Dunmore did not open either folder. He regarded them with the patience of a host. "You've come to do the board's business in private, Nick. I appreciate the form of it. I want you to know I appreciate the form of it before I tell you the content is a fantasy." He leaned back. "So. Let me save us the hour. The company has a disagreement with its regulator about recognition policy — every consolidator in this sector has that disagreement, two of them settled theirs this year — and a trustee who panicked under a lender's cross-examination and computed a number no one asked him for in that form until a term sheet ambushed him with it. The bond market took four points, by your own reviewers' account. The rest is acquisition accounting: when you buy two hundred homes in fifteen years, the trusts come with obligations priced at the seller's costs and the acquirer's costs are the market's, and the gap between them is a purchase-accounting artifact, not a shortfall, and it closes over time as contracts season. My CFO will walk the department through it. My lawyers tell me the good-faith claim against Ivey was dismissed on a pleading technicality—"
"It was dismissed," Ames said, "because the judge read Exhibit D. I have her words here if you would like them in the folder. She called the claim a preference." He kept his voice at the level of the room. "Wesley. I did not come to win the argument. The argument is over, and it was not won by either of us. It was won by arithmetic, which does not take instructions from this office anymore. I came to show you the arithmetic's consequences, in the order they arrive." He opened the first folder himself, since the ceremony had failed, and turned it around, and laid it flat. "The department's preliminary findings. You have the company's copy. This is the board's. Page twenty-one is the paragraph I am asking you to read. It concerns the loans against the trust corpus. The department's word for them is impermissible, and its remedy word is restoration, and restoration, Wesley, has a name attached to it in the statute, and the name is not the company's. It is the name of the person who directed the trusts' assets. The department has been polite, so far, about the distance between the company and the person. Consent orders are where that politeness ends. What I am proposing — what the independent directors are proposing, and they have authorized me to say so — is that the company go to the department this month, before the findings harden, and propose the order itself: the trust replenished in full, on a fixed schedule of quarters; the trustee replaced, at the department's election; every family charged under the schedule repaid, with the department's auditors verifying the list; quarterly certified statements, computed by the new trustee, sent to every contract holder in the state. And the replenishment funded first — first, Wesley, before the bondholders, before the growth plan, before anything — out of an escrow of your shares. Your shares, voted by an escrow agent, sold into the schedule the order sets. The founder funds the restoration of the trust his company borrowed against. It is the only version of this story in which the company survives, because it is the only version in which the company's repentance is denominated in something other than adjectives."
Dunmore had gone very quiet during the word escrow, and the quiet had a texture Ames had not heard from him before, because it contained no preparation for a reply. "My shares," Dunmore said. "You have sat in my boardroom for six years, Nick. You ate at my house."
"I did. I remember the house and the meal and the conversation, and if I thought this were a social matter I would resign myself rather than bring it to you. It is a trust matter. There are sixty thousand Georgia families in it. I counted the contracts in the reviewers' chronology, Wesley, because somebody in this company should finally count something that isn't revenue. Sixty thousand. Every one of them prepaid. Every one of them was told, by homes we bought, in sentences we signed, that the money would be there." He closed the first folder and opened the second. "The second folder is the chronology. I am leaving both with you. I am going to ask you to read the chronology tonight, alone, the way I read it at my kitchen table. It is not an indictment. It is worse than an indictment, because it has no rhetoric in it at all. It is fifteen years of this company's paper, in date order. The postponement letters are in it. The schedule's authorization is in it. The trustee's letters are in it. Your signature is in it eleven times, in the places your signature would have to be for the company to have done what it did. There is no page in it I would not hand to the department tomorrow, because the department, Wesley, already has its own copy."