit to fund our operations.
|
|
|
the election of our directors; and
|
|
|
|
|
|
the approval of mergers, sales of assets or other corporate transactions or matters submitted for stockholder approval.
|
|
|
the timing and amount of collections on loans in our portfolio;
|
|
|
|
|
|
the rate of delinquency, default, foreclosure and prepayment on the loans we hold and service;
|
|
|
|
|
|
changes in interest rates;
|
|
|
|
|
|
deviations in the amount or timing of collections on loans purchased from our expectations when we purchased such loans;
|
|
|
|
|
|
our inability to identify and acquire additional mortgage loan portfolios or to originate loans;
|
|
|
|
|
|
a decline in the estimated value of real property securing mortgage loans;
|
|
|
|
|
|
increases in operating expenses associated with the growth of our operations;
|
|
|
|
|
|
general economic and market conditions;
|
|
|
|
|
|
the effects of state and federal tax, monetary and fiscal policies; and
|
|
|
|
|
|
our inability to obtain additional financing to fund our growth.
|
|
|
High
|
|
Low
|
|
||
|
|
|
|
|
|
||
Year Ended December 31, 2003:
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
1.75
|
|
$
|
1.07
|
|
Second Quarter
|
|
|
5.25
|
|
|
1.15
|
|
Third Quarter
|
|
|
3.25
|
|
|
2.75
|
|
Fourth Quarter
|
|
|
3.20
|
|
|
2.96
|
|
Year Ended December 31, 2004:
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
4.10
|
|
$
|
2.97
|
|
Second Quarter
|
|
|
4.10
|
|
|
3.35
|
|
Third Quarter
|
|
|
6.50
|
|
|
3.33
|
|
Fourth Quarter
|
|
|
13.00
|
|
|
6.41
|
|
Year Ended December 31, 2005:
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
13.75
|
|
$
|
8.65
|
|
Second Quarter (through June 8)
|
|
|
14.00
|
|
|
11.00
|
|
|
|
our actual capitalization; and
|
|
|
|
|
|
our capitalization, as adjusted to reflect our receipt of the estimated net proceeds from the sale of 1,100,000 shares of common stock in this offering at an assumed public offering price of $12.15 per share, the closing price of our common stock on the OTCBB on June 8, 2005, and after deducting the estimated underwriting discounts and offering expenses.
|
|
|
March 31, 2005
|
|
||||
|
|
|
|
||||
|
|
Actual (1)
|
|
As Adjusted (1)
|
|
||
|
|
|
|
|
|
||
|
|
(in thousands)
|
|
||||
Cash and cash equivalents
|
|
$
|
24,334
|
|
$
|
35,813
|
|
|
|
|
|
|
|
|
|
Debt
|
|
|
947,705
|
|
|
947,705
|
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
Preferred stock, par value $0.001 per share, 3,000,000 shares authorized, none issued and outstanding
|
|
|
|
|
|
|
|
Common stock, par value $0.01 per share, 22,000,000 shares authorized, 6,082,295 shares issued and outstanding, actual and 7,182,295 shares issued and outstanding, as adjusted
|
|
|
61
|
|
|
72
|
|
Additional paid-in capital
|
|
|
7,378
|
|
|
18,846
|
|
Retained earnings
|
|
|
25,211
|
|
|
25,211
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
32,650
|
|
|
44,129
|
|
|
|
|
|
|
|
|
|
Total capitalization
|
|
$
|
980,355
|
|
$
|
991,834
|
|
|
|
|
|
|
|
|
|
Book value per share
|
|
$
|
5.37
|
|
$
|
6.14
|
|
|
|
(1)
|
Excludes 771,000 shares of our common stock issuable upon exercise of outstanding options to purchase shares of our common stock with an average exercise price of $1.02 per share, and warrants to purchase 97,000 shares of our common stock with an average exercise price of $1.91 per share.
|
|
|
At or for the
Three Months Ended March 31, |
|
At or for the Year Ended December 31,
|
|
|||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||
|
|
2005
|
|
2004
|
|
2004
|
|
2003
|
|
2002
|
|
2001
|
|
2000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Statement of Income Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
22,877,198
|
|
$
|
10,636,341
|
|
$
|
59,481,422
|
|
$
|
42,699,710
|
|
$
|
36,728,735
|
|
$
|
28,824,624
|
|
$
|
20,873,504
|
|
Purchase discount earned
|
|
|
2,251,481
|
|
|
1,341,397
|
|
|
9,234,896
|
|
|
5,154,601
|
|
|
3,841,927
|
|
|
3,986,498
|
|
|
3,788,034
|
|
Gain on sale of notes receivable
|
|
|
|
|
|
844,902
|
|
|
1,701,113
|
|
|
1,118,239
|
|
|
139,519
|
|
|
986,570
|
|
|
1,675,107
|
|
Gain on sale of loans held for sale
|
|
|
663,704
|
|
|
892,955
|
|
|
3,689,616
|
|
|
3,236,616
|
|
|
2,259,979
|
|
|
842,051
|
|
|
276,911
|
|
Gain on sale of other real estate owned
|
|
|
255,981
|
|
|
231,246
|
|
|
542,202
|
|
|
1,027,130
|
|
|
796,562
|
|
|
1,448,548
|
|
|
700,939
|
|
Prepayment penalties and other income
|
|
|
1,842,916
|
|
|
1,112,924
|
|
|
5,835,766
|
|
|
4,330,263
|
|
|
3,075,715
|
|
|
1,875,067
|
|
|
1,732,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
27,891,280
|
|
|
15,059,765
|
|
|
80,485,015
|
|
|
57,566,559
|
|
|
46,842,437
|
|
|
37,963,358
|
|
|
29,047,390
|
|
Interest expense
|
|
|
13,018,345
|
|
|
5,313,075
|
|
|
32,795,347
|
|
|
21,672,993
|
|
|
19,127,713
|
|
|
20,754,281
|
|
|
18,781,532
|
|
Collection, general and administrative
|
|
|
7,089,544
|
|
|
4,446,182
|
|
|
23,321,659
|
|
|
17,864,786
|
|
|
12,882,135
|
|
|
10,411,012
|
|
|
8,514,742
|
|
Recovery of a special charge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,662,598
|
)
|
|
|
|
|
|
|
Provision for loan losses
|
|
|
1,198,218
|
|
|
895,876
|
|
|
3,705,333
|
|
|
3,164,103
|
|
|
2,713,864
|
|
|
2,187,453
|
|
|
411,005
|
|
Amortization of deferred financing costs
|
|
|
692,987
|
|
|
592,901
|
|
|
2,761,476
|
|
|
1,979,208
|
|
|
1,264,112
|
|
|
1,058,443
|
|
|
619,892
|
|
Total expenses
|
|
|
22,204,568
|
|
|
11,361,416
|
|
|
63,078,705
|
|
|
45,186,102
|
|
|
34,664,987
|
|
|
34,637,210
|
|
|
28,476,727
|
|
Income before provision for income taxes
|
|
|
5,686,712
|
|
|
3,698,349
|
|
|
17,406,310
|
|
|
12,380,457
|
|
|
12,177,450
|
|
|
3,326,148
|
|
|
570,663
|
|
Provision for income taxes
|
|
|
2,615,888
|
|
|
1,665,000
|
|
|
7,900,000
|
|
|
5,695,000
|
|
|
5,514,000
|
|
|
444,000
|
|
|
|
|
Net Income
|
|
|
3,070,824
|
|
|
2,033,349
|
|
|
9,506,310
|
|
|
6,685,457
|
|
|
6,663,450
|
|
|
2,882,148
|
|
|
570,663
|
|
Earnings per share basic
|
|
$
|
0.51
|
|
$
|
0.34
|
|
$
|
1.60
|
|
$
|
1.13
|
|
$
|
1.13
|
|
$
|
0.49
|
|
$
|
0.10
|
|
Earnings per share diluted
|
|
$
|
0.45
|
|
$
|
0.30
|
|
$
|
1.43
|
|
$
|
1.02
|
|
$
|
1.07
|
|
$
|
0.49
|
|
$
|
0.10
|
|
Book value per share
|
|
$
|
5.38
|
|
$
|
3.67
|
|
$
|
4.88
|
|
$
|
3.33
|
|
$
|
2.20
|
|
$
|
1.07
|
|
$
|
0.58
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
$
|
837,706,645
|
|
$
|
459,382,163
|
|
$
|
811,885,856
|
|
$
|
465,553,870
|
|
$
|
435,259,394
|
|
$
|
331,643,076
|
|
$
|
255,055,677
|
|
Purchase discount
|
|
|
(29,388,621
|
)
|
|
(26,291,095
|
)
|
|
(32,293,669
|
)
|
|
(25,678,165
|
)
|
|
(22,974,310
|
)
|
|
(22,248,344
|
)
|
|
(23,392,400
|
)
|
Allowance for loan losses
|
|
|
(83,919,665
|
)
|
|
(50,789,815
|
)
|
|
(89,628,299
|
)
|
|
(46,247,230
|
)
|
|
(45,841,651
|
)
|
|
(33,490,456
|
)
|
|
(24,021,479
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net notes receivable
|
|
$
|
724,398,359
|
|
$
|
382,301,253
|
|
$
|
689,963,888
|
|
$
|
393,628,475
|
|
$
|
366,443,433
|
|
$
|
275,904,276
|
|
$
|
207,641,798
|
|
Originated loans held for sale
|
|
|
17,666,811
|
|
|
40,271,957
|
|
|
16,851,041
|
|
|
27,372,779
|
|
|
22,869,947
|
|
|
28,203,047
|
|
|
8,605,848
|
|
Originated loans held for investment
|
|
|
171,237,420
|
|
|
6,238,882
|
|
|
110,496,274
|
|
|
9,536,669
|
|
|
|
|
|
|
|
|
|
|
Other real estate owned
|
|
|
21,492,219
|
|
|
13,293,284
|
|
|
20,626,156
|
|
|
13,981,665
|
|
|
9,353,884
|
|
|
3,819,673
|
|
|
5,290,053
|
|
Total assets
|
|
|
996,110,184
|
|
|
475,022,007
|
|
|
891,510,754
|
|
|
476,733,346
|
|
|
424,419,034
|
|
|
334,162,501
|
|
|
243,235,288
|
|
Notes payable
|
|
|
916,186,427
|
|
|
416,824,117
|
|
|
807,718,038
|
|
|
427,447,844
|
|
|
395,266,144
|
|
|
313,943,808
|
|
|
231,050,485
|
|
Total stockholders equity
|
|
|
32,649,706
|
|
|
21,712,655
|
|
|
29,555,882
|
|
|
19,679,306
|
|
|
12,993,849
|
|
|
6,330,399
|
|
|
3,448,251
|
|
Selected Performance Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets (1)(2)
|
|
|
1.30
|
%
|
|
1.71
|
%
|
|
1.39
|
%
|
|
1.48
|
%
|
|
1.76
|
%
|
|
1.00
|
%
|
|
.26
|
%
|
Return on average equity (1)(3)
|
|
|
39.49
|
%
|
|
39.30
|
%
|
|
38.62
|
%
|
|
40.92
|
%
|
|
68.96
|
%
|
|
58.95
|
%
|
|
18.04
|
%
|
Total revenue/average assets (1)(4)
|
|
|
11.82
|
%
|
|
12.66
|
|
|
11.76
|
%
|
|
12.78
|
%
|
|
12.35
|
%
|
|
13.15
|
%
|
|
13.23
|
%
|
Interest expense/average assets (1)(5)
|
|
|
5.81
|
%
|
|
4.96
|
%
|
|
5.20
|
%
|
|
5.25
|
%
|
|
5.38
|
%
|
|
7.56
|
%
|
|
8.84
|
%
|
Collection, general and administrative expenses as a percentage of average assets (6)
|
|
|
3.00
|
%
|
|
3.74
|
%
|
|
3.41
|
%
|
|
3.96
|
%
|
|
3.40
|
%
|
|
3.61
|
%
|
|
3.88
|
%
|
Efficiency ratio (7)
|
|
|
50.0
|
%
|
|
48.57
|
%
|
|
51.91
|
%
|
|
52.68
|
%
|
|
48.70
|
%
|
|
64.46
|
%
|
|
88.27
|
%
|
Balance Sheet Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity to assets
|
|
|
3.28
|
%
|
|
4.57
|
%
|
|
3.32
|
%
|
|
4.13
|
%
|
|
3.06
|
%
|
|
1.89
|
%
|
|
1.42
|
%
|
Allowance for loan losses/total notes receivable and loans held for investment and sale
|
|
|
8.42
|
%
|
|
10.59
|
%
|
|
9.88
|
%
|
|
9.70
|
%
|
|
10.53
|
%
|
|
9.92
|
%
|
|
10.02
|
%
|
Purchase discount/notes receivable
|
|
|
3.5
|
%
|
|
5.7
|
%
|
|
4.0
|
%
|
|
5.5
|
%
|
|
5.3
|
%
|
|
6.7
|
%
|
|
9.2
|
%
|
Asset Quality Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans as a percentage of total notes receivable and loans held for investment and sale
|
|
|
28.0
|
%
|
|
26.0
|
%
|
|
35.0
|
%
|
|
26.0
|
%
|
|
33.0
|
%
|
|
20.0
|
%
|
|
|
|
Selected Performance Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans acquired, at purchase price
|
|
$
|
98,522,946
|
|
$
|
38,992,473
|
|
$
|
546,269,608
|
|
$
|
213,638,801
|
|
$
|
184,090,904
|
|
$
|
162,340,435
|
|
$
|
95,738,251
|
|
Loan originations
|
|
$
|
87,924,216
|
|
$
|
33,179,278
|
|
$
|
200,301,285
|
|
$
|
97,431,553
|
|
$
|
70,444,721
|
|
$
|
39,198,200
|
|
$
|
8,292,254
|
|
|
|
|
|
(1)
|
The information for the three months ended March 31, 2005 and 2004 has been annualized.
|
|
|
|
|
(2)
|
Computed by dividing net income by average total assets for the period using beginning and end of period balances.
|
|
|
|
|
(3)
|
Computed by dividing net income by average equity for the period using beginning and end of period balances.
|
|
|
|
|
(4)
|
Computed by dividing total revenue by average total assets for the period using beginning and end of period balances.
|
|
|
|
|
(5)
|
Computed by dividing interest expense, inclusive of amortization of deferred financing costs, by average total assets for the period using beginning and end of period balances.
|
|
|
|
|
(6)
|
Computed by dividing collection, general and administrative expenses by average assets, based on beginning and end of period balances.
|
|
|
|
|
(7)
|
Computed by dividing collection, general and administrative expenses by total revenues less interest expense and amortization of deferred financing costs.
|
|
|
March 31, 2005
|
|
March 31, 2004
|
|
||
|
|
|
|
|
|
||
Net income - as reported
|
|
$
|
3,070,824
|
|
$
|
2,033,349
|
|
Stock based compensation expense determined under fair value method, net of related tax effects
|
|
|
(4,442
|
)
|
|
(7,125
|
)
|
|
|
|
|
|
|
|
|
Net income - pro forma
|
|
$
|
3,066,382
|
|
$
|
2,026,224
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
Net income per common share - basic - as reported
|
|
$
|
0.51
|
|
$
|
0.34
|
|
Net income per common share - basic - pro forma
|
|
$
|
0.50
|
|
$
|
0.34
|
|
Net income per common share - diluted - as reported
|
|
$
|
0.45
|
|
$
|
0.30
|
|
Net income per common share - diluted - pro forma
|
|
$
|
0.45
|
|
$
|
0.30
|
|
If the 30 day advance rate is
|
the applicable margin is
|
Less than 2.01%
|
350 basis points
|
2.01 to 4.75%
|
325 basis points
|
Greater than 4.75%
|
300 basis points
|
|
|
Weighted
Average Interest Rate As of 3/31/05 |
|
Weighted
Average Interest Rate As of 12/31/04 |
|
Minimum Contractual Obligations
(excluding interest) |
|
|||||||||||||||
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
Total
|
|
2005
|
|
2006/2007
|
|
2008/2009
|
|
Thereafter
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term loan facilities
|
|
|
6.05
|
%
|
|
5.73
|
%
|
$
|
916,186,427
|
|
$
|
117,102,921
|
|
$
|
615,903,401
|
|
$
|
181,854,412
|
|
$
|
1,325,693
|
|
Warehouse facility
|
|
|
5.75
|
|
|
5.25
|
|
|
31,518,801
|
|
|
31,518,801
|
|
|
|
|
|
|
|
|
|
|
Rent obligations
|
|
|
|
|
|
|
|
|
9,258,980
|
|
|
760,447
|
|
|
2,686,130
|
|
|
2,139,549
|
|
|
3,672,854
|
|
Capital lease obligations
|
|
|
|
|
|
|
|
|
563,324
|
|
|
170,610
|
|
|
255,631
|
|
|
137,083
|
|
|
|
|
Employment agreements
|
|
|
|
|
|
|
|
|
1,590,500
|
|
|
453,000
|
|
|
650,000
|
|
|
487,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Contractual Cash Obligations
|
|
|
|
|
|
|
|
$
|
959,118,032
|
|
$
|
150,005,779
|
|
$
|
619,495,162
|
|
$
|
184,618,544
|
|
$
|
4,998,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
performing loans loans to borrowers who are contractually current, but may have been delinquent in the past and which may have deficiencies relating to credit history, loan-to-value ratios, income ratios or documentation;
|
|
|
|
|
|
reperforming loans loans to borrowers who are not contractually current, but have recently made regular payments and where there is a good possibility the loans will be repaid in full; and
|
|
|
|
|
|
nonperforming loans loans to borrowers who are delinquent, not expected to cure, and for which a primary avenue of recovery is through the sale of the property securing the loan.
|
|
|
Expand our growing reputation as a purchaser of diverse pools of S&D loans. Our recent emergence as a buyer of larger pools of S&D loans has generated greater visibility for us among traditional financial institutions and should increase the variety and magnitude of opportunities available to our acquisitions unit. We plan to keep expanding the number of sellers with whom we do business on a consistent basis, while continuing to make opportunistic acquisitions when appropriate circumstances present themselves.
|
|
|
|
|
|
Utilize our portfolio evaluation and pricing tools. We have a well-developed infrastructure that permits us to effectively evaluate and price S&D loans. This infrastructure was developed over many years and includes our people, specialized processes and technology. Our full execution capability permits us to purchase a sellers complete portfolio as a result of our ability to effectively evaluate, price, execute and service all of the various types of assets that may be included in a non-conforming portfolio. In addition, we generally use our own experienced personnel to perform credit file reviews.
|
|
|
|
|
|
Capitalize on our expertise in servicing all types of S&D and non-prime loans. We have developed an extensive array of processes and procedures that allow us to effectively service a wide range of S&D and non-prime loans. We believe that our ability to service loans in-house is a key element in managing the risks inherent in our loans. We will continue to leverage our well-developed servicing capabilities to respond quickly to changing market conditions.
|
|
|
|
|
|
Diversify our business model by creating multiple sources of loans for our portfolio and servicing operations. By establishing two methods of generating new loans for our portfolio portfolio acquisitions and loan originations we decrease our reliance on any single source. Our in depth understanding of the non-prime segment of borrowers gives us the ability to shift our resources between the two businesses depending on market conditions.
|
|
|
Leverage our strong relationship with our lender to fund our operations. We plan to expand our strong historical relationship with Sky Bank and the other participating lenders in our master credit facility. These lenders have developed a deep understanding of our company and the segment of the mortgage industry in which we operate. We will also continue to explore other funding alternatives, such as seeking additional funding sources, including traditional direct lenders, the direct issuance of debt instruments and/or the securitization of certain acquired or originated loans.
|
|
|
|
|
|
Exploit our ability to hold loans on our balance sheet. Many financial institutions quickly sell or securitize the majority of their residential mortgage loans in the secondary market. We believe that our ability to hold significant portfolios of acquired or originated loans on our balance sheet provides us with a great deal of flexibility when responding to changes in market conditions.
|
|
|
Investor Fallout. Mortgages may not meet the requirements of the secondary market for a number of different reasons, including noncompliance with purchaser program requirements, documentation deficiencies and collateral valuation variances.
|
|
|
|
|
|
Loan Repurchases. Once a mortgage is sold, it may be subject to a required repurchase by the seller for a number of different reasons, including a subsequent default by the borrower that occurs within a specified period of time after the sale.
|
|
|
Facilitation. Occasionally, financial institutions will originate loans (frequently second liens) even though a liquid secondary market does not exist for those loans in order to facilitate the origination of mortgages that do have a liquid secondary market.
|
|
|
Mergers and Acquisitions. The acquiror in a merger or acquisition may find that it has acquired mortgages that do not fit within its credit parameters.
|
|
|
|
|
|
Credit or Performance Issues. A portfolio holder of mortgages may have accumulated mortgages that have credit or performance characteristics that do not meet its current needs.
|
|
|
|
|
|
Securitization Terminations. When mortgage loans are securitized, the securitization trust normally sells bonds with maturities that are shorter than the life of some of the mortgage loans that act as collateral. Optional call provisions may also provide certain interested parties with the ability to collapse the trust by selling or refinancing the remaining mortgage loans in the trust prior to maturity.
|
|
|
|
|
|
Insolvency. When a financial institution becomes insolvent, a trustee may decide to liquidate a mortgage portfolio in order to satisfy the creditors of the insolvent institution.
|
|
|
Three months ended March 31,
|
|
Year ended December 31,
|
|
|||||||||||
|
|
|
|
|
|
|||||||||||
|
|
2005
|
|
2004
|
|
2004
|
|
2003
|
|
2002
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
4,019,603
|
|
$
|
1,082,945
|
|
$
|
7,189,299
|
|
$
|
3,469,167
|
|
$
|
3,293,289
|
|
Gain on loan sales
|
|
|
663,704
|
|
|
892,955
|
|
|
3,689,616
|
|
|
3,236,616
|
|
|
2,259,979
|
|
Other income
|
|
|
730,246
|
|
|
286,029
|
|
|
1,373,864
|
|
|
681,074
|
|
|
519,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
5,413,553
|
|
$
|
2,261,929
|
|
$
|
12,252,779
|
|
$
|
7,386,857
|
|
$
|
6,073,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
2,062,338
|
|
$
|
483,772
|
|
$
|
3,558,423
|
|
$
|
1,731,580
|
|
$
|
1,872,955
|
|
Collection, general and administrative
|
|
|
1,679,368
|
|
|
1,241,264
|
|
|
4,941,300
|
|
|
4,122,950
|
|
|
2,235,321
|
|
Other expenses
|
|
|
199,823
|
|
|
109,891
|
|
|
449,872
|
|
|
139,685
|
|
|
198,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
$
|
3,941,529
|
|
$
|
1,834,927
|
|
$
|
8,949,595
|
|
$
|
5,994,215
|
|
$
|
4,269,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes
|
|
$
|
1,472,024
|
|
$
|
427,002
|
|
$
|
3,303,184
|
|
$
|
1,392,642
|
|
$
|
1,803,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-rate originations
|
|
$
|
6,919,300
|
|
$
|
19,713,227
|
|
$
|
54,128,022
|
|
$
|
72,098,058
|
|
|
|
|
Adjustable-rate originations
|
|
$
|
81,004,916
|
|
$
|
13,466,051
|
|
$
|
146,173,263
|
|
$
|
25,045,495
|
|
|
|
|
Total originations
|
|
$
|
87,924,216
|
|
$
|
33,179,278
|
|
$
|
200,301,285
|
|
$
|
97,431,553
|
|
$
|
70,444,721
|
|
Loans sold
|
|
$
|
13,411,176
|
|
$
|
19,301,203
|
|
$
|
89,925,754
|
|
$
|
79,105,920
|
|
$
|
42,531,689
|
|
|
|
Short term repayment plans, or forbearance plans, when a delinquency can be cured within three months;
|
|
|
Loan modifications, when a delinquency cannot be cured within three months but the borrower has the financial ability to abide by the terms of the loan modification;
|
|
|
|
|
|
Short sales, when the borrower does not have the ability to repay and the equity in the property is not sufficient to satisfy the total amount due under the loan, but we accept the sale price of the property in full satisfaction of the debt in order to expedite the process for all parties involved;
|
|
|
|
|
|
Deed-in-lieu, when the borrower does not have the ability to repay and the equity in the property is not sufficient to satisfy the total amount due, but we accept the deed in full satisfaction of the debt in order to expedite the process for all parties involved;
|
|
|
|
|
|
Assumption, when the borrower wishes to relinquish responsibility to a third party and the prospective borrower demonstrates the ability to repay the loan;
|
|
|
|
|
|
Subordination, when we have the second lien on a property and the first lien-holder wishes to refinance its loan, to which we will agree if the terms of the refinanced loan permit the borrower to repay our loan; and
|
|
|
|
|
|
Deferment agreements, when we forgo collection efforts for a period of time, typically as a result of a hardship incurred by the borrower, such as a natural disaster or a death or illness in the family, as a result of which the borrower is temporarily unable to repay.
|
Property Types
|
|
Principal Balance
|
|
Percentage of Total
Principal Balance |
|
||
|
|
|
|
|
|
|
|
Residential 1-to-4 family
|
|
$
|
797,738,563
|
|
|
76.72
|
%
|
Condos, coops, pud dwelling
|
|
|
59,706,943
|
|
|
5.74
|
%
|
Manufactured homes
|
|
|
15,791,630
|
|
|
1.52
|
%
|
Multi-family
|
|
|
1,868,249
|
|
|
0.18
|
%
|
Commercial
|
|
|
1,792,175
|
|
|
0.17
|
%
|
Unsecured loans
|
|
|
11,784,763
|
|
|
1.13
|
%
|
Other
|
|
|
1,139,505
|
|
|
0.11
|
%
|
Not boarded
|
|
|
150,003,386
|
|
|
14.43
|
%
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,039,825,214
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
Location
|
|
Principal Balance
|
|
Percentage of Total
Principal Balance |
|
||
|
|
|
|
|
|
|
|
New York
|
|
$
|
88,057,262
|
|
|
8.47
|
%
|
Ohio
|
|
|
83,646,777
|
|
|
8.04
|
%
|
California
|
|
|
77,552,001
|
|
|
7.46
|
%
|
Florida
|
|
|
72,442,570
|
|
|
6.97
|
%
|
New Jersey
|
|
|
72,224,899
|
|
|
6.95
|
%
|
Georgia
|
|
|
47,334,397
|
|
|
4.55
|
%
|
Pennsylvania
|
|
|
45,257,466
|
|
|
4.35
|
%
|
Texas
|
|
|
42,355,773
|
|
|
4.07
|
%
|
Michigan
|
|
|
40,937,475
|
|
|
3.94
|
%
|
North Carolina
|
|
|
39,247,239
|
|
|
3.77
|
%
|
All Others
|
|
|
430,769,357
|
|
|
41.43
|
%
|
|
|
|
|
|
|
|
|
|
|
$
|
1,039,825,214
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
||||||||
|
|
March 31,
2005 |
|
|
|
||||||||
|
|
|
2004
|
|
2003
|
|
2002
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing loans
|
|
$
|
449,684,130
|
|
$
|
436,366,893
|
|
$
|
322,345,537
|
|
$
|
292,018,333
|
|
Allowance for loan losses
|
|
|
19,727,338
|
|
|
19,154,312
|
|
|
15,584,769
|
|
|
11,096,115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total performing loans, net of allowance for loan losses
|
|
$
|
429,956,792
|
|
$
|
417,212,582
|
|
$
|
306,760,768
|
|
$
|
280,922,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans
|
|
$
|
248,729,295
|
|
$
|
280,078,060
|
|
$
|
126,341,722
|
|
$
|
119,134,128
|
|
Allowance for loan losses
|
|
|
53,214,855
|
|
|
57,889,091
|
|
|
30,111,278
|
|
|
32,809,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impaired loans, net of allowance for loan losses
|
|
$
|
195,514,440
|
|
$
|
222,188,969
|
|
$
|
96,230,444
|
|
$
|
86,324,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Not yet boarded onto servicing system
|
|
$
|
139,293,220
|
|
$
|
95,440,903
|
|
$
|
16,866,611
|
|
$
|
24,106,933
|
|
Allowance for loan losses
|
|
|
10,977,472
|
|
|
12,584,898
|
|
|
551,183
|
|
|
1,935,929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Not yet boarded onto servicing system, net of allowance for loan losses
|
|
$
|
128,315,748
|
|
$
|
82,856,005
|
|
$
|
16,315,428
|
|
$
|
22,171,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes receivable, net of allowance for loan losses
|
|
$
|
753,786,980
|
|
$
|
722,257,556
|
|
$
|
419,306,640
|
|
$
|
389,417,743
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
||||||||
|
|
March 31,
2005 |
|
|
|
||||||||
|
|
|
2004
|
|
2003
|
|
2002
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Performing Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate performing loans
|
|
$
|
312,347,389
|
|
$
|
300,286,566
|
|
$
|
199,691,299
|
|
$
|
213,429,977
|
|
Adjustable rate performing loans
|
|
|
117,609,403
|
|
|
116,926,017
|
|
|
107,069,469
|
|
|
67,492,241
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total performing loans:
|
|
$
|
429,956,792
|
|
$
|
417,212,583
|
|
$
|
306,760,768
|
|
$
|
280,922,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Impaired Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate impaired loans
|
|
$
|
163,206,209
|
|
$
|
184,312,204
|
|
$
|
58,752,534
|
|
$
|
58,873,564
|
|
Adjustable rate impaired loans
|
|
|
32,308,231
|
|
|
37,876,765
|
|
|
37,477,910
|
|
|
27,450,957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impaired loans
|
|
$
|
195,514,440
|
|
$
|
222,188,969
|
|
$
|
96,230,444
|
|
$
|
86,324,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes receivable, net of allowance for loan losses, excluding loans not boarded onto servicing system
|
|
$
|
625,471,232
|
|
$
|
639,401,552
|
|
$
|
402,991,212
|
|
$
|
367,246,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended March 31, 2005 |
|
Year Ended December 31,
|
|
||||||||
|
|
|
|
|
|||||||||
|
|
|
2004
|
|
2003
|
|
2002
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of loans
|
|
|
4,116
|
|
|
12,914
|
|
|
3,476
|
|
|
4,331
|
|
Aggregate unpaid principal balance at acquisition
|
|
$
|
111,775,289
|
|
$
|
652,074,214
|
|
$
|
244,387,332
|
|
$
|
212,478,257
|
|
Purchase price
|
|
$
|
98,522,946
|
|
$
|
546,269,608
|
|
$
|
213,638,801
|
|
$
|
184,090,904
|
|
Purchase price percentage
|
|
|
88.1
|
%
|
|
83.8
|
%
|
|
87.4
|
%
|
|
86.6
|
%
|
|
|
Three Months
Ended March 31, 2005 |
|
Year Ended December 31,
|
|
||||||||
|
|
|
|
|
|||||||||
|
|
|
2004
|
|
2003
|
|
2002
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of Performing Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate unpaid principal balance
|
|
$
|
|
|
$
|
19,845,833
|
|
$
|
11,196,913
|
|
$
|
900,000
|
|
Number of loans sold
|
|
|
|
|
|
143
|
|
|
89
|
|
|
4
|
|
Gain on sale
|
|
$
|
|
|
$
|
2,178,296
|
|
$
|
1,367,519
|
|
$
|
114,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of Non-Performing Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate unpaid principal balance
|
|
$
|
|
|
$
|
1,154,506
|
|
$
|
8,169,805
|
|
$
|
215,000
|
|
Number of loans sold
|
|
|
|
|
|
65
|
|
|
307
|
|
|
1
|
|
Gain (loss) on sale
|
|
$
|
|
|
$
|
(477,182
|
)
|
$
|
(249,281
|
)
|
$
|
25,500
|
|
|
|
Three Months
Ended March 31, 2005 |
|
Year Ended December 31,
|
|
||||||||
|
|
|
|
|
|||||||||
|
|
|
2004
|
|
2003
|
|
2002
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other real estate owned
|
|
$
|
21,492,219
|
|
$
|
20,626,156
|
|
$
|
13,981,665
|
|
$
|
9,353,884
|
|
OREO as a percentage of total assets
|
|
|
2.26
|
%
|
|
2.31
|
%
|
|
2.93
|
%
|
|
2.20
|
%
|
OREO sold
|
|
$
|
6,778,813
|
|
$
|
20,273,482
|
|
$
|
15,380,375
|
|
$
|
6,257,364
|
|
Gain on sale
|
|
$
|
255,981
|
|
$
|
542,202
|
|
$
|
1,027,130
|
|
$
|
796,562
|
|
|
|
Three Months
Ended March 31, 2005 |
|
Year Ended December 31,
|
|
||||||||
|
|
|
|
|
|||||||||
|
|
|
2004
|
|
2003
|
|
2002
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of loans originated
|
|
|
389
|
|
|
1,159
|
|
|
562
|
|
|
501
|
|
Amount of loans originated
|
|
$
|
87,924,216
|
|
$
|
200,301,285
|
|
$
|
97,431,553
|
|
$
|
70,444,721
|
|
Average loan amount
|
|
$
|
226,026
|
|
$
|
172,563
|
|
$
|
172,598
|
|
$
|
139,721
|
|
Originated as fixed
|
|
$
|
6,919,300
|
|
$
|
54,128,022
|
|
$
|
72,098,058
|
|
|
|
|
Originated as ARM *
|
|
$
|
81,004,916
|
|
$
|
146,173,263
|
|
$
|
25,045,495
|
|
|
|
|
Number of loans sold
|
|
|
71
|
|
|
576
|
|
|
449
|
|
|
235
|
|
Amount of loans sold
|
|
$
|
13,411,176
|
|
$
|
89,925,754
|
|
$
|
79,105,920
|
|
$
|
42,531,689
|
|
Gain on sale
|
|
$
|
663,704
|
|
|
3,689,616
|
|
|
3,236,616
|
|
|
2,259,979
|
|
|
* Principally, Tribecas ARM loans are fixed rate for two years, and six-month adjustable rate for the remaining term.
|
|
|
Loans Originated
For the Three Months Ended March 31, 2005 |
|
Loans Held for Investment
at March 31, 2005 |
|
||||||||
|
|
|
|
|
|
||||||||
Location
|
|
Principal
Balance |
|
Percentage of Total
Principal Balance |
|
Principal
Balance |
|
Percentage of Total
Principal Balance |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Jersey
|
|
$
|
32,034,369
|
|
|
36
|
%
|
$
|
56,663,435
|
|
|
33
|
%
|
New York
|
|
|
25,075,448
|
|
|
29
|
%
|
|
55,844,301
|
|
|
33
|
%
|
California
|
|
|
8,480,050
|
|
|
10
|
%
|
|
12,606,767
|
|
|
7
|
%
|
Florida
|
|
|
4,409,850
|
|
|
5
|
%
|
|
8,679,819
|
|
|
5
|
%
|
Pennsylvania
|
|
|
4,153,350
|
|
|
5
|
%
|
|
9,982,139
|
|
|
6
|
%
|
Massachusetts
|
|
|
3,305,100
|
|
|
4
|
%
|
|
6,388,323
|
|
|
4
|
%
|
Virginia
|
|
|
3,294,000
|
|
|
4
|
%
|
|
5,724,000
|
|
|
3
|
%
|
Maryland
|
|
|
2,979,050
|
|
|
3
|
%
|
|
4,607,995
|
|
|
3
|
%
|
Connecticut
|
|
|
1,475,200
|
|
|
2
|
%
|
|
4,199,016
|
|
|
2
|
%
|
Michigan
|
|
|
589,050
|
|
|
1
|
%
|
|
1,711,178
|
|
|
1
|
%
|
All Others
|
|
|
2,128,749
|
|
|
2
|
%
|
|
4,830,447
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
87,924,216
|
|
|
100
|
%
|
$
|
171,237,420
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
the Equal Credit Opportunity Act and Regulation B;
|
|
|
|
|
|
the Federal Truth in Lending Act and Regulation Z;
|
|
|
|
|
|
the Home Ownership and Equity Protection Act, or HOEPA;
|
|
|
|
|
|
the Real Estate Settlement Procedures Act, or RESPA, and Regulation X;
|
|
|
|
|
|
the Fair Credit Reporting Act;
|
|
|
|
|
|
the Fair Debt Collection Practices Act;
|
|
|
|
|
|
the Home Mortgage Disclosure Act and Regulation C;
|
|
|
|
|
|
the Fair Housing Act;
|
|
|
|
|
|
the Telemarketing and Consumer Fraud and Abuse Prevention Act;
|
|
|
|
|
|
the Telephone Consumer Protection Act;
|
|
|
|
|
|
the Gramm-Leach-Bliley Act;
|
|
|
|
|
|
the Soldiers and Sailors Civil Relief Act;
|
|
|
|
|
|
the Fair and Accurate Credit Transactions Act; and
|
|
|
|
|
|
the CAN-SPAM Act.
|
|
|
impose licensing obligations and financial requirements on us;
|
|
|
|
|
|
limit the interest rates, finance charges, and other fees that we may charge;
|
|
|
|
|
|
prohibit discrimination both in the extension of credit and in the terms and conditions on which credit is extended;
|
|
|
|
|
|
prohibit the payment of kickbacks for the referral of business incident to a real estate settlement service;
|
|
|
|
|
|
impose underwriting requirements;
|
|
|
|
|
|
mandate various disclosures and notices to consumers, as well as disclosures to governmental entities;
|
|
|
|
|
|
mandate the collection and reporting of statistical data regarding our customers;
|
|
|
|
|
|
require us to safeguard non-public information about our customers;
|
|
|
|
|
|
regulate our collection practices;
|
|
|
|
|
|
require us to avoid doing business with suspected terrorists;
|
|
|
|
|
|
restrict the marketing practices we may use to find customers, including restrictions on outbound telemarketing; and
|
|
|
|
|
|
in some cases, impose assignee liability on us as purchaser of mortgage loans as well as the entities that purchase our mortgage loans.
|
|
|
civil and criminal liability, including potential monetary penalties;
|
|
|
|
|
|
loss of lending licenses or approved status required for continued lending and servicing operations;
|
|
|
|
|
|
demands for indemnification or loan repurchases from purchasers of our loans;
|
|
|
|
|
|
legal defenses causing delay and expense;
|
|
|
|
|
|
adverse effects on our ability, as servicer, to enforce loans;
|
|
|
|
|
|
the borrower having the right to rescind or cancel the loan transaction;
|
|
|
|
|
|
adverse publicity;
|
|
|
|
|
|
individual and class action lawsuits;
|
|
|
|
|
|
administrative enforcement actions;
|
|
|
|
|
|
damage to our reputation in the industry;
|
|
|
|
|
|
inability to sell our loans; or
|
|
|
|
|
|
inability to obtain credit to fund our operations.
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Thomas J. Axon
|
|
52
|
|
Chairman of the Board of Directors
|
Jeffrey R. Johnson
|
|
55
|
|
President, Chief Executive Officer and Director
|
Paul D. Colasono
|
|
58
|
|
Chief Financial Officer and Executive Vice President
|
Joseph Caiazzo
|
|
47
|
|
Executive Vice President and Secretary
|
John Devine
|
|
36
|
|
Vice President Credit/Acquisitions
|
Kimberly Shaw
|
|
43
|
|
Vice President Finance, Treasurer and Controller
|
Michael Bertash (1)(2)
|
|
52
|
|
Director
|
Robert M. Chiste (3)
|
|
58
|
|
Director
|
Frank B. Evans, Jr. (3)
|
|
53
|
|
Director
|
Alexander Gordon Jardin (1)(3)
|
|
52
|
|
Director
|
Steven W. Lefkowitz (3)
|
|
49
|
|
Director
|
Allan R. Lyons (1)(2)
|
|
64
|
|
Director
|
William F. Sullivan (2)
|
|
55
|
|
Director
|
|
(1) Member of Audit Committee
|
(2) Member of Nominating and Corporate Governance Committee
|
(3) Member of Compensation Committee
|
|
|
Overseeing our accounting and financial reporting process and audits of our financial statements on behalf of our board of directors.
|
|
|
|
|
|
Selecting the independent registered public accounting firm to conduct the annual audit of our financial statements.
|
|
|
|
|
|
Evaluating the qualifications, independence and performance of our independent auditors.
|
|
|
|
|
|
Reviewing the proposed scope of the annual audit of our financial statements.
|
|
|
|
|
|
Reviewing our accounting and financial controls with the independent registered public accounting firm and our financial accounting staff.
|
|
|
|
|
|
Reviewing and approving transactions between us and our directors, officers and their affiliates.
|
|
|
|
|
|
Preparing the report required by the rules of the SEC to be included in our annual proxy statement.
|
|
|
Reviewing and approving the compensation and benefits for our executive officers.
|
|
|
|
|
|
Administering our stock plans.
|
|
|
|
|
|
Making recommendations to our board of directors regarding these matters.
|
|
|
Searching for and recommending to the board of directors potential nominees for director positions.
|
|
|
|
|
|
Making recommendations to the board of directors regarding the size and composition of the board of directors and its committees.
|
|
|
|
|
|
Monitoring the board of directors effectiveness.
|
|
|
|
|
|
Developing and implementing our corporate governance procedures and policies.
|
|
|
Each non-employee director will receive an annual retainer fee of $20,000 for serving on the board of directors.
|
|
|
|
|
|
Each non-employee director who serves as Chairman of the board of directors or Chairman of the audit committee will receive an additional retainer fee of $10,000 for such service.
|
|
|
|
|
|
Each non-employee director will receive $500 for each meeting of the board of directors, the compensation committee and the nominating and corporate governance committee attended in person and $250 for each such meeting attended telephonically.
|
|
|
|
|
|
Each non-employee director will receive $1,000 for each meeting of the audit committee attended in person and $500 for each such meeting attended telephonically.
|
|
|
|
|
|
Each non-employee director will be reimbursed for reasonable travel expenses incurred in connection with serving on the board of directors.
|
|
|
|
|
|
Each non-employee director will be granted an option to purchase 3,000 shares of our common stock pursuant to our 1996 Plan upon such directors election or re-election to the board of directors and, for each year that such director serves during such directors term on the board of directors, upon the anniversary of such directors election or re-election to the board of directors. The options will vest on the date of grant and will be exercisable at an exercise price equal to the fair market value of the underlying shares of common stock on the date of grant.
|
|
|
|
|
|
Annual Compensation
|
|
Long-Term Compensation
Awards |
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Name and Principal Position
|
|
Fiscal Year
|
|
Salary
($) |
|
Bonus
($) (1) |
|
Other Annual
Compensation ($) |
|
Restricted
Stock Award(s) ($) |
|
Securities
Underlying Options/SARs (#) |
|
All Other
Compensation ($) |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey R. Johnson
|
|
|
2004
|
|
|
81,250
|
|
|
90,000
|
|
|
593,696
|
(3)
|
|
675,000
|
|
|
|
|
|
|
|
President and Chief
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Officer (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seth Cohen
|
|
|
2004
|
|
|
137,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
650,217.00
|
(6)
|
Chief Executive Officer
|
|
|
2003
|
|
|
250,000
|
|
|
151,544
|
|
|
|
|
|
|
|
|
|
|
|
1,937.56
|
(7)
|
and President (4)
|
|
|
2002
|
|
|
227,000
|
|
|
139,937
|
|
|
|
|
|
|
|
|
50,000
|
(5)
|
|
1,734.39
|
(7)
|
Thomas Axon
|
|
|
2004
|
|
|
150,000
|
|
|
290,000
|
|
|
|
|
|
|
|
|
|
|
|
3,075.00
|
(7)
|
Chairman
|
|
|
2003
|
|
|
150,000
|
|
|
151,544
|
|
|
|
|
|
|
|
|
|
|
|
1,843.75
|
(7)
|
|
|
|
2002
|
|
|
118,750
|
|
|
139,937
|
|
|
|
|
|
|
|
|
50,000
|
(8)
|
|
1,687.60
|
(7)
|
Joseph Caiazzo
|
|
|
2004
|
|
|
224,167
|
|
|
140,000
|
|
|
|
|
|
|
|
|
|
|
|
3,075.00
|
(7)
|
Executive Vice President
|
|
|
2003
|
|
|
200,000
|
|
|
151,544
|
|
|
|
|
|
|
|
|
|
|
|
2,848.10
|
(7)
|
and Secretary
|
|
|
2002
|
|
|
165,000
|
|
|
139,937
|
|
|
|
|
|
|
|
|
50,000
|
(5)
|
|
2,400.00
|
(7)
|
Alan Joseph
|
|
|
2004
|
|
|
252,500
|
|
|
225,000
|
|
|
|
|
|
|
|
|
500
|
(10)
|
|
|
|
Chief
Financial Officer (9)
|
|
|
2003
|
|
|
150,000
|
|
|
120,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002
|
|
|
103,250
|
|
|
97,535
|
|
|
|
|
|
|
|
|
103,000
|
(11)
|
|
|
|
John Devine
|
|
|
2004
|
|
|
115,000
|
|
|
85,000
|
|
|
|
|
|
|
|
|
|
|
|
1,725.00
|
(7)
|
Vice President
|
|
|
2003
|
|
|
100,000
|
|
|
43,298
|
|
|
|
|
|
|
|
|
|
|
|
1,481.22
|
(7)
|
Credit/Acquisitions
|
|
|
2002
|
|
|
94,992
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
1,409.64
|
(7)
|
|
|
|
|
(1)
|
Represents performance-based bonus earned for fiscal year 2004, 2003 and 2002.
|
|
|
|
|
(2)
|
Jeffrey R. Johnson has served as our President and Chief Executive Officer since October 1, 2004.
|
|
|
|
|
(3)
|
Includes $557,295 representing reimbursement for tax liability in respect of restricted stock award, $9,800 representing relocation expenses, $5,304 representing a car allowance, $1,697 representing medical insurance and $19,600 representing the dollar difference between the price paid to us by Mr. Johnson for 20,000 shares of our common stock and the fair market value of such security at the date of purchase.
|
|
|
|
|
(4)
|
Seth Cohen served as our Chief Executive Officer and President until May 15, 2004.
|
|
|
|
|
(5)
|
Represents options to purchase shares of the our common stock granted on May 5, 2002 at an exercise price of $0.75 per share, of which 25,000 vested on May 5, 2003 and 25,000 vested on May 5, 2004.
|
|
|
|
|
(6)
|
Includes $3,075 representing our matching contributions under our 401(k) plan, pursuant to which we match 50% of an employees contribution up to a maximum match amount of 50% of 3% of the employees salary, and $647,142 representing severance and related payments.
|
|
|
|
|
(7)
|
Represents our matching contributions under our 401(k) plan, pursuant to which we match 50% of an employees contribution up to a maximum match amount of 50% of 3% of the employees salary.
|
|
|
|
|
(8)
|
Represents options to purchase shares of our common stock granted on May 5, 2002 at an exercise price of $0.75 per share, of which 16,667 vested on May 5, 2003, 16,667 vested on May 5, 2004 and 16,666 vested on May 5, 2005.
|
|
|
|
|
(9)
|
Alan Joseph served as our Executive Vice President and Chief Financial Officer until April 8, 2005.
|
|
|
|
|
(10)
|
Represents options to purchase shares of our common stock granted on December 29, 2004 at an exercise price of $0.75 per share, all of which vested immediately.
|
|
|
|
|
(11)
|
Represents options to purchase shares of our common stock granted on May 5, 2002 at an exercise price of $0.75 per share, of which 51,500 vested on May 5, 2003 and 51,500 vested on May 5, 2004.
|
Individual Grants
|
|
Potential Realizable Value at
Assumed Annual Rates of Stock Price Appreciation for Options Term |
|
|||||||||||||||||||
|
|
|
|
|||||||||||||||||||
Name
|
|
Number Of
Securities Underlying Option Granted (#) |
|
Percent Of Total
Options Granted To Employees In Fiscal Year |
|
Exercise Price
($/Sh) |
|
Expiration
Date |
|
5% ($)
|
|
10% ($)
|
|
0% ($)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alan Joseph
|
|
|
500
|
(1)
|
|
9.09
|
%
|
$
|
0.75
|
|
|
12/29/14
|
|
$
|
7,159
|
|
$
|
11,621
|
|
$
|
4,250
|
|
|
(1) Represents options to purchase shares of our common stock granted on December 29, 2004, all of which vested immediately.
|
|
|
|
|
|
|
|
|
Number of Securities Underlying
Unexercised Options at Fiscal Year-End (#) |
|
Value of Unexercised In-The-Money
Options at Fiscal Year-End (1 ($) |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Name
|
|
Shares
Acquired On Exercise (#) |
|
Value
Realized ($) |
|
Exercisable
|
|
Unexercisable
|
|
Exercisable
|
|
Unexercisable
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seth Cohen
|
|
|
25,000
|
|
|
118,750
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Caiazzo
|
|
|
|
|
|
|
|
|
190,000
|
|
|
|
|
|
1,532,600
|
|
|
|
|
Thomas Axon
|
|
|
|
|
|
|
|
|
115,000
|
|
|
|
|
|
971,750
|
|
|
|
|
Alan Joseph
|
|
|
|
|
|
|
|
|
103,500
|
|
|
|
|
|
874,575
|
|
|
|
|
|
|
|
|
(1)
|
Values are based on the closing bid price of our common stock on December 31, 2004 of $9.20. The value of unexercised stock options at December 31, 2004 is presented to comply with SEC regulations. The actual amount realized upon any exercise of stock options will depend upon the excess of the fair market value of our common stock over the grant price at the time the stock option is exercised. There is no assurance that values of unexercised stock options reflected in this table will be realized.
|
|
|
|
|
(2)
|
Represents the difference between the fair market value of shares of our common stock of $5.50 on August 31, 2004, the date of exercise, and the exercise price of $0.75 per share.
|
|
|
each person, group or entity known to us to beneficially own more than 5% of our outstanding common stock;
|
|
|
|
|
|
each of our directors and named executive officers;
|
|
|
|
|
|
all of our directors and executive officers as a group.
|
|
|
Number of Shares of
Common Stock Beneficially Owned |
|
Percentage of Beneficial Ownership
|
|
|||||
|
|
|
|
|
||||||
Name and Address of Beneficial Holder (1)
|
|
|
Before Offering
|
|
After Offering
|
|
||||
|
|
|
|
|
|
|
|
|||
Lawrence J. Goldstein (2)
|
|
|
317,619
|
|
|
5.2
|
%
|
|
4.4
|
%
|
1865 Palmer Avenue
|
|
|
|
|
|
|
|
|
|
|
Larchmont, New York 10538
|
|
|
|
|
|
|
|
|
|
|
Thomas J. Axon (3)
|
|
|
3,312,619
|
|
|
53.5
|
%
|
|
45.4
|
%
|
Jeffrey R. Johnson (4)
|
|
|
120,000
|
|
|
2.0
|
%
|
|
1.7
|
%
|
Joseph Caiazzo (5)
|
|
|
218,550
|
|
|
3.5
|
%
|
|
3.0
|
%
|
Michael Bertash (6)
|
|
|
43,667
|
|
|
|
*
|
|
|
*
|
Frank B. Evans, Jr. (7)
|
|
|
867,425
|
|
|
14.2
|
%
|
|
12.04
|
%
|
Alexander Gordon Jardin
|
|
|
|
|
|
|
*
|
|
|
*
|
Steven W. Lefkowitz (8)
|
|
|
273,167
|
|
|
4.4
|
%
|
|
3.7
|
%
|
Allan R. Lyons (6)
|
|
|
71,167
|
|
|
1.2
|
%
|
|
1.0
|
%
|
William F. Sullivan (9)
|
|
|
63,367
|
|
|
1.0
|
%
|
|
|
*
|
Robert M. Chiste
|
|
|
6,000
|
|
|
|
*
|
|
|
*
|
Alan Joseph (10)
|
|
|
103,500
|
|
|
1.7
|
%
|
|
1.4
|
%
|
Paul D. Colasono
|
|
|
|
|
|
|
*
|
|
|
*
|
John Devine (11)
|
|
|
66,500
|
|
|
1.1
|
%
|
|
|
*
|
All Directors and Executive Officers as a group (13 persons) (14)
|
|
|
5,174,962
|
|
|
75.7
|
%
|
|
65.2
|
%
|
|
|
*
|
Indicates beneficial ownership of less than one percent (1%).
|
|
|
(1)
|
Unless otherwise indicated the address of each beneficial owner identified is C/O Franklin Credit Management Corporation, Six Harrison Street, New York, New York 10013.
|
|
|
(2)
|
Includes 295,319 shares held by Santa Monica Partners, L.P. and its general partner, SMP Asset Management, LLC, of which Mr. Goldstein is president and sole owner; 7,800 shares held by Santa Monica Partners II, L.P. and its general partner, Santa Monica Partners Asset Management LLC, of which Mr. Goldstein is president and sole owner; and 14,500 shares held by Mr. Goldstein.
|
|
|
(3)
|
Includes 115,000 shares issuable upon exercise of options exercisable within sixty days.
|
|
|
(4)
|
Includes 100,000 restricted shares, of which 10,000 have vested, 5,000 vest on the first day of each of the first eight calendar quarters beginning on April 1, 2005, and 6,250 vest on the first day of each of the first eight calendar quarters beginning on April 1, 2007, so long as Mr. Johnson remains in our employ.
|
|
|
(5)
|
Includes 190,000 shares issuable upon exercise of options exercisable within sixty days.
|
|
|
(6)
|
Includes 33,667 shares issuable upon exercise of options exercisable within sixty days.
|
|
|
(7)
|
Includes 5,000 shares beneficially owned by each of four minor children for which Mr. Evans is the trustee. Includes 24,000 shares issuable upon exercise of options exercisable within sixty days.
|
|
|
(8)
|
Includes 87,000 shares issuable upon exercise of warrants exercisable within sixty days and 28,667 shares issuable upon exercise of options exercisable within sixty days. Includes 47,500 shares beneficially owned by Mr. Lefkowitzs wife.
|
|
|
(9)
|
Includes 28,667 shares issuable upon exercise of options exercisable within sixty days.
|
|
|
(10)
|
Includes 103,500 shares issuable upon exercise of options exercisable within sixty days.
|
|
|
(11)
|
Includes 60,000 shares issuable upon exercise of options exercisable within sixty days.
|
|
|
(12)
|
Includes 652,168 shares issuable upon exercise of options exercisable within sixty days and 87,000 shares issuable upon exercise of warrants exercisable within sixty days.
|
|
|
Without Option
|
|
With Option
|
|
||
|
|
|
|
|
|
||
Per Share
|
|
$
|
|
|
$
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
|
|
|
|
|
|
Over-allotment involves sales by the underwriter of shares in excess of the number of shares the underwriter is obligated to purchase, which creates a short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriter is not greater than the number of shares that it may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriter may close out any covered short position by either exercising its over-allotment option or purchasing shares in the open market.
|
|
|
|
|
|
Covering transactions involve the purchase of common stock in the open market after the distribution has been completed in order to cover short positions. In determining the source of shares to close out the short position, the underwriter will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which it may purchase shares through the over-allotment option. If the underwriter sells more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriter is concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in this offering.
|
|
|
|
|
|
Penalty bids permit the underwriter to reclaim a selling concession from a selected dealer when the common stock originally sold by the selected dealer is purchased in a stabilizing covering transaction to cover short positions.
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Deloitte & Touche LLP
|
|
|
|
New York, New York
|
|
|
|
March 28, 2005
|
|
|
|
|
|
|
December 31,
|
|
||||
|
|
|
|
|
|
|
||||
|
|
March 31, 2005
|
|
2004
|
|
2003
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
24,333,579
|
|
$
|
19,519,659
|
|
$
|
14,418,876
|
|
Restricted cash
|
|
|
143,831
|
|
|
128,612
|
|
|
413,443
|
|
Notes Receivable:
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
|
837,706,645
|
|
|
811,885,856
|
|
|
465,553,870
|
|
Purchase discount
|
|
|
(29,388,621
|
)
|
|
(32,293,669
|
)
|
|
(25,678,165
|
)
|
Allowance for loan losses
|
|
|
(83,919,665
|
)
|
|
(89,628,299
|
)
|
|
(46,247,230
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net notes receivable
|
|
|
724,398,359
|
|
|
689,963,888
|
|
|
393,628,475
|
|
Originated loans held for sale
|
|
|
17,666,811
|
|
|
16,851,041
|
|
|
27,372,779
|
|
Originated loans held for investment, net
|
|
|
171,237,420
|
|
|
110,496,274
|
|
|
9,536,669
|
|
Accrued interest receivable
|
|
|
9,949,260
|
|
|
8,506,252
|
|
|
4,332,419
|
|
Other real estate owned
|
|
|
21,492,219
|
|
|
20,626,156
|
|
|
13,981,665
|
|
Other receivables
|
|
|
7,102,014
|
|
|
5,366,500
|
|
|
2,893,735
|
|
Deferred tax asset
|
|
|
301,073
|
|
|
583,644
|
|
|
681,398
|
|
Other assets
|
|
|
9,422,222
|
|
|
10,577,344
|
|
|
3,922,234
|
|
Building, furniture and equipment - net
|
|
|
1,336,823
|
|
|
1,290,442
|
|
|
1,252,711
|
|
Deferred financing costs - net
|
|
|
8,726,573
|
|
|
7,600,942
|
|
|
4,298,942
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
996,110,184
|
|
$
|
891,510,754
|
|
$
|
476,733,346
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
11,971,286
|
|
$
|
11,572,764
|
|
$
|
4,979,806
|
|
Financing agreements
|
|
|
31,518,801
|
|
|
39,540,205
|
|
|
23,315,301
|
|
Notes payable
|
|
|
916,186,427
|
|
|
807,718,038
|
|
|
427,447,844
|
|
Deferred tax liability
|
|
|
3,783,964
|
|
|
3,123,865
|
|
|
1,311,089
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
963,460,478
|
|
|
861,954,872
|
|
|
457,054,040
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $.001 par value; authorized 3,000,000, issued-none
|
|
|
|
|
|
|
|
|
|
|
Common stock, $.01 par value, 22,000,000 authorized shares; issued and outstanding: 6,082,295 in 2005, 6,062,295 in 2004 and 5,916,527 in 2003
|
|
|
60,823
|
|
|
60,623
|
|
|
59,167
|
|
Additional paid-in capital
|
|
|
7,377,578
|
|
|
7,354,778
|
|
|
6,985,968
|
|
Retained earnings
|
|
|
25,211,305
|
|
|
22,140,481
|
|
|
12,634,171
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
32,649,706
|
|
|
29,555,882
|
|
|
19,679,306
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
|
|
$
|
996,110,184
|
|
$
|
891,510,754
|
|
$
|
476,733,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
|
|||||||||||
|
|
|
|
|
|
|||||||||||
|
|
|
2005
|
|
|
2004
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
22,877,198
|
|
$
|
10,636,341
|
|
$
|
59,481,422
|
|
$
|
42,699,710
|
|
$
|
36,728,735
|
|
Purchase discount earned
|
|
|
2,251,481
|
|
|
1,341,397
|
|
|
9,234,896
|
|
|
5,154,601
|
|
|
3,841,927
|
|
Gain on sale of notes receivable
|
|
|
|
|
|
844,902
|
|
|
1,701,113
|
|
|
1,118,239
|
|
|
139,519
|
|
Gain on sale of loans held for sale
|
|
|
663,704
|
|
|
892,955
|
|
|
3,689,616
|
|
|
3,236,616
|
|
|
2,259,979
|
|
Gain on sale of other real estate owned
|
|
|
255,981
|
|
|
231,246
|
|
|
542,202
|
|
|
1,027,130
|
|
|
796,562
|
|
Prepayment penalties and other income
|
|
|
1,842,916
|
|
|
1,112,924
|
|
|
5,835,766
|
|
|
4,330,263
|
|
|
3,075,715
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,891,280
|
|
|
15,059,765
|
|
|
80,485,015
|
|
|
57,566,559
|
|
|
46,842,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
13,018,345
|
|
|
5,313,075
|
|
|
32,795,347
|
|
|
21,672,993
|
|
|
19,127,713
|
|
Collection, general and administrative
|
|
|
7,089,544
|
|
|
4,446,182
|
|
|
23,321,659
|
|
|
17,864,786
|
|
|
12,882,135
|
|
Recovery of a special charge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,662,598
|
)
|
Provision for loan losses
|
|
|
1,198,218
|
|
|
895,876
|
|
|
3,705,333
|
|
|
3,164,103
|
|
|
2,713,864
|
|
Amortization of deferred financing costs
|
|
|
692,987
|
|
|
592,901
|
|
|
2,761,476
|
|
|
1,979,208
|
|
|
1,264,112
|
|
Depreciation
|
|
|
205,474
|
|
|
113,382
|
|
|
494,890
|
|
|
505,012
|
|
|
339,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,204,568
|
|
|
11,361,416
|
|
|
63,078,705
|
|
|
45,186,102
|
|
|
34,664,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE PROVISION FOR INCOME TAXES
|
|
|
5,686,712
|
|
|
3,698,349
|
|
|
17,406,310
|
|
|
12,380,457
|
|
|
12,177,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
2,615,888
|
|
|
1,665,000
|
|
|
7,900,000
|
|
|
5,695,000
|
|
|
5,514,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
3,070,824
|
|
$
|
2,033,349
|
|
$
|
9,506,310
|
|
$
|
6,685,457
|
|
$
|
6,663,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME PER COMMON SHARE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.51
|
|
$
|
0.34
|
|
$
|
1.60
|
|
$
|
1.13
|
|
$
|
1.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.45
|
|
$
|
0.30
|
|
$
|
1.43
|
|
$
|
1.02
|
|
$
|
1.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OUTSTANDING, BASIC
|
|
|
6,072,295
|
|
|
5,916,527
|
|
|
5,941,462
|
|
|
5,916,527
|
|
|
5,916,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OUTSTANDING, DILUTED
|
|
|
6,870,616
|
|
|
6,690,627
|
|
|
6,648,381
|
|
|
6,536,639
|
|
|
6,216,337
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Retained
Earnings (Deficit) |
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, JANUARY 1, 2002
|
|
|
5,916,527
|
|
$
|
59,167
|
|
$
|
6,985,968
|
|
$
|
(714,736
|
)
|
$
|
6,330,399
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
6,663,450
|
|
|
6,663,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, DECEMBER 31, 2002
|
|
|
5,916,527
|
|
|
59,167
|
|
|
6,985,968
|
|
|
5,948,714
|
|
|
12,993,849
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
6,685,457
|
|
|
6,685,457
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, DECEMBER 31, 2003
|
|
|
5,916,527
|
|
|
59,167
|
|
|
6,985,968
|
|
|
12,634,171
|
|
|
19,679,306
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock
|
|
|
145,768
|
|
|
1,206
|
|
|
128,800
|
|
|
|
|
|
130,006
|
|
Exercise of options
|
|
|
|
|
|
250
|
|
|
18,500
|
|
|
|
|
|
18,750
|
|
Issuance of in-the-money stock options
|
|
|
|
|
|
|
|
|
221,510
|
|
|
|
|
|
221,510
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
9,506,310
|
|
|
9,506,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, DECEMBER 31, 2004
|
|
|
6,062,295
|
|
|
60,623
|
|
|
7,354,778
|
|
|
22,140,481
|
|
|
29,555,882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of options (unaudited)
|
|
|
20,000
|
|
|
200
|
|
|
22,800
|
|
|
|
|
|
23,000
|
|
Net income (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
3,070,824
|
|
|
3,070,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, MARCH 31, 2005 (unaudited)
|
|
|
6,082,295
|
|
$
|
60,823
|
|
$
|
7,377,578
|
|
$
|
25,211,305
|
|
$
|
32,649,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
|
|||||||||||
|
|
|
|
|
|
|||||||||||
|
|
2005
|
|
2004
|
|
2004
|
|
2003
|
|
2002
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
3,070,824
|
|
$
|
2,033,349
|
|
$
|
9,506,310
|
|
$
|
6,685,457
|
|
$
|
6,663,450
|
|
Adjustments to reconcile income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of notes receivable
|
|
|
|
|
|
(844,902
|
)
|
|
(1,701,113
|
)
|
|
(1,118,239
|
)
|
|
(139,519
|
)
|
Gain on sale of other real estate owned
|
|
|
(255,981
|
)
|
|
(231,246
|
)
|
|
(542,202
|
)
|
|
(1,027,130
|
)
|
|
(796,562
|
)
|
Depreciation
|
|
|
205,474
|
|
|
113,382
|
|
|
494,890
|
|
|
505,012
|
|
|
339,761
|
|
Amortization of deferred financing costs
|
|
|
692,987
|
|
|
592,901
|
|
|
2,761,476
|
|
|
1,979,208
|
|
|
1,264,112
|
|
Issuance of options and stock for services rendered
|
|
|
|
|
|
|
|
|
240,110
|
|
|
|
|
|
|
|
Proceeds from the sale of and principal collections on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
loans held for sale-net
|
|
|
13,453,880
|
|
|
19,746,182
|
|
|
100,887,103
|
|
|
80,810,221
|
|
|
53,355,507
|
|
Origination of loans held for sale
|
|
|
(14,269,650
|
)
|
|
(33,358,278
|
)
|
|
(108,432,590
|
)
|
|
(97,143,554
|
)
|
|
(70,444,721
|
)
|
Deferred tax provision
|
|
|
942,670
|
|
|
1,010,037
|
|
|
1,910,530
|
|
|
234,343
|
|
|
(128,382
|
)
|
Purchase discount earned
|
|
|
(2,251,481
|
)
|
|
(1,341,397
|
)
|
|
(9,234,896
|
)
|
|
(5,154,601
|
)
|
|
(3,841,927
|
)
|
Provision for loan losses
|
|
|
1,198,218
|
|
|
895,876
|
|
|
3,705,333
|
|
|
3,164,103
|
|
|
2,713,864
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest receivable
|
|
|
(1,443,008
|
)
|
|
81,360
|
|
|
(4,173,833
|
)
|
|
(174,804
|
)
|
|
638,174
|
|
Other receivables
|
|
|
(1,735,514
|
)
|
|
66,662
|
|
|
(2,472,765
|
)
|
|
(634,192
|
)
|
|
(3,045,866
|
)
|
Other assets
|
|
|
1,155,122
|
|
|
(277,251
|
)
|
|
(6,655,110
|
)
|
|
(1,087,834
|
)
|
|
(739,030
|
)
|
Accounts payable and accrued expenses
|
|
|
398,522
|
|
|
(302,627
|
)
|
|
6,592,959
|
|
|
1,161,249
|
|
|
(411,646
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
1,162,063
|
|
|
(11,815,952
|
)
|
|
(7,113,798
|
)
|
|
(11,800,761
|
)
|
|
(14,572,785
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase) decrease in restricted cash
|
|
|
(15,219
|
)
|
|
(15,484
|
)
|
|
284,831
|
|
|
(219,440
|
)
|
|
(91,440
|
)
|
Purchase of notes receivable
|
|
|
(98,522,946
|
)
|
|
(38,432,630
|
)
|
|
(546,269,608
|
)
|
|
(213,638,801
|
)
|
|
(184,090,904
|
)
|
Principal collections on notes receivable
|
|
|
57,046,430
|
|
|
40,504,391
|
|
|
209,206,383
|
|
|
156,924,859
|
|
|
110,541,717
|
|
Principal collections on loans held for investment
|
|
|
12,394,909
|
|
|
3,933,731
|
|
|
8,693,192
|
|
|
|
|
|
|
|
Origination of loans held for investment
|
|
|
(73,463,873
|
)
|
|
|
|
|
(92,818,695
|
)
|
|
|
|
|
|
|
Investment in marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
(203,771
|
)
|
|
|
|
Acquisition and loan fees paid
|
|
|
(1,040,368
|
)
|
|
(449,595
|
)
|
|
(5,309,462
|
)
|
|
(2,564,246
|
)
|
|
(2,065,626
|
)
|
Proceeds from sale of other real estate owned
|
|
|
7,034,795
|
|
|
4,955,454
|
|
|
20,856,448
|
|
|
16,407,503
|
|
|
7,053,926
|
|
Proceeds from sale of loans held for investment
|
|
|
|
|
|
|
|
|
1,233,122
|
|
|
|
|
|
|
|
Proceeds from sale of notes receivable
|
|
|
|
|
|
6,556,853
|
|
|
20,241,957
|
|
|
15,648,149
|
|
|
1,000,083
|
|
Purchase of building, furniture and fixtures
|
|
|
(251,856
|
)
|
|
(73,481
|
)
|
|
(527,585
|
)
|
|
(650,858
|
)
|
|
(295,455
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
(96,818,128
|
)
|
|
16,979,239
|
|
|
(384,409,417
|
)
|
|
(28,296,605
|
)
|
|
(67,947,699
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from notes payable
|
|
|
183,247,345
|
|
|
49,771,473
|
|
|
663,023,803
|
|
|
226,367,253
|
|
|
205,224,166
|
|
Principal payments of notes payable
|
|
|
(74,778,956
|
)
|
|
(60,395,200
|
)
|
|
(282,753,609
|
)
|
|
(194,185,553
|
)
|
|
(123,901,830
|
)
|
Proceeds from financing agreements
|
|
|
87,195,847
|
|
|
34,052,232
|
|
|
206,219,638
|
|
|
101,322,968
|
|
|
74,886,326
|
|
Payments on financing agreements
|
|
|
(95,217,251
|
)
|
|
(27,681,774
|
)
|
|
(189,994,734
|
)
|
|
(89,565,036
|
)
|
|
(70,871,468
|
)
|
Proceeds from exercise of options
|
|
|
23,000
|
|
|
|
|
|
18,500
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
|
|||||||||||
|
|
|
|
|
|
|||||||||||
|
|
2005
|
|
2004
|
|
2004
|
|
2003
|
|
2002
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
||||
Proceeds from common stock purchase
|
|
|
|
|
|
|
|
|
110,400
|
|
|
|
|
|
|
|
Principal payments of subordinated debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,262
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
100,469,985
|
|
|
(4,253,269
|
)
|
|
396,623,998
|
|
|
43,939,632
|
|
|
85,312,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
4,813,920
|
|
|
910,018
|
|
|
5,100,783
|
|
|
3,842,266
|
|
|
2,792,448
|
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
19,519,659
|
|
|
14,418,876
|
|
|
14,418,876
|
|
|
10,576,610
|
|
|
7,784,162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
24,333,579
|
|
$
|
15,328,894
|
|
$
|
19,519,659
|
|
$
|
14,418,876
|
|
$
|
10,576,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash payments for interest
|
|
$
|
12,654,694
|
|
$
|
5,436,345
|
|
$
|
30,296,647
|
|
$
|
21,204,660
|
|
$
|
19,404,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash payments for taxes
|
|
$
|
228,872
|
|
$
|
636,800
|
|
$
|
7,849,900
|
|
$
|
5,713,700
|
|
$
|
5,425,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer of loans from held for sale to loans held for investment
|
|
$
|
|
|
$
|
|
|
$
|
18,067,224
|
|
$
|
13,721,717
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a.
|
Cash, Restricted Cash, Accrued Interest Receivables, Other Receivable and Accrued Interest Payable - The carrying values reported in the consolidated balance sheets are a reasonable estimate of fair value.
|
|
|
b.
|
Notes Receivable - Fair value of the net note receivable portfolio is estimated by discounting the estimated future cash flows using the interest method. The fair value of notes receivable at March 31, 2005, December 31, 2004 and December 31, 2003 was equivalent to their carrying value of $724,398,359 (unaudited), and $689,963,888 and $393,628,475, respectively.
|
|
|
c.
|
Short-Term Borrowings - The interest rates on financing agreements and other short-term borrowings reset on a monthly basis therefore, the carrying amounts of these liabilities approximate their fair value. The fair value at March 31, 2005, December 31, 2004 and December 31, 2003 was $31,518,801 (unaudited), $39,540,205 and $23,315,301, respectively.
|
|
|
d.
|
Long-Term Debt - The interest rate on the Companys long-term debt (notes payable) is a variable rate that resets monthly; therefore, the carrying value reported in the balance sheet approximates fair value of $916,186,427 (unaudited), $807,718,038 and $427,447,844 at March 31, 2005, December 31, 2004 and December 31, 2003, respectively.
|
|
|
2004
|
|
2003
|
|
2002
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Net income - as reported
|
|
$
|
9,506,310
|
|
$
|
6,685,457
|
|
$
|
6,663,450
|
|
Stock based compensation expense actual
|
|
$
|
99,680
|
|
|
|
|
|
|
|
Stock based compensation expense determined under fair value method, net of related tax effects
|
|
$
|
(53,362
|
)
|
$
|
(65,333
|
)
|
$
|
(78,377
|
)
|
Net income - pro forma
|
|
$
|
9,552,628
|
|
$
|
6,620,124
|
|
$
|
6,585,073
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
Net income per common share - basic - as reported
|
|
$
|
1.60
|
|
$
|
1.13
|
|
$
|
1.13
|
|
Net income per common share - basic - pro forma
|
|
$
|
1.61
|
|
$
|
1.12
|
|
$
|
1.12
|
|
Net income per common share dilutive - as reported
|
|
$
|
1.43
|
|
$
|
1.02
|
|
$
|
1.07
|
|
Net income per common share dilutive - pro forma
|
|
$
|
1.44
|
|
$
|
1.01
|
|
$
|
1.06
|
|
|
|
2004
|
|
2003
|
|
2002
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Dividend yield
|
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
Volatility
|
|
|
83
|
%
|
|
97
|
%
|
|
139
|
%
|
Risk-free interest rate
|
|
|
5
|
%
|
|
5
|
%
|
|
5
|
%
|
Weighted average expected lives
|
|
|
5 years
|
|
|
5 years
|
|
|
5 years
|
|
3.
|
NOTES RECEIVABLE, LOANS HELD FOR SALE, PURCHASE DISCOUNT AND ALLOWANCE FOR LOAN LOSSES
|
|
|
|
|
|
December 31,
|
|
||||
|
|
March 31,
2005 |
|
|
|
|||||
|
|
|
2004
|
|
2003
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
Real estate secured
|
|
$
|
807,894,998
|
|
$
|
777,719,050
|
|
$
|
436,748,611
|
|
Consumer unsecured
|
|
|
9,366,310
|
|
|
10,218,900
|
|
|
8,382,427
|
|
Mobile homes
|
|
|
15,799,832
|
|
|
16,413,026
|
|
|
14,871,762
|
|
Other
|
|
|
4,645,505
|
|
|
7,534,880
|
|
|
5,551,070
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
837,706,645
|
|
|
811,885,856
|
|
|
465,553,870
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
Purchase discount
|
|
|
(29,388,621
|
)
|
|
(32,293,669
|
)
|
|
(25,678,165
|
)
|
Allowance for loan losses
|
|
|
(83,919,665
|
)
|
|
(89,628,299
|
)
|
|
(46,247,230
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Balance
|
|
$
|
724,398,359
|
|
$
|
689,963,888
|
|
$
|
393,628,475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
||||
|
|
March 31,
2005 |
|
|
|
|||||
|
|
|
2004
|
|
2003
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
Real estate secured
|
|
$
|
171,399,196
|
|
$
|
110,684,391
|
|
$
|
9,575,896
|
|
Consumer unsecured
|
|
|
76,249
|
|
|
58,050
|
|
$
|
53,816
|
|
Mobile homes
|
|
|
84,566
|
|
|
84,707
|
|
|
85,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
171,560,012
|
|
|
110,827,148
|
|
|
9,714,952
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses
|
|
|
(322,591
|
)
|
|
(330,874
|
)
|
|
(178,283
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Balance
|
|
$
|
171,237,420
|
|
$
|
110,496,274
|
|
$
|
9,536,669
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ending December 31,
|
|
Notes
Receivable |
|
Loans Held
for Sale |
|
Loans Held
for Investment |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2005
|
|
$
|
40,891,498
|
|
$
|
191,384
|
|
$
|
615,275
|
|
||||||||||
2006
|
|
|
36,968,178
|
|
|
206,246
|
|
|
604,867
|
|
||||||||||
2007
|
|
|
35,162,873
|
|
|
222,311
|
|
|
643,044
|
|
||||||||||
2008
|
|
|
33,310,104
|
|
|
239,681
|
|
|
710,569
|
|
||||||||||
2009
|
|
|
45,475,369
|
|
|
255,095
|
|
|
1,158,122
|
|
||||||||||
Thereafter
|
|
|
530,449,535
|
|
|
15,736,324
|
|
|
106,764,397
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance, December 31, 2004
|
|
$
|
722,257,557
|
|
$
|
16,851,041
|
|
$
|
110,496,274
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
December 31,
|
|
||||
|
|
March 31,
2005 |
|
|
|
|||||
|
|
|
2004
|
|
2003
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
Balance, beginning
|
|
$
|
89,628,299
|
|
$
|
46,247,230
|
|
$
|
45,841,651
|
|
Allowance allocated on purchased portfolio
|
|
|
|
|
|
53,836,759
|
|
|
11,413,944
|
|
Net change in allowance
|
|
|
(6,906,852
|
)
|
|
(14,161,023
|
)
|
|
(14,172,468
|
)
|
Provision for loan losses
|
|
|
1,198,218
|
|
|
3,705,333
|
|
|
3,164,103
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, ending
|
|
$
|
83,919,665
|
|
$
|
89,628,299
|
|
$
|
46,247,230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
||||
|
|
March 31,
2005 |
|
|
|
|||||
|
|
|
2004
|
|
2003
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
Total impaired notes receivable
|
|
$
|
274,048,104
|
|
$
|
306,840,734
|
|
$
|
126,341,722
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses related to impaired notes receivable
|
|
$
|
62,875,708
|
|
$
|
68,858,866
|
|
$
|
30,111,278
|
|
|
|
|
|
|
|
|
|
|
|
|
Average balance of impaired notes receivable during the year
|
|
$
|
290,444,419
|
|
$
|
216,591,228
|
|
$
|
122,737,925
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income recognized
|
|
$
|
3,993,630
|
|
$
|
9,959,069
|
|
$
|
2,196,003
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
BUILDING, FURNITURE AND EQUIPMENT
|
|
|
|
|
|
December 31,
|
|
||||
|
|
March 31,
2005 |
|
|
|
|||||
|
|
|
2004
|
|
2003
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
Building and improvements
|
|
$
|
1,333,992
|
|
$
|
1,234,202
|
|
$
|
1,094,336
|
|
Furniture and equipment
|
|
|
2,411,710
|
|
|
2,259,644
|
|
|
1,871,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,745,702
|
|
|
3,493,846
|
|
|
2,966,261
|
|
Less accumulated depreciation
|
|
|
(2,403,879
|
)
|
|
(2,203,404
|
)
|
|
(1,713,550
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,336,823
|
|
$
|
1,290,442
|
|
$
|
1,252,711
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
NOTES PAYABLE
|
|
|
March 31,
2005 |
|
December 31,
2004 |
|
||
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
2005
|
|
$
|
117,102,921
|
|
$
|
143,684,898
|
|
2006
|
|
|
137,181,242
|
|
|
135,276,228
|
|
2007
|
|
|
478,722,159
|
|
|
503,912,998
|
|
2008
|
|
|
181,796,620
|
|
|
23,873,616
|
|
2009
|
|
|
57,791
|
|
|
51,056
|
|
Thereafter
|
|
|
1,325,694
|
|
|
919,242
|
|
|
|
|
|
|
|
|
|
|
|
$
|
916,186,427
|
|
$
|
807,718,038
|
|
|
|
|
|
|
|
|
|
6.
|
FINANCING AGREEMENTS
|
7.
|
INCOME TAX MATTERS
|
|
|
First Quarter
2005 |
|
2004
|
|
2003
|
|
2002
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Current provision:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
1,488,674
|
|
$
|
4,683,558
|
|
$
|
4,131,000
|
|
$
|
3,317,000
|
|
State and local
|
|
|
467,115
|
|
|
1,305,912
|
|
|
1,036,000
|
|
|
1,043,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,955,789
|
|
|
5,989,470
|
|
|
5,167,000
|
|
|
4,360,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred provision :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
501,675
|
|
|
1,452,000
|
|
|
422,000
|
|
|
945,000
|
|
State and local
|
|
|
158,424
|
|
|
458,530
|
|
|
106,000
|
|
|
209,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
660,099
|
|
|
1,910,530
|
|
|
528,000
|
|
|
1,154,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
|
|
$
|
2,615,888
|
|
$
|
7,900,000
|
|
$
|
5,695,000
|
|
$
|
5,514,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
2005 |
|
|
2004
|
|
|
2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
Tax determined by applying U.S. statutory rate to income
|
|
$
|
1,971,095
|
|
$
|
6,092,208
|
|
$
|
4,546,000
|
|
Increase in taxes resulting from:
|
|
|
|
|
|
|
|
|
|
|
State and local taxes, net of Federal benefit
|
|
|
625,539
|
|
|
1,764,442
|
|
|
1,142,000
|
|
Meals and entertainment
|
|
|
19,254
|
|
|
43,350
|
|
|
7,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,615,888
|
|
$
|
7,900,000
|
|
$
|
5,695,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
2005 |
|
2004
|
|
2003
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(unaudited)
|
|
|
|
|
|
|
|
|||||||||||
Deferred liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase discount
|
|
$
|
2,076,285
|
|
$
|
1,690,175
|
|
$
|
926,596
|
|
||||||||||
Deferred cost
|
|
|
1,707,679
|
|
|
1,433,690
|
|
|
384,493
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred tax liabilities
|
|
|
3,783,964
|
|
|
3,123,865
|
|
|
1,311,089
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventory, repossessed collateral
|
|
|
301,073
|
|
|
583,644
|
|
|
681,398
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net deferred tax liability
|
|
$
|
3,482,891
|
|
$
|
2,540,221
|
|
$
|
629,691
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
8.
|
STOCK OPTION PLAN
|
|
|
2004
|
|
2003
|
|
2002
|
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
|
|
Shares
|
|
Weighted
Average Exercise |
|
Shares
|
|
Weighted
Average Exercise |
|
Shares
|
|
Weighted
Average Exercise |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at the beginning of year
|
|
|
1,017,500
|
|
$
|
0.95
|
|
|
978,500
|
|
$
|
0.90
|
|
|
712,500
|
|
$
|
1.00
|
|
Options granted
|
|
|
46,500
|
|
$
|
2.24
|
|
|
39,000
|
|
$
|
2.25
|
|
|
396,000
|
|
$
|
0.75
|
|
Options cancelled
|
|
|
(228,000
|
)
|
$
|
0.75
|
|
|
|
|
|
|
|
|
(130,000
|
)
|
$
|
1.00
|
|
Options exercised
|
|
|
(25,000
|
)
|
$
|
0.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at the end of the year
|
|
|
811,000
|
|
$
|
1.04
|
|
|
1,017,500
|
|
$
|
0.95
|
|
|
978,500
|
|
$
|
0.90
|
|
Range of exercise price of options:
|
|
Number
Outstanding |
|
|
|
|
|
|
|
$0.75
|
|
|
566,000
|
|
$0.85
|
|
|
20,000
|
|
$1.04
|
|
|
6,000
|
|
$1.15
|
|
|
25,000
|
|
$1.56
|
|
|
155,000
|
|
$2.25
|
|
|
19,000
|
|
$3.55
|
|
|
15,000
|
|
$5.50
|
|
|
5,000
|
|
|
|
|
|
|
TOTAL OPTIONS
|
|
|
811,000
|
|
|
|
|
|
|
Range of exercise price of warrants:
|
|
Number
Outstanding |
|
|
|
|
|
|
|
$5.00
|
|
|
10,000
|
|
$1.56
|
|
|
87,000
|
|
|
|
|
|
|
TOTAL WARRANTS OUTSTANDING
|
|
|
97,000
|
|
|
|
|
|
|
9.
|
OPERATING SEGMENTS
|
|
|
March 31,
2005 |
|
December 31,
2004 |
|
||
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
REVENUES:
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
18,857,595
|
|
$
|
52,889,964
|
|
Purchase discount earned
|
|
|
2,110,086
|
|
|
8,637,055
|
|
Gain on sale of notes receivable
|
|
|
|
|
|
1,701,113
|
|
Gain on sale of other real estate owned
|
|
|
246,913
|
|
|
448,805
|
|
Rental income
|
|
|
8,325
|
|
|
42,300
|
|
Other
|
|
|
1,254,808
|
|
|
4,512,999
|
|
|
|
|
|
|
|
|
|
|
|
|
22,477,727
|
|
|
68,232,236
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
Interest expense
|
|
|
10,956,007
|
|
|
29,571,575
|
|
Collection, general and administrative
|
|
|
5,410,176
|
|
|
18,380,359
|
|
Recovery of a special charge
|
|
|
|
|
|
|
|
Provision for loan losses
|
|
|
1,122,551
|
|
|
3,369,803
|
|
Amortization of deferred financing costs
|
|
|
606,305
|
|
|
2,426,826
|
|
Depreciation
|
|
|
168,000
|
|
|
380,547
|
|
|
|
|
|
|
|
|
|
|
|
|
18,623,040
|
|
|
54,129,110
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE PROVISION FOR INCOME TAXES
|
|
$
|
4,214,687
|
|
$
|
14,103,126
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2005 |
|
December 31,
2004 |
|
||
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
REVENUES:
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
4,019,603
|
|
$
|
6,591,458
|
|
Purchase discount earned
|
|
|
141,395
|
|
|
597,841
|
|
Gain on sale of loans held for sale
|
|
|
663,704
|
|
|
3,689,616
|
|
Gain on sale of other real estate owned
|
|
|
9,068
|
|
|
93,397
|
|
Rental income
|
|
|
|
|
|
|
|
Other
|
|
|
579,783
|
|
|
1,280,467
|
|
|
|
|
|
|
|
|
|
|
|
|
5,413,553
|
|
|
12,252,779
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
Interest expense
|
|
|
2,062,338
|
|
|
3,223,772
|
|
Collection, general and administrative
|
|
|
1,679,368
|
|
|
4,941,300
|
|
Provision for loan loss
|
|
|
75,667
|
|
|
335,530
|
|
Amortization of deferred financing costs
|
|
|
86,682
|
|
|
334,651
|
|
Depreciation
|
|
|
37,474
|
|
|
114,342
|
|
|
|
|
|
|
|
|
|
|
|
|
3,941,529
|
|
|
8,949,595
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE PROVISION FOR INCOME TAXES
|
|
$
|
1,472,024
|
|
$
|
3,303,184
|
|
|
|
|
|
|
|
|
|
OTHER SELECTED SEGMENT RESULTS CONSOLIDATED ASSETS:
|
|
|
|
|
|
|
|
Portfolio asset acquisition and resolution
|
|
$
|
790,609,484
|
|
$
|
754,234,144
|
|
Mortgage banking
|
|
|
205,500,700
|
|
|
137,276,610
|
|
|
|
|
|
|
|
|
|
Consolidated assets
|
|
$
|
996,110,184
|
|
$
|
891,510,754
|
|
|
|
|
|
|
|
|
|
TOTAL ADDITIONS TO BULIDING, FURNITURE AND FIXTURES:
|
|
|
|
|
|
|
|
Portfolio asset acquisition and resolution
|
|
|
122,501
|
|
$
|
372,011
|
|
Mortgage banking
|
|
|
129,354
|
|
|
155,574
|
|
|
|
|
|
|
|
|
|
Consolidated additions to building, furniture and fixtures
|
|
$
|
251,856
|
|
$
|
527,585
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED REVENUE:
|
|
|
|
|
|
|
|
Portfolio asset acquisition and resolution
|
|
$
|
22,477,727
|
|
$
|
68,232,236
|
|
Mortgage banking
|
|
|
5,413,553
|
|
|
12,252,779
|
|
|
|
|
|
|
|
|
|
Consolidated Revenue
|
|
$
|
27,891,280
|
|
$
|
80,485,015
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED NET INCOME :
|
|
|
|
|
|
|
|
Portfolio asset acquisition and resolution
|
|
$
|
2,268,570
|
|
$
|
7,721,435
|
|
Mortgage banking
|
|
|
802,254
|
|
|
1,784,875
|
|
|
|
|
|
|
|
|
|
Consolidated Net Income
|
|
$
|
3,070,824
|
|
$
|
9,506,310
|
|
|
|
|
|
|
|
|
|
10.
|
CERTAIN CONCENTRATIONS
|
|
|
|
|
|
December 31,
|
|
||||
|
|
March 31,
2005 |
|
|
|
|||||
Location
|
|
|
2004
|
|
2003
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
Ohio
|
|
|
8.47
|
%
|
|
9.08
|
%
|
|
3.53
|
%
|
New York
|
|
|
8.04
|
%
|
|
7.46
|
%
|
|
8.00
|
%
|
California
|
|
|
7.46
|
%
|
|
7.41
|
%
|
|
15.23
|
%
|
Florida
|
|
|
6.97
|
%
|
|
7.39
|
%
|
|
6.90
|
%
|
Georgia
|
|
|
6.95
|
%
|
|
5.22
|
%
|
|
7.38
|
%
|
New Jersey
|
|
|
4.55
|
%
|
|
5.16
|
%
|
|
3.57
|
%
|
Michigan
|
|
|
4.35
|
%
|
|
4.37
|
%
|
|
3.69
|
%
|
Pennsylvania
|
|
|
4.07
|
%
|
|
4.36
|
%
|
|
3.63
|
%
|
North Carolina
|
|
|
3.94
|
%
|
|
4.20
|
%
|
|
2.61
|
%
|
Texas
|
|
|
3.77
|
%
|
|
4.14
|
%
|
|
4.77
|
%
|
All Others
|
|
|
41.43
|
%
|
|
41.21
|
%
|
|
40.69
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
COMMITMENTS AND CONTINGENCIES
|
Year Ended
|
|
Amount
|
|
|
|
|
|
|
|
2005
|
|
$
|
760,447
|
|
2006
|
|
|
1,332,493
|
|
2007
|
|
|
1,353,637
|
|
2008
|
|
|
1,203,783
|
|
2009
|
|
|
935,767
|
|
Thereafter
|
|
|
3,672,854
|
|
|
|
|
|
|
|
|
$
|
9,258,981
|
|
|
|
|
|
|
|
|
March 31,
2005 |
|
December 31,
2004 |
|
||
|
|
|
|
|
|
|
|
|
|
(unaudited)
Amount |
|
|
|
|
|
Year Ended
|
|
|
Amount
|
|
|||
|
|
|
|
|
|
|
|
2005
|
|
$
|
170,610
|
|
$
|
173,332
|
|
2006
|
|
|
156,620
|
|
|
160,733
|
|
2007
|
|
|
99,011
|
|
|
101,042
|
|
2008
|
|
|
83,091
|
|
|
83,091
|
|
2009
|
|
|
53,992
|
|
|
53,992
|
|
|
|
|
|
|
|
|
|
|
|
$
|
563,324
|
|
$
|
572,190
|
|
|
|
|
|
|
|
|
|
12.
|
RELATED PARTY TRANSACTIONS
|
13.
|
SUMMARY OF QUARTERLY RESULTS (Unaudited)
|
|
|
2004
|
|
|
|
|||||||||||
|
|
|
|
2005
1st Quarter |
|
|||||||||||
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
15,059,765
|
|
$
|
15,787,166
|
|
$
|
21,965,456
|
|
$
|
27,672,629
|
|
$
|
27,891,280
|
|
Operating expenses
|
|
|
11,361,416
|
|
|
12,737,201
|
|
|
17,345,667
|
|
|
21,634,420
|
|
|
22,204,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
3,698,349
|
|
$
|
3,049,965
|
|
$
|
4,619,789
|
|
$
|
6,038,209
|
|
$
|
5,686,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Income taxes
|
|
|
1,665,000
|
|
|
1,409,000
|
|
|
2,102,004
|
|
|
2,723,996
|
|
|
2,615,888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
2,033,349
|
|
$
|
1,640,965
|
|
$
|
2,517,785
|
|
$
|
3,314,213
|
|
$
|
3,070,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.34
|
|
$
|
0.28
|
|
$
|
0.43
|
|
$
|
0.53
|
|
$
|
0.51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.30
|
|
$
|
0.25
|
|
$
|
0.37
|
|
$
|
0.48
|
|
$
|
0.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
13,939,228
|
|
$
|
13,957,953
|
|
$
|
14,057,724
|
|
$
|
15,611,654
|
|
|
|
|
Operating expenses
|
|
|
10,517,883
|
|
|
11,246,377
|
|
|
11,386,400
|
|
|
12,035,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
3,421,345
|
|
$
|
2,711,576
|
|
$
|
2,671,324
|
|
$
|
3,576,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Income taxes
|
|
|
1,573,800
|
|
|
1,282,500
|
|
|
1,215,900
|
|
|
1,622,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
1,847,545
|
|
$
|
1,429,076
|
|
$
|
1,455,424
|
|
$
|
1,953,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.31
|
|
$
|
0.24
|
|
$
|
0.25
|
|
$
|
0.33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.30
|
|
$
|
0.22
|
|
$
|
0.22
|
|
$
|
0.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.
|
SUBSEQUENT EVENTS
|
SEC Registration Fee
|
|
$
|
1,810
|
|
NASD Filing Fee
|
|
|
10,000
|
*
|
NASDAQ Listing Fee
|
|
|
100,000
|
|
Printing
|
|
|
80,000
|
*
|
Legal fees and expenses
|
|
|
475,000
|
*
|
Accounting fees and expenses
|
|
|
70,000
|
*
|
Underwriters accountable expense allowance
|
|
|
100,000
|
*
|
Blue Sky Fees and Expenses (including legal fees)
|
|
|
15,000
|
*
|
Miscellaneous
|
|
|
98,190
|
*
|
|
|
|
|
|
Total
|
|
$
|
950,000
|
|
|
|
|
|
|
|
* Estimated
|
Exhibit No.
|
|
Exhibit
|
|
|
|
1.1*
|
|
Form of Underwriting Agreement
|
|
|
|
3.1
|
|
Fifth Amended and Restated Certificate of Incorporation. Incorporated by reference to Appendix A to the Registrants Definitive Information Statement on Schedule 14C, filed with the Securities and Exchange Commission (the Commission) on January 20, 2005.
|
|
|
|
3.2
|
|
Amended and Restated By-laws. Incorporated by reference to Appendix B to the Registrants Definitive Information Statement on Schedule 14C, filed with the Commission on January 20, 2005.
|
|
|
|
5.1**
|
|
Opinion of Kramer Levin Naftalis & Frankel LLP.
|
|
|
|
10.1*
|
|
Master Credit and Security Agreement, dated as of October 13, 2004, between the Registrant and Sky Bank (the Master Credit Agreement).
|
|
|
|
10.2
|
|
Amendment to the Master Credit Agreement, dated as of December 30, 2004 between the Registrant and Sky Bank. Incorporated by reference to Exhibit 10.2 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the Commission on April 8, 2005 (the 2004 10-K).
|
|
|
|
10.3
|
|
Warehousing Credit and Security Agreement, dated as of September 30, 2003, between Tribeca Lending Corporation and Sky Bank (the Warehouse Credit Agreement). Incorporated by reference to Exhibit 10.3 to the Registrants 2004 10-K.
|
|
|
|
10.4
|
|
Letter, dated as of March 24, 2005, from Sky Bank to Tribeca Lending Corporation. Incorporated by reference to Exhibit 10.4 to the Registrants 2004 10-K.
|
|
|
|
10.5*
|
|
Second Amendment to the Warehouse Credit Agreement, effective as of May 19, 2005, between Tribeca Lending Corporation and Sky Bank.
|
|
|
|
10.6
|
|
Form of Term Loan and Security Agreement between subsidiaries of Tribeca Lending Corporation and Sky Bank. Incorporated by reference to Exhibit 10.5 to the Registrants 2004 10-K.
|
|
|
|
10.7
|
|
Agreement, dated March 20, 1997, between the Registrant and Sky Bank (f/k/a The Citizens Banking Company) (the 1997 Agreement). Incorporated by reference to Exhibit 10(e) to the Registrants Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997, filed with the Commission on May 14, 1998.
|
|
|
|
10.8*
|
|
Modification to 1997 Agreement, dated March 19, 2003, between the Registrant and Sky Bank.
|
|
|
|
10.9
|
|
1996 Stock Incentive Plan, as amended. Incorporated by reference to Exhibit 4.1 to the Registrants Registration Statement on Form S-8 (File No. 333-122677), filed with the Commission on February 10, 2005.
|
|
|
|
10.10
|
|
Mortgage Loan Purchase and Sale Agreement, dated as of September 24, 2004, between the Registrant and Master Financial, Inc. Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed with the Commission on October 20, 2004.
|
|
|
|
10.11
|
|
Mortgage Loan Purchase and Sale Agreement, dated as of June 30, 2004, between the Registrant and Bank One, Inc. Incorporated by reference to Exhibit 2.1 to the Registrants
|
|
|
Current Report on Form 8-K/A, filed with the Commission on July 16, 2004.
|
|
|
|
10.12
|
|
Employment Agreement, effective as of October 1, 2004, between the Registrant and Jeffrey R. Johnson. Incorporated by reference to Exhibit 10.9 to the Registrants 2004 10-K.
|
|
|
|
10.13
|
|
Registration Rights Agreement, effective as of October 1, 2004, between the Registrant and Jeffrey R. Johnson. Incorporated by reference to Exhibit 10.10 to the Registrants 2004 10-K.
|
|
|
|
10.14
|
|
Restricted Stock Grant Agreement, dated as of October 4, 2004, between the Registrant and Jeffrey R. Johnson. Incorporated by reference to Exhibit 10.11 to the Registrants 2004 10-K.
|
|
|
|
10.15
|
|
Sublease Agreement, dated as of March 4, 2005, between the Registrant and Lehman Brothers Holdings Inc. Incorporated by reference to Exhibit 10.12 to the Registrants 2004 10-K.
|
|
|
|
10.16
|
|
Employment Agreement, effective as of March 28, 2005, between the Registrant and Paul D. Colasono. Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005, filed with the Commission on May 16, 2005 (the First Quarter 10-Q).
|
|
|
|
10.17
|
|
Restricted Stock Grant Agreement, dated as of April 13, 2005, between the Registrant and Paul D. Colasono. Incorporated by reference to Exhibit 10.2 to the First Quarter 10-Q.
|
|
|
|
10.18
|
|
Employment Agreement, dated as of June 7, 2005, between the Registrant and Joseph Caiazzo. Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed with the Commission on June 9, 2005.
|
|
|
|
21.1*
|
|
Subsidiaries of the Registrant.
|
|
|
|
23.1*
|
|
Consent of Deloitte & Touche LLP.
|
|
|
|
23.2**
|
|
Consent of Kramer Levin Naftalis & Frankel LLP (included in Exhibit 5.1)
|
|
|
|
24.1*
|
|
Power of Attorney (included in signature page)
|
|
|
*
|
Filed herewith.
|
**
|
To be filed by amendment.
|
|
FRANKLIN CREDIT MANAGEMENT CORPORATION
|
|
|
|
|
|
By:
|
/s/ Jeffrey R. Johnson
|
|
|
|
|
|
Jeffrey R. Johnson
|
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Jeffrey R. Johnson
|
|
President, Chief Executive Officer and Director
|
|
|
|
|
(Principal Executive Officer)
|
|
June 9, 2005
|
Jeffrey R. Johnson
|
|
|
|
|
|
|
Chief Financial Officer and Executive Vice President
|
|
|
/s/ Paul D. Colasono
|
|
|
|
|
|
|
(Principal Financial Officer)
|
|
June 9, 2005
|
Paul D. Colasono
|
|
|
|
|
|
|
Vice President Finance, Treasurer and Controller
|
|
|
/s/
Kimberly Shaw
|
|
|
|
|
|
|
(Principal Accounting Officer)
|
|
June 9, 2005
|
Kimberly Shaw
|
|
|
|
|
|
|
|
|
|
/s/ Thomas J. Axon
|
|
|
|
|
|
|
Chairman of the Board
|
|
June 9, 2005
|
Thomas J. Axon
|
|
|
|
|
|
|
|
|
|
/s/ Michael Bertash
|
|
|
|
|
|
|
Director
|
|
June 9, 2005
|
Michael Bertash
|
|
|
|
|
|
|
|
|
|
/s/ Frank B. Evans
|
|
|
|
|
|
|
Director
|
|
June 9, 2005
|
Frank B. Evans
|
|
|
|
|
|
|
|
|
|
/s/ Robert M. Chiste
|
|
|
|
|
|
|
Director
|
|
June 9, 2005
|
Robert M. Chiste
|
|
|
|
|
|
|
|
|
|
/s/ Alexander Gordon Jardin
|
|
|
|
|
|
|
Director
|
|
June 9, 2005
|
Alexander Gordon Jardin
|
|
|
|
|
|
|
|
|
|
/s/ Steven W. Lefkowitz
|
|
|
|
|
|
|
Director
|
|
June 9, 2005
|
Steven W. Lefkowitz
|
|
|
|
|
|
|
|
|
|
/s/ Allan R. Lyons
|
|
|
|
|
|
|
Director
|
|
June 9, 2005
|
Allan R. Lyons
|
|
|
|
|
|
|
|
|
|
/s/ William F. Sullivan
|
|
|
|
|
|
|
Director
|
|
June 9, 2005
|
William F. Sullivan
|
|
|
|
|
Exhibit No.
|
|
Exhibit
|
|
|
|
1.1*
|
|
Form of Underwriting Agreement
|
|
|
|
3.1
|
|
Fifth Amended and Restated Certificate of Incorporation. Incorporated by reference to Appendix A to the Registrants Definitive Information Statement on Schedule 14C, filed with the Securities and Exchange Commission (the Commission) on January 20, 2005.
|
|
|
|
3.2
|
|
Amended and Restated By-laws. Incorporated by reference to Appendix B to the Registrants Definitive Information Statement on Schedule 14C, filed with the Commission on January 20, 2005.
|
|
|
|
5.1**
|
|
Opinion of Kramer Levin Naftalis & Frankel LLP.
|
|
|
|
10.1*
|
|
Master Credit and Security Agreement, dated as of October 13, 2004, between the Registrant and Sky Bank (the Master Credit Agreement).
|
|
|
|
10.2
|
|
Amendment to the Master Credit Agreement, dated as of December 30, 2004 between the Registrant and Sky Bank. Incorporated by reference to Exhibit 10.2 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the Commission on April 8, 2005 (the 2004 10-K).
|
|
|
|
10.3
|
|
Warehousing Credit and Security Agreement, dated as of September 30, 2003, between Tribeca Lending Corporation and Sky Bank (the Warehouse Credit Agreement). Incorporated by reference to Exhibit 10.3 to the Registrants 2004 10-K.
|
|
|
|
10.4
|
|
Letter, dated as of March 24, 2005, from Sky Bank to Tribeca Lending Corporation. Incorporated by reference to Exhibit 10.4 to the Registrants 2004 10-K.
|
|
|
|
10.5*
|
|
Second Amendment to the Warehouse Credit Agreement, effective as of May 19, 2005, between Tribeca Lending Corporation and Sky Bank.
|
|
|
|
10.6
|
|
Form of Term Loan and Security Agreement between subsidiaries of Tribeca Lending Corporation and Sky Bank. Incorporated by reference to Exhibit 10.5 to the Registrants 2004 10-K.
|
|
|
|
10.7
|
|
Agreement, dated March 20, 1997, between the Registrant and Sky Bank (f/k/a The Citizens Banking Company) (the 1997 Agreement). Incorporated by reference to Exhibit 10(e) to the Registrants Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997, filed with the Commission on May 14, 1998.
|
|
|
|
10.8*
|
|
Modification to 1997 Agreement, dated March 19, 2003, between the Registrant and Sky Bank.
|
|
|
|
10.9
|
|
1996 Stock Incentive Plan, as amended. Incorporated by reference to Exhibit 4.1 to the Registrants Registration Statement on Form S-8 (File No. 333-122677), filed with the Commission on February 10, 2005.
|
|
|
|
10.10
|
|
Mortgage Loan Purchase and Sale Agreement, dated as of September 24, 2004, between the Registrant and Master Financial, Inc. Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed with the Commission on October 20, 2004.
|
|
|
|
10.11
|
|
Mortgage Loan Purchase and Sale Agreement, dated as of June 30, 2004, between the Registrant and Bank One, Inc. Incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K/A, filed with the Commission on July 16, 2004.
|
|
|
|
10.12
|
|
Employment Agreement, effective as of October 1, 2004, between the Registrant and Jeffrey R. Johnson. Incorporated by reference to Exhibit 10.9 to the Registrants 2004 10-K.
|
|
|
|
10.13
|
|
Registration Rights Agreement, effective as of October 1, 2004, between the Registrant and Jeffrey R. Johnson. Incorporated by reference to Exhibit 10.10 to the Registrants 2004 10-K.
|
10.14
|
|
Restricted Stock Grant Agreement, dated as of October 4, 2004, between the Registrant and Jeffrey R. Johnson. Incorporated by reference to Exhibit 10.11 to the Registrants 2004 10-K.
|
|
|
|
10.15
|
|
Sublease Agreement, dated as of March 4, 2005, between the Registrant and Lehman Brothers Holdings Inc. Incorporated by reference to Exhibit 10.12 to the Registrants 2004 10-K.
|
|
|
|
10.16
|
|
Employment Agreement, effective as of March 28, 2005, between the Registrant and Paul D. Colasono. Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005, filed with the Commission on May 16, 2005 (the First Quarter 10-Q).
|
|
|
|
10.17
|
|
Restricted Stock Grant Agreement, dated as of April 13, 2005, between the Registrant and Paul D. Colasono. Incorporated by reference to Exhibit 10.2 to the First Quarter 10-Q.
|
|
|
|
10.18
|
|
Employment Agreement, dated as of June 7, 2005, between the Registrant and Joseph Caiazzo. Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed with the Commission on June 9, 2005.
|
|
|
|
21.1*
|
|
Subsidiaries of the Registrant.
|
|
|
|
23.1*
|
|
Consent of Deloitte & Touche LLP.
|
|
|
|
23.2**
|
|
Consent of Kramer Levin Naftalis & Frankel LLP (included in Exhibit 5.1)
|
|
|
|
24.1*
|
|
Power of Attorney (included in signature page)
|
|
|
*
|
Filed herewith.
|
**
|
To be filed by amendment.
|