UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2004
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 000-22633
NEW CENTURY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| DELAWARE | 33-0683629 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 18400 VON KARMAN, SUITE 1000, IRVINE, CALIFORNIA |
92612 | |
| (Address of principal executive offices) | (Zip code) | |
Registrants telephone number, including area code: (949) 440-7030
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check ¨ whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES x NO ¨
Indicate by check ¨ whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
YES x NO ¨
As of April 30, 2004, the registrant had 33,889,672 shares of common stock outstanding.
NEW CENTURY FINANCIAL CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
| PART IFINANCIAL INFORMATION |
Page | |
| 5 | ||
| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
23 | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
37 | |
| 38 | ||
| PART IIOTHER INFORMATION |
||
| 39 | ||
| Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
41 | |
| 41 | ||
| 43 | ||
| 44 | ||
2
Certain information included in this Form 10-Q may include forward-looking statements under federal securities laws, and we intend that such forward-looking statements be subject to the safe-harbor created thereby. Such statements include, without limitation, (i) the assumptions and estimates underlying our projections of our residual asset value and cash flow, (ii) our projections of our residual asset value and cash flow, (iii) the estimates underlying our allowance for losses on mortgage loans held for investment, (iv) our allowance for repurchase losses, (v) the estimates underlying our allowance for repurchase losses, (vi) our goal of matching the timing of cash flows with the recognition of earnings on our loans, (vii) our goal to continue to add mortgage loans held for investment to our balance sheet to reduce the reliance on the origination and sale of loans for earnings and cash flows, (viii) our expectation that we will continue to grow our balance sheet, (ix) our goal of reducing our loan acquisition costs so that we can maintain a strong operating margin in periods when the secondary market for our loans is not as favorable, (x) our goal to generate primarily cash-based earnings rather than non-cash gain on sale revenue, (xi) our expectation that the recognition of income as interest payments are received on the mortgage loans held for investment underlying an on-balance sheet securitization will result in higher income recognition in future periods than would an off-balance sheet securitization, (xii) our beliefs regarding our critical accounting policies, (xiii) our belief that our allowance for losses on mortgage loans held for investment is adequate for known and inherent losses in the portfolio of mortgage loans that we hold for investment, (xiv) our estimates regarding tax rates and future taxable income, (xv) our belief that the receipt of a rating of RPS3 from Fitch Ratings will enable us to grow our servicing portfolio in the future, (xvi) our expectation that we will service loans owned by third parties to take advantage of our technical capabilities, capitalization and economies of scale, (xvii) our expectations regarding the renewal or non-renewal of certain of our credit facilities, (xviii) the expectation that we will continue to concentrate on maintaining our targeted liquidity levels, (xix) our plan to effectively manage the percentage of loans sold through whole loan sales versus on-balance sheet securitizations, giving consideration to whole loan prices, the amount of cash required to finance on-balance sheet securitizations and dividend requirements, (xx) our belief that our liquidity, credit facilities and capital resources will be sufficient to fund our operations for the foreseeable future, (xxi) our beliefs regarding the timing of the re-pricing of our interest-sensitive assets and liabilities, (xxii) our beliefs with respect to our legal proceedings, (xxiii) our expectation that the application of SAB 105 will not have a material impact on our consolidated financial statements, (xxiv) our expectation that we will implement the REIT conversion, and (xxv) our expectation that, in connection with the REIT conversion, we will raise approximately $750 million of capital through a public offering of shares of New Century REIT common stock.
We caution that these statements are qualified by important factors that could cause our actual results to differ materially from expected results in the forward-looking statements. Such factors include, but are not limited to, (i) the condition of the U.S. economy and financial system, (ii) the interest rate environment, (iii) the condition of the markets for whole loans and mortgage-backed securities, (iv) the stability of residential property values, (v) our ability to continue to maintain low loan acquisition costs, (vi) the potential effect of new state or federal laws and regulations, (vii) the effect of increasing competition in our sector, (viii) our ability to accurately predict target levels of liquidity and capital, (ix) our ability to maintain adequate credit facilities to finance our business, (x) our ability to adequately hedge our residual assets and mortgage loans held for investment, (xi) the accuracy of our assumptions regarding our allowance for losses on mortgage loans held for investment, (xii) the accuracy of our assumptions regarding our allowance for repurchase losses and residual valuations, (xiii) the ability of our servicing platform to maintain high performance standards, (xiv) our ability to continue to designate our derivative financial instruments as accounting hedges under SFAS 133, as amended, (xv) the performance of our mortgage loans underlying our securitization transactions, (xvi) the initiation of a margin call under any of our credit facilities, (xvii) our ability to obtain stockholder approval of the agreement and plan of merger in connection with the REIT conversion, (xviii) the satisfaction or, where permitted, waiver of the conditions specified in the agreement and plan of merger, and (xix) our ability to comply with the requirements applicable to REITs. Additional information on these and other factors is contained in our Annual Report on Form 10-K for the year ended December 31, 2003, as amended, and our other periodic filings with the Securities and Exchange Commission.
In addition, on April 5, 2004, our Board of Directors unanimously voted in favor of converting New Century Financial Corporation to a Real Estate Investment Trust (REIT), subject to a number of conditions,
3
including Securities and Exchange Commission review and stockholder approval of the merger component of the REIT conversion. Our wholly-owned subsidiary, New Century REIT, Inc., has filed a registration statement on Form S-4 which includes a proxy statement/prospectus related to the proposed REIT conversion. Please refer to that registration statement for detailed risk factors related to the REIT conversion, as well as other matters, including the timing of the REIT conversion and our ability to satisfy the various other requirements for completing the REIT conversion. We assume no obligation to update the forward-looking statements contained in this Form 10-Q.
4
New Century Financial Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Dollars in thousands, except share amounts)
(Unaudited)
| March 31, 2004 |
December 31, 2003 |
|||||||
| ASSETS: |
||||||||
| Cash and cash equivalents (note 1) |
$ | 353,414 | $ | 269,540 | ||||
| Restricted cash (note 1) |
208,323 | 116,883 | ||||||
| Mortgage loans held for sale, net (notes 2 and 7) |
2,956,936 | 3,422,211 | ||||||
| Mortgage loans held for investment, net (notes 3 and 8) |
5,999,277 | 4,745,937 | ||||||
| Residual interests in securitizations (note 4) |
170,925 | 179,498 | ||||||
| Mortgage servicing assets (note 5) |
1,648 | 1,900 | ||||||
| Accrued interest receivable |
30,917 | 35,824 | ||||||
| Income taxes, net |
9,458 | 52,377 | ||||||
| Office property and equipment |
34,938 | 32,258 | ||||||
| Prepaid expenses and other assets (note 6) |
39,348 | 36,901 | ||||||
| TOTAL ASSETS |
$ | 9,805,184 | $ | 8,893,329 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY: |
||||||||
| Credit facilities (note 7) |
$ | 2,798,080 | $ | 3,311,837 | ||||
| Financing on mortgage loans held for investment, net (note 8) |
5,991,753 | 4,686,323 | ||||||
| Convertible notes, net |
205,061 | 204,858 | ||||||
| Notes payable |
34,385 | 18,977 | ||||||
| Accounts payable and accrued liabilities (note 11) |
158,147 | 129,323 | ||||||
| Total liabilities |
9,187,426 | 8,351,318 | ||||||
| Stockholders equity: |
||||||||
| Preferred stock, $0.01 par value. |
| | ||||||
| Common stock, $0.01 par value. |
337 | 338 | ||||||
| Additional paid-in capital |
46,462 | 52,988 | ||||||
| Accumulated other comprehensive loss (note 11) |
(13,994 | ) | (1,742 | ) | ||||
| Retained earnings, restricted |
597,243 | 509,998 | ||||||
| 630,048 | 561,582 | |||||||
| Treasury stock, 52,500 shares at March 31, 2004 and 377,500 shares at December 31, 2003, respectively, at cost |
(1,990 | ) | (14,163 | ) | ||||
| Deferred compensation costs |
(10,300 | ) | (5,408 | ) | ||||
| Total stockholders equity |
617,758 | 542,011 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 9,805,184 | $ | 8,893,329 | ||||
See accompanying notes to unaudited condensed consolidated financial statements.
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New Century Financial Corporation and Subsidiaries
Condensed Consolidated Statements of Earnings
(Dollars in thousands, except per share amounts)
(Unaudited)
| Three Months Ended March 31, | ||||||
| 2004 |
2003 | |||||
| Revenues: |
||||||
| Gain on sale of loans |
$ | 201,976 | $ | 125,802 | ||
| Interest income (note 9) |
148,348 | 46,148 | ||||
| Residual interest income (note 4) |
4,780 | 6,565 | ||||
| Servicing and other income |
5,896 | 2,473 | ||||
| Total revenues |
361,000 | 180,988 | ||||
| Expenses: |
||||||
| Personnel |
80,966 | 49,179 | ||||
| Interest (note 10) |
55,964 | 17,552 | ||||
| General and administrative |
33,499 | 24,082 | ||||
| Provision for loan losses on mortgage loans held for investment (note 3) |
19,869 | 3,182 | ||||
| Advertising and promotion |
9,898 | 6,187 | ||||
| Professional services |
4,337 | 2,749 | ||||
| Total expenses |
204,533 | 102,931 | ||||
| Earnings before income taxes |
156,467 | 78,057 | ||||
| Income taxes |
69,222 | 32,318 | ||||
| Net earnings |
$ | 87,245 | $ | 45,739 | ||
| Basic earnings per share (note 12) |
$ | 2.64 | $ | 1.34 | ||
| Diluted earnings per share (note 12) |
$ | 2.06 | $ | 1.23 | ||
See accompanying notes to unaudited condensed consolidated financial statements.
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New Century Financial Corporation and Subsidiaries
Condensed Consolidated Statements of Comprehensive Earnings
(Dollars in thousands)
(Unaudited)
| Three Months Ended March 31, | |||||||
| 2004 |
2003 | ||||||
| Net earnings |
$ | 87,245 | $ | 45,739 | |||
| Other comprehensive loss: |
|||||||
| Unrealized loss on derivative instruments designated as hedges, net of tax of $8,872 |
(12,252 | ) | | ||||
| Comprehensive earnings |
$ | 74,993 | $ | 45,739 | |||
See accompanying notes to unaudited condensed consolidated financial statements.
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New Century Financial Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2004 and 2003
(Dollars in thousands)
| March 31, 2004 |
March 31, 2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net earnings |
$ | 87,245 | $ | 45,739 | ||||
| Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization |
5,813 | 3,930 | ||||||
| Cash flows received from residual interests |
14,795 | 31,955 | ||||||
| Accretion of NIRs |
(4,780 | ) | (6,565 | ) | ||||
| Servicing gains |
| (7,777 | ) | |||||
| Fair value adjustment of residual securities |
(1,442 | ) | (1,606 | ) | ||||
| Provision for losses on mortgage loans held for investment |
19,869 | 3,182 | ||||||
| Provision for repurchase losses |
1,357 | 1,179 | ||||||
| Mortgage loans originated or acquired for sale |
(6,898,797 | ) | (4,201,354 | ) | ||||
| Mortgage loan sales, net |
7,349,675 | 4,155,224 | ||||||
| Principal payments on mortgage loans held for sale |
37,314 | 19,606 | ||||||
| Decrease in credit facilities on mortgage loans held for sale |
(513,757 | ) | (136,960 | ) | ||||
| Net change in other assets and liabilities |
29,155 | (4,528 | ) | |||||
| Net cash provided by (used in) operating activities |
126,447 | (97,975 | ) | |||||
| Cash flows from investing activities: |
||||||||
| Mortgage loans originated or acquired for investment, net |
| (493,606 | ) | |||||
| Principal payments on mortgage loans held for investment |
256,370 | 2,530 | ||||||
| Purchase of office property and equipment |
(5,715 | ) | (3,965 | ) | ||||
| Sale of mortgage servicing rights |
| 7,791 | ||||||
| Net cash used in investing activities |
250,655 | (487,250 | ) | |||||
| Cash flows from financing activities: |
||||||||
| Proceeds from issuance of financing on mortgage loans held for investment, net |
| 481,551 | ||||||
| Repayments of financing on mortgage loans held for investment |
(211,379 | ) | (2,529 | ) | ||||
| Increase in credit facilities on mortgage loans held for investment |
| | ||||||
| Proceeds from (net repayments of) notes payable |
15,408 | (2,131 | ) | |||||
| Change in restricted cash |
(91,440 | ) | (3,354 | ) | ||||
| Payment of dividends on common stock |
(5,356 | ) | (2,300 | ) | ||||
| Net proceeds from issuance of stock |
(461 | ) | 2,240 | |||||
| Purchase of treasury stock |
| (16,814 | ) | |||||
| Net cash provided by financing activities |
(293,228 | ) | 456,663 | |||||
| Net increase (decrease) in cash and cash equivalents |
83,874 | (128,562 | ) | |||||
| Cash and cash equivalents, beginning of period |
269,540 | 176,669 | ||||||
| Cash and cash equivalents, end of period |
$ | 353,414 | $ | 48,107 | ||||
| Supplemental cash flow disclosure: |
||||||||
| Interest paid |
$ | 58,141 | $ | 18,229 | ||||
| Income taxes paid |
17,430 | 21,119 | ||||||
| Supplemental non-cash financing activity: |
||||||||
| Restricted stock issued |
$ | 6,102 | $ | 4,887 | ||||
| Accrued dividends |
| 2,339 | ||||||
| Transfer of mortgage loans acquired for investment from mortgage loans held for sale |
1,519,964 | | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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NEW CENTURY FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2004 and 2003
1. Basis of Presentation
We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2003 filed with the Securities and Exchange Commission.
Reclassification
Certain amounts from prior years presentation have been reclassified to conform to the current years presentation.
Recent Accounting Developments
In March 2004, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 105 (SAB 105). SAB 105 contains specific guidance that significantly limits opportunities for registrants to recognize an asset related to a commitment to originate a mortgage loan that will be held for sale prior to funding the loan, which differs from the current accounting guidance provided by Statement of Financial Accounting Standards No. 149 (SFAS 149). SFAS 149 requires that the entity that makes the mortgage loan commitment record the commitment on its balance sheet at fair value, but does not address how to measure the fair value of the loan commitment. SAB 105 requires that fair value measurement of loan commitments include only differences between the guaranteed interest rate in the loan commitment and a market interest rate, excluding any expected cash flows related to the customer relationship or loan servicing. SAB 105 is effective for new loan commitments accounted for as derivatives entered into after March 31, 2004. SAB 105 permits registrants to continue to use previously applied accounting policies to commitments entered into on or before March 31, 2004. We quote interest rates to borrowers, which are generally subject to change by us. Although we typically honor such interest rate quotes, the quotes do not constitute interest rate locks, minimizing the potential interest rate exposure. We do not account for our interest rate quotes as derivatives. We do not expect that the application of SAB 105 will have a material impact on our consolidated financial statements.
Cash and Cash Equivalents
For purposes of the statements of cash flows, we consider all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. Cash equivalents consist of cash on hand and due from banks.
Restricted Cash
As of March 31, 2004, restricted cash includes $50.1 million in cash held in a margin account associated with our interest rate risk management activities, $134.9 million in cash held in custodial accounts associated
9
NEW CENTURY FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(Unaudited)
March 31, 2004 and 2003
with our mortgage loans held for investment, and $23.3 million in cash held in a cash reserve account in connection with our asset-backed commercial paper facility. As of December 31, 2003, restricted cash included $31.5 million in cash held in a margin account associated with our interest rate risk management activities, $63.7 million in cash held in custodial accounts associated with our mortgage loans held for investment, and $21.7 million in cash held in a cash reserve account in connection with our asset-backed commercial paper facility.
Mortgage Loans Held for Sale
Mortgage loans held for sale are stated at the lower of amortized cost or fair value as determined by outstanding commitments from investors or current investor yield requirements, calculated on an aggregate basis.
Mortgage Loans Held for Investment
Mortgage loans held for investment represent loans securitized through transactions structured as financings. Mortgage loans held for investment are stated at amortized cost, including the outstanding principal balance, less the allowance for loan losses, plus net deferred origination costs. The financing related to these securitizations is included in our consolidated balance sheet as financing on mortgage loans held for investment.
During the first quarter of 2004, we reclassified approximately $1.5 billion in mortgage loans from mortgage loans held for sale to mortgage loans held for investment because these loans were identified and pooled prior to March 31, 2004, and subsequently securitized in a transaction structured as a financing in April 2004.
In connection with our mortgage loans held for investment, we establish an allowance for loan losses based on our estimate of losses inherent and probable as of our balance sheet date. We charge off uncollectible loans at the time of liquidation. We evaluate the adequacy of this allowance each quarter, giving consideration to factors such as the current performance of the loans and the general economic environment. In order to estimate an appropriate allowance for losses on loans held for investment, we estimate losses using static pooling, which stratifies the loans held for investment into separately identified vintage pools. Using historic experience and taking into consideration each pools credit characteristics, we estimate an allowance for credit losses, which we believe is adequate for known and inherent losses in the portfolio of mortgage loans held for investment. Provision for losses is charged to our consolidated statement of earnings. Losses incurred on mortgage loans held for investment are charged to the allowance.
Residual Interests in Securitizations
Residual interests in securitizations are recorded as a result of the sale of loans through securitizations that we structure as sales rather than financings, referred to as off-balance sheet securitizations. We may also sell residual interests in securitizations through what are sometimes referred to as net interest margin securities, or NIMS.