<PAGE>   1

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                            ------------------------

                                   FORM 10-Q
                            ------------------------

(MARK ONE)

      [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
        THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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 1-12889

                        LONG BEACH FINANCIAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                   DELAWARE                                      33-0739843
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)
</TABLE>

         1100 TOWN & COUNTRY ROAD, SUITE 1600, ORANGE, CALIFORNIA 92868
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

                                 (714) 835-5743
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

     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 [ ]

     As of June 30, 1999, registrant had outstanding 22,616,868 shares of Common
Stock.

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<PAGE>   2

                        LONG BEACH FINANCIAL CORPORATION

                               TABLE OF CONTENTS

                                  TO FORM 10-Q
            FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1999

                         PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                        PAGE
                                                                        ----
<S>       <C>                                                           <C>
Item 1.   Financial Statements
          Consolidated Statements of Financial Condition as of June
          30, 1999 (Unaudited) and December 31, 1998..................    2
          Consolidated Statements of Operations for the Three Months
          and Six Months Ended June 30, 1999 and 1998 (Unaudited).....    3
          Consolidated Statements of Stockholders' Equity for the
          Three Months and Six Months Ended June 30, 1999
          (Unaudited).................................................    4
          Consolidated Statements of Cash Flows for the Six Months
          Ended June 30, 1999
          and 1998 (Unaudited)........................................    5
          Notes to the Consolidated Financial Statements for the Three
          Months and Six Months Ended June 30, 1999 and 1998
          (Unaudited).................................................    6
Item 2.   Management's Discussion and Analysis of Financial Condition,
          Results of Operations, Liquidity and Capital Resources......   10
Item 3.   Quantitative and Qualitative Disclosures About Market
          Risk........................................................   20

                         PART II. OTHER INFORMATION

Item 1.   Legal Proceedings...........................................   21
Item 2.   Changes in Securities.......................................   21
Item 3.   Defaults Upon Senior Securities.............................   21
Item 4.   Submission of Matters to a Vote of Securities Holders.......   21
Item 5.   Other Information...........................................   21
Item 6.   Exhibits and Reports on Form 8-K............................   21
          (a) Exhibits................................................   21
          (b) Reports on Form 8-K.....................................   23
</TABLE>

                                        1
<PAGE>   3

                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        LONG BEACH FINANCIAL CORPORATION

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                             (DOLLARS IN THOUSANDS)

                                     ASSETS

<TABLE>
<CAPTION>
                                                               JUNE 30,      DECEMBER 31,
                                                                 1999            1998
                                                              -----------    ------------
                                                              (UNAUDITED)
<S>                                                           <C>            <C>
Cash and cash equivalents...................................   $ 46,944        $ 24,941
Loans held for sale.........................................     41,070          59,148
Receivable from the sales of loans..........................    192,327         186,786
Premises and equipment, net.................................      4,824           4,824
Deferred income taxes, net..................................     31,323          32,523
Capitalized mortgage servicing rights.......................     15,508           9,806
Servicing advances..........................................      4,950           3,546
Real estate acquired through foreclosure....................      3,776           1,470
Prepaid expenses and other assets...........................      5,708           5,551
                                                               --------        --------
          Total assets......................................   $346,430        $328,595
                                                               ========        ========

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Warehouse financing facility..............................   $221,137        $211,787
  Accounts payable and accrued liabilities..................     13,788          17,182
  Accrued income taxes payable..............................        326              --
                                                               --------        --------
          Total liabilities.................................    235,251         228,969
Stockholders' equity:
  Common stock, $.001 par value; 150.0 million shares
     authorized; 25.0 million shares issued; 22.6 million
     shares outstanding for
     1999 and 1998..........................................         25              25
  Additional paid-in capital................................     75,424          75,360
  Retained earnings.........................................     60,205          48,716
  Treasury stock, at cost: 2,400,982 shares for 1999 and
     1998...................................................    (24,475)        (24,475)
                                                               --------        --------
          Total stockholders' equity........................    111,179          99,626
                                                               --------        --------
          Total liabilities and stockholders' equity........   $346,430        $328,595
                                                               ========        ========
</TABLE>

        See accompanying notes to the consolidated financial statements.
                                        2
<PAGE>   4

                        LONG BEACH FINANCIAL CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED,     SIX MONTHS ENDED,
                                                            JUNE 30,               JUNE 30,
                                                      --------------------    ------------------
                                                        1999        1998       1999       1998
                                                      --------    --------    -------    -------
<S>                                                   <C>         <C>         <C>        <C>
REVENUES:
Gain on sale of loans...............................  $25,072     $31,630     $56,949    $55,555
Interest income, net of interest expense (Note 5)...    1,992       1,666       3,112      3,036
Loan servicing and other fees on loans..............    2,845       1,077       4,911      1,840
Amortization of mortgage servicing rights...........   (1,156)       (271)     (2,304)      (468)
                                                      -------     -------     -------    -------
Net operating income................................   28,753      34,102      62,668     59,963

EXPENSES:
Compensation expense................................   13,216      13,325      27,565     23,697
Premises and equipment expenses.....................    3,077       2,990       6,312      5,169
Other general and administrative expenses...........    2,105       2,868       4,734      4,808
Provision for losses................................    1,051       1,000       2,813      2,400
Sub-servicing costs.................................      869       1,138       1,933      1,784
                                                      -------     -------     -------    -------
          Total expenses............................   20,318      21,321      43,357     37,858
                                                      -------     -------     -------    -------
Earnings before income taxes........................    8,435      12,781      19,311     22,105
Provision for income taxes..........................    3,417       5,373       7,822      9,287
                                                      -------     -------     -------    -------
Net earnings........................................  $ 5,018     $ 7,408     $11,489    $12,818
                                                      =======     =======     =======    =======
Basic earnings per share............................  $  0.22     $  0.31     $  0.51    $  0.53
                                                      =======     =======     =======    =======
Diluted earnings per share..........................  $  0.21     $  0.29     $  0.49    $  0.50
                                                      =======     =======     =======    =======
</TABLE>

        See accompanying notes to the consolidated financial statements.
                                        3
<PAGE>   5

                        LONG BEACH FINANCIAL CORPORATION

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                NUMBER OF
                                SHARES OF             ADDITIONAL
                                  COMMON     COMMON    PAID-IN      RETAINED    TREASURY
                                  STOCK      STOCK     CAPITAL      EARNINGS     STOCK       TOTAL
                                ----------   ------   ----------    --------    --------    --------
<S>                             <C>          <C>      <C>           <C>         <C>         <C>
THREE MONTHS ENDED JUNE 30, 1999:
Balance, April 1, 1999........  22,609,618    $25      $75,375      $55,187     $(24,475)   $106,112
Net earnings..................          --     --           --        5,018           --       5,018
Exercise of stock options.....       7,250     --           49           --           --          49
                                ----------    ---      -------      -------     --------    --------
Balance, June 30, 1999........  22,616,868    $25      $75,424      $60,205     $(24,475)   $111,179
                                ==========    ===      =======      =======     ========    ========

SIX MONTHS ENDED JUNE 30, 1999:
Balance January 1, 1999.......  22,607,218    $25      $75,360      $48,716     $(24,475)   $ 99,626
Net earnings..................          --     --           --       11,489           --      11,489
Exercise of stock options.....       9,650     --           64           --           --          64
                                ----------    ---      -------      -------     --------    --------
Balance, June 30, 1999........  22,616,868    $25      $75,424      $60,205     $(24,475)   $111,179
                                ==========    ===      =======      =======     ========    ========
</TABLE>

        See accompanying notes to the consolidated financial statements.
                                        4
<PAGE>   6

                        LONG BEACH FINANCIAL CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                              SIX MONTHS ENDED JUNE 30,
                                                              --------------------------
                                                                 1999           1998
                                                              -----------    -----------
<S>                                                           <C>            <C>
Cash Flows from Operating Activities:
Net earnings................................................  $    11,489    $    12,818
Adjustments to reconcile net earnings to net cash used in
  operating activities:
  Depreciation and amortization of premises, equipment and
     Warehouse financing facility issuance costs............        1,526          1,166
  Loans originated and purchased for sale...................   (1,462,959)    (1,142,749)
  Proceeds from sales of loans held for sale................    1,464,620      1,128,719
  Noncash gain recognized on originated mortgage servicing
     rights.................................................       (8,006)          (621)
  Amortization of mortgage servicing rights.................        2,304            468
  Changes in:
     Receivable from the sales of loans.....................       (5,541)       (16,566)
     Accounts payable and accrued liabilities...............       (3,394)         4,201
     Accrued income taxes payable...........................        1,526         (3,484)
     Servicing advances.....................................       (1,404)          (234)
  Other.....................................................       13,443          2,312
                                                              -----------    -----------
     Net cash provided by (used in) operating activities....       13,604        (13,970)
Cash Flows from Investing Activities:
  Purchases of premises and equipment.......................       (1,015)        (1,750)
  Maturities of investment securities available for sale....           --          1,501
                                                              -----------    -----------
     Net cash used in investing activities..................       (1,015)          (249)
Cash Flows from Financing Activities:
  Net change in warehouse financing facility................        9,350         25,249
  Purchase of treasury stock................................           --         (6,801)
  Proceeds from exercise of stock options...................           64             46
                                                              -----------    -----------
     Net cash provided by financing activities..............        9,414         18,494
Net increase in cash........................................       22,003          4,275
Cash and cash equivalents, beginning of the period..........       24,941         41,074
                                                              -----------    -----------
Cash and cash equivalents, end of the period................  $    46,944    $    45,349
                                                              ===========    ===========
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for interest on warehouse
     financing facility.....................................  $     3,614    $     5,415
  Cash paid during the period for federal and state income
     taxes..................................................        7,311         12,633
Supplemental Schedule of Non-Cash Activities:
  Amortization tax asset....................................          677          1,200
  Real estate acquired through foreclosure..................        2,306            112
</TABLE>

        See accompanying notes to the consolidated financial statements.
                                        5
<PAGE>   7

                        LONG BEACH FINANCIAL CORPORATION

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1999
                                  (UNAUDITED)

NOTE 1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF THE BUSINESS

     Long Beach Financial Corporation ("LBFC"), through its wholly-owned
subsidiary, Long Beach Mortgage Company ("LBMC"), (collectively, the "Company"),
is a specialty finance company engaged in the business of originating,
purchasing and selling subprime residential mortgage loans secured by one- to
four-unit family residences. The Company's core borrower base consists of
individuals who do not qualify for traditional "A" credit because their credit
histories, debt to income ratios or other factors do not conform to standard
agency lending criteria. The Company originates loans through independent
mortgage loan brokers, correspondents and through its retail operations.

     The Company has followed a strategy of selling substantially all of its
loan originations in the secondary market through whole loan sales for cash.
Prior to each fiscal quarter, the Company historically has obtained a purchase
commitment from one or more loan purchasers for the volume of loans expected to
be originated during such quarter. The Company has continued to evaluate and
execute sales strategies that produce the highest quality of earnings.

BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and include all
information and footnotes required for interim financial statement presentation.
In the opinion of the Company, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. Actual results
could differ materially from those estimated. All significant intercompany
transactions and balances have been eliminated and certain reclassifications
have been made to prior periods' consolidated financial statements to conform to
current period presentation. The results of operations for the three and six
months ended June 30, 1999 are not necessarily indicative of the results of
operations to be expected for the year ending December 31, 1999.

     The consolidated financial statements and notes to the consolidated
financial statements, along with management's discussion and analysis of
financial condition, results of operations, liquidity and capital resources
should be read in conjunction with the Company's recent filing on Form 10-K,
which contains the latest available audited consolidated financial statements
and notes thereto, as of and for the period ended December 31, 1998.

NOTE 2. AGREEMENTS WITH RELATED PARTIES

     Loan Sub-servicing Agreement -- On April 28, 1997, the Company and
Ameriquest Mortgage Company ("AMC") entered into a three-year loan sub-servicing
agreement pursuant to which AMC agreed to sub-service mortgage loans originated
or purchased by the Company. Sub-servicing activities include collecting and
remitting loan payments, accounting for principal and interest, holding escrow
or impound funds for payment of taxes and insurance, if applicable, making
required inspections of the mortgaged property, contacting delinquent borrowers,
and supervising foreclosures and property dispositions. The agreement provides
that either party has the right to terminate the agreement effective at any time
after November 2, 1998, upon six months prior written notice to the other party.
During the third quarter of 1998, the Company and AMC modified the existing loan
sub-servicing agreement to accommodate the launch of the Company's

                                        6
<PAGE>   8
                        LONG BEACH FINANCIAL CORPORATION

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1999
                                  (UNAUDITED)

independent servicing operation, in November 1998. The Company has incurred
charges of $869,000 and $1.1 million during the three months ended June 30, 1999
and 1998, respectively, and $1.9 million and $1.8 million for the six months
ended June 30, 1999 and 1998, respectively, pursuant to this agreement. The
outstanding principal balance of the sub-serviced loan portfolio at June 30,
1999 and 1998 totaled $337 million and $1.2 billion, respectively.

NOTE 3. COMPREHENSIVE INCOME

     In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 130, "Reporting
Comprehensive Income," which is effective for annual periods beginning after
December 15, 1997. This statement defines comprehensive income as the total of
all components of comprehensive income, including net income and other
comprehensive income. The term "other comprehensive income" refers to revenues,
expenses, gains and losses that under generally accepted accounting principles
are included in comprehensive income but excluded from net income. Other
comprehensive income items are classified separately into foreign currency
items, minimum pension liability adjustments, and unrealized gains and losses on
certain investments in debt and equity securities. All components of
comprehensive income shall be reported in the financial statements in the period
in which they are recognized; however, if there are no items of other
comprehensive income in any period presented, then comprehensive income is not
required to be reported for that period. During the three and six months ended
June 30, 1999 and 1998, there were no items of other comprehensive income
recognized.

NOTE 4. EARNINGS PER SHARE

     A reconciliation of the numerators and denominators used in basic and
diluted EPS computations for the periods indicated follows:

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED             SIX MONTHS ENDED
                                                 JUNE 30,                      JUNE 30,
                                        --------------------------    --------------------------
                                           1999           1998           1999           1998
                                        -----------    -----------    -----------    -----------
<S>                                     <C>            <C>            <C>            <C>
COMPUTATION OF BASIC EARNINGS PER
  SHARE
Net earnings available to common
  shareholders........................  $ 5,018,000    $ 7,408,000    $11,489,000    $12,818,000
                                        ===========    ===========    ===========    ===========
Average common shares outstanding.....   22,612,398     24,236,358     22,610,551     24,366,642
                                        ===========    ===========    ===========    ===========
Basic earnings per share..............  $      0.22    $      0.31    $      0.51    $      0.53
                                        ===========    ===========    ===========    ===========
COMPUTATION OF DILUTED EARNINGS PER
  SHARE
Net earnings available to common
  shareholders........................  $ 5,018,000    $ 7,408,000    $11,489,000    $12,818,000
                                        ===========    ===========    ===========    ===========
Average common shares outstanding.....   22,612,398     24,236,358     22,610,551     24,366,642
Common stock equivalents -- stock
  options.............................    1,254,420      1,241,721      1,027,497      1,213,358
                                        -----------    -----------    -----------    -----------
Average diluted common shares.........   23,866,818     25,478,079     23,638,048     25,580,000
                                        ===========    ===========    ===========    ===========
Diluted earnings per share............  $      0.21    $      0.29    $      0.49    $      0.50
                                        ===========    ===========    ===========    ===========
</TABLE>

                                        7
<PAGE>   9
                        LONG BEACH FINANCIAL CORPORATION

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1999
                                  (UNAUDITED)

NOTE 5. INTEREST INCOME, NET OF INTEREST EXPENSE

     The components of interest income, net of interest expense for the periods
indicated, are presented in the table that follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED     SIX MONTHS ENDED
                                                           JUNE 30,              JUNE 30,
                                                      ------------------    ------------------
                                                       1999       1998       1999       1998
                                                      -------    -------    -------    -------
<S>                                                   <C>        <C>        <C>        <C>
Interest on loans...................................  $ 5,471    $ 5,125    $ 9,281    $ 8,763
Interest on investments.............................      402        177        792        536
                                                      -------    -------    -------    -------
  Subtotal interest income..........................    5,873      5,302     10,073      9,299
Interest expense....................................   (3,881)    (3,636)    (6,961)    (6,263)
                                                      -------    -------    -------    -------
Interest income, net of interest expense............  $ 1,992    $ 1,666    $ 3,112    $ 3,036
                                                      =======    =======    =======    =======
</TABLE>

NOTE 6. NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, the FASB issued No. 133, Accounting for Derivative
Instruments and Hedging Activities, which was to be effective for annual periods
beginning after June 15, 1999 and has been delayed to June 15, 2000. The delay,
published as FASB No. 137, Deferral of the Effective Date of FASB Statement No.
133 -- an amendment of FASB Statement No. 133, applies to quarterly and annual
financial statements. This statement establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. The Company has not yet
adopted SFAS 133.

                                        8
<PAGE>   10
                        LONG BEACH FINANCIAL CORPORATION

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
            FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1999
                                  (UNAUDITED)

NOTE 7. SEGMENT AND RELATED INFORMATION

     The Company has adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information". The Company has three reportable operating
segments: Broker-sourced, Correspondent and Loan servicing. Financial
information concerning the Company's reportable segments is shown in the
following table. "Other" represents corporate administration, retail lending and
other related items and results of ancillary operations (dollars in thousands).

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED
                                                          JUNE 30,          SIX MONTHS ENDED JUNE 30,
                                                    --------------------    --------------------------
                                                      1999        1998         1999           1998
                                                    --------    --------    -----------    -----------
<S>                                                 <C>         <C>         <C>            <C>
Revenues:
  Broker-sourced..................................  $ 20,452    $ 28,032    $   47,701     $   49,842
  Correspondent...................................     2,304       2,707         5,693          4,141
                                                    --------    --------    ----------     ----------
    Subtotal wholesale............................    22,756      30,739        53,394         53,983
  Loan servicing..................................     3,027         999         5,283          1,719
  Other...........................................     2,970       2,364         3,991          4,261
                                                    --------    --------    ----------     ----------
         Total revenues...........................  $ 28,753    $ 34,102    $   62,668     $   59,963
                                                    ========    ========    ==========     ==========
Expenses:
  Broker-sourced..................................  $ 11,411    $ 10,582    $   21,826     $   19,157
  Correspondent...................................       660         533         1,305            974
                                                    --------    --------    ----------     ----------
    Subtotal wholesale............................    12,071      11,115        23,131         20,131
  Loan servicing..................................     1,738       1,188         3,524          1,834
  Other...........................................     6,509       9,018        16,702         15,893
                                                    --------    --------    ----------     ----------
         Total expenses...........................  $ 20,318    $ 21,321    $   43,357     $   37,858
                                                    ========    ========    ==========     ==========
Earnings (Loss) Before Income Taxes:
  Broker-sourced..................................  $  9,041    $ 17,450    $   25,875     $   30,685
  Correspondent...................................     1,644       2,174         4,388          3,167
                                                    --------    --------    ----------     ----------
    Subtotal wholesale............................    10,685      19,624        30,263         33,852
  Loan servicing..................................     1,289        (189)        1,759           (115)
  Other...........................................    (3,539)     (6,654)      (12,711)       (11,632)
                                                    --------    --------    ----------     ----------
         Earnings before income taxes.............  $  8,435    $ 12,781    $   19,311     $   22,105
                                                    ========    ========    ==========     ==========
Net Earnings (Loss):
  Broker-sourced..................................  $  5,380    $ 10,114    $   15,396     $   17,793
  Correspondent...................................       978       1,260         2,611          1,836
                                                    --------    --------    ----------     ----------
    Subtotal wholesale............................     6,358      11,374        18,007         19,629
  Loan servicing..................................       767        (110)        1,047            (67)
  Other...........................................    (2,107)     (3,856)       (7,565)        (6,744)
                                                    --------    --------    ----------     ----------
         Net earnings.............................  $  5,018    $  7,408    $   11,489     $   12,818
                                                    ========    ========    ==========     ==========
Loan Production:
  Broker-sourced..................................  $604,216    $566,185    $1,243,648     $1,006,725
  Correspondent...................................    86,828      69,563       180,418        110,910
                                                    --------    --------    ----------     ----------
    Subtotal wholesale............................   691,044     635,748     1,424,066      1,117,635
  Retail-sourced..................................    19,661      15,943        38,893         25,114
                                                    --------    --------    ----------     ----------
         Total loan production....................  $710,705    $651,691    $1,462,959     $1,142,749
                                                    ========    ========    ==========     ==========
Assets: (As of Balance Sheet Dates)
  Broker-sourced..................................                          $   46,438     $   24,082
  Correspondent...................................                               3,175          1,992
                                                                            ----------     ----------
    Subtotal wholesale............................                              49,613         26,074
  Loan servicing..................................                               5,799          6,347
  Other...........................................                             291,018        296,174
                                                                            ----------     ----------
         Total assets.............................                          $  346,430     $  328,595
                                                                            ==========     ==========
</TABLE>

                                        9
<PAGE>   11

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION,
             RESULTS OF OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES

ITEM 2. OVERVIEW

     Management's discussion and analysis of financial condition, results of
operations, liquidity and capital resources contained within this report on Form
10-Q is more clearly understood when read in conjunction with the Notes to the
Consolidated Financial Statements. The Notes to the Consolidated Financial
Statements define certain terms that are used throughout this discussion and
provide information on the Company and the basis of presentation used in this
report on Form 10-Q.

     The primary components of the Company's revenues are gain on sales of loans
and net interest income. Gain on sales of loans consists of: (i) the excess of
the cash selling price over the outstanding principal balance of the loan (the
"Gross Cash Premium"), plus (ii) capitalized mortgage servicing rights, minus
(iii) the fees and other compensation paid to independent mortgage brokers,
minus (iv) purchase premiums paid to correspondent lenders, and plus (v) points
and fees received from the borrower, offset by incremental direct loan
origination costs. The Gross Cash Premium combined with the capitalized mortgage
servicing rights represents the "Gross Sales Premium." Gross Cash Premiums are
affected by market conditions, loan type, credit quality, interest rate and
other factors as negotiated between the Company and independent purchasers. The
recorded net gain on sale of loans is the "Net Premium" realized for that
period. All such components of gain on sales of loans are normally expressed as
a percentage of loans sold.

     Net interest income represents the difference between the interest that is
earned on loans and other interest earning assets over the interest that is paid
under the revolving warehouse credit facility. Net interest income can be
affected by the volatility of interest rates, the level of interest earned on
interest earning assets, the cost of interest on the revolving warehouse credit
facility, the average amount of interest earning assets outstanding, and the
average amount of borrowings outstanding. The Company has adopted an investment
policy which limits its investment activities to high-quality, short-term
investments.

     Expenses include general and administrative expenses, provisions for
losses, sub-servicing costs and income tax expense.

     The following table presents the Company's loan originations and purchases
and loan sales for the periods indicated (dollars in thousands):

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED         SIX MONTHS ENDED
                                                     JUNE 30,                  JUNE 30,
                                               --------------------    ------------------------
                                                 1999        1998         1999          1998
                                               --------    --------    ----------    ----------
<S>                                            <C>         <C>         <C>           <C>
Loan originations and purchases:
  Broker-sourced.............................  $604,216    $566,185    $1,243,648    $1,006,725
  Correspondent..............................    86,828      69,563       180,418       110,910
                                               --------    --------    ----------    ----------
     Wholesale...............................   691,044     635,748     1,424,066     1,117,635
  Retail-sourced.............................    19,661      15,943        38,893        25,114
                                               --------    --------    ----------    ----------
  Total loan originations and purchases......  $710,705    $651,691    $1,462,959    $1,142,749
                                               ========    ========    ==========    ==========
Loan sales...................................  $722,616    $646,275    $1,464,620    $1,128,719
                                               ========    ========    ==========    ==========
</TABLE>

     The Company's primary channel of loan production is through its
relationship with a network of approved independent mortgage brokers. The
Company has established a sales force of account executives to serve as the
principal contact between the Company and the independent mortgage brokers.
Financing USA, the Company's retail division, offers loan products directly to
borrowers, which are identical to those offered to independent brokers. These
products are marketed through direct mail, telemarketing, media advertising and
the internet. The Company offers a variety of loan programs and products,
however, all loans originated by the Company are secured by first-lien mortgages
on residential properties consisting of one- to four-unit family residences.

                                       10
<PAGE>   12

     The following table presents the Company's loan production and weighted
average interest rate for the periods indicated (dollars in thousands):

<TABLE>
<CAPTION>
                                   THREE MONTHS ENDED JUNE 30,                SIX MONTHS ENDED JUNE 30,
                               ------------------------------------    ----------------------------------------
                                     1999                1998                 1999                  1998
                               ----------------    ----------------    ------------------    ------------------
<S>                            <C>        <C>      <C>        <C>      <C>          <C>      <C>          <C>
Fixed rate loans.............  $127,967   10.19%   $161,749   10.20%   $  282,290   10.19%   $  266,323   10.15%
Fixed/adjustable rate
  loans......................   561,015    9.73%    376,056    9.71%    1,124,235    9.72%      650,714    9.70%
Six-month adjustable rate
  loans......................    21,723    8.90%    113,886    8.61%       56,434    8.72%      225,712    8.94%
                               --------            --------            ----------            ----------
    Total loan production....  $710,705    9.78%   $651,691    9.76%   $1,462,959    9.77%   $1,142,749    9.62%
                               ========            ========            ==========            ==========
</TABLE>

     The fixed/adjustable rate loans represent loans that are fixed for a period
of 2-3 years; thereafter the interest rate adjusts on a regular basis. During
the second quarter of 1999, approximately $414.9 million or 58.4% of the
Company's loan production was made for the purpose of providing funds for
refinancing, and in $315.7 million of these refinancings the borrowers received
cash-out to pay-off other debts and/or for other purposes. The average
loan-to-value ratio was 77.4% on loans originated and purchased during the
second quarter of 1999 and was 77.2% for loans produced during the six months
ended June 30, 1999.

     The Company's geographic markets are divided into various regions. Once the
Company determines that the level of current and projected business from a
region warrants creation of a local presence, the Company establishes a regional
processing center in or near the region. At June 30, 1999, the Company had 11
regional processing centers serving its 21 regional teams.

     The following table presents loan production by state for the five states
with the highest volume and all others for the periods indicated (dollars in
thousands):

<TABLE>
<CAPTION>
                                   THREE MONTHS ENDED JUNE 30,                SIX MONTHS ENDED JUNE 30,
                               ------------------------------------    ----------------------------------------
                                     1999                1998                 1999                  1998
                               ----------------    ----------------    ------------------    ------------------
                                          % OF                % OF                  % OF                  % OF
           STATE                AMOUNT    TOTAL     AMOUNT    TOTAL      AMOUNT     TOTAL      AMOUNT     TOTAL
           -----               --------   -----    --------   -----    ----------   -----    ----------   -----
<S>                            <C>        <C>      <C>        <C>      <C>          <C>      <C>          <C>
California.................    $252,142    35.5%   $226,810    34.8%   $  506,930    34.7%   $  390,759    34.2%
Colorado...................      57,520     8.1%     46,449     7.1%      112,600     7.7%       83,257     7.3%
Texas......................      41,089     5.8%     29,925     4.6%       81,573     5.6%       53,667     4.7%
Michigan...................      36,434     5.1%     40,559     6.2%       77,277     5.3%       65,258     5.7%
New York...................      28,005     3.9%     25,361     3.9%       61,132     4.2%       41,079     3.6%
All others.................     295,515    41.6%    282,587    43.4%      623,447    42.5%      508,729    44.5%
                               --------   -----    --------   -----    ----------   -----    ----------   -----
                               $710,705   100.0%   $651,691   100.0%   $1,462,959   100.0%   $1,142,749   100.0%
                               ========   =====    ========   =====    ==========   =====    ==========   =====
</TABLE>

     The Company follows the practice of entering into forward commitments to
sell its production. These forward commitments are typically made for the next
30 to 120 days of production. Prior to entering into a forward commitment, the
Company evaluates prospective purchasers in order to assess their ability to
fulfill the terms of the agreement. In the event the weighted average coupon,
margin, or other characteristics of the loans produced and delivered to the
purchaser are materially different from the terms of the forward commitment, the
sales price of the loans will be adjusted accordingly. Additionally, in the
event the Company does not deliver the contract volume of loans, the Company may
be required to pay the purchaser a pair-off fee.

     Loan sales are typically made to institutional purchasers on a non-recourse
basis pursuant to a purchase agreement containing customary representations and
warranties regarding underwriting criteria and the origination process.
Historically, the Company has not retained residual interests in the loans that
it sells other than servicing rights. Loans which, in the opinion of the
Company, meet the conditions of the forward sales commitment are delivered to
the purchaser and recorded as sold on a periodic basis. In the event that such
loans are subsequently determined to be in noncompliance with the terms of the
forward sales commitment or breach of a representation or a warranty, the
Company may be required to repurchase the loan or substitute a new loan. The
Company may also be required to repurchase or substitute a loan if the borrower
defaults on the first payment due after the loan is funded or if the loan
documentation contains fraudulent misrepresentations made by the borrower. The
Company realizes that such repurchases are inherent in its operations and that
the

                                       11
<PAGE>   13

Company may realize a reduction in the previously recognized gain on sale or
sustain a loss from such repurchases. The Company provides allowances for losses
in anticipation of such events that arise in connection with selling loans to
investors.

     In May 1999, Long Beach Financial Corporation and Washington Mutual, Inc.
(NYSE: WM) jointly announced that Washington Mutual had signed a definitive
agreement to acquire all of the outstanding common stock of Long Beach Financial
Corporation at a fixed price of $15.50 per share. Subject to certain
limitations, the consideration for the merger is payable at the election of the
holder in cash or Washington Mutual, Inc. common stock valued at the average
closing market price for the five trading days ending prior to closing.

     The transaction requires the approvals of certain state regulators and Long
Beach shareholders. Washington Mutual has made the required Hart-Scott-Rodino
filing, and the request for early termination of the waiting period has been
granted. The transaction is anticipated to close by the beginning of the fourth
quarter of 1999.

     RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND
1998

     For the three months ended June 30, 1999, net earnings were $5.0 million, a
decrease of $2.4 million compared to the $7.4 million of net earnings for the
same period in 1998. During the six months ended June 30, 1999, net earnings
were $11.5 million, a decrease of $1.3 million in comparison to the $12.8
million of net earnings for the same period in 1998. The primary factor that led
to the financial results recorded during the three and six months ended June 30,
1999 as compared to the same periods in 1998 was a severe decline in market
pricing for loans in the secondary market. This decline led to a reduction in
sales premiums and resulted in lower gains on sale of loans. Other key
operational results during the second quarter and first half of 1999 include:

     - Increased loan production. Loan production increased by $59.0 million or
       9.1% to $710.7 million during the three months ended June 30, 1999 as
       compared to the same period of 1998. During the six months ended June 30,
       1999, loan production increased by $320.2 million or 28.0% to $1.5
       billion as compared to the same period of 1998.

     - Increased loan sales. Loans sold during the three months ended June 30,
       1999 totaled $722.6 million, an increase of $76.3 million or 11.8% over
       the same period of 1998. During the six months ended June 30, 1999, loan
       sales totaled $1.5 billion, an increase of $335.9 million or 29.8% over
       loan sales of $1.1 billion for the same period of 1998.

     - Reduced General and Administrative expenses. General and administrative
       expenses for the second quarter of 1999 totaled $18.4 million, or 2.59%
       as a percentage of loan production, compared to $19.2 million or 2.94%
       for the same period of 1998. During the six months ended June 30, 1999
       general and administrative expenses totaled $38.6 million, or 2.64% as a
       percentage of loan production, compared to $33.7 million or 2.95% for the
       same period of 1998.

     - Increase in loan service fees. Loan servicing fees totaled $2.8 million
       during the second quarter of 1999, and $4.9 million for the six months
       ended June 30, 1999, a substantial increase from $1.1 million and $1.8
       million achieved during the comparable periods of last year.

     - Reduced fees paid to broker and premiums paid to correspondents. Fees
       paid to independent brokers declined by 24 basis points during the second
       quarter of 1999 as compared to the second quarter of 1998. Fees paid to
       independent loan brokers during the first half of 1999 were reduced by 22
       basis points from the level paid during the same period of 1998.
       Additionally, premiums paid to correspondents during the second quarter
       of 1999 were lowered to 1.81%, which represents a decline of 90 basis
       points as compared to the second quarter of 1998. Premiums paid to
       correspondents were lowered by 81 basis points during the six months
       ended June 30, 1999 as compared to the same period of 1998.

                                       12
<PAGE>   14

     Revenues. The following table sets forth the components of the Company's
revenues for the periods indicated (dollars in thousands):

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED     SIX MONTHS ENDED
                                                           JUNE 30,              JUNE 30,
                                                      ------------------    ------------------
                                                       1999       1998       1999       1998
                                                      -------    -------    -------    -------
<S>                                                   <C>        <C>        <C>        <C>
Gain on sale of loans...............................  $25,072    $31,630    $56,949    $55,555
Interest income, net of interest expense............    1,992      1,666      3,112      3,036
Loan servicing and other fees on loans..............    2,845      1,077      4,911      1,840
Amortization of mortgage servicing rights...........   (1,156)      (271)    (2,304)      (468)
                                                      -------    -------    -------    -------
          Total revenues............................  $28,753    $34,102    $62,668    $59,963
                                                      =======    =======    =======    =======
</TABLE>

     Total revenues during the three months ended June 30, 1999 decreased by
$5.3 million or 15.7%, compared to same period in 1998, primarily as a result of
a decrease in gain on sales of loans of $6.6 million or 20.7% during the same
comparative periods. Additionally, Net Premiums on the sale of loans decreased
to 3.47% during the three months ended June 30, 1999, from 4.89% during the same
period in 1998.

     During the six months ended June 30, 1999 total revenues increased by $2.7
million or 4.5%, compared to same period in 1998, primarily as a result of an
increase in gain on sales of loans of $1.4 million or 2.5% during the same
comparative periods. Such increase was partially offset by a decrease in Net
Premiums on the sale of loans to 3.89% during the six months ended June 30,
1999, from 4.92% during the same period in 1998.

     The table below presents the Company's revenues by reportable segment for
the periods indicated (dollars in thousands):

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED     SIX MONTHS ENDED
                                                           JUNE 30,              JUNE 30,
                                                      ------------------    ------------------
                                                       1999       1998       1999       1998
                                                      -------    -------    -------    -------
<S>                                                   <C>        <C>        <C>        <C>
Broker-sourced......................................  $20,452    $28,032    $47,701    $49,842
Correspondent.......................................    2,304      2,707      5,693      4,141
                                                      -------    -------    -------    -------
  Subtotal Wholesale................................   22,756     30,739     53,394     53,983
Loan servicing......................................    3,027        999      5,283      1,719
Other...............................................    2,970      2,364      3,991      4,261
                                                      -------    -------    -------    -------
          Total Revenues............................  $28,753    $34,102    $62,668    $59,963
                                                      =======    =======    =======    =======
</TABLE>

     The increase in loan sales resulted from an increase in loan originations
and purchases to $710.7 million during the three months ended June 30, 1999,
from $651.7 million during the same period in 1998 and to $1.5 billion during
the six months ended June 30, 1999, from $1.1 billion during the same period in
1998. This trend reflects the Company's continued growth of its broker-sourced
business through penetration in existing markets and expansion into new
geographic markets. The Company's sales force at June 30, 1999 was 295, an
increase of 8% over the level at June 30, 1998.

     The table below represents the components of Gain on sale of loans (Net
Premium), (dollars in thousands and such amounts expressed as a percentage of
loan sales for each respective period ):

<TABLE>
<CAPTION>
                                  THREE MONTHS ENDED JUNE 30,                     SIX MONTHS ENDED JUNE 30,
                          -------------------------------------------   ---------------------------------------------
                                  1999                   1998                   1999                    1998
                          --------------------   --------------------   ---------------------   ---------------------
<S>                       <C>       <C>          <C>       <C>          <C>        <C>          <C>        <C>
Gross Sales Premiums....  $31,441      4.35%     $39,648      6.13%     $ 70,654      4.82%     $ 69,475      6.16%
Fees paid to brokers....   (6,468)    (0.90)      (7,363)    (1.14)      (13,558)    (0.93)      (13,043)    (1.16)
Premiums paid to
  correspondents........   (1,646)    (0.23)      (1,925)    (0.30)       (3,643)    (0.25)       (3,069)    (0.27)
Points, fees and
  other.................    1,745      0.25        1,270      0.20         3,496      0.25         2,192      0.19
                          -------                -------                --------                --------
Net Premiums............  $25,072      3.47%     $31,630      4.89%     $ 56,949      3.89%     $ 55,555      4.92%
                          =======                =======                ========                ========
</TABLE>

                                       13
<PAGE>   15

     The table below represents the components of Gain on sale of loans (Net
Premium), by reportable segment of the Company (dollars in thousands and such
amounts expressed as a percentage of the related loan sales for each respective
period):

<TABLE>
<CAPTION>
                                 THREE MONTHS ENDED JUNE 30,               SIX MONTHS ENDED JUNE 30,
                             -----------------------------------     -------------------------------------
                                  1999                1998                 1999                 1998
                             ---------------     ---------------     ----------------     ----------------
<S>                          <C>       <C>       <C>       <C>       <C>        <C>       <C>        <C>
BROKER-SOURCED
Gross Sales Premiums.......  $26,783    4.36%    $34,137    6.10%    $ 59,921    4.82%    $ 60,906    6.12%
Fees paid to brokers.......   (6,468)  (1.05)%    (7,358)  (1.29)%    (13,558)  (1.09)%    (13,043)  (1.31)%
Points, fees and other.....    1,173    0.19%        847    0.12%       2,374    0.19%       1,573    0.16%
                             -------             -------             --------             --------
Net Premium................  $21,488    3.50%    $27,626    4.93%    $ 48,737    3.92%    $ 49,436    4.97%
                             =======             =======             ========             ========
CORRESPONDENT
Gross Sales Premiums.......  $ 4,106    4.51%    $ 4,599    6.50%    $  9,487    5.18%    $  7,185    6.59%
Fees paid to
Correspondents.............   (1,646)  (1.81)%    (1,930)  (2.71)%     (3,643)  (1.99)%     (3,069)  (2.80)%
Fees and other.............       --      --         (19)  (0.05)%          5      --          (32)  (0.05)%
                             -------             -------             --------             --------
Net Premium................  $ 2,460    2.70%    $ 2,650    3.74%    $  5,849    3.19%    $  4,084    3.74%
                             =======             =======             ========             ========
RETAIL-SOURCED
Gross Sales Premiums.......  $   552    3.17%    $   912    5.88%    $  1,246    3.38%    $  1,384    5.62%
Points, fees and other.....      572    3.29%        442    2.85%       1,117    3.02%         651    2.64%
                             -------             -------             --------             --------
Net Premium................  $ 1,124    6.46%    $ 1,354    8.73%    $  2,363    6.40%    $  2,035    8.26%
                             =======             =======             ========             ========
</TABLE>

     The decrease in gross sales premiums is the result of a reduction in
pricing for subprime loans in the secondary market during the first half of 1999
as compared to 1998. This had a negative affect on gain on sale of loans, net
operating income and pretax income. Prices in the secondary market for subprime
loans began to sharply decline during the third quarter of 1998. Prices in the
secondary market for subprime loans continued to remain substantially lower than
levels experienced during the first half of 1998. A continued decline in prices
in the secondary market for subprime loans may have an adverse affect upon the
Company's operations, earnings and liquidity.

     Loan servicing and other fees totaled $2.8 million during the three months
ended June 30, 1999. Amortization of mortgage servicing rights totaling $1.2
million and $271,000 during the second quarter of 1999 and 1998, respectively.
During the six months ended June 30, 1999, loan servicing and other fees totaled
$4.9 million. Amortization of mortgage servicing rights totaled $2.3 million and
$468,000 for the six months ended June 30, 1999 and 1998, respectively. The
Company generally earns an annual 50 basis points on the outstanding principal
balance of each loan it services and retains the right to receive late fees and
other charges in connection with the servicing of such loans. At June 30, 1999,
the outstanding balance of the servicing portfolio totaled $2.8 billion, which
includes $2.5 billion of loans directly serviced by the Company and $337 million
of loans serviced by the Company's sub-servicer. The cost of the Company's loan
servicing operation is a component of general and administrative expenses and
the cost of sub-servicing is presented as a separate line item on the
consolidated statement of operations.

     Net interest income totaled $2.0 million during the second quarter of 1999,
a increase of $326,000 compared to the same period in 1998. During the six
months ended June 30, 1999, net interest income totaled $3.1 million, an
increase of $76,000 as compared to the same period in 1998.

                                       14
<PAGE>   16

     Expenses. The following table sets forth the components of the Company's
expenses for the periods indicated (dollars in thousands):

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED     SIX MONTHS ENDED
                                                           JUNE 30,              JUNE 30,
                                                      ------------------    ------------------
                                                       1999       1998       1999       1998
                                                      -------    -------    -------    -------
<S>                                                   <C>        <C>        <C>        <C>
Compensation expense................................  $13,216    $13,325    $27,565    $23,697
Premises and equipment expenses.....................    3,077      2,990      6,312      5,169
Other general and administrative expenses...........    2,105      2,868      4,734      4,808
                                                      -------    -------    -------    -------
          Total general and administrative
            expenses................................   18,398     19,183     38,611     33,674
Provision for losses................................    1,051      1,000      2,813      2,400
Sub-servicing costs.................................      869      1,138      1,933      1,784
                                                      -------    -------    -------    -------
          Total expense.............................  $20,318    $21,321    $43,357    $37,858
                                                      =======    =======    =======    =======
</TABLE>

     The following tables present certain data and statistics on the Company's
total general and administrative expenses by reportable segment for the periods
indicated.

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED JUNE 30,
                                                --------------------------------------------------------
                                                           1999                          1998
                                                --------------------------    --------------------------
                                                PER UNIT OF        % OF       PER UNIT OF        % OF
                                                 PRODUCTION     PRODUCTION     PRODUCTION     PRODUCTION
                                                ------------    ----------    ------------    ----------
<S>                                             <C>             <C>           <C>             <C>
Broker-sourced................................     $1,858          1.64%         $1,977          1.75%
Correspondent.................................        724          0.56             925          0.73
                                                   ------          ----          ------          ----
  Subtotal Wholesale..........................      1,731          1.50           1,873          1.64
Retail-sourced................................      6,844          6.02           9,589          7.46
                                                   ------          ----          ------          ----
  Total Production............................      1,874          1.63           2,042          1.78
Loan servicing(1).............................        141          0.12              --            --
Corporate support.............................        962          0.84           1,338          1.17
                                                   ------          ----          ------          ----
Total general and administrative expenses.....     $2,976          2.59%         $3,380          2.94%
                                                   ======          ====          ======          ====
</TABLE>

<TABLE>
<CAPTION>
                                                               SIX MONTHS ENDED JUNE 30,
                                                --------------------------------------------------------
                                                           1999                          1998
                                                --------------------------    --------------------------
                                                PER UNIT OF        % OF       PER UNIT OF        % OF
                                                 PRODUCTION     PRODUCTION     PRODUCTION     PRODUCTION
                                                ------------    ----------    ------------    ----------
<S>                                             <C>             <C>           <C>             <C>
Broker-sourced................................     $1,796          1.61%         $1,946          1.74%
Correspondent.................................        773          0.61           1,001          0.80
                                                   ------          ----          ------          ----
  Subtotal Wholesale..........................      1,680          1.48           1,862          1.65
Retail-sourced................................      7,022          5.92          10,347          7.87
                                                   ------          ----          ------          ----
  Total Production............................      1,816          1.60           2,023          1.78
Loan servicing(1).............................        124          0.11              --            --
Corporate support.............................      1,058          0.93           1,322          1.16
                                                   ------          ----          ------          ----
Total general and administrative expenses.....     $2,997          2.64%         $3,345          2.95%
                                                   ======          ====          ======          ====
</TABLE>

---------------
(1) The Company commenced the loan servicing segment in November 1998.

     Expenses for the Company's broker-sourced lending operations, including
allocated corporate support, as a percentage of broker-sourced production
totaled 2.63% during the second quarter of 1999 as compared to 2.96% during the
second quarter of 1998. During the six months ended June 30, 1999,
broker-sourced expenses including allocated corporate support as a percentage of
broker-sourced production totaled 2.60% as compared to 3.01% during the same
period in 1998. Correspondent expenses and allocated corporate support as a
percentage of correspondent production totaled 1.11% during the second quarter
of 1999 compared to 1.17% during the same period of 1998. During the six months
ended June 30, 1999, expenses for the Company's correspondent lending operations
including allocated corporate support, as a percentage of correspondent
production totaled 1.04% as compared to 1.35% during the same period in 1998.
Wholesale

                                       15
<PAGE>   17

general and administrative expenses, including allocated corporate support as a
percentage of production was 2.23% compared to 2.79% for the same period of
1998. During the six months ended June 30, 1999, wholesale general and
administrative expenses including allocated corporate support as a percentage of
production totaled 2.31% as compared to 2.78% during the same period in 1998.
The costs of loan servicing as a percent of the average amount of outstanding
principal serviced was 0.16% during the second quarter of 1999 or $175 per
average unit serviced. During the six months ended June 30, 1999 the costs of
loan servicing as a percent of the average amount of outstanding principal
serviced was 0.14% or $155 per average unit serviced.

     General and administrative expenses decreased by 4.1% during the second
quarter of 1999, compared to the same period in 1998. During the six months
ended June 30, 1999 the total dollar amount of general and administrative
expenses increased 14.7%, compared to the same period in 1998. Total general and
administrative expenses, expressed as a percentage of production, however,
decreased to 2.64%, compared to 2.95% for the six months ended June 30, 1999.

     Compensation expense remained consistent during the second quarter of 1999,
compared to the same period in 1998. During the six months ended June 30, 1999
compensation expense increased by 16.3%, compared to the same period in 1998.
The primary reason for such increase is growth in the number of employees
resulting from the Company's expansion of its loan production capabilities. The
number of employees totaled 846 at June 30, 1999, up from 683 at June 30, 1998.
The increase in compensation expense is also attributable to increases in
commissions paid to production employees. Both the growth in the number of
employees and the increased commissions are primarily related to increased loan
production and to the newly formed loan servicing segment during the three
months ended June 30, 1999 compared to the same period in 1998. At June 30,
1999, the Company had 54 employees assigned to the loan servicing division.

     Premises and equipment expenses increased by 2.9% during the second quarter
of 1999, compared to the same period in 1998. During the six months ended June
30, 1999 premises and equipment expenses increased by 22.1% compared to the same
period in 1998. Such increase reflects an increase in occupancy costs related to
growth in personnel forces to support the regional processing centers due to
increased loan production, the newly formed loan servicing segment, as well as
an increase in headquarters space to support the Company.

     Other general and administrative expenses decreased by 26.6% during the
second quarter of 1999, compared to the same period in 1998. During the six
months ended June 30, 1999 other general and administrative expenses decreased
by 1.5% compared to the same period in 1998. The decrease in other general and
administrative expenses is primarily the result of improvements in operational
processes.

     Provision for losses totaled $1.1 million for the three months ended June
30, 1999, as compared to $1.0 million in 1998. During the six months ended June
30, 1999, provision for losses increased to $2.8 million compared to $2.4
million for the same period in 1998. The Company provides market valuation
adjustments for loans held for sale and for liabilities associated with (i)
breaches of representations and warranties, (ii) first payment defaults and
(iii) repurchases of loans recorded as sold. At June 30, 1999, the Company had
$4.6 million of market valuation allowances on loans held for sale and $1.6
million of liabilities for potential repurchases of loans and breaches of
representations and warranties.

     As more fully discussed in Note 2 to the Company's Consolidated Financial
Statements, the Company had entered into an agreement with AMC pursuant to which
AMC agreed to sub-service mortgage loans originated or purchased by the Company.
The Company has agreed to pay AMC a 45 basis point annual servicing fee on the
outstanding principal balance of each loan sub-serviced. Such sub-servicing
costs for the three months ended June 30, 1999 and 1998 totaled $869,000 and
$1.1 million, respectively.

                                       16
<PAGE>   18

     The table below presents the Company's direct expenses by reportable
segment for the periods indicated (dollars in thousands):

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED     SIX MONTHS ENDED
                                                           JUNE 30,              JUNE 30,
                                                      ------------------    ------------------
                                                       1999       1998       1999       1998
                                                      -------    -------    -------    -------
<S>                                                   <C>        <C>        <C>        <C>
Broker-sourced......................................  $11,411    $10,582    $21,826    $19,157
Correspondent.......................................      660        533      1,305        974
                                                      -------    -------    -------    -------
  Subtotal Wholesale................................   12,071     11,115     23,131     20,131
Loan servicing......................................    1,738      1,188      3,524      1,834
Other...............................................    6,509      9,018     16,702     15,893
                                                      -------    -------    -------    -------
          Total Expenses............................  $20,318    $21,321    $43,357    $37,858
                                                      =======    =======    =======    =======
</TABLE>

     The Company allocates specific provisions for losses to each respective
segment. Unallocated provisions are included in Other. Sub-servicing costs are
allocated to the Loan servicing segment. Corporate support is allocated to the
Other category.

     Income Taxes. During the second quarter of 1998, the Company engaged its
external tax advisors to perform a study on its state income tax filing
methodologies and to assist with the filing of its initial state income tax
returns in those states where the Company had significant operations. Prior to
the completion of this analysis, the Company estimated its combined income tax
rate to be 42.0%. The study was completed during the third quarter of 1998 and
indicated that the Company's actual income tax expense should be approximately
40% to 41%. Applying the lower effective annual tax rate to the Company's 1999
operations resulted in the Company's income tax expense declining to 40.5% from
42.0% of pre-tax earnings during the second quarter of 1999 compared to the same
period in 1998.

FINANCIAL CONDITION

     A substantial portion of the Company's cash and cash equivalents are
maintained in an account with its warehouse lender. The Company earns interest
on these funds at a yield that approximates the 30 day reserve adjusted London
Inter-Bank Offered Rate ("LIBOR"). At June 30, 1999, cash and cash equivalents
included $22.5 million in funds which were borrowed from its warehouse lender
for the funding of loans. Such borrowings were not needed and were repaid to the
warehouse lender the following business day.

     Loans held for sale decreased by $18.1 million as of June 30, 1999, as
compared to December 31, 1998. As of June 30, 1999, $31.0 million of loans held
for sale were delinquent 31 days or more. Loans held for sale are valued at the
lower of their historical cost basis or market value, determined on an aggregate
basis. At June 30, 1999, the Company's market valuation allowance on loans held
for sale totaled $4.6 million.

     Receivable from the sales of loans represents the proceeds from the sales
of loans that have not been received by the Company from the purchaser. At June
30, 1999, receivable from the sales of loans totaled $192.3 million compared to
$186.8 million at December 31, 1998. Such balances normally are collected within
a 30-day period from month-end. As of July 16, 1999, all proceeds related to the
receivable from the sales of loans at June 30, 1999 had been collected.

     At June 30, 1999, the Company had recorded $15.5 million of capitalized
mortgage servicing rights. When the Company sells its loans, it typically
retains approximately 50 basis points of servicing. Additionally, the Company
generally retains the right to receive late fees and other charges in connection
with the servicing of the loans. Capitalized mortgage servicing rights are
subject to downward valuation in the event that the market value of the
servicing is lower than the recorded amounts, which typically occurs when the
related loans have higher ratios of loss (charge-offs) and/or rates of
prepayment than had been predicted at the time of sale.

     Warehouse financing facility increased $9.4 million over the 1998 year-end
level as a result of an increase in the receivable from the sales of loans over
the same comparative period, and increased utilization of the facility rather
than cash.

                                       17
<PAGE>   19

LIQUIDITY AND CAPITAL RESOURCES

     The Company had $46.9 million in cash and cash equivalents at June 30,
1999. The Company has historically generated positive cash flow. Sources of cash
include loan sales, net interest income and borrowings. Uses of cash include the
funding of loan originations and purchases, repayment of borrowings and related
interest expense, operating and administrative expenses, income tax and capital
expenditures.

     The Company funds its lending operations through its revolving warehouse
credit facility under which it borrows money to finance the origination and
purchase of loans. Additionally, the Company may utilize cash reserves to fund
loan production in order to maximize the return on excess liquidity. The Company
repays borrowings with the proceeds from loan sales. During the three months
ended June 30, 1999 and 1998, the Company used cash in the amount of $710.7
million and $651.7 million, respectively, for new loan originations and
purchases. During the same periods, the Company received cash proceeds from the
sale of loans of $722.6 million and $646.3 million, respectively, representing
the principal balance of loans sold. The Company received cash proceeds from the
premiums on such loans sales of $26.0 million and $37.8 million, respectively,
for the six months ended June 30, 1999 and 1998. During the six months ended
June 30, 1999 and 1998, the Company used cash in the amount of $1.5 billion and
$1.1 billion, respectively, for new loan originations and purchases. During the
same periods, the Company received cash proceeds from the sale of loans of $1.5
billion and $1.1 billion, respectively, representing the principal balance of
loans sold. The Company received cash proceeds from the premiums on such loans
sales of $59.1 million and $65.8 million, respectively, for the six months ended
June 30, 1999 and 1998.

     The Company has four primary sources of funding (i) a committed $325
million revolving warehouse facility provided by a syndicate of banks, led by
Chase Bank of Texas, (ii) a $250 million committed warehouse facility from an
investment banking firm, (iii) $200 million of uncommitted repurchase
facilities, and (iii) the Company's excess liquidity. These facilities have a
variety of financial and compliance covenants and the Company met or exceeded
all of these covenants at June 30, 1999. These facilities bear interest at a
specified margin over one month LIBOR. The weighted average cost of funds for
these facilities was 6.29% at June 30, 1999. During the first six months of
1999, the Company increased its warehouse funding capacity by $375 million. At
June 30, 1999, the Company had utilized $18.3 million of its excess liquidity to
fund loans.

     The Company believes that sufficient cash from operations and borrowings
will be generated to fund operations. However, the Company's ability to continue
to originate and purchase loans is dependent in large part upon its ability to
sell the loans at a sufficient premium in order to generate cash proceeds to
repay borrowings under the warehouse financing facility, thereby creating
borrowing capacity to fund new originations and purchases. The value of and
market for the Company's loans are dependent upon a number of factors, including
the loan-to-value ratios and interest rates on the loans, general economic
conditions, interest rates and government regulations. Adverse changes in such
factors may affect the Company's ability to sell loans for acceptable prices
within a reasonable period of time. A prolonged, substantial reduction in the
size of the secondary market for loans of the type originated or purchased by
the Company may adversely affect the Company's ability to sell loans in the
secondary market with a consequent adverse impact on the Company's results of
operations, financial condition and ability to fund future originations and
purchases.

     The secondary market for subprime mortgages has declined and current market
prices for subprime loans are substantially lower than those reported by the
Company during previous quarters. Excess product and low demand has caused
pricing for loans, similar to those originated by the Company, to substantially
decline. There can be no assurance provided that the Company will be able to
sell its loans in the secondary market at a price near recent levels. A material
decline in such prices could have a material adverse impact on the Company's
results of operations and liquidity.

YEAR 2000

     The Company is aware of ensuing issues involving the upcoming date change
from December 31, 1999 to January 1, 2000 ("Year 2000") and the effect of such
change on the Company's information systems. The Company established a task
force to evaluate the internal information technology (IT) and non-IT systems

                                       18
<PAGE>   20

that could be affected by such date change and also identified the external
systems that are critical to the Company's operations. An assessment of the
readiness of the Company's suppliers is ongoing.

     During 1998, the Company implemented and upgraded several of its core
systems in its effort to establish fully independent operations from its
predecessor company. The IT infrastructure was designed to be fully compliant
with the Year 2000 date change. The software packages selected by the Company as
part of establishing independent operations were chosen in part based on being
Year 2000 compliant. This software includes the Company's accounting, treasury,
human resources, payroll, and network management software.

     The Company's plan for Year 2000 readiness has three phases. Phase one
involves identifying and remediating the internal systems and processes that
must be Year 2000 compliant. Phase one has been completed. Phase two consists of
testing both the internal and external systems. Although the Company has
completed the development of its testing facility and has completed testing on
its major systems. The Company intends to test its systems throughout the
remainder of 1999 to ensure that system and software upgrades are fully
compliant. Phase three consists of developing a contingency plan for those
external systems or suppliers that are critical for the Company to operate, but
are not yet Year 2000 compliant. The Company has finalized these plans.

     The Company does not anticipate the cost of addressing all the issues
associated with becoming Year 2000 compliant will have a material impact on its
financial condition, results of operations or liquidity in any single year. The
Company's estimates are based upon the assumption that its major third party
suppliers are or become Year 2000 compliant within the time frame outlined
above. The Company has requested that its major third party suppliers provide
details of their Year 2000 compliance program and schedule of testing. In the
event any of these vendors are unable to become compliant the Company may incur
additional costs.

     Although the Company has taken steps to identify, evaluate and remediate
its Year 2000 compliance issues, it is possible that certain of its suppliers
and/or systems may not be Year 2000 compliant by January 1, 2000. These
suppliers provide the Company with computer processing systems, banking and
financial systems, and utility infrastructure. In the event that any of these
suppliers and/or systems are not Year 2000 compliant as of January 1, 2000, the
Company may be exposed to an impairment of its: (i) operations, (ii) business
processes, (iii) ability to meet its financial obligations. The impairment in
any of these areas could have a material adverse effect on the Company's
financial condition, results of operations and liquidity. The Company is
assessing these risks and has created contingency plans intended to address such
risks.

     Forward looking information: Certain disclosures made by the Company in
this report and in other reports and statements released by the Company,
including the Company's recent filing on Form 10-K as of and for the period
ended December 31, 1998, are and will be forward-looking in nature, such as
comments which express the Company's opinion about trends and factors which may
impact future operating results. Disclosures which use words such as the Company
"believes," "anticipates," "expects" and similar expressions are intended to
identify forward-looking statements. Such statements are subject to certain
risks and uncertainties which could cause actual results to differ materially
from expectations. Any forward-looking statements, whether made in this report
or elsewhere, should be considered in context with the various disclosures made
by the Company about its business.

ACCOUNTING CONSIDERATIONS

     In June 1998, the FASB issued No. 133, Accounting for Derivative
Instruments and Hedging Activities, which was to be effective for annual periods
beginning after June 15, 1999 and has been delayed to June 15, 2000. The delay,
published as FASB No. 137, Deferral of the Effective Date of FASB Statement NO.
133 -- an amendment of FASB Statement No. 133, applies to quarterly and annual
financial statements. This statement establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. The Company has not yet
adopted SFAS 133.

                                       19
<PAGE>   21

                            SELECTED FINANCIAL DATA
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED
                                                     JUNE 30,          SIX MONTHS ENDED JUNE 30,
                                               --------------------    --------------------------
                                                 1999        1998         1999           1998
                                               --------    --------    -----------    -----------
<S>                                            <C>         <C>         <C>            <C>
STATEMENT OF OPERATIONS DATA:
Loans originated and purchased...............  $710,705    $651,691    $1,462,959     $1,142,749
Loan sales...................................   722,616     646,275     1,464,620      1,128,719
Return on average assets.....................     8.80%      14.12%         9.72%         12.64%
Return on average equity.....................    18.87%      31.20%        22.04%         27.34%
G&A expenses as a % of originations..........     2.59%       2.94%         2.64%          2.95%
Net gain on sale of loans as a % of loans
  sold.......................................     3.47%       4.89%         3.89%          4.92%
Net earnings as a % of production............     0.71%       1.14%         0.79%          1.12%
</TABLE>

<TABLE>
<CAPTION>
                                                              JUNE 30,      DECEMBER 31,
                   AS OF DATES PRESENTED:                       1999            1998
                   ----------------------                     --------      ------------
<S>                                                           <C>           <C>
STATEMENT OF FINANCIAL CONDITION DATA:
Cash and cash equivalents...................................  $ 46,944        $ 24,941
Loans held for sale.........................................    41,070          59,148
Capitalized mortgage servicing rights.......................    15,508           9,806
Deferred income taxes.......................................    31,323          32,523
Total assets................................................   346,430         328,595
Warehouse financing facility................................   221,137         211,787
Total liabilities...........................................   235,251         228,969
Stockholders' equity........................................   111,179          99,626
OPERATING DATA:
Sales associates............................................       295             327
Book value per share........................................  $   4.92        $   4.41
Equity to Asset Ratio.......................................    32.09%          30.32%
</TABLE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The table below presents information about the Company's financial
instruments subject to market risk at June 30, 1999 and at December 31, 1998
including the market value and interest rate of these instruments. The
contractual terms, accounting policies, and other data concerning these
instruments is disclosed in the Company's latest Form 10-K filed with the
Securities Exchange Commission. The Company's receivable from the sales of loans
and mortgage warehouse lines of credit are subject to interest rate risk;
however, such obligations reprice frequently and are short-term in duration and
accordingly the risk is not material.

<TABLE>
<CAPTION>
                                                              JUNE 30,   DECEMBER 31,
             MARKET RISK SENSITIVE INSTRUMENTS                  1999         1998
             ---------------------------------                --------   ------------
                                                              (DOLLARS IN THOUSANDS)
<S>                                                           <C>        <C>
ASSETS
Loans Held for Sale
  Fair value................................................  $41,070      $59,148
  Weighted average interest rate............................    10.80%       10.41%
Capitalized mortgage servicing rights
  Fair value................................................  $15,508      $ 9,806
  Discount rate.............................................    14.00%       14.00%
</TABLE>

                                       20
<PAGE>   22

     The Company does have exposure to market risk in a number of areas,
including: (i) the secondary market for subprime loans; (ii) the origination
market for subprime mortgages; (iii) the market for residential one-to four-unit
single-family real estate in those geographic regions where the Company
originates loans; (iv) the interest rate environment for subprime mortgages and
the interest expense on the Company's borrowings. To manage its market risks the
Company generally enters into forward sale commitments of loans 30-120 days in
advance of funding the loans. At the time of the forward sales commitment, the
Company estimates its expected volume of loan production and closely monitors
the level of production against the amount of the unfilled purchase commitments.
The objective of this strategy is to have a purchase commitment for each loan at
the time of origination. A discussion of these risks is presented in
Management's Discussion and Analysis of Financial Condition, Results of
Operations, Liquidity and Capital Resources in this report and in the report
FORM 10-K as of December 31, 1998.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Not Applicable.

ITEM 2. CHANGES IN SECURITIES

     Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

     Not Applicable

ITEM 5. OTHER INFORMATION

     Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                            DESCRIPTION
    -------                           -----------
    <C>       <S>
      *3.1    Amended and Restated Certificate of Incorporation of Long
              Beach Financial Corporation
      *3.2    Bylaws of Long Beach Financial Corporation
      *4.1    Specimen of the Common Stock of Long Beach Financial
              Corporation
     *10.1    Administrative Services Agreement among Long Beach Mortgage
              Company, Long Beach Financial Corporation and Ameriquest
              Mortgage Corporation
     *10.2    Form of Master Sub-Servicing Agreement, between Long Beach
              Mortgage Company and Ameriquest Mortgage Corporation
     *10.3    4/97 Senior Secured Credit Agreement, among Ameriquest
              Mortgage Corporation and Texas Commerce Bank National
              Association, as Lender and Agent
     *10.4    Form of Director/Officer Indemnification Agreement
     *10.5    Contribution Agreement, between Ameriquest Capital
              Corporation, Long Beach Mortgage Company, Long Beach
              Financial Corporation and Ameriquest Mortgage Corporation
     *10.6    1997 Stock Incentive Plan
</TABLE>

                                       21
<PAGE>   23

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                            DESCRIPTION
    -------                           -----------
    <C>       <S>
     *10.7    Employment Agreement, between Long Beach Financial
              Corporation, Ameriquest Mortgage Corporation and M. Jack
              Mayesh
     *10.8    Employment Agreement, between Long Beach Financial
              Corporation, Ameriquest Mortgage Corporation and Edward
              Resendez
     *10.9    Employment Agreement, between Long Beach Financial
              Corporation, Ameriquest Mortgage Corporation and Frank J.
              Curry
     *10.10   Employment Agreement, between Long Beach Financial
              Corporation, Ameriquest Mortgage Corporation and James H.
              Leonetti
     *10.11   Employment Agreement, between Long Beach Financial
              Corporation, Ameriquest Mortgage Corporation and James J.
              Sullivan
     *10.12   Department of Justice Settlement Agreement
     *10.13   Employment Agreement, between Long Beach Financial
              Corporation, Long Beach Mortgage Company and William K.
              Komperda.
     *10.14   Form of Amendment to Employment Agreement, among Long Beach
              Financial Corporation, Long Beach Mortgage Company and each
              of M. Jack Mayesh, Edward Resendez, Frank J. Curry, James H.
              Leonetti, and James J. Sullivan.
     *10.15   4/98 Amended and Restated Senior Secured Credit Agreement,
              among Long Beach Mortgage Company and Chase Bank of Texas,
              as Lender and Agent.
     *10.16   Amended and Restated Employment Agreement, between Long
              Beach Financial Corporation, Long Beach Mortgage Company and
              M. Jack Mayesh.
     *10.17   Amended and Restated Employment Agreement, between Long
              Beach Financial Corporation, Long Beach Mortgage Company and
              Edward Resendez.
     *10.18   Amended and Restated Employment Agreement, between Long
              Beach Financial Corporation, Long Beach Mortgage Company and
              Frank J. Curry.
     *10.19   Amended and Restated Employment Agreement, between Long
              Beach Financial Corporation, Long Beach Mortgage Company and
              William K. Komperda.
     *10.20   Amended and Restated Employment Agreement, between Long
              Beach Financial Corporation, Long Beach Mortgage Company and
              James H. Leonetti.
     *10.21   Amended and Restated Employment Agreement, between Long
              Beach Financial Corporation, Long Beach Mortgage Company and
              James J. Sullivan.
     *10.22   Employment Agreement, between Long Beach Financial
              Corporation, Long Beach Mortgage Company and Elizabeth A.
              Wood.
     *10.23   Supplement Agreement to Master Sub-Servicing Agreement
              between Long Beach Mortgage Company and Ameriquest Mortgage
              Company.
     *10.24   Master Repurchase Agreement between Merrill Lynch Mortgage
              Capital Inc., Merrill Lynch Credit Corporation and Long
              Beach Mortgage Company.
</TABLE>

                                       22
<PAGE>   24

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                            DESCRIPTION
    -------                           -----------
    <C>       <S>
     *10.25   Purchase and Sale Agreement between Salomon Brothers Realty
              Corp. and Long Beach Mortgage Company.
      10.26   Form of Amendment to Employment Agreement, among Long Beach
              Financial Corporation, Long Beach Mortgage Company and each
              of M. Jack Mayesh, Edward Resendez, Frank J. Curry, William
              K. Komperda, James H. Leonetti, James J. Sullivan and
              Elizabeth A. Wood.
      10.27   4/99 Amended and Restated Senior Secured Credit Agreement,
              among Long Beach Mortgage Company and Chase Bank of Texas,
              as Lender and Agent.
      10.28   Master Loan and Security Agreement, among Long Beach
              Mortgage Company and Morgan Stanley Mortgage Capital Inc.,
              as Borrower and Lender.
      27      Financial Data Schedule
</TABLE>

---------------
* Previously filed.

(b) Reports on Form 8-K

     Agreement and Plan of Merger By and Between Washington Mutual, Inc. and
     Long Beach Financial Corporation filed on May 24, 1999

                                       23
<PAGE>   25

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf of the undersigned
thereunto duly authorized, in the City of Orange, State of California.

                                          LONG BEACH FINANCIAL CORPORATION
                                          (Registrant)

Date: August 10, 1999                     By: /s/ M. JACK MAYESH

                                            ------------------------------------
                                            M. Jack Mayesh
                                            Chairman and Chief Executive Officer

Date: August 10, 1999                     By: /s/ JAMES H. LEONETTI

                                            ------------------------------------
                                            James H. Leonetti
                                            Senior Vice President and Chief
                                              Financial Officer

                                       24
<PAGE>   26

                                 EXHIBITS INDEX

<TABLE>
<CAPTION>
                                                                         SEQUENTIALLY
EXHIBIT                                                                    NUMBERED
NUMBER                             DESCRIPTION                               PAGE
-------                            -----------                           ------------
<C>        <S>                                                           <C>
  *3.1     Amended and Restated Certificate of Incorporation of Long
           Beach Financial Corporation.................................
  *3.2     Bylaws of Long Beach Financial Corporation..................
  *4.1     Specimen of the Common Stock of Long Beach Financial
           Corporation.................................................
 *10.1     Administrative Services Agreement among Long Beach Mortgage
           Company, Long Beach Financial Corporation and Ameriquest
           Mortgage Corporation........................................
 *10.2     Form of Master Sub-Servicing Agreement, between Long Beach
           Mortgage Company and Ameriquest Mortgage Corporation........
 *10.3     4/97 Senior Secured Credit Agreement, among Ameriquest
           Mortgage Corporation and Texas Commerce Bank National
           Association, as Lender and Agent............................
 *10.4     Form of Director/Officer Indemnification Agreement..........
 *10.5     Contribution Agreement, between Ameriquest Capital
           Corporation, Long Beach Mortgage Company, Long Beach
           Financial Corporation and Ameriquest Mortgage Corporation...
 *10.6     1997 Stock Incentive Plan...................................
 *10.7     Employment Agreement, between Long Beach Financial
           Corporation, Ameriquest Mortgage Corporation and M. Jack
           Mayesh......................................................
 *10.8     Employment Agreement, between Long Beach Financial
           Corporation, Ameriquest Mortgage Corporation and Edward
           Resendez....................................................
 *10.9     Employment Agreement, between Long Beach Financial
           Corporation, Ameriquest Mortgage Corporation and Frank J.
           Curry.......................................................
 *10.10    Employment Agreement, between Long Beach Financial
           Corporation, Ameriquest Mortgage Corporation and James H.
           Leonetti....................................................
 *10.11    Employment Agreement, between Long Beach Financial
           Corporation, Ameriquest Mortgage Corporation and James J.
           Sullivan....................................................
 *10.12    Department of Justice Settlement Agreement..................
 *10.13    Employment Agreement, between Long Beach Financial
           Corporation, Long Beach Mortgage Company and William K.
           Komperda....................................................
 *10.14    Form of Amendment to Employment Agreement, among Long Beach
           Financial Corporation, Long Beach Mortgage Company and each
           of M. Jack Mayesh, Edward Resendez, Frank J. Curry, James H.
           Leonetti, and James J. Sullivan.............................
 *10.15    4/98 Amended and Restated Senior Secured Credit Agreement
           among Long Beach Mortgage Company and Chase Bank of Texas,
           as Lender and Agent.........................................
 *10.16    Amended and Restated Employment Agreement, between Long
           Beach Financial Corporation, Long Beach Mortgage Company and
           M. Jack Mayesh..............................................
 *10.17    Amended and Restated Employment Agreement, between Long
           Beach Financial Corporation, Long Beach Mortgage Company and
           Edward Resendez.............................................
 *10.18    Amended and Restated Employment Agreement, between Long
           Beach Financial Corporation, Long Beach Mortgage Company and
           Frank J. Curry..............................................
 *10.19    Amended and Restated Employment Agreement, between Long
           Beach Financial Corporation, Long Beach Mortgage Company and
           William K. Komperda.........................................
 *10.20    Amended and Restated Employment Agreement, between Long
           Beach Financial Corporation, Long Beach Mortgage Company and
           James H. Leonetti...........................................
</TABLE>

                                       25
<PAGE>   27

<TABLE>
<CAPTION>
                                                                         SEQUENTIALLY
EXHIBIT                                                                    NUMBERED
NUMBER                             DESCRIPTION                               PAGE
-------                            -----------                           ------------
<C>        <S>                                                           <C>
 *10.21    Amended and Restated Employment Agreement, between Long
           Beach Financial Corporation, Long Beach Mortgage Company and
           James J. Sullivan...........................................
 *10.22    Employment Agreement, between Long Beach Financial
           Corporation, Long Beach Mortgage Company and Elizabeth A.
           Wood........................................................
 *10.23    Supplement Agreement to Master Sub-Servicing Agreement
           between Long Beach Mortgage Company and Ameriquest Mortgage
           Company.....................................................
 *10.24    Master Repurchase Agreement between Merrill Lynch Mortgage
           Capital Inc., Merrill Lynch Credit Corporation and Long
           Beach Mortgage Company......................................
 *10.25    Purchase and Sale Agreement between Salomon Brothers Realty
           Corp. and Long Beach Mortgage Company.......................
  10.26    Form of Amendment to Employment Agreement, among Long Beach
           Financial Corporation, Long Beach Mortgage Company and each
           of M. Jack Mayesh, Edward Resendez, Frank J. Curry, William
           K. Komperda, James H. Leonetti, James J. Sullivan and
           Elizabeth A. Wood...........................................
  10.27    4/99 Amended and Restated Senior Secured Credit Agreement,
           among Long Beach Mortgage Company and Chase Bank of Texas,
           as Lender and Agent.........................................
  10.28    Master Loan and Security Agreement, among Long Beach
           Mortgage Company and Morgan Stanley Mortgage Capital Inc.,
           as Borrower and Lender......................................
  27       Financial Data Schedule.....................................
</TABLE>

---------------
* Previously filed.

                                       26