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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(AMENDMENT NO. 1)
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
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 (I. R. S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
18400 VON KARMAN, SUITE 1000, IRVINE, CALIFORNIA 92612
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 440-7030
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE
Indicate by check mark 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 12 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 mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
The aggregate market value of Common Stock held by non-affiliates of
the Registrant on March 24, 2000 was approximately $36.8 million based on the
closing sales price for the Common Stock on such date of $9.25 as reported on
the Nasdaq National Market.
As of March 24, 2000, the Registrant had 14,737,894 shares of Common
Stock outstanding.
PART III INCORPORATES INFORMATION BY REFERENCE FROM THE REGISTRANT'S
DEFINITIVE PROXY STATEMENT FOR ITS 2000 ANNUAL MEETING OF STOCKHOLDERS TO BE
FILED WITH THE COMMISSION WITHIN 120 DAYS OF DECEMBER 31, 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Act of 1934, the Registrant has duly caused this Report to be
signed on March 30, 2000 on its behalf by the undersigned, thereunto duly
authorized.
NEW CENTURY FINANCIAL CORPORATION
BY: /s/BRAD A. MORRICE
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Brad A. Morrice
Vice Chairman and President
47
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
3.1 First Amended and Restated Certificate of Incorporation of the
Company (1)
3.2 Certificate of Designation for Series 1998A Convertible Preferred
Stock (2)
3.3 Certificate of Designation for Series 1999A Convertible Preferred
Stock (3)
3.4 First Amended and Restated Bylaws of the Company (1)
4.1 Specimen Stock Certificate (1)
4.2 Specimen Series 1998A Convertible Preferred Stock Certificate (4)
4.3 Specimen Series 1999A Convertible Preferred Stock Certificate (3)
10.1 Form of Indemnity Agreement between the Company and each of its
executive officers and directors (1)
10.2 1995 Stock Option Plan, as amended (incorporated by reference from
the Company's Form S-8 Registration Statement (No. 333-84099) as
filed with the Securities and Exchange Commission on July 29, 1999
10.3 Founding Managers' Incentive Compensation Plan (1)
10.4 Office Building Lease by and between Koll Center Irvine Number Two
and New Century Financial Corporation dated April 11, 1997 (1)
10.5 Registration Rights Agreement, dated May 30, 1997, by and between
the Company and certain stockholders of the Company (1)
10.6 Form of Equalization Option granted to two executive officers of the
Company (1)
10.7 New Century Financial Corporation Comerica Warrant to Purchase
Common Stock issued to Comerica on May 30, 1997 (1)
10.8 Second Amended and Restated Credit Agreement by and between the
Company and First Bank National Association, dated July 31, 1997
(incorporated by reference from the Company's Quarterly Report on
Form 10-Q as filed with the Securities and Exchange Commission on
November 13, 1997)
10.9 First Amendment to Second Amended and Restated Credit Agreement by
and between New Century Mortgage Corporation and First Bank National
Association, dated November 26, 1997 (5)
10.10 Second Amendment to Second Amended and Restated Credit Agreement by
and between New Century Mortgage Corporation and First Bank National
Association, dated December 22, 1997 (5)
10.11 Third Amendment to Second Amended and Restated Credit Agreement by
and between New Century Mortgage Corporation and First Bank National
Association, dated February 27, 1998 (5)
10.12 Office Building Lease by and between AGBRI Cowan and New Century
Financial Corporation dated November 6, 1997 (5)
10.13 Employee Stock Purchase Plan, as amended (11)
10.14 Merger Agreement, dated as of December, 17, 1997, by and among New
Century, NC Acquisition Corp., PWF, Kirk Redding and Paul Akers (6)
10.15 First Amendment to Merger Agreement, dated January 12, 1998, by and
among New Century, NC Acquisition Corp., PWF, Kirk Redding and Paul
Akers (6)
10.16 Master Lease Agreement by and between New Century Mortgage
Corporation and General Electric Capital Corporation, dated as of
October 24, 1997 (5)
48
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EXHIBIT INDEX - (CONTINUED)
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
10.17 First Amendment to Founding Managers' Incentive Compensation Plan
(7)
10.18 Letter Agreement dated March 31, 1998 among Salomon Brothers Realty
Corp., Salomon Brothers Inc. and New Century Mortgage Corporation
(7)
10.19 Fourth Amendment to Second Amended and Restated Credit Agreement
between the Company and U.S. Bank National Association dated May 1,
1998 (8)
10.20 Third Amended and Restated Credit Agreement between the Company and
U.S. Bank National Association dated May 29, 1998 (8)
10.21 First Amendment to Third Amended and Restated Credit Agreement
between the Company and U.S. Bank National Association dated
July 27, 1998 (9)
10.22 Second Amendment to Third Amended and Restated Credit Agreement
between the Company and U.S. Bank National Association dated
June 30, 1998 (9)
10.23 Third Amendment to Third Amended and Restated Credit Agreement
between the Company and U.S. Bank National Association dated
November 23, 1998 (4)
10.24 Fourth Amendment to Third Amended and Restated Credit Agreement
between the Company and U.S. Bank National Association dated
December 11, 1998 (4)
10.25 Deferred Compensation Plan (incorporated by reference from the
Company's Form S-8 Registration Statement (No. 333-68467) as filed
with the Securities and Exchange Commission on December 7, 1998
10.26 Preferred Stock Purchase Agreement, dated as of October 18, 1998,
between the Company and U.S. Bancorp (2)
10.27 Registration Rights Agreement, dated as of November 24, 1998,
between the Company and U.S. Bancorp (2)
10.28 Flow Purchase Agreement, dated as of November 24, 1998, between
New Century Mortgage Corporation and U.S. Bank National
Association, ND (2)
10.29 Service Provider Agreement, dated as of November 24, 1998, between
New Century Mortgage Corporation and U.S. Bank National Association,
ND (2)
10.30 Form of Founding Managers' Shareholder Agreement, dated November 24,
1998 (4)
10.31 Form of Founding Managers' Employment Agreement, dated January 1,
1999 (4)
10.32 Letter Agreement by and between NC Capital Corporation, New Century
Mortgage Corporation and Salomon Brothers Realty Corp., dated
December 11, 1998 (4)
49
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EXHIBIT INDEX - (CONTINUED)
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
10.33 Non-qualified Stock Option Agreement dated May 17, 1999 between the
Company and Francis J. Partel, Jr. (3)
10.34 Non-qualified Stock Option Agreement dated May 17, 1999 between the
Company and Terrence P. Sandvik (3)
10.35 Fourth Amended and Restated Credit Agreement between the Company and
U.S. Bank National Association dated May 26, 1999 (3)
10.36 Master Loan and Security Agreement by and between NC Capital
Corporation and Greenwich Capital Financial Products, Inc., dated
June 23, 1999 (3)
10.37 Residual Financial Facility Agreement by and between NC Capital
Corporation and Greenwich Capital Financial Products, Inc., dated
June 23, 1999 (3)
10.38 Master Loan and Security Agreement by and among New Century Mortgage
Corporation, NC Capital Corporation and Paine Webber Real Estate
Securities, Inc., dated as of July 20, 1999 (3)
10.39 Preferred Stock Purchase Agreement, dated as of July 26, 1999,
between the Company and U.S. Bancorp (3)
10.40 Amended and Restated Registration Rights Agreement, dated as of July
26, 1999, between the Company and U.S. Bancorp (3)
10.41 First Amendment to Fourth Amended and Restated Credit Agreement
between the Company and U.S. Bank National Association, dated August
31, 1999 (10)
10.42 Letter Agreement by and between NC Capital Corporation, New Century
Mortgage Corporation and Salomon Brothers Realty Corp., dated
September 1, 1999 (10)
10.43 Amendment to Master Loan and Security Agreement dated as of July 20,
1999 by and among New Century Mortgage Corporation, NC Capital
Corporation and Paine Webber Real Estate Securities, Inc., dated as
of September 30, 1999 (10)
10.44 Industrial Lease, dated October 11, 1999, between the Company and
the Irvine Company (10)
10.45 Second Amendment to Fourth Amended and Restated Credit Agreement
between the Company and U.S. Bank National Association, dated
October 15, 1999 (10)
10.46 Amendment Number One to Master Loan and Security Agreement dated as
of June 23, 1999 by and between NC Capital Corporation and Greenwich
Capital Financial Products, Inc., dated as of October 23, 1999 (10)
10.47 Third Amendment to Pledge and Security Agreement dated February 17,
2000 between New Century Mortgage Corporation and U.S. Bank National
Association (11)
10.48 Amendment to Letter Agreement dated as of September 1, 1999 by and
between NC Capital Corporation, New Century Mortgage Corporation and
Salomon Brothers Realty Corp., dated March 7, 2000 (11)
21.1 List of Subsidiaries (11)
23.1 Consent of KPMG LLP
27.1 Financial Data Schedule (11)
</TABLE>
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(1) Incorporated by reference from the Company's Form S-1 Registration
Statement (No. 333-25483) as filed with the Securities and Exchange
Commission on June 23, 1997.
(2) Incorporated by reference from the Company's Form 8-K as filed with the
Securities and Exchange Commission on December 8, 1998.
(3) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
as filed with the Securities and Exchange Commission on August 16, 1999.
(4) Incorporated by reference from the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 on file with the Securities
and Exchange Commission.
(5) Incorporated by reference from the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997 on file with the Securities
and Exchange Commission.
(6) Incorporated by reference from the Company's Form 8-K as filed with the
Securities and Exchange Commission on January 26, 1998
(7) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
as filed with the Securities and Exchange Commission on May 15, 1998
(8) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
as filed with the Securities and Exchange Commission on August 14, 1998
(9) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
as filed with the Securities and Exchange Commission on November 13, 1998
(10) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
as filed with the Securities and Exchange Commission on November 15, 1999
(11) Incorporated by reference from the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999 on file with the
Securities and Exchange Commission
51
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CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
New Century Financial Corporation:
We consent to incorporation by reference in the registration statements (Nos.
333-36129, 333-32709, 333-68467 and 333-53665) on Form S-8 of New Century
Financial Corporation of our report dated February 2, 2000 except as to notes
8 and 22 to the consolidated financial statements, which are as of March 28,
2000, relating to the consolidated balance sheets of New Century Financial
Corporation and Subsidiaries as of December 31, 1999 and 1998 and the related
consolidated statements of earnings, changes in stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1999,
which report appears in the December 31, 1999 annual report on Form 10-K/A of
New Century Financial Corporation.
KPMG LLP
Orange County, California
March 30, 2000
