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Three and Six Month Renewable Unsecured Subordinated Notes One, Two, Three, Four, Five and Ten Year ... - page 26 / 40

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CAPITALIZATION

Warehouse lines of credit

43,847

43,847

Residual interest financing

30,461

30,461

Securitization trust debt

516,255

516,255

Senior secured debt

53,358

53,358

Renewable Subordinated Notes

20,738

64,738

The following table sets forth our capitalization, as of June 30, 2011, and as adjusted assuming sale of all of the notes for cash. To the extent that we sell the notes in exchange for surrender of previously outstanding notes (or surrender of other renewable subordinated notes issued prior to the date of this Prospectus), the adjustments to the table below would be reduced, dollar-for-dollar. For a description of the application of the net proceeds see “Use of Proceeds” and “Risk Factors – Risk Factors Relating to the Notes – Our management has broad discretion over the use of proceeds from the offering.”

Shareholders’ Equity Preferred stock, $1 par value;

688,018

732,018

authorized 4,998,130 shares; none issued Series A preferred stock, $1 par value;

--

--

authorized 5,000,000 shares; None issued; none outstanding Series B preferred stock, $1 par value;

--

--

authorized 1870 shares; None issued and outstanding at June 30, 2011 Common stock, no par value; authorized

--

--

75,000,000 shares; 19,921,518 shares issued and outstanding at June 30, 2011 Accumulated deficit Accumulated other comprehensive loss Total Shareholders’ Equity

62,194 (64,327) (5,354) (7,487)

62,194 (64,327) (5,354) (7,487)

(subordinated debt)

Total capitalization

$

680,531

$

724,531

LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities Accounts payable and accrued expenses

$

As of June 30, 2011 (in ’000s)

Actual

As adjusted

23,359

$

23,359

24

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