-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GEMtZnVh57GL17vC9e0s25PenO3AaejB7PlxI6n43UuyCDJx3Q3X+aRNcKa5OwIW Y/GQgO4CN8mIvfiI85GHzA== 0000922907-07-000614.txt : 20070917 0000922907-07-000614.hdr.sgml : 20070917 20070917161209 ACCESSION NUMBER: 0000922907-07-000614 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070911 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070917 DATE AS OF CHANGE: 20070917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVASTAR FINANCIAL INC CENTRAL INDEX KEY: 0001025953 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 742830661 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13533 FILM NUMBER: 071120200 BUSINESS ADDRESS: STREET 1: 8140 WARD PARKWAY STREET 2: STE 300 CITY: KANSAS CITY STATE: MO ZIP: 64114 BUSINESS PHONE: 8162377000 MAIL ADDRESS: STREET 1: 8140 WARD PARKWAY STREET 2: STE 300 CITY: KANSAS CITY STATE: MO ZIP: 64114 8-K 1 form8k_091707.htm Form 8-K

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

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

                               September 11, 2007
                Date of Report (Date of earliest event reported)

                            NOVASTAR FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

           Maryland                      001-13533               74-2830661
- -------------------------------     -------------------     -------------------
(State or other jurisdiction of      (Commission File         (I.R.S. Employer
incorporation or organization)            Number)            Identification No.)

               8140 Ward Parkway, Suite 300, Kansas City, MO 64114
               ---------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

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

                                 Not Applicable
                                 --------------
          (Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.

The disclosure under "Item 8.01 Other Events" with respect to the Company's
discussions with the New York Stock Exchange ("NYSE") is incorporated herein by
reference.

Item 8.01 Other Events

The Company announced that it will not be able to pay a dividend on its common
stock with respect to its 2006 taxable income as previously announced on July
16, 2007, and as a result the Company's status as a REIT will terminate,
retroactive to January 1, 2006. As a result of the Company's change in corporate
structure, the Company is currently reviewing the NYSE listing requirements
applicable to companies other than REITs and is engaged in continuing
discussions with the NYSE.

A copy of the press release announcing these matters is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

References to the Company's website do not incorporate by reference the
information on the Company's website into this Current Report, and the Company
disclaims any such incorporation by reference.

                                       2



Item 9.01 Financial Statement and Exhibits

(d) Exhibits.

Exhibit No.    Document

99.1           Press Release, dated September 17, 2007, "NovaStar Financial,
               Inc. Will Not Distribute REIT Dividend After Market Changes Make
               New Issue of Preferred Securities Not Possible."

                                       3



                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       NOVASTAR FINANCIAL, INC.

DATE:  September 17, 2007                 /s/ Gregory S. Metz
                                       -----------------------------------------
                                          Gregory S. Metz
                                          Chief Financial Officer

                                       4



                                Index to Exhibits


Exhibit No.    Document

99.1           Press Release, dated September 17, 2007, "NovaStar Financial,
               Inc. Will Not Distribute REIT Dividend After Market Changes Make
               New Issue of Preferred Securities Not Possible."

EX-99.1 2 form8kexh991_091707.htm Exhibit 99.1

                                                                    Exhibit 99.1

     NovaStar Financial, Inc. Will Not Distribute REIT Dividend After Market
          Changes Make New Issue of Preferred Securities Not Possible

      Company's REIT status will terminate effective as of January 1, 2006

KANSAS CITY, Mo., September 17, 2007 - NovaStar Financial, Inc. (NYSE: NFI), a
residential lender and mortgage portfolio manager, today announced it will not
proceed with declaring a dividend on its common stock, as previously planned.
NovaStar announced on July 16 that it intended to declare a dividend on its
common stock, in the form of convertible preferred securities, to satisfy
requirements to distribute approximately $157 million in 2006 taxable income to
preserve its status as a Real Estate Investment Trust ("REIT") under the
Internal Revenue Code of 1986 ("the Code"). The Company said today that because
of a substantial decline in its market capitalization during recent months,
combined with its inability to consummate a planned rights offering and demands
on the Company's liquidity, it cannot create enough value through the issuance
of preferred securities to satisfy the REIT distribution requirement.

NovaStar said the decision not to declare a dividend related to 2006 taxable
income will cause the Company's REIT status to be terminated, retroactive to
January 1, 2006. As a result, NovaStar said it will file a consolidated tax
return for the 2006 tax year today, in a timely manner, as a general C
Corporation rather than as a REIT. The Company also will file a request for
extension of time to pay its 2006 C Corporation tax liability, which is
statutorily allowed under the Code. This provision should allow the Company the
right to offset the 2006 income tax liability with the expected refund that will
be generated by the carryback of the estimated tax loss for 2007. At this time,
the Company believes the carryback of the estimated 2007 tax loss will fully
offset the income reported on its 2006 consolidated return. The Company believes
these steps will offset the cash impact of the 2006 tax liability associated
with the change in its filing status.

NovaStar said it expects that the termination of its REIT status for the 2006
tax year will have a significant adverse impact on its financial statements for
the third quarter of 2007, which will include a period expense in the third
quarter for the 2006 tax provision. The Company is in the process of determining
the amount of income tax expense in the third quarter which will also include a
charge for penalties and interest, and a valuation allowance against its
deferred tax assets.

As a result of NovaStar's change in corporate structure, the Company is
currently reviewing the applicable New York Stock Exchange ("NYSE") listing
requirements and is engaged in continuing discussions with the NYSE.

"We continue to take steps to preserve liquidity, mitigate risks and manage our
portfolio in the midst of a difficult environment for the mortgage industry and
capital markets. Clearly, we did not anticipate the drop in market value or the
level of demands on liquidity caused by the market turmoil this summer. Based on
these events, we now believe canceling the previously planned dividend is the
only reasonable and prudent course of action," said Scott Hartman, Chairman and
Chief Executive Officer.



About NovaStar

NovaStar Financial, Inc. (NYSE: NFI) is a specialty finance company that focuses
on single-family mortgage loans and mortgage-backed securities. The Company also
services a large portfolio of residential loans. NovaStar is headquartered in
Kansas City, Missouri.

For more information, please reference our website at
http://www.novastarmortgage.com.

This Press Release contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, regarding
management's beliefs, estimates, projections, and assumptions with respect to,
among other things, our future operations, business plans and strategies, as
well as industry and market conditions, all of which are subject to change at
any time without notice. Actual results and operations for any future period may
vary materially from those projected herein and from past results. Some
important factors that could cause actual results to differ materially from
those anticipated include: our ability to manage and operate our business during
this difficult period for the subprime industry; our ability to effectively
manage our portfolio in light of recent changes to our business and the subprime
industry; our ability to continue as a "going concern"; the effect of our
inability to consummate our recently announced transactions with MassMutual and
Jefferies; our ability to generate and maintain sufficient liquidity on
favorable terms; the impact of the loss of our REIT status as of January 1,
2006, on our financial statements, liquidity and covenants under certain of our
financing agreements; our ability to obtain necessary waivers of, or amendments
to, covenants contained in our financing agreements; our ability to complete a
transaction to maximize the value of our servicing group; our ability to
recommence our wholesale business or expand our retail business if market
conditions improve; our ability to remain listed on the NYSE; the size,
frequency and structure of our securitizations; our ability to originate and
sell loans at a profit and under favorable terms under the current
circumstances; impairments on our mortgage assets; increases in prepayment or
default rates on our mortgage assets; increases in loan repurchase requests; our
ability to use our net loss carryforwards and net unrealized built-in losses;
changes in the types of products we offer; inability of potential borrowers to
meet our underwriting guidelines; changes in assumptions regarding estimated
loan losses and fair value amounts; our ability to improve and maintain
effective internal control over financial reporting and disclosure controls and
procedures in the future; our ability to operate effectively with a reduced
workforce; finalization of the amount and terms of any severance provided to
terminated employees; finalization of the accounting impact of our previously
announced reductions in workforce; events impacting the subprime mortgage
industry in general, including events impacting our competitors and liquidity
available to the industry; the initiation of margin calls under our credit
facilities; the ability of our servicing operations to maintain high performance
standards and maintain appropriate ratings from rating agencies; our ability to
generate acceptable income while maintaining an acceptable level of overhead;
residential property values; interest rate fluctuations on our assets that
differ from our liabilities; our ability to acquire mortgage insurance at
favorable prices or at all; the outcome of litigation or regulatory actions
pending against us or other legal contingencies, including the outcome of the
previously disclosed California case; our compliance with applicable local,
state and federal laws and regulations or opinions of counsel relating thereto
and the impact of new local, state or federal legislation or regulations or
opinions of counsel relating thereto or court decisions on our operations; our



ability to adapt to and implement technological changes; compliance with new
accounting pronouncements; the impact of general economic conditions; and the
risks that are from time to time included in our filings with the SEC, including
our Annual Report on Form 10-K for the year ended December 31, 2006, our
quarterly reports on Form 10-Q for the periods ending March 31, 2007, and June
30, 2007. Other factors not presently identified may also cause actual results
to differ. Words such as "believe," "expect," "anticipate," "promise," "plan,"
"intend" and other expressions or words of similar meanings, as well as future
or conditional verbs such as "will," "would," "should," "could," or "may" are
generally intended to identify forward-looking statements. This press release
speaks only as of its date and we expressly disclaim any duty to update the
information herein.

Media Relations Contact
Richard M. Johnson
913.649.8885

Investor Relations Contact
Jeffrey A. Gentle
816.237.7424

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