Amendment No. 1 to Form 10-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K/A

 

AMENDMENT NO. 1 to the

 

x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended December 31, 2002

 

¨   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 001-13533

 

 

NOVASTAR FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

  

74-2830661

(State or other jurisdiction

of incorporation or organization)

  

(I.R.S. Employer

Identification No.)

8140 Ward Parkway, Suite 300, Kansas City, MO

  

64114

(Address of principal executive office)

  

(Zip Code)

 

Registrant’s telephone number, including area code: (816) 237-7000

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Name of Each Exchange on

Which Registered

Common Stock, $0.01 par value

  

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:

 

None

 

 

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.  x

 

The aggregate market value of voting stock held by non-affiliates of the registrant as of March 12, 2003 was approximately $351,842,695 as reported by the New York Stock Exchange Composite Transactions on such date.

 

The number of shares of the Registrant’s Common Stock outstanding on March 12, 2003 was 10,502,767.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

N/A

 

 

 

 

NOVASTAR FINANCIAL, INC.

 

FORM 10-K/A

 

AMENDMENT NO. 1 to FORM 10-K

For the Fiscal Year Ended December 31, 2002

 

The Company’s Form 10-K Annual Report for the Fiscal Year Ended December 31, 2002 is being amended hereby solely for the purpose of amending the Exhibit 23.4—Consents of the Independent Accountants.

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

 

(c)   Exhibit Listing

 

Exhibit No.

   

Description of Document

23.4

   

Consents of Deloitte & Touche LLP and KPMG LLP

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to its report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

       

NOVASTAR FINANCIAL, INC.

Date:

  

May 7, 2003        

      

By:

  

/s/    SCOTT F. HARTMAN     

               

Scott F. Hartman, Chairman of the Board

of Directors and Chief Executive Officer

Date:

  

May 7, 2003        

      

By:

  

/s/    RODNEY E. SCHWATKEN         

               

Rodney E. Schwatken, Vice President,

Secretary, and Treasurer

(Chief Accounting Officer)

 

 

 

 

 

 

 

CERTIFICATION

 

I, Scott F. Hartman, certify that:

 

  1.   I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Novastar Financial, Inc.;

 

  2.   Based on my knowledge, this amendment to the annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amendment to the annual report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this amendment to the annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this amendment to the annual report;

 

  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a)   Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this amendment to the annual report is being prepared;

 

  b)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this amendment to the annual report (the “Evaluation Date”); and

 

  c)   Presented in this amendment to the annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

  6.   The registrant’s other certifying officers and I have indicated in this amendment to the annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: May 7, 2003

 

By:

  

/s/    SCOTT F. HARTMAN         

Name:

  

Scott F. Hartman

Title:

  

Chairman of the Board, Secretary and Chief Executive Officer (Principal Executive Officer)

 

 

 

CERTIFICATION

 

I, Rodney E. Schwatken, certify that:

 

  1.   I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Novastar Financial, Inc.;

 

  2.   Based on my knowledge, this amendment to the annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amendment to the annual report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this amendment to the annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this amendment to the annual report;

 

  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a)   Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this amendment to the annual report is being prepared;

 

  b)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this amendment to the annual report (the “Evaluation Date”); and

 

  c)   Presented in this amendment to the annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

  6.   The registrant’s other certifying officers and I have indicated in this amendment to the annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: May 7, 2003

 

By:

  

/s/    RODNEY E. SCHWATKEN     

Name:

  

Rodney E. Schwatken

Title:

  

Vice President, Treasurer and Controller (Principal Financial Officer)