Maryland
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38-2730780
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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27777 Franklin Rd.
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Suite 200
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Southfield, Michigan
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48034
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(Address of Principal Executive Offices)
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(Zip Code)
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(248) 208-2500
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Common Stock, Par Value $0.01 per Share
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New York Stock Exchange
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Securities Registered Pursuant to Section 12(b) of the Act
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Name of each exchange on which registered
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Securities Registered Pursuant to Section 12(g) of the Act: None
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Large accelerated filer [ ]
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Accelerated filer [ X]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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SUN COMMUNITIES, INC., a Maryland corporation
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Dated: March 31, 2011
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By:
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/s/ Gary A Shiffman
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Gary A. Shiffman,
Chief Executive Officer
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Exhibit Number
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Description
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Method of Filing
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1.1
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Sales Agreement dated August 27, 2009, executed by and between Sun Communities, Inc. and Brinson Patrick Securities Corporation
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(33)
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2.1
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Form of Sun Communities, Inc.’s Common Stock Certificate
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(1)
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3.1
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Amended and Restated Articles of Incorporation of Sun Communities, Inc.
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(1)
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3.2
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First Amended and Restated Bylaws
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(30)
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3.3
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Articles Supplementary, dated October 16, 2006
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(16)
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4.1
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Articles Supplementary of Board of Directors of Sun Communities, Inc. Designating a Series of Preferred Stock and Fixing Distribution and other Rights in such Series
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(24)
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4.2
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Articles Supplementary of Board of Directors of Sun Communities, Inc. Designating a Series of Preferred Stock
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(8)
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4.3
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Rights Agreement, dated as of June 2, 2008, between Sun Communities, Inc. and Computershare Trust Company, N.A. as Rights Agent
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(24)
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4.4
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Sun Communities, Inc. Equity Incentive Plan
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(31)
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4.5
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Form of Senior Indenture
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(34)
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4.6
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Form of Subordinated Indenture
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(34)
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10.1
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Second Amended and Restated Agreement of Limited Partnership of Sun Communities Operating Limited Partnership
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(4)
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10.1
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Stock Pledge Agreement between Gary A. Shiffman and the Operating Partnership with respect to 80,000 shares of Common Stock
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(5)
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10.1
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Loan Agreement dated March 1, 2011 among Sun Siesta Bay LLC, Sun Pheasant Ridge Limited Partnership, Sun/York L.L.C., Sun Richmond LLC, Sun Groves LLC, Sun Lake Juliana LLC, Sun Lake San Marino LLC, Sun Candlelight Village LLC, Sun Southfork LLC, Sun Four Seasons LLC and Sun Lafayette Place LLC, as Borrowers, and JPMorgan Chase Bank, National Association, as Lender
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(37)
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10.1
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Employment Agreement dated March 7, 2011 among Sun Communities, Inc., Sun Communities Operating Limited Partnership and John B. McLaren#
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(38)
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10.11
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Employment Agreement between Sun Communities, Inc. and Gary A. Shiffman, dated as of January 1, 2005#
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(14)
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10.12
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Employment Agreement between Sun Communities, Inc. and Jeffrey P. Jorissen, dated as of January 1, 2005#
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(14)
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10.13
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Employment Agreement by and between Brian W. Fannon and Sun Communities, Inc., dated as of January 1, 2005#
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(14)
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10.14
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First Amendment to Employment Agreement by and between Brian W. Fannon and Sun Communities, Inc. dated December 30, 2007 #
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(21)
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10.15
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Second Amendment to Employment Agreement by and between Brian W. Fannon and Sun Communities, Inc. dated March 17, 2008#
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(23)
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10.16
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Retirement from Employment and Release, dated July 10, 2008 by and among Sun Communities, Inc. and Brian W. Fannon#
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(27)
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10.17
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Employment Agreement by and between John B. McLaren and Sun Communities, Inc. dated February 5, 2008#
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(22)
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10.18
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Employment Agreement by and between Karen J. Dearing and Sun Communities, Inc. dated February 5, 2008#
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(22)
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10.19
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Long Term Incentive Plan
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(5)
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10.2
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Sun Communities, Inc. 1998 Stock Purchase Plan#
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(6)
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10.2
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Second Amended and Restated 1993 Stock Option Plan
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(7)
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10.2
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Promissory Note dated March 1, 2011 in the principal amount of $115,000,000 by Sun Siesta Bay LLC, Sun Pheasant Ridge Limited Partnership, Sun/York L.L.C., Sun Richmond LLC, Sun Groves LLC, Sun Lake Juliana LLC, Sun Lake San Marino LLC, Sun Candlelight Village LLC, Sun Southfork LLC, Sun Four Seasons LLC and Sun Lafayette Place LLC, as Borrowers, in favor of JPMorgan Chase Bank, National Association, as Lender
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(37)
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10.2
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Employment Agreement dated March 7, 2011 among Sun Communities, Inc., Sun Communities Operating Limited Partnership and Karen Dearing#
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(38)
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10.21
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One Hundred Third Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating Partnership
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(8)
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10.22
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One Hundred Eleventh Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating Partnership
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(9)
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10.23
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One Hundred Thirty-Sixth Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating Partnership
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(9)
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10.24
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One Hundred Forty-Fifth Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating Partnership
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(9)
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10.25
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One Hundred Seventy-Second Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating Partnership
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(15)
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10.26
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Restricted Stock Award Agreement between Sun Communities, Inc. and Gary A. Shiffman, dated May 10, 2004#
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(15)
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10.27
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First Amendment to Restricted Stock Award Agreement between Sun Communities, Inc., and Gary A. Shiffman#
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(15)
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10.28
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Second Amendment to Restricted Stock Award Agreement between Sun Communities, Inc. and Gary A. Shiffman#
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(21)
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10.29
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Third Amendment to Restricted Stock Award Agreement between Sun Communities, Inc. and Gary A. Shiffman#
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(23)
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10.3
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Amended and Restated 1993 Non-Employee Director Stock Option Plan
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(2)
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10.3
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Restricted Stock Award Agreement between Sun Communities, Inc. and Jeffrey P. Jorissen, dated May 10, 2004#
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(15)
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Exhibit Number
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Description
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Method of Filing
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10.31
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First Amendment to Restricted Stock Award Agreement between Sun Communities, Inc. and Jeffrey P. Jorissen#
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(15)
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10.32
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Second Amendment to Restricted Stock Award Agreement between Sun Communities, Inc. and Jeffrey P. Jorissen #
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(21)
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10.33
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Third Amendment to Restricted Stock Award Agreement between Sun Communities, Inc. and Jeffrey P. Jorissen#
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(23)
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10.34
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Restricted Stock Award Agreement between Sun Communities, Inc. and John B. McLaren, dated February 5, 2008#
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(22)
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10.35
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Restricted Stock Award Agreement between Sun Communities, Inc. and Karen J. Dearing, dated February 5, 2008#
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(22)
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10.36
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Form of Loan Agreement dated June 9, 2004 by and among Sun Candlewick LLC, Sun Silver Star LLC and Aspen-Holland Estates, LLC, as Borrowers, and Bank of America, N.A.., as Lender
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(12)
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10.37
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Schedule identifying substantially identical agreements to Exhibit 10.33
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(12)
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10.38
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Form of Loan Agreement dated June 9, 2004 by and between Sun Pool 8 LLC, as Borrower, and Bank of America, N.A., as Lender
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(12)
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10.39
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Schedule identifying substantially identical agreements to Exhibit 10.35
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(12)
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10.4
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Form of Stock Option Agreement between Sun Communities, Inc. and certain directors, officers and other individuals#
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(1)
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10.4
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Form of Loan Agreement dated June 9, 2004 by and between Sun Continental Estates LLC as Borrower, and Bank of America, N.A., as Lender
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(12)
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10.41
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Schedule identifying substantially identical agreements to Exhibit 10.37
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(12)
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10.42
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Form of Loan Agreement dated June 9, 2004 by and between Sun Indian Creek LLC, as Borrower, and Bank of America, N.A., as Lender
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(12)
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10.43
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Schedule identifying substantially identical agreements to Exhibit 10.39
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(12)
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10.44
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Amended And Restated Master Credit Facility Agreement dated April 28, 2004 by and among Sun Secured Financing LLC, Aspen Ft. Collins Limited Partnership, Sun Secured Financing Houston Limited Partnership, Sun Communities Finance, LLC, Sun Holly Forest LLC, Sun Saddle Oak LLC, as Borrowers, and ARCS Commercial Mortgage Co., L.P., as Lender
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(12)
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10.45
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Appendix I (definitions) to Amended And Restated Master Credit Facility Agreement dated April 28, 2004 by and among Sun Secured Financing LLC, Aspen Ft. Collins Limited Partnership, Sun Secured Financing Houston Limited Partnership, Sun Communities Finance, LLC, Sun Holly Forest LLC, Sun Saddle Oak LLC, as Borrowers, and ARCS Commercial Mortgage Co., L.P., as Lender
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(12)
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10.46
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Fixed Facility Note dated April 5, 2004 made by Sun Secured Financing LLC, Aspen – Ft. Collins Limited Partnership and Sun Secured Financing Houston Limited Partnership, in favor of ARCS Commercial Mortgage Co., L.P., in the original principal amount of $77,362,500
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(12)
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10.47
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Fixed Facility Note dated April 28, 2004 made by Sun Secured Financing LLC, Sun Secured Financing Houston Limited Partnership, Aspen – Ft. Collins Limited Partnership, Sun Communities Finance LLC, Sun Holly Forest LLC and Sun Saddle Oak LLC, in favor of ARCS Commercial Mortgage Co., L.P., in the original principal amount of $100,000,000
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(12)
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10.48
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Variable Facility Note dated April 28, 2004 made by Sun Secured Financing LLC, Sun Secured Financing Houston Limited Partnership, Aspen – Ft. Collins Limited Partnership, Sun Communities Finance LLC, Sun Holly Forest LLC and Sun Saddle Oak LLC, in favor of ARCS Commercial Mortgage Co., L.P., in the original principal amount of $60,275,000
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(12)
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10.49
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Fourth Amended and Restated Variable Facility Note dated April 28, 2004 made by Sun Secured Financing LLC, Sun Secured Financing Houston Limited Partnership, Aspen – Ft. Collins Limited Partnership, Sun Communities Finance LLC, Sun Holly Forest LLC and Sun Saddle Oak LLC, in favor of ARCS Commercial Mortgage Co., L.P., in the original principal amount of $152,362,500
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(12)
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10.5
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Form of Non-Employee Director Stock Option Agreement between Sun Communities, Inc. and certain directors#
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(2)
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10.5
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Credit Agreement, dated September 30, 2004, among the Company, the Operating Partnership, Standard Federal Bank National Associates, LaSalle Bank National Association and other lenders
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(13)
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10.51
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Second Amended and Restated Promissory Note (Secured), dated as of July 15, 2002, made by Gary A. Shiffman in favor of the Operating Partnership
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(10)
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10.52
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First Amended and Restated Promissory Note (Unsecured), dated as of July 15, 2002, made by Gary A. Shiffman in favor of the Operating Partnership
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(10)
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10.53
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First Amended and Restated Promissory Note (Secured), dated as of July 15, 2002, made by Gary A. Shiffman in favor of the Operating Partnership
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(10)
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10.54
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Second Amended and Restated Promissory Note (Unsecured), dated as of July 15, 2002, made by Gary A. Shiffman in favor of the Operating Partnership
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(10)
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10.55
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Second Amended and Restated Promissory Note (Secured), dated as of July 15, 2002, made by Gary A. Shiffman in favor of the Operating Partnership
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(10)
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10.56
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Lease, dated November 1, 2002, by and between the Operating Partnership as Tenant and American Center LLC as Landlord
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(11)
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10.58
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Promissory Note dated July 10, 2006 made by Sun Villa MHC LLC in favor of ARCS Commercial Mortgage Co., L.P., in the original principal amount of $18,300,000
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(17)
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10.59
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Promissory Note dated July 10, 2006 made by Sun Countryside Atlanta LLC in favor of ARCS Commercial Mortgage Co., L.P., in the original principal amount of $12,950,000
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(17)
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10.6
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Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated July 10, 2006, made by Sun Villa MHC LLC in favor of ARCS Commercial Mortgage Co., L.P.
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(17)
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10.6
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2004 Non-Employee Director Stock Option Plan#
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(20)
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10.61
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Deed to Secure Debt and Security Agreement dated July 10, 2006 made by Sun Countryside Atlanta LLC in favor of ARCS Commercial Mortgage Co., L.P.
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(17)
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Exhibit Number
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Description
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Method of Filing
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10.62
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Promissory Note dated August 1, 2006 made by Sun Countryside Lake Lanier LLC in favor of ARCS Commercial Mortgage Co., L.P., in the original principal amount of $16,850,000
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(18)
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10.63
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Deed to Secured Debt and Security Agreement dated August 1, 2006 made by Sun Countryside Lake Lanier LLC in favor of ARCS Commercial Mortgage Co., L.P.
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(18)
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10.64
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Future Advance, Renewal and Consolidation Promissory Note dated November 15, 2006 made by Miami Lakes Venture Associates in favor of Lehman Brothers Bank, FSB in the original principal amount of $54,000,000
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(18)
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10.65
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Notice of Future Advance, Mortgage Modification, Extension and Spreader Agreement and Security Agreement dated November 15, 2006 made by Miami Lakes Venture Associates in favor of Lehman Brothers Bank, FSB
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(18)
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10.66
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Promissory Note dated January 4, 2007 made by High Point Associates, L.P., in favor of Lehman Brothers Bank, FSB in the original principal amount of $17,500,000
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(18)
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10.67
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Mortgage and Security Agreement dated January 4, 2007 made by High Point Associates, L.P., in favor of Lehman Brothers Bank, FSB
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(18)
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10.68
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Promissory Note dated January 5, 2007 made by Sea Breeze Limited Partnership in favor of Lehman Brothers Bank, FSB in the original principal amount of $20,000,000
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(18)
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10.69
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Mortgage and Security Agreement dated January 5, 2007 made by Sea Breeze Limited Partnership in favor of Lehman Brothers Bank, FSB
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(18)
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10.7
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Form of Restricted Stock Award Agreement#
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(15)
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10.7
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First Amendment to Amended and Restated Master Credit Facility Agreement dated May 31, 2007 by and among (i) Sun Secured Financing LLC, Aspen-Ft. Collins Limited Partnership, Sun Secured Financing Houston Limited Partnership, Sun Communities Finance, LLC, Sun Holly Forest LLC and Sun Saddle Oak LLC, and (ii) ARCS Commercial Mortgage Co., L.P.
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(19)
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10.71
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Fourth Amendment to Credit Agreement dated June 1, 2007 by and among Sun Communities Operating Limited Partnership, Sun Communities, Inc., LaSalle Bank Midwest National Association, the Huntington National Bank, Keybank National Association, National City Bank of the Midwest and Sovereign Bank
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(19)
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10.72
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Loan Agreement, dated as of June 20, 2008, by and among Apple Orchard, L.L.C.; Sun Lakeview LLC; and Sun Tampa East, LLC, and LaSalle Bank Midwest National Association
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(25)
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10.73
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Open-End Mortgage, dated as of June 20, 2008, executed by Apple Orchard, L.L.C., to and for the benefit of LaSalle Bank Midwest National Association
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(25)
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10.74
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Commercial Mortgage, dated as of June 20, 2008, executed by Sun Lakeview LLC to and for the benefit of LaSalle Bank Midwest National Association
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(25)
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10.75
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Commercial Mortgage, dated as of June 20, 2008, executed by Sun Tampa East, LLC to and for the benefit of LaSalle Bank Midwest National Association
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(25)
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10.76
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Promissory Note, dated June 20, 2008, in the principal amount of Twenty Seven Million and 00/100 Dollars ($27,000,000.00), by Apple Orchard, L.L.C.; Sun Lakeview LLC; and Sun Tampa East, LLC, in favor of LaSalle Bank Midwest National Association
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(25)
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10.77
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Continuing Unconditional Guaranty, dated as of June 20, 2008, executed by Sun Communities Operating Limited Partnership to and for the benefit of LaSalle Bank Midwest National Association
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(25)
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10.78
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Form and Example of: Environmental Indemnity Agreement, dated as of June 20, 2008, executed by Apple Orchard, L.L.C. and Sun Communities Operating Limited Partnership to and for the benefit of LaSalle Bank Midwest National Association
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(25)
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10.79
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Form and Example of: Assignment of Leases and Rents, dated as of June 20, 2008, executed by Apple Orchard, L.L.C. to and for the benefit of LaSalle Bank Midwest National Association
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(25)
|
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10.8
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Stock Pledge Agreement between Gary A. Shiffman and the Operating Partnership for 94,570 shares of Common Stock
|
(3)
|
||
10.8
|
Agreement for Purchase and Sale, dated as of July 1, 2008, by and between Sun Communities, Inc., Sun Communities Operating Limited Partnership, and 21st Mortgage Corporation
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(26)
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||
10.81
|
Inventory Security Agreement and Power of Attorney dated as of March 6, 2009, executed by and between Sun Home Services, Inc. and 21st Mortgage Corporation
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(28)
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10.82
|
Terms Schedule dated as of March 6, 2009, executed by and between Sun Home Services, Inc. and 21st Mortgage Corporation
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(28)
|
||
10.83
|
Guaranty, dated as of March 6, 2009, executed by Sun Communities, Inc. to and for the benefit of 21st Mortgage Corporation
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(28)
|
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10.84
|
Letter Agreement dated April 20, 2009, by and among Sun Secured Financing LLC, Aspen – Ft. Collins Limited Partnership, Sun Secured Financing Houston Limited Partnership, Sun Communities finance, LLC, Sun Holly Forest LLC, Sun Saddle Oak LLC and PNC ARCS LLC.
|
(29)
|
||
10.85
|
Second Amendment to Amended and Restated Master Credit Facility dated April 28, 2009 by and among Sun Secured Financing LLC, Aspen – Ft. Collins Limited Partnership, Sun Secured Financing Houston Limited Partnership, Sun Communities finance, LLC, Sun Holly Forest LLC, Sun Saddle Oak LLC and PNC ARCS LLC.
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(29)
|
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10.86
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Interest Rate Cap Security, Pledge and Assignment Agreement dated April 28, 2009 by and among Sun Secured Financing LLC, Aspen – Ft. Collins Limited Partnership, Sun Secured Financing Houston Limited Partnership, Sun Communities finance, LLC, Sun Holly Forest LLC, Sun Saddle Oak LLC and PNC ARCS LLC.
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(29)
|
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10.87
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Promissory Note dated June 29, 2009, by and among Knollwood Estates Operating Company, LLC, Sun River Ridge Limited Partnership, Sun Countryside Gwinnett, LLC, and Bank of America, N.A.
|
(32)
|
||
10.88
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Guaranty Agreement dated June 29, 2009, by and among Sun Communities Operating Limited Partnership on behalf of Knollwood Estates Operating Company, LLC, Sun River Ridge Limited Partnership, Sun Countryside Gwinnett, LLC, in favor of Bank of America, N.A.
|
(32)
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Exhibit Number
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Description
|
Method of Filing
|
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10.89
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Term Loan Agreement dated June 29, 2009, by and among Knollwood Estates Operating Company, LLC, Sun River Ridge Limited Partnership, Sun Countryside Gwinnett, LLC, and Bank of America, N.A.
|
(32)
|
||
10.9
|
Stock Pledge Agreement between Gary A. Shiffman and the Operating Partnership for 305,430 shares of Common Stock
|
(3)
|
||
10.91
|
Convertible Secured Revolving Credit Line Agreement dated May 10, 2010 by and among Sun Home Services, Inc., Sun Communities, Inc., and 21st Century Mortgage Corporation
|
(35)
|
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10.92
|
Common Stock Purchase Agreement dated August 6, 2010 by and among Sun Communities, Inc., Sun Communities Operating Limited Partnership and REIT Opportunity Ltd..
|
(36)
|
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21.1
|
List of Subsidiaries of Sun Communities, Inc.
|
(39)
|
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23.1
|
Consent of Grant Thornton LLP
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(39)
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23.2
|
Consent of Baker Tilly Virchow Krause, LLP
|
(40)
|
||
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
(40)
|
||
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
(40)
|
||
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
(40)
|
||
99.1
|
Financial Statements of Origen Financial, Inc. for the year ended December 31, 2010
|
(40)
|
(1)
|
Incorporated by reference to Sun Communities, Inc.’s Registration Statement No. 33-69340
|
(2)
|
Incorporated by reference to Sun Communities, Inc.’s Registration Statement No. 33-80972
|
(3)
|
Incorporated by reference to Sun Communities, Inc.’s Quarterly Report on Form 10-K for the quarter ended September 30, 1995
|
(4)
|
Incorporated by reference to Sun Communities, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1996
|
(5)
|
Incorporated by reference to Sun Communities, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1997
|
(6)
|
Incorporated by reference to Sun Communities, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1998
|
(7)
|
Incorporated by reference to Sun Communities, Inc.’s Proxy Statement, dated April 20, 1999
|
(8)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated October 14, 1999
|
(9)
|
Incorporated by reference to Sun Communities, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2001
|
(10)
|
Incorporated by reference to Sun Communities, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002
|
(11)
|
Incorporated by reference to Sun Communities, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2002, as amended
|
(12)
|
Incorporated by reference to Sun Communities, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004
|
(13)
|
Incorporated by reference to Sun Communities, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004
|
(14)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated February 23, 2005
|
(15)
|
Incorporated by reference to Sun Communities, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2004
|
(16)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated October 19, 2006
|
(17)
|
Incorporated by reference to Sun Communities, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006
|
(18)
|
Incorporated by reference to Sun Communities, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007
|
(19)
|
Incorporated by reference to Sun Communities, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007
|
(20)
|
Incorporated by reference to Sun Communities, Inc.’s Proxy Statement dated April 20, 2004
|
(21)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated January 4, 2008
|
(22)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated February 7, 2008
|
(23)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated March 19, 2008
|
(24)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-A dated June 3, 2008
|
(25)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated June 26, 2008
|
(26)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated July 7, 2008
|
(27)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated July 15, 2008
|
(28)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated March 12, 2009
|
(29)
|
Incorporated by reference to Sun Communities, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009
|
(30)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated April 30, 2009
|
(31)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated July 22, 2009
|
(32)
|
Incorporated by reference to Sun Communities, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009
|
(33)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated August 27, 2009
|
(34)
|
Incorporated by reference to Sun Communities, Inc.’s Registration Statement No. 333-158623
|
(35)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated May 11, 2010
|
(36)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated August 6, 2010
|
(37)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated March 1, 2011
|
(38)
|
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K dated March 7, 2011
|
(39)
|
Previously filed
|
(40)
|
Filed herewith
|
#
|
Management contract or compensatory plan or arrangement.
|
1.
|
I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of Sun Communities, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: March 31, 2011
|
/s/ Gary A. Shiffman
|
||
Gary A. Shiffman, Chief Executive Officer
|
1.
|
I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of Sun Communities, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: March 31, 2011
|
/s/ Karen J. Dearing
|
||
Karen J. Dearing, Chief Financial Officer
|
Signature
|
Date
|
|
/s/ Gary A. Shiffman
|
March 31, 2011
|
|
Gary A. Shiffman, Chief Executive Officer
|
||
/s/ Karen J. Dearing
|
March 31, 2011
|
|
Karen J. Dearing, Chief Financial Officer
|
||
Independent Auditors' Report
|
1
|
Financial Statements
|
|
Consolidated Balance Sheets
|
2
|
Consolidated Statements of Operations
|
3
|
Consolidated Statements of Comprehensive Income (Loss)
|
4
|
Consolidated Statements of Changes in Stockholders' Equity
|
5
|
Consolidated Statements of Cash Flows
|
6
|
Notes to Consolidated Financial Statements
|
7 - 45
|
2010
|
2009
|
|||||||
ASSETS
|
||||||||
Cash and cash equivalents
|
$ | 2,595 | $ | 3,827 | ||||
Restricted cash
|
9,981 | 10,419 | ||||||
Investments
|
1,996 | 8,727 | ||||||
Loans receivable, net
|
716,900 | 808,360 | ||||||
Furniture, fixtures and equipment, net
|
106 | 197 | ||||||
Repossessed houses, net
|
6,705 | 7,918 | ||||||
Other assets
|
5,818 | 6,905 | ||||||
TOTAL ASSETS
|
$ | 744,101 | $ | 846,353 |
LIABILITIES
|
||||||||
Securitization financing
|
$ | 627,334 | $ | 693,697 | ||||
Notes payable - related party
|
- | 15,638 | ||||||
Derivative liabilities
|
37,090 | 33,065 | ||||||
Other liabilities
|
12,702 | 13,711 | ||||||
Total Liabilities
|
677,126 | 756,111 | ||||||
STOCKHOLDERS' EQUITY
|
||||||||
Preferred stock, $.01 par value per share 10,000,000 shares authorized 125 shares issued and outstanding $1,000 per share liquidation preference
|
125 | 125 | ||||||
Common stock, $.01 par value per share 125,000,000 shares authorized 25,926,149 shares issued and outstanding
|
259 | 259 | ||||||
Additional paid in capital
|
225,542 | 225,542 | ||||||
Accumulated other comprehensive loss
|
(36,899 | ) | (32,834 | ) | ||||
Distributions in excess of earnings
|
(122,052 | ) | (102,850 | ) | ||||
Total Stockholders' Equity
|
66,975 | 90,242 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 744,101 | $ | 846,353 |
2010
|
2009
|
|||||||
INTEREST INCOME
|
||||||||
Interest income
|
$ | 71,641 | $ | 82,159 | ||||
Interest expense
|
(48,029 | ) | (54,641 | ) | ||||
Net Interest Income Before Loan Losses and Impairment
|
23,612 | 27,518 | ||||||
Provision for loan losses
|
26,606 | 21,112 | ||||||
Impairment of purchased loan pool
|
382 | 644 | ||||||
Net Interest Income (Loss) After Loan Losses and Impairment
|
(3,376 | ) | 5,762 | |||||
NON-INTEREST INCOME
|
||||||||
Losses on Assets Held for Sale
|
(242 | ) | - | |||||
Other
|
3,002 | 2,536 | ||||||
Total Non-Interest Income
|
2,760 | 2,536 | ||||||
NON-INTEREST EXPENSE
|
||||||||
Personnel
|
2,494 | 4,319 | ||||||
Loan origination and servicing
|
10,312 | 11,537 | ||||||
Investment impairment
|
26 | 1,002 | ||||||
State business taxes
|
167 | 34 | ||||||
Other operating
|
2,971 | 3,860 | ||||||
Total Non-Interest Expense
|
15,970 | 20,752 | ||||||
Loss From Continuing Operations Before Income Taxes
|
(16,586 | ) | (12,454 | ) | ||||
INCOME TAX EXPENSE
|
8 | 152 | ||||||
Loss From Continuing Operations
|
(16,594 | ) | (12,606 | ) | ||||
INCOME FROM DISCONTINUED OPERATIONS, NET of TAX
|
- | 175 | ||||||
NET LOSS
|
$ | (16,594 | ) | $ | (12,431 | ) | ||
Weighted average common shares outstanding, basic and diluted
|
25,926,149 | 25,926,149 | ||||||
Basic and fully diluted loss per common share:
|
||||||||
Loss from continuing operations
|
$ | (0.64 | ) | $ | (0.48 | ) | ||
Income from discontinued operations
|
- | - | ||||||
NET LOSS – per common share:
|
$ | (0.64 | ) | $ | (0.48 | ) |
2010
|
2009
|
|||||||
Net loss
|
$ | (16,594 | ) | $ | (12,431 | ) | ||
Other comprehensive income (loss):
|
||||||||
Net unrealized gains (losses) on interest rate swaps, designated as cash flow hedges cash flow hedges
|
(4,025 | ) | 24,601 | |||||
Reclassification adjustment for net realized gains included in net loss
|
(40 | ) | (107 | ) | ||||
Total Other Comprehensive Income (Loss)
|
(4,065 | ) | 24,494 | |||||
COMPREHENSIVE INCOME (LOSS)
|
$ | (20,659 | ) | $ | 12,063 |
Preferred Stock
|
Common Stock
|
Additional Paid in Capital
|
Accumulated Other Comprehensive Income (Loss)
|
Distributions In Excess of Earnings
|
Total Stockholders' Equity
|
|||||||||||||||||||
BALANCES, January 1, 2009
|
$ | 125 | $ | 259 | $ | 225,542 | $ | (57,328 | ) | $ | (90,403 | ) | $ | 78,195 | ||||||||||
Net loss
|
- | - | - | - | (12,431 | ) | (12,431 | ) | ||||||||||||||||
Other comprehensive income
|
- | - | - | 24,494 | - | 24,494 | ||||||||||||||||||
Cash distribution paid ($0.00 per common share)
|
- | - | - | - | (16 | ) | (16 | ) | ||||||||||||||||
BALANCES, December 31, 2009
|
125 | 259 | 225,542 | (32,834 | ) | (102,850 | ) | 90,242 | ||||||||||||||||
Net loss
|
- | - | - | - | (16,594 | ) | (16,594 | ) | ||||||||||||||||
Other comprehensive loss
|
- | - | - | (4,065 | ) | - | (4,065 | ) | ||||||||||||||||
Cash distribution paid ($0.10 per common share)
|
- | - | - | - | (2,608 | ) | (2,608 | ) | ||||||||||||||||
BALANCES, December 31, 2010
|
$ | 125 | $ | 259 | $ | 225,542 | $ | (36,899 | ) | $ | (122,052 | ) | $ | 66,975 |
2010
|
2009
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$ | (16,594 | ) | $ | (12,431 | ) | ||
Adjustments to reconcile to net cash flows from operating activities
|
||||||||
Provision for loan losses
|
26,606 | 21,112 | ||||||
Investment impairment
|
26 | 1,002 | ||||||
Impairment of purchased loan pool
|
382 | 644 | ||||||
Losses on assets held for sale
|
242 | - | ||||||
Depreciation and amortization
|
2,090 | 2,163 | ||||||
Decrease (Increase) in other assets
|
(256 | ) | (1,644 | ) | ||||
(Decrease) increase in other liabilities
|
(1,009 | ) | (11,489 | ) | ||||
Net Cash Flows from Operating Activities
|
11,487 | (643 | ) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Decrease in restricted cash
|
438 | 2,508 | ||||||
Proceeds from sale of investment securities
|
6,186 | - | ||||||
Principal collections on loans
|
51,801 | 71,877 | ||||||
Proceeds from sale of repossessed houses
|
13,904 | 11,487 | ||||||
Sale of Capital assets
|
6 | 27 | ||||||
Net Cash Flows from Investing Activities
|
72,335 | 85,899 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Dividends paid
|
(2,608 | ) | (16 | ) | ||||
Repayment of securitization financing
|
(66,446 | ) | (81,531 | ) | ||||
Repayment of note payable - related party
|
(16,000 | ) | (14,000 | ) | ||||
Net Cash Flows from Financing Activities
|
(85,054 | ) | (95,547 | ) | ||||
Net Change in Cash and Cash Equivalents
|
(1,232 | ) | (10,291 | ) | ||||
CASH AND CASH EQUIVALENTS - Beginning of Year
|
3,827 | 14,118 | ||||||
CASH AND CASH EQUIVALENTS - END OF YEAR
|
2,595 | 3,827 | ||||||
Supplemental cash flow disclosures
|
||||||||
Cash paid for interest
|
$ | 47,120 | $ | 49,647 | ||||
Cash paid for income taxes
|
$ | 79 | $ | 68 | ||||
Noncash financing activities
|
||||||||
Loans transferred to repossessed assets
|
$ | 41,277 | $ | 37,648 | ||||
Noncash operating activities
|
||||||||
Change in value of derivative contracts
|
$ | 3,873 | $ | (24,753 | ) |
NOTE 1 - Organization and Summary of Significant Accounting Policies
|
|
●
|
On June 30, 2008, the Company completed a transaction for the sale of its loan servicing platform assets and ceased all loan servicing operations.
|
|
●
|
In July 2008, the Company completed the sale of certain assets of its loan origination and insurance business and used the proceeds to reduce its related party debt.
|
NOTE 1 - Organization and Summary of Significant Accounting Policies (cont.)
|
NOTE 1 - Organization and Summary of Significant Accounting Policies (cont.)
|
NOTE 1 - Organization and Summary of Significant Accounting Policies (cont.)
|
Furniture and fixtures
|
7 years
|
Computers
|
5 years
|
Software
|
3 years
|
Leasehold improvements
|
Shorter of useful life or lease term
|
NOTE 1 - Organization and Summary of Significant Accounting Policies (cont.)
|
NOTE 1 - Organization and Summary of Significant Accounting Policies (cont.)
|
NOTE 1 - Organization and Summary of Significant Accounting Policies (cont.)
|
NOTE 1 - Organization and Summary of Significant Accounting Policies (cont.)
|
NOTE 2 – Restatement of Previous Periods
|
NOTE 2 – Restatement of Previous Periods (cont.)
|
As Previously
Reported
|
Adjustments
|
Restated
|
||||||||||
Other Assets
|
$ | 6,834 | $ | 71 | $ | 6,905 | ||||||
Total Assets
|
$ | 846,282 | $ | 71 | $ | 846,353 | ||||||
Securitization Financing
|
$ | 689,762 | $ | 3,935 | $ | 693,697 | ||||||
Total Liabilities
|
$ | 752,176 | $ | 3,935 | $ | 756,111 | ||||||
Distributions in excess of earnings
|
$ | (98,986 | ) | $ | (3,864 | ) | $ | (102,850 | ) | |||
Total Stockholders’ Equity
|
$ | 94,106 | $ | (3,864 | ) | $ | 90,242 | |||||
Distributions in excess of earnings
|
$ | 846,282 | $ | 71 | $ | 846,353 |
As Previously
Reported
|
Adjustments
|
Restated
|
||||||||||
Interest expense
|
$ | (50,706 | ) | $ | (3,935 | ) | $ | (54,641 | ) | |||
Net Interest Income Before Loan Losses and Impairments
|
$ | 31,453 | $ | (3,935 | ) | $ | 27,518 | |||||
Net Interest Income After Loan Losses and Impairments
|
$ | 9,697 | $ | (3,935 | ) | $ | 5,762 | |||||
Other non-interest income
|
$ | 2,465 | $ | 71 | $ | 2,536 | ||||||
Total Non-Interest Income
|
$ | 2,465 | $ | 71 | $ | 2,536 | ||||||
Loss From Continuing Operations Before Income Taxes
|
$ | (8,590 | ) | $ | (3,864 | ) | $ | (12,454 | ) | |||
Loss From Continuing Operations
|
$ | (8,742 | ) | $ | (3,864 | ) | $ | (12,606 | ) | |||
Net Loss
|
$ | (8,567 | ) | $ | (3,864 | ) | $ | (12,431 | ) | |||
Basic and fully diluted loss per common share:
|
||||||||||||
Loss from continuing operations
|
$ | (0.33 | ) | $ | (0.15 | ) | $ | (0.48 | ) | |||
Net Loss – per common share
|
$ | (0.33 | ) | $ | (0.15 | ) | $ | (0.48 | ) |
NOTE 2 – Restatement of Previous Periods (cont.)
|
As Previously
Reported
|
Adjustments
|
Restated
|
||||||||||
Net Loss
|
$ | (8,567 | ) | $ | (3,864 | ) | $ | (12,431 | ) | |||
Comprehensive Income
|
$ | 15,927 | $ | (3,864 | ) | $ | 12,063 |
Distributions in Excess of Earnings
|
Total Stockholders’ Equity
|
|||||||||||||||||||||||
As Previously
Reported
|
Adjustments
|
Restated
|
As Previously
Reported
|
Adjustments
|
Restated
|
|||||||||||||||||||
Net Loss
|
$ | (8,567 | ) | $ | (3,864 | ) | $ | (12,431 | ) | $ | (8,567 | ) | $ | (3,864 | ) | $ | (12,431 | ) | ||||||
BALANCES, December 31, 2009
|
$ | (98,986 | ) | $ | (3,864 | ) | $ | (102,850 | ) | $ | 94,106 | $ | (3,864 | ) | $ | 90,242 |
As Previously
Reported
|
Adjustments
|
Restated
|
||||||||||
Net loss
|
$ | (8,567 | ) | $ | (3,864 | ) | $ | (12,431 | ) | |||
Decrease in other assets
|
$ | (1,573 | ) | $ | (71 | ) | $ | (1,644 | ) | |||
Net Cash Flows from Operating Activities
|
$ | 3,292 | $ | (3,935 | ) | $ | (643 | ) | ||||
Repayment of Securitization Financing
|
$ | (85,466 | ) | $ | 3,935 | $ | (81,531 | ) | ||||
Net Cash Flows from Financing Activities
|
$ | (99,482 | ) | $ | 3,935 | $ | (95,547 | ) |
NOTE 3 - Earnings Per Share
|
2010
|
2009
|
|||||||
Numerator:
|
||||||||
Net loss
|
$ | (16,594 | ) | $ | (12,431 | ) | ||
Preferred stock dividends
|
(16 | ) | (16 | ) | ||||
Loss available to common shareholders, basic
|
$ | (16,610 | ) | $ | (12,447 | ) | ||
Loss available to common shareholders, diluted
|
$ | (16,610 | ) | $ | (12,447 | ) | ||
Denominator:
|
||||||||
Weighted average basic common shares outstanding
|
25,926,149 | 25,926,149 | ||||||
Effect of dilutive securities: Incremental share - non-vested stock awards
|
- | - | ||||||
Weighted average diluted common shares outstanding
|
25,926,149 | 25,926,149 | ||||||
Net loss for common stockholders per share:
|
||||||||
Basic
|
$ | (0.64 | ) | $ | (0.48 | ) | ||
Diluted
|
$ | (0.64 | ) | $ | (0.48 | ) |
NOTE 4 - Investments
|
NOTE 5 - Loans Receivable
|
2010
|
2009
|
|||||||
Manufactured housing loans - securitized
|
$ | 735,192 | $ | 828,470 | ||||
Manufactured housing loans - unsecuritized
|
1,923 | 2,020 | ||||||
Accrued interest receivable
|
5,005 | 5,515 | ||||||
Deferred loan origination costs
|
2,280 | 2,865 | ||||||
Discount on originated loans (1)
|
(14,364 | ) | (16,900 | ) | ||||
Discount on purchased loans
|
(1,009 | ) | (1,498 | ) | ||||
Allowance for purchased loans
|
(2,689 | ) | (2,307 | ) | ||||
Allowance for loan losses
|
(9,438 | ) | (9,805 | ) | ||||
Total
|
$ | 716,900 | $ | 808,360 |
2010
|
2009
|
|||||||
Number of loans receivable
|
16,721 | 18,108 | ||||||
Average loan balance
|
$ | 44 | $ | 46 | ||||
Weighted average loan yield
|
9.38 | % | 9.40 | % | ||||
Weighted average initial term
|
20 years
|
20 years
|
NOTE 5 - Loans Receivable (cont.)
|
2010
|
2009
|
|||||||||||||||
Principal
|
Percent
|
Principal
|
Percent
|
|||||||||||||
California
|
$ | 301,722 | 40.9 | $ | 340,069 | 41.0 | ||||||||||
Texas
|
60,285 | 8.2 | 67,165 | 8.1 | ||||||||||||
New York
|
36,823 | 5.0 | 40,725 | 4.9 | ||||||||||||
Florida
|
24,910 | 3.4 | 28,443 | 3.4 | ||||||||||||
Alabama
|
22,800 | 3.1 | 24,875 | 3.0 | ||||||||||||
Other
|
290,575 | 39.4 | 329,213 | 39.6 | ||||||||||||
Total
|
$ | 737,115 | 100.0 | $ | 830,490 | 100.0 |
2010
|
2009
|
|||||||||||||||
Original Term in Years
|
Number of Loans
|
Principal Balance
|
Number of Loans
|
Principal Balance
|
||||||||||||
5 or less
|
36 | $ | 1,650 | 9 | $ | 30 | ||||||||||
6 - 10
|
1,112 | 13,782 | 1,305 | 18,809 | ||||||||||||
11 - 12
|
132 | 2,460 | 151 | 3,189 | ||||||||||||
13 - 15
|
4,186 | 102,831 | 4,561 | 120,333 | ||||||||||||
16 - 20
|
9,027 | 472,231 | 9,699 | 529,684 | ||||||||||||
21 - 25
|
918 | 48,720 | 999 | 53,916 | ||||||||||||
26 - 30
|
1,310 | 95,441 | 1,384 | 104,529 | ||||||||||||
Total
|
16,721 | $ | 737,115 | 18,108 | $ | 830,490 |
2010
|
2009
|
|||||||||||||||||||||||
Days Delinquent
|
Number of Loans
|
Principal Balance
|
% of Portfolio
|
Number of Loans
|
Principal Balance
|
% of Portfolio
|
||||||||||||||||||
31 - 60
|
144 | $ | 5,427 | 0.7 | 207 | $ | 8,794 | 1.1 | ||||||||||||||||
61 - 90
|
58 | 2,436 | 0.3 | 66 | 3,606 | 0.4 | ||||||||||||||||||
Greater than 90
|
142 | 7,179 | 1.0 | 159 | 10,655 | 1.3 |
NOTE 6 - Loan Pools and Debt Securities Acquired with Evidence of Deterioration of Credit Quality
|
2010
|
2009
|
|||||||
Outstanding balance
|
$ | 17,671 | $ | 20,316 | ||||
Carrying amount, net of allowance of $2,689 and $2,307, respectively
|
$ | 14,879 | $ | 17,404 |
2010
|
2009
|
|||||||
Beginning balance
|
$ | 9,769 | $ | 11,326 | ||||
Accretion
|
(1,231 | ) | (1,557 | ) | ||||
Ending balance
|
$ | 8,538 | $ | 9,769 |
NOTE 6 - Loan Pools and Debt Securities Acquired with Evidence of Deterioration of Credit Quality (cont.)
|
2010
|
2009
|
|||||||
Outstanding balance
|
$ | 8,610 | $ | 8,612 | ||||
Carrying amount, net
|
$ | 1,996 | $ | 2,313 |
2010
|
2009
|
|||||||
Beginning balance
|
$ | 3,007 | $ | 7,554 | ||||
Accretion
|
(386 | ) | (598 | ) | ||||
Change in estimate of future cash flows
|
(409 | ) | (3,949 | ) | ||||
Ending balance
|
$ | 2,212 | $ | 3,007 |
NOTE 7 - Allowance for Loan Losses
|
2010
|
2009
|
|||||||
Balance at beginning of period
|
$ | 21,523 | $ | 16,463 | ||||
Provision for loan losses
|
26,606 | 21,112 | ||||||
Gross charge offs
|
(35,130 | ) | (25,657 | ) | ||||
Recoveries
|
9,313 | 9,605 | ||||||
Balance at end of period
|
$ | 22,312 | $ | 21,523 | ||||
Allocation to carrying value of repossessed houses
|
(12,874 | ) | (11,718 | ) | ||||
Net Allowance
|
$ | 9,438 | $ | 9,805 |
NOTE 8 - Property and Equipment
|
2010
|
2009
|
|||||||
Furniture and fixtures
|
$ | 390 | $ | 396 | ||||
Leasehold improvements
|
203 | 204 | ||||||
Computer equipment
|
364 | 378 | ||||||
Capitalized software
|
130 | 130 | ||||||
Total
|
1,087 | 1,108 | ||||||
Less: accumulated depreciation
|
(981 | ) | (911 | ) | ||||
Net Property and Equipment
|
$ | 106 | $ | 197 |
NOTE 9 - Derivatives
|
NOTE 9 – Derivatives (cont.)
|
NOTE 9 – Derivatives (cont.)
|
December 31, 2010
|
||||||||||||
Fair Value
|
||||||||||||
Notional/Contract
Amount
|
Asset Derivatives (Unrealized Gains)
|
Liability Derivatives (Unrealized Losses)
|
||||||||||
Derivatives designated as hedging instruments:
|
||||||||||||
Interest rate contracts: Swaps - cash flow - receive floating/pay fixed
|
$ | 349,108 | $ | - | $ | 37,090 | ||||||
Derivatives not designated as hedging instruments:
|
||||||||||||
Interest rate contracts: Swaps - cash flow - receive floating/pay fixed
|
296,610 | 409 | - | |||||||||
Total Derivatives
|
$ | 645,718 | $ | 409 | $ | 37,090 |
December 31, 2009
|
||||||||||||
Fair Value
|
||||||||||||
Notional/Contract
Amount
|
Asset Derivatives (Unrealized Gains)
|
Liability Derivatives (Unrealized Losses)
|
||||||||||
Derivatives designated as hedging instruments:
|
||||||||||||
Interest rate contracts: Swaps - cash flow - receive floating/pay fixed
|
$ | 379,784 | $ | - | $ | 33,065 | ||||||
Derivatives not designated as hedging instruments:
|
||||||||||||
Interest rate contracts: Swaps - cash flow - receive floating/pay fixed
|
350,016 | 257 | - | |||||||||
Total Derivatives
|
$ | 729,800 | $ | 257 | $ | 33,065 |
NOTE 9 – Derivatives (cont.)
|
NOTE 9 – Derivatives (cont.)
|
December 31, 2010
|
||||||||||||
Fair Value
|
||||||||||||
Notional/Contract
Amount
|
Asset Derivatives (Unrealized Gains)
|
Liability Derivatives (Unrealized Losses)
|
||||||||||
Interest rate contracts:
|
||||||||||||
Swaps - cash flow - receive floating/pay fixed rate - Designated as hedging instruments
|
$ | 349,108 | 0.26 | % | 5.28 | % | ||||||
Interest rate contracts:
|
||||||||||||
Swaps - cash flow - receive floating/pay fixed rate - Not Designated as hedging instruments
|
296,610 | 0.26 | % | 5.28 | % | |||||||
Total
|
$ | 645,718 | 0.26 | % | 5.28 | % |
December 31, 2009
|
||||||||||||
Fair Value
|
||||||||||||
Notional/Contract
Amount
|
Asset Derivatives (Unrealized Gains)
|
Liability Derivatives (Unrealized Losses)
|
||||||||||
Interest rate contracts:
|
||||||||||||
Swaps - cash flow - receive floating/pay fixed rate - Designated as hedging instruments
|
$ | 379,784 | 0.23 | % | 5.28 | % | ||||||
Interest rate contracts:
|
||||||||||||
Swaps - cash flow - receive floating/pay fixed rate - Not Designated as hedging instruments
|
350,016 | 0.23 | % | 5.28 | % | |||||||
Total
|
$ | 729,800 | 0.23 | % | 5.28 | % |
NOTE 10 - Loan Securitizations
|
NOTE 11 - Debt
|
2010
|
2009
|
|||||||
Securitization financing
|
$ | 627,334 | $ | 693,697 | ||||
Notes payable - related party
|
- | 15,638 | ||||||
Total
|
$ | 627,334 | $ | 709,335 |
NOTE 11 – Debt (cont.)
|
NOTE 11 - Debt (cont.)
|
NOTE 11 - Debt (cont.)
|
NOTE 11 - Debt (cont.)
|
2010
|
2009
|
|||||||||||||||
Average
Balance
|
Average
Rate
|
Average
Balance
|
Average
Rate
|
|||||||||||||
Securitization financing — 2004-A securitization
|
70,235 | 6.1 | 78,632 | 6.0 | ||||||||||||
Securitization financing — 2004-B securitization
|
67,544 | 6.1 | 76,313 | 6.1 | ||||||||||||
Securitization financing — 2005-A securitization
|
76,845 | 5.7 | 87,068 | 5.7 | ||||||||||||
Securitization financing — 2005-B securitization
|
85,192 | 6.1 | 97,515 | 6.0 | ||||||||||||
Securitization financing — 2006-A securitization
|
128,276 | 8.4 | 140,703 | 8.2 | ||||||||||||
Securitization financing — 2007-A securitization
|
134,165 | 7.9 | 146,665 | 7.8 | ||||||||||||
Securitization financing — 2007-B securitization
|
100,243 | 7.0 | 109,322 | 6.9 | ||||||||||||
Notes payable - related party (1)
|
5,777 | 26.7 | 23,254 | 17.1 |
NOTE 12 - Employee Benefits
|
NOTE 13 - Share Based Compensation Plan
|
Number of Options
|
Weighted Average Exercise Price
|
Weighted Average
Remaining
Contractual Term
|
||||||||||
Options outstanding at January 1, 2010
|
135,500 | $ | 10.00 | 5.0 | ||||||||
Granted
|
- | - | - | |||||||||
Exercised
|
- | - | - | |||||||||
Forfeited
|
- | - | - | |||||||||
Options outstanding at December 31, 2010
|
135,500 | $ | 10.00 | 5.0 | ||||||||
Options exercisable at December 31, 2010
|
135,500 | $ | 10.00 | 5.0 |
NOTE 14 - Stockholders' Equity
|
NOTE 14 - Stockholders' Equity (cont.)
|
Declaration Date
|
Record Date
|
Date Paid
|
Distribution
per Share
|
Total Distribution (thousands)
|
||||||
November 2, 2010
|
November 30, 2010
|
December 21, 2010
|
$ | 0.10 | $ | 2,592 |
NOTE 15 - Income Taxes
|
2010
|
2009
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carry forwards
|
$ | 56 | $ | 54 | ||||
Other
|
57 | 100 | ||||||
Gross deferred tax assets
|
113 | 154 | ||||||
Less: valuation allowance
|
(113 | ) | (154 | ) | ||||
Total Deferred Tax Assets
|
$ | - | $ | - |
NOTE 15 - Income Taxes (cont.)
|
2010
|
2009
|
|||||||||||||||
Amount
|
Percentage
|
Amount
|
Percentage
|
|||||||||||||
Ordinary income
|
$ | - | - | $ | - | - | ||||||||||
Return of capital
|
2,593 | 100.00 | - | - | ||||||||||||
Total
|
$ | 2,593 | 100.00 | $ | - | - |
NOTE 16 - Liquidity Risks and Uncertainties
|
NOTE 17 - Lease Commitments
|
2011
|
$ | 320 | ||
2012
|
112 | |||
2013
|
114 | |||
Thereafter
|
277 | |||
Total
|
$ | 823 |
NOTE 18 - Fair Value Measurements
|
NOTE 18 - Fair Value Measurements (cont.)
|
NOTE 18 - Fair Value Measurements (cont.)
|
NOTE 18 - Fair Value Measurements (cont.)
|
December 31, 2010
|
||||||||||||||||
Fair Value Measurement Using
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Assets/Liabilities
at Fair Value
|
|||||||||||||
Assets
|
||||||||||||||||
Derivatives
|
$ | - | $ | 409 | $ | - | $ | 409 | ||||||||
Total assets
|
$ | - | $ | 409 | $ | - | $ | 409 | ||||||||
Liabilities
|
||||||||||||||||
Derivatives
|
$ | - | $ | 37,090 | $ | - | $ | 37,090 | ||||||||
Total liabilities
|
$ | - | $ | 37,090 | $ | - | $ | 37,090 |
December 31, 2009
|
||||||||||||||||
Fair Value Measurement Using
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Assets/Liabilities
at Fair Value
|
|||||||||||||
Assets
|
||||||||||||||||
Derivatives
|
$ | - | $ | 257 | $ | - | $ | 257 | ||||||||
Total assets
|
$ | - | $ | 257 | $ | - | $ | 257 | ||||||||
Liabilities
|
||||||||||||||||
Derivatives
|
$ | - | $ | 33,065 | $ | - | $ | 33,065 | ||||||||
Total liabilities
|
$ | - | $ | 33,065 | $ | - | $ | 33,065 |
NOTE 18 - Fair Value Measurements (cont.)
|
December 31, 2010
|
||||||||||||||||
Fair Value on a Non-recurring Basis
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Asset/Liability
at Fair Value
|
|||||||||||||
Investments-SOP – 03-3
|
$ | - | $ | 1,996 | $ | - | $ | 1,996 | ||||||||
Impaired loans
|
- | 2,441 | - | 2,441 | ||||||||||||
Repossessed assets
|
- | 6,705 | - | 6,705 | ||||||||||||
Total Asset
|
$ | - | $ | 11,142 | $ | - | $ | 11,142 |
December 31, 2009
|
||||||||||||||||
Fair Value on a Non-recurring Basis
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Asset/Liability
at Fair Value
|
|||||||||||||
Investment-SOP – 03-3
|
$ | - | $ | 2,313 | $ | - | $ | 2,313 | ||||||||
Impaired loans
|
- | 4,262 | - | 4,262 | ||||||||||||
Repossessed houses
|
- | 7,918 | - | 7,918 | ||||||||||||
Total Asset
|
$ | - | $ | 14,493 | $ | - | $ | 14,493 |
NOTE 18 - Fair Value Measurements (cont.)
|
2010
|
2009
|
|||||||||||||||
Carrying
Amount
|
Estimated
Fair Value
|
Carrying
Amount
|
Estimated
Fair Value
|
|||||||||||||
Assets
|
||||||||||||||||
Cash and cash equivalents
|
$ | 2,595 | $ | 2,595 | $ | 3,827 | $ | 3,827 | ||||||||
Restricted cash
|
9,981 | 9,981 | 10,419 | 10,419 | ||||||||||||
Investments
|
1,996 | 1,996 | 8,727 | 8,727 | ||||||||||||
Loans receivable
|
716,900 | 637,554 | 808,360 | 708,772 | ||||||||||||
Derivatives
|
409 | 409 | 257 | 257 | ||||||||||||
Liabilities
|
||||||||||||||||
Securitization financing
|
627,334 | 508,625 | 693,697 | 537,767 | ||||||||||||
Note payables - related party
|
- | - | 15,638 | 15,638 | ||||||||||||
Derivatives
|
37,090 | 37,090 | 33,065 | 33,065 |
●
|
Cash, cash equivalents and restricted cash - Due to their short term in nature, the carrying amount of cash, cash equivalents, and restricted cash approximates fair value.
|
●
|
Investment-Held-to-Maturity - The fair value of investments, classified as held to maturity, is estimated by management using an internally developed cash flow model using market interest rates inputs as well as management's best estimates of spreads for similar collateral.
|
●
|
Loans Receivable - The fair value of loans is estimated by using internally developed discounted cash flow models using market interest rate inputs as well as management's best estimate of spreads for similar collateral.
|
●
|
Notes Payable Related Party - The fair value of notes payable is estimated by management by using an internal model using rates currently available to the Company for debt with similar terms and remaining maturities.
|
●
|
Securitized Financing - The fair value of securitized financing is estimated based on a discounted cash flow model that incorporates the current borrowing rates of the notes or similar types of borrowing arrangements.
|
NOTE 19 - Related Party Transactions
|
NOTE 20 - Discontinued Operations
|
2010
|
2009
|
|||||||
Gain on sale of discontinued operations
|
$ | - | $ | 175 | ||||
Income from discontinued operations
|
- | 175 | ||||||
Income tax expense
|
- | - | ||||||
Income from discontinued operations, net of income taxes
|
$ | - | $ | 175 |
NOTE 21 - Subsequent Events
|