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 September 30, 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 TRS HOLDINGS, INC.
(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
NEW CENTURY FINANCIAL CORPORATION
(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 October 31, 2004, the registrant had 10,000 shares of common stock outstanding, all of which are held by New Century Financial Corporation.
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q is filed by New Century TRS Holdings, Inc., a Delaware corporation (New Century TRS). On October 1, 2004, New Century TRS became a wholly-owned subsidiary of New Century Financial Corporation, a Maryland corporation formerly known as New Century REIT, Inc. (New Century Financial), through the merger of a wholly-owned subsidiary of New Century Financial with and into New Century TRS, and each then-outstanding share of New Century TRS common stock was converted into one share of common stock of New Century Financial. As a result of the merger the common stock of New Century TRS ceased trading on the Nasdaq National Market, Inc. New Century TRS is filing this Quarterly Report on Form 10-Q in connection with the $210,000,000 principal amount of its 3.50% convertible senior notes which have been registered for resale with the Securities and Exchange Commission and remain outstanding. New Century Financial is separately filing a Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
As used in this Quarterly Report on Form 10-Q, New Century TRS, we, our, and us refer to New Century TRS Holdings, Inc., except where the context otherwise requires. Any discussion regarding our business after October 1, 2004 refers to New Century Financial and its consolidated subsidiaries, including New Century TRS. The financial statements presented herein are the condensed consolidated financial statements of New Century Financial and its consolidated subsidiaries, including New Century TRS, after giving effect to the merger on an as if pooling basis.
NEW CENTURY TRS HOLDINGS, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2004
INDEX
| 2 | ||
| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
20 | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
56 | |
| 57 | ||
| 58 | ||
| 60 | ||
| 61 | ||
| 62 | ||
| 63 | ||
i
Certain information included in this Quarterly Report on 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 expectation that our loan acquisition costs will be approximately 2.25% for the fourth quarter of 2004, (xi) our goal to generate primarily cash-based earnings rather than non-cash gain on sale revenue, (xii) 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, (xiii) our beliefs regarding our critical accounting policies, (xiv) 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, (xv) our estimates regarding tax rates and future taxable income, (xvi) our goal of securitizing approximately 20% of our loan production through sales structured as financings and recorded on-balance sheet, (xvii) our expectation that our net execution will be between 3.50% and 3.75% for all of 2004, (xviii) our belief that the receipt of a rating of RPS3, or average, from Fitch Ratings and a rating of average from Standard & Poors will enable us to grow our servicing portfolio in the future through increased sales of loans on a servicing retained basis, (xix) our expectation that we will service loans owned by third parties to take advantage of our technical capabilities, capitalization and economies of scale, (xx) our expectations regarding the renewal or non-renewal of certain of our credit facilities, (xxi) the expectation that we will continue to concentrate on maintaining our targeted liquidity and leverage levels, (xxii) New Century Financials 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 REIT qualification requirements, (xxiii) New Century Financials belief that its liquidity, credit facilities and capital resources will be sufficient to fund its operations for the foreseeable future while enabling it to maintain our qualification as a REIT under the requirements of the Internal Revenue Code, (xxiv) our beliefs with respect to our legal proceedings, (xxv) our expectation that approximately 50% of our loan commitments with interest rate locks as of September 30, 2004 will ultimately fund, (xxvi) our belief that Carrington Mortgage Credit Fund I, LP will raise additional capital over the next two quarters, (xxvii) New Century Financials expectation that it will qualify as a real estate investment trust, or REIT, for U.S. federal income tax purposes and New Century Financials expectation that the tax advantages related to its REIT status will result in a lower effective tax rate, (xxviii) New Century Financials plan to use the net proceeds it received from its public offering and the concurrent private placement for general working capital purposes, substantially all of which will be used to build a portfolio of self-originated mortgage loans and, if necessary to maintain its REIT status, to purchase mortgage-related assets from third parties, (xxix) New Century Financials belief that any interest-bearing, short-term, investment grade securities that it invests in on a temporary basis with the net proceeds from its public offering and the concurrent private placement will provide a lower net return than it hopes to achieve from New Century Financials long-term intended use such proceeds, (xxx) New Century Financials expectation that it will pay quarterly distributions during January, April, July and October of each year for the preceding quarter, (xxxi) New Century Financials expectation that such quarterly distributions will generally be paid from cash available for distribution or, to the extent that cash available for distribution is insufficient to make such distributions, from funds borrowed from one of its subsidiaries or a third party, (xxxii) our belief that our current rate of business is sustainable and that our origination strategies are consistent with that belief, (xxxiii) our belief that our exposure to interest rate cyclicality will be reduced if we are successful in maintaining our mix between home purchase and cash-out refinancings, and (xxxiv) our expectation that we will be able to commence or consummate the planned offer to convert our convertible senior notes.
We caution that these statements are qualified by important factors that could cause New Century Financials and 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) New Century Financials ability to comply with the requirements applicable to REITs, (xviii) the assumptions underlying our risk management practices, and (xix) our ability to commence or consummate the tender offer to convert our convertible senior notes due 2008. Refer to the section titled Risk Factors in this Quarterly Report on Form 10-Q for additional discussion regarding these and other risk factors which affect our business. We assume no obligation to update the forward-looking statements contained in this Form 10-Q.
On November 4, 2004, New Century Financial and New Century TRS filed a joint registration statement on Form S-4 (333-120209) with the Securities and Exchange Commission relating to the planned offer to convert our convertible senior notes. In addition to the joint registration statement, New Century Financial and New Century TRS intend to file other documents relating to the offer, including a tender offer statement and related offer materials. Investors are urged to read the joint registration statement, as well as the tender offer statement and other related offer materials when they are filed with the Securities and Exchange Commission, because these documents will contain important information. You will be able to obtain these documents free of charge at the website maintained by the Securities and Exchange Commission at www.sec.gov. In addition, you may obtain documents filed by New Century Financial and New Century TRS with the Securities and Exchange Commission free of charge by requesting them in writing from New Century Financial Corporation, 18400 Von Karman Avenue, Suite 1000, Irvine, California, 92612, Attention: Carrie Marrelli, or by telephone at (949) 224-5745.
1
NEW CENTURY FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)
(Unaudited)
| September 30, 2004 |
December 31, 2003 |
|||||||
| ASSETS: |
||||||||
| Cash and cash equivalents (note 1) |
$ | 166,098 | $ | 278,598 | ||||
| Restricted cash (note 1) |
359,351 | 116,883 | ||||||
| Mortgage loans held for sale, net (notes 2 and 10) |
3,937,062 | 3,422,211 | ||||||
| Mortgage loans held for investment, net (notes 3 and 10) |
10,890,455 | 4,745,937 | ||||||
| Residual interests in securitizations (note 4) |
207,300 | 179,498 | ||||||
| Mortgage servicing assets (note 5) |
5,295 | 1,900 | ||||||
| Accrued interest receivable |
59,896 | 35,824 | ||||||
| Income taxes, net |
141,216 | 52,377 | ||||||
| Office property and equipment |
42,504 | 32,258 | ||||||
| Prepaid expenses and other assets (note 6) |
79,670 | 36,901 | ||||||
| TOTAL ASSETS |
$ | 15,888,847 | $ | 8,902,387 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY: |
||||||||
| Credit facilities (notes 7 and 11) |
$ | 3,822,208 | $ | 3,311,837 | ||||
| Financing on mortgage loans held for investment, net (notes 8 and 11) |
10,788,213 | 4,686,323 | ||||||
| Convertible notes, net (note 9) |
205,638 | 204,858 | ||||||
| Notes payable |
31,261 | 18,977 | ||||||
| Accounts payable and accrued liabilities |
223,829 | 138,381 | ||||||
| Total liabilities |
15,071,149 | 8,360,376 | ||||||
| Stockholders equity: |
||||||||
| Preferred stock, $0.01 par value. Authorized 10,000,000 shares; no shares outstanding at September 30, 2004 and December 31, 2003 |
| | ||||||
| Common stock, $0.01 par value. Authorized 300,000,000 shares; issued and outstanding 34,094,751 shares at September 30, 2004 and 33,759,695 shares at December 31, 2003 |
341 | 338 | ||||||
| Additional paid-in capital |
52,749 | 52,988 | ||||||
| Accumulated other comprehensive loss (note 12) |
(13,181 | ) | (1,742 | ) | ||||
| Retained earnings, restricted (note 7) |
785,502 | 509,998 | ||||||
| 825,411 | 561,582 | |||||||
| Treasury stock, 2,500 shares at September 30, 2004 and 377,500 shares at December 31, 2003, respectively, at cost |
(70 | ) | (14,163 | ) | ||||
| Deferred compensation costs |
(7,643 | ) | (5,408 | ) | ||||
| Total stockholders equity |
817,698 | 542,011 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 15,888,847 | $ | 8,902,387 | ||||
See accompanying notes to unaudited condensed consolidated financial statements.
2
NEW CENTURY FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands, except per share amounts)
(Unaudited)
| Three Months Ended September 30, |
Nine Months Ended September 30, | |||||||||||
| 2004 |
2003 |
2004 |
2003 | |||||||||
| Revenues: |
||||||||||||
| Gain on sale of loans |
$ | 203,390 | $ | 163,630 | $ | 620,417 | $ | 435,714 | ||||
| Interest income (note 10) |
260,730 | 84,988 | 595,635 | 190,851 | ||||||||
| Residual interest income (note 4) |
9,271 | 5,898 | 18,629 | 18,582 | ||||||||
| Servicing and other income |
6,739 | 2,398 | 21,217 | 8,219 | ||||||||
| Total revenues |
480,130 | 256,914 | 1,255,898 | 653,366 | ||||||||
| Expenses: |
||||||||||||
| Personnel |
99,038 | 72,546 | 289,004 | 172,174 | ||||||||
| Interest (note 11) |
107,442 | 27,934 | 230,712 | 65,234 | ||||||||
| General and administrative |
46,275 | 23,370 | 119,251 | 73,473 | ||||||||
| Provision for loan losses on mortgage loans held for investment (note 3) |
25,769 | 8,113 | 62,750 | 15,799 | ||||||||
| Advertising and promotion |
12,127 | 6,562 | 32,783 | 19,137 | ||||||||
| Professional services |
7,367 | 6,838 | 20,433 | 13,807 | ||||||||
| Total expenses |
298,018 | 145,363 | 754,933 | 359,624 | ||||||||
| Earnings before income taxes |
182,112 | 111,551 | 500,965 | 293,742 | ||||||||
| Income taxes |
74,833 | 46,673 | 204,064 | 122,310 | ||||||||
| Net earnings |
$ | 107,279 | $ | 64,878 | $ | 296,901 | $ | 171,432 | ||||
| Basic earnings per share (note 13) |
$ | 3.21 | $ | 1.92 | $ | 8.93 | $ | 5.03 | ||||
| Diluted earnings per share (note 13) |
$ | 2.49 | $ | 1.75 | $ | 6.96 | $ | 4.58 | ||||
See accompanying notes to unaudited condensed consolidated financial statements.
3
NEW CENTURY FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Dollars in thousands)
(Unaudited)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
| Net earnings |
$ | 107,279 | $ | 64,878 | $ | 296,901 | $ | 171,432 | ||||||||
| Other comprehensive loss: |
||||||||||||||||
| Net unrealized loss on derivative instruments designated as hedges, net of tax of $20,977 and $7,891 for the three months and nine months ended September 30, 2004, respectively, and $2,915 for the three and nine months ended September 30, 2003, net of reclassification adjustments |
(29,772 | ) | (4,091 | ) | (11,439 | ) | (4,091 | ) | ||||||||
| Comprehensive earnings |
$ | 77,507 | $ | 60,787 | $ | 285,462 | $ | 167,341 | ||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
4
NEW CENTURY FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)
| September 30, 2004 |
September 30, 2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net earnings |
$ | 296,901 | $ | 171,432 | ||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
17,433 | 11,806 | ||||||
| Cash flows received from residual interests, net |
43,391 | 58,331 | ||||||
| Accretion of NIRs |
(18,629 | ) | (18,582 | ) | ||||
| NIR gains |
(35,375 | ) | | |||||
| Initial deposits to over-collateralization accounts |
(20,040 | ) | | |||||
| Retained bonds on residual interests, net |
(3,510 | ) | | |||||
| Servicing gains |
(4,508 | ) | (7,777 | ) | ||||
| Fair value adjustment of residual securities |
6,361 | 1,494 | ||||||
| Provision for losses on mortgage loans held for investment |
62,750 | 15,799 | ||||||
| Provision for repurchase losses |
3,722 | 4,946 | ||||||
| Mortgage loans originated or acquired for sale |
(23,072,756 | ) | (15,319,412 | ) | ||||
| Mortgage loan sales, net |
22,464,159 | 13,974,283 | ||||||
| Principal payments on mortgage loans held for sale |
93,553 | 91,947 | ||||||
| Increase in credit facilities on mortgage loans held for sale |
510,371 | 1,222,262 | ||||||
| Net change in other assets and liabilities |
(74,708 | ) | (54,730 | ) | ||||
| Net cash provided by operating activities |
269,115 | 151,799 | ||||||
| Cash flows from investing activities: |
||||||||
| Mortgage loans originated or acquired for investment, net |
(7,622,891 | ) | (2,754,898 | ) | ||||
| Principal payments on mortgage loans held for investment |
1,442,366 | 72,756 | ||||||
| Purchase of office property and equipment |
(20,020 | ) | (18,695 | ) | ||||
| Sale of mortgage servicing rights |
15,184 | 15,568 | ||||||
| Net cash used in investing activities |
(6,185,361 | ) | (2,685,269 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Proceeds from issuance of financing on mortgage loans held for investment, net |
7,410,872 | 2,644,417 | ||||||
| Repayments of financing on mortgage loans held for investment |
(1,365,980 | ) | (68,022 | ) | ||||
| Convertible note proceeds, net |
| 204,587 | ||||||
| Proceeds from sale of warrant |
| 24,389 | ||||||
| Purchase of call option |
| (46,819 | ) | |||||
| Proceeds from notes payable, net |
12,284 | 4,740 | ||||||
| Change in restricted cash |
(242,468 | ) | (91,979 | ) | ||||