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, 2005
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 001-32314
NEW CENTURY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| MARYLAND | 56-2451736 | |
| (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, 2005, the registrant had 55,747,503 shares of common stock outstanding.
NEW CENTURY FINANCIAL CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2005
| Page | ||
| PART IFINANCIAL INFORMATION |
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| 4 | ||
| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
29 | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
47 | |
| 48 | ||
| PART IIOTHER INFORMATION |
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| 49 | ||
| Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
51 | |
| 51 | ||
| 51 | ||
| 52 | ||
| 53 |
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) our expectation that we will fully deploy the capital we raised in connection with our REIT conversion by the end of the second quarter of 2005; (ii) our expectation that our portfolio of mortgage assets will provide a relatively stable source of revenues and will contribute more than half of our earnings in 2005; (iii) our belief that our REIT structure provides the most tax-efficient way to hold mortgage loans on our balance sheet; (iv) our expectation that we will continue to increase the percentage of our net income generated from our mortgage loan portfolio, producing more diverse revenues across a variety of interest rate environments; (v) our expectation that a significant source of our revenue prospectively will be interest income generated from our portfolio of mortgage loans held by our REIT and our qualified REIT subsidiaries; (vi) our expectation that we will continue to generate revenue through our taxable REIT subsidiaries from the sale of loans, servicing income and loan origination fees; (vii) our expectation that the primary components of our expenses will be: interest expense on our credit facilities, securitizations and other borrowings; general and administrative expenses; and payroll and related expenses arising from our origination and servicing businesses; (viii) our expectation that our portfolio of mortgage assets will grow to $18 billion by the end of June 2005; (ix) our expectation that a majority of our future income will come from the interest we earn on the mortgage assets we hold for investment; (x) our expectation that we will supplement our income with earnings from our taxable REIT subsidiaries, which will continue to originate, service and sell mortgage loans; (xi) our belief that the impact of our cost-cutting measures designed to reduce our loan acquisition costs will occur in the remainder of 2005; (xii) our belief that our current rate of business is sustainable; (xiii) our belief that if we are successful in maintaining our current mix of production, our exposure to interest rate cyclicality will be somewhat reduced; (xiv) our belief that our strict underwriting guidelines and the stronger credit characteristics of our interest-only loans mitigate their perceived higher risk; (xv) our belief that the recognition of income as interest payments on the underlying mortgage loans will result in higher income recognition in future periods than would a securitization structured as a sale; (xvi) our beliefs with respect to our critical accounting policies; (xvii) our estimates and assumptions with respect to the interest rate environment; (xviii) our estimates and assumptions with respect to the economic environment; (xix) our estimates and assumptions with respect to secondary market conditions; (xx) our estimates and assumptions with respect to the performance of the loans underlying our residual assets and mortgage loans held for investment; (xxi) our estimates for our loan loss allowance; (xxii) the estimates we use for determining the value of our residuals; (xxiii) our estimates with respect to our average cumulative losses as a percentage of the original principal balance of mortgage loans; (xxiv) our beliefs with respect to our legal proceedings; (xxv) our expectation that our retail-branch offices will be transitioned to the Home123 brand by the end of the second quarter of 2005; (xxvi) our expectation that we will securitize approximately 20% to 30% of our loan production in connection with our conversion to a REIT; (xxvii) our expectations regarding our target levels of liquidity and capital; (xxviii) our expectation that our liquidity, credit facilities and capital resources will be sufficient to fund our operations for the foreseeable future, while enabling us to maintain our qualification as a REIT under the requirements of the Code; and (xxix) our expectation that we will access the capital markets when appropriate to support our growth and business prospects.
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 effect of increasing competition in our sector; (iv) the condition of the markets for whole loans and mortgage-backed securities; (v) the stability of residential property values; (vi) our ability to comply with the requirements applicable to REITs; (vii) our ability to increase our portfolio income; (viii) our ability to continue to maintain low loan acquisition costs; (ix) the potential effect of new state or federal laws and regulations; (x) our ability to maintain adequate credit facilities to finance our business; (xi) the outcome of litigation or regulatory actions pending against us; (xii) our ability to adequately hedge our residual values; (xiii) the accuracy of the assumptions regarding our repurchase allowance and residual valuations, prepayment speeds and loan loss allowance; (xiv) the assumptions underlying our risk management practices; and (xv) the ability of our servicing platform to maintain high performance standards. Additional information on these and other factors is contained in our Annual Report on Form 10-K for the year ended December 31, 2004 and our other periodic filings with the Securities and Exchange Commission.
We assume no obligation to update the forward-looking statements contained in this Form 10-Q.
3
NEW CENTURY FINANCIAL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Dollars in thousands, except share amounts)
| March 31, 2005 |
December 31, 2004 |
||||||
| (Unaudited) | |||||||
| Assets | |||||||
| Cash and cash equivalents |
$ | 880,130 | 842,854 | ||||
| Restricted cash |
480,800 | 454,035 | |||||
| Mortgage loans held for sale, net |
3,874,414 | 3,922,865 | |||||
| Mortgage loans held for investment, net |
15,836,203 | 13,195,324 | |||||
| Residual interests in securitizations |
143,928 | 148,021 | |||||
| Mortgage servicing assets |
14,448 | 8,249 | |||||
| Accrued interest receivable |
76,162 | 66,208 | |||||
| Income taxes, net |
85,874 | 180,840 | |||||
| Office property and equipment |
59,974 | 47,266 | |||||
| Prepaid expenses and other assets |
275,475 | 186,282 | |||||
| Total assets |
$ | 21,727,408 | 19,051,944 | ||||
| Liabilities and Stockholders Equity | |||||||
| Credit facilities on mortgage loans held for sale |
$ | 3,651,181 | 3,704,268 | ||||
| Financing on mortgage loans held for investment, net |
15,692,270 | 13,105,973 | |||||
| Accounts payable and accrued liabilities |
381,349 | 320,108 | |||||
| Convertible senior notes, net |
5,407 | 5,392 | |||||
| Notes payable |
33,438 | 37,638 | |||||
| Total liabilities |
19,763,645 | 17,173,379 | |||||
| Commitments and contingencies |
|||||||
| Stockholders equity: |
|||||||
| Preferred stock, $0.01 par value. Authorized 10,000,000 shares; No shares issued and outstanding at March 31, 2005 and December 31, 2004 |
| | |||||
| Common stock, $0.01 par value. Authorized 300,000,000 shares; issued and outstanding 55,611,997 and 54,702,623 shares at March 31, 2005 and December 31, 2004, respectively |
556 | 547 | |||||
| Additional paid-in capital |
1,133,743 | 1,108,660 | |||||
| Accumulated other comprehensive income (loss) |
71,137 | (4,700 | ) | ||||
| Retained earnings, restricted |
780,552 | 781,627 | |||||
| 1,985,988 | 1,886,134 | ||||||
| Treasury stock, 2,500 shares at March 31, 2005 and December 31, 2004, respectively, at cost |
(70 | ) | (70 | ) | |||
| Deferred compensation costs |
(22,155 | ) | (7,499 | ) | |||
| Total stockholders equity |
1,963,763 | 1,878,565 | |||||
| Total liabilities and stockholders equity |
$ | 21,727,408 | 19,051,944 | ||||
See accompanying notes to unaudited condensed consolidated financial statements.
4
NEW CENTURY FINANCIAL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(Dollars in thousands, except per share and share data)
(Unaudited)
| Three Months Ended March 31, |
|||||||
| 2005 |
2004 |
||||||
| Interest income |
$ | 331,071 | 153,128 | ||||
| Interest expense |
(162,081 | ) | (55,964 | ) | |||
| Net interest income |
168,990 | 97,164 | |||||
| Provision for losses on mortgage loans held for investment |
(30,238 | ) | (19,869 | ) | |||
| Net interest income after provision for losses |
138,752 | 77,295 | |||||
| Other operating income: |
|||||||
| Gain on sale of mortgage loans |
139,752 | 201,976 | |||||
| Servicing income |
6,722 | 5,896 | |||||
| Other income |
3,873 | | |||||
| Total other operating income |
150,347 | 207,872 | |||||
| Other operating expenses: |
|||||||
| Personnel |
128,522 | 80,966 | |||||
| General and administrative |
41,775 | 29,832 | |||||
| Advertising and promotion |
19,832 | 13,565 | |||||
| Professional services |
7,806 | 4,337 | |||||
| Total operating expenses |
197,935 | 128,700 | |||||
| Earnings before income taxes |
91,164 | 156,467 | |||||
| Income taxes |
6,404 | 69,222 | |||||
| Net earnings |
$ | 84,760 | 87,245 | ||||
| Basic earnings per share |
$ | 1.55 | 2.64 | ||||
| Diluted earnings per share |
$ | 1.48 | 2.11 | ||||
| Basic weighted average shares outstanding |
54,779,457 | 32,996,574 | |||||
| Diluted weighted average shares outstanding |
57,266,628 | 42,015,954 | |||||
See accompanying notes to unaudited condensed consolidated financial statements.
5
NEW CENTURY FINANCIAL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Dollars in thousands)
(Unaudited)
| Three Months Ended March 31, |
||||||
| 2005 |
2004 |
|||||
| Net earnings |
$ | 84,760 | 87,245 | |||
| Other comprehensive income (loss): |
||||||
| Unrealized gain (loss) on derivative instruments designated as hedges, net of taxes of $2,337, and ($8,872) at March 31, 2005 and March 31, 2004, respectively |
75,837 | (12,252 | ) | |||
| Comprehensive income |
$ | 160,597 | 74,993 | |||
6
NEW CENTURY FINANCIAL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
| Three Months Ended March 31, |
|||||||
| 2005 |
2004 |
||||||
| Cash flows from operating activities: |
|||||||
| Net earnings |
$ | 84,760 | 87,245 | ||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: |
|||||||
| Depreciation and amortization |
23,771 | 5,813 | |||||
| Cash flows received from residual interests |
6,787 | 14,795 | |||||
| Accretion of NIRs |
(4,024 | ) | (4,780 | ) | |||
| Servicing gains |
(8,120 | ) | | ||||
| Fair value adjustment of residual securities |
1,330 | (1,442 | ) | ||||
| Provision for losses on mortgage loans held for investment |
30,238 | 19,869 | |||||
| Provision for repurchase losses |
548 | 1,357 | |||||
| Mortgage loans originated or acquired for sale |
(6,480,899 | ) | (6,898,797 | ) | |||
| Mortgage loan sales, net |
6,516,864 | 7,349,675 | |||||
| Principal payments on mortgage loans held for sale |
41,014 | 37,314 | |||||
| Decrease in credit facilities on mortgage loans held for sale |
(53,087 | ) | (513,757 | ) | |||
| Net change in other assets and liabilities |
124,057 | 20,097 | |||||
| Net cash provided by operating activities |
283,239 | 117,389 | |||||
| Cash flows from investing activities: |
|||||||
| Mortgage loans originated or acquired for investment, net |
(3,803,344 | ) | (1,519,964 | ) | |||
| Principal payments on mortgage loans held for investment |
1,102,785 | 256,370 | |||||
| Purchases of office property and equipment |
(17,086 | ) | (5,715 | ) | |||
| Net cash used in investing activities |
(2,717,645 | ) | (1,269,309 | ) | |||
| Cash flows from financing activities: |
|||||||
| Proceeds from issuance of financing on mortgage loans held for investment, net |
2,888,602 | | |||||
| Repayments of financing on mortgage loans held for investment |
(1,075,163 | ) | (211,379 | ) | |||
| Increase in credit facilities on mortgage loans held for investment |
771,366 | 1,519,964 | |||||
| Proceeds from (net repayments of) notes payable |
(4,200 | ) | 15,408 | ||||
| Change in restricted cash |
(26,765 | ) | (91,440 | ) | |||
| Payment of dividends on common stock |
(82,569 | ) | (5,356 | ) | |||
| Net proceeds from issuance of stock |
411 | (461 | ) | ||||
| Net cash provided by financing activities |
2,471,682 | 1,226,736 | |||||
| Net increase in cash and cash equivalents |
37,276 | 74,816 | |||||
| Cash and cash equivalents, beginning of period |
842,854 | 278,598 | |||||
| Cash and cash equivalents, end of period |
$ | 880,130 | 353,414 | ||||
| Supplemental cash flow disclosure: |
|||||||
| Interest paid |
$ | 167,305 | 58,141 | ||||
| Income taxes paid |
$ | 71,644 | 17,430 | ||||
| Supplemental non-cash financing activity: |
|||||||
| Restricted stock issued |
$ | 17,619 | 6,102 | ||||
| Accrued dividends |
$ | 85,803 | | ||||
See accompanying notes to unaudited condensed consolidated financial statements.
7
NEW CENTURY FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2005 and 2004
1. Basis of Presentation
New Century TRS Holdings, Inc. (formerly known as New Century Financial Corporation) (New Century TRS), a Delaware corporation, was incorporated on November 17, 1995. New Century Mortgage Corporation, a wholly-owned subsidiary of New Century TRS (New Century Mortgage), commenced operations in February 1996 and is a mortgage finance company engaged in the business of originating, purchasing, selling and servicing mortgage loans secured primarily by first and second mortgages on single-family residences. NC Capital Corporation, a wholly-owned subsidiary of New Century Mortgage (NC Capital), was formed in December 1998 to conduct the secondary marketing activities of New Century (as defined below). New Century Credit Corporation (formerly known as Worth Funding Incorporated) (New Century Credit), a wholly-owned subsidiary of New Century, was acquired in March 2000 by New Century Mortgage. NC Residual IV Corporation (NCRIV), a wholly-owned subsidiary of New Century, was formed in September 2004 to hold a portfolio of mortgage loans held for investment. After consummation of the Merger (defined below), New Century purchased New Century Credit from New Century Mortgage. The terms New Century, Company, we, our, and us refer to New Century Financial Corporation, except where the context otherwise requires.
On April 5, 2004, New Century TRSs board of directors approved a plan to change New Century TRSs capital structure to enable it to qualify as a real estate investment trust, or REIT, for United States federal income tax purposes. The decision to convert to a REIT was based on several factors, including the potential for increased stockholder return, tax efficiency and ability to achieve growth objectives. On April 19, 2004, New Century TRSs board of directors approved certain legal and financial matters related to the proposed REIT conversion.
On April 12, 2004, New Century TRS formed New Century Financial Corporation (formerly known as New Century REIT, Inc.) (New Century), a Maryland corporation. On September 15, 2004, New Century TRSs stockholders approved and adopted the Agreement and Plan of Merger dated as of April 21, 2004 (the Merger Agreement), by and among New Century TRS, New Century and NC Merger Sub, Inc. (Merger Sub), a Delaware corporation formed by New Century for purposes of effecting the Merger, which implemented the restructuring of New Century TRS in order for it to qualify as a REIT (the Merger).
Pursuant to the Merger Agreement, (i) Merger Sub merged with and into New Century TRS, with New Century TRS as the surviving corporation, (ii) each outstanding share of New Century TRSs common stock was converted into the right to receive one share of common stock, par value of $0.01 per share, of New Century, (iii) New Century TRS became a wholly-owned subsidiary of New Century and changed its name from New Century Financial Corporation to New Century TRS Holdings, Inc., and (iv) New Century REIT, Inc. changed its name to New Century Financial Corporation. The Merger was consummated and became effective on October 1, 2004, and was accounted for on an as if pooling basis. These condensed consolidated financial statements give retroactive effect to the Merger for the periods presented. Accordingly, under as if pooling accounting, the assets and liabilities of New Century TRS transferred to New Century in connection with the Merger have been accounted for at historical amounts as if New Century TRS was transferred to New Century as of the earliest date presented and the condensed consolidated financial statements of New Century prior to the Merger include the results of operations of New Century TRS. Stockholders equity amounts presented for years prior to the formation of New Century are those of New Century TRS, adjusted for the merger exchange rate.
On September 29, 2004, in contemplation of the Merger, New Century TRS requested that The Nasdaq Stock Market, Inc. suspend the listing of the shares of New Century TRSs common stock on the Nasdaq National Market prior to the commencement of trading on October 1, 2004. Shares of New Centurys common stock, which were issued in exchange for then outstanding shares of New Century TRSs common stock on a one-for-one basis in connection with the Merger, were approved for listing on the New York Stock Exchange, Inc. and commenced trading on October 1, 2004 under the ticker symbol NEW.
The accompanying condensed consolidated financial statements include the consolidated financial statements of the Companys wholly-owned subsidiaries, New Century TRS, New Century Credit, and NCRIV. All material intercompany balances and transactions are eliminated in consolidation. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.
The Company has prepared the accompanying unaudited condensed 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, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. For further
8
NEW CENTURY FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
March 31, 2005 and 2004
information, refer to the consolidated financial statements and notes thereto included in New Centurys Annual Report on Form 10-K for the year ended December 31, 2004 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 December 2004, the FASB issued Statement of Financial Accounting Standards No. 123R, Share-based Payment, or SFAS 123R. SFAS 123R is a revision of FASB Statement No. 123, Accounting for Stock-based Compensation, and supercedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. SFAS 123R requires an entity to measure the cost of employee services in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exception). That cost will be recognized over the period during which the employee is required to provide service in exchange for the award, or the requisite service period, which is usually the vesting period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Employee share purchase plans will not result in recognition of compensation expense if certain conditions are met.
The notes to financial statements will disclose information to assist users of financial information to understand the nature of share-based payment transactions and the effects of those transactions on the financial statements. In April 2005, the Securities and Exchange Commission deferred the effective date of SFAS 123R. The Company will be required to apply the provisions of SFAS 123R beginning in 2006. There are three methods from which an entity may select to apply the provisions of SFAS 123R during the transition period: modified prospective application, modified retrospective applicationall periods, and modified retrospective applicationinterim periods. The Company has been providing pro forma disclosure as to the impact of SFAS 123 in footnote 1 of the Notes to Condensed Consolidated Financial StatementsStock-Based Compensation.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers 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