OCWEN ASSET INVESTMENT CORP
8-K, 1999-07-28
REAL ESTATE INVESTMENT TRUSTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT


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

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

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 28, 1999


                          OCWEN ASSET INVESTMENT CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



     VIRGINIA                        001-14043                   65-0736120
 (State or other                    (Commission               (I.R.S. Employer
   jurisdiction                     File Number)             Identification No.)
 of incorporation)


                              THE FORUM, SUITE 1000
         1675 PALM BEACH LAKES BOULEVARD, WEST PALM BEACH, FLORIDA      33401
               (Address of principal executive office)                (Zip Code)


                                 (561) 682-8000
              (Registrant's telephone number, including area code)


                                       N/A
          (Former name or former address, if changed since last report)


<PAGE>

ITEM 5.  OTHER EVENTS

News release of Ocwen Asset Investment  Corp.,  dated July 28, 1999,  announcing
second quarter 1999 results is attached hereto and filed herewith as Exhibit 99.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (a)      Financial Statements.

                  Not Applicable.

         (b)      Pro Forma Financial Information.

                  Not Applicable

         (c)      Exhibits

                  (99)  News release of Ocwen Asset  Investment Corp. dated July
                        28, 1999, announcing second quarter 1999 results.



                                       2
<PAGE>

                                   SIGNATURES


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


                                   OCWEN ASSET INVESTMENT CORP.
                                   (Registrant)


Date:  July 28, 1999               By:  /s/ MARK S. ZEIDMAN
                                        ----------------------------------------
                                   Name:    Mark S. Zeidman
                                   Title:   Senior Vice President and
                                            Chief Financial Officer


                                       3

<PAGE>



                                INDEX TO EXHIBIT



 Exhibit No.   Description                                                  Page
 -----------   -----------                                                  ----

      99       News  release of Ocwen Asset  Investment  Corp.  dated         5
               July 28, 1999, announcing second quarter 1999 results.


                                       4

================================================================================
  [GRAPHIC OMITTED]                                 OCWEN ASSET INVESTMENT CORP.
  [OCWEN LOGO]
- --------------------------------------------------------------------------------

  FOR IMMEDIATE RELEASE                     FOR FURTHER INFORMATION, CONTACT:
                                               A. RICHARD HURWITZ
                                               VP, CORPORATE COMMUNICATIONS
                                               T: (561) 682-8575
                                               E: [email protected]


        OCWEN ASSET INVESTMENT CORP. REPORTS 1999 SECOND QUARTER RESULTS

West Palm Beach, FL - July 28, 1999 Ocwen Asset  Investment  Corp.  (NYSE:  OAC)
(the "Company")  reported a 1999 second quarter net loss of $(18.2) million,  or
$(0.96) per diluted share,  compared to net income of $6.6 million, or $0.35 per
diluted share,  for the same period a year ago.  Excluding  losses on securities
available for sale, 1999 second quarter net income would have been $3.7 million,
or $0.19 per diluted share, compared to $6.6 million, or $0.35 per diluted share
for the same period a year ago.

For the six months ended June 30,  1999,  the net loss was $(19.0)  million,  or
$(1.00) per diluted share,  compared to a net loss of $(3.9) million, or $(0.20)
per  diluted  share,  for the  same  period  a year  ago.  Excluding  losses  on
securities  available  for sale,  for the six months  ended June 30,  1999,  net
income was $10.5 million, or $0.55 per diluted share, compared to $12.9 million,
or $0.68 per diluted share, for the same period a year ago.

LOSSES ON SECURITIES AVAILABLE FOR SALE
During the 1999 second quarter,  OAC incurred net losses of $23.9 million on its
securities  available for sale portfolio which were comprised of a $19.0 million
writedown of its residential  subprime and residual  mortgage-backed  securities
and a $4.9 million writedown of its commercial  mortgage-backed  securities. For
the six months ended June 30, 1999, net losses on securities  available for sale
were $31.4 million, compared to $17.1 million for the same period a year ago.

<TABLE>
<CAPTION>
SELECTED OPERATING RESULTS:
                                                           Three Months Ended June 30,        Six Months Ended June 30,
                                                          ----------------------------       ----------------------------
Dollars in thousands, except per share data                   1999            1998               1999            1998
- -------------------------------------------------------   ------------    ------------       ------------    ------------
<S>                                                       <C>             <C>                <C>             <C>
   Net interest income before provision for loan losses   $      8,766    $      9,779       $     18,220    $     16,558
   Real estate (loss) income, net .....................           (673)           (255)              (494)            548
   Other expenses .....................................          3,924           2,266              6,782           3,360
   (Losses) on securities .............................        (23,907)             --            (31,362)        (17,077)
   Minority interest in net (loss) income of
     consolidated subsidiary ..........................          1,792            (511)             1,946            (321)
   Net (loss) income ..................................        (18,167)          6,646            (18,951)         (3,858)
   Net income excluding writedown of securities
     available for sale ...............................          3,658           6,646             10,458          12,923

PER SHARE DATA:
   Net (loss) earnings  per diluted share .............          (0.96)           0.35              (1.00)          (0.20)
   Dividends ..........................................             --            0.49(1)              --            0.74(1)
   Weighted average common shares
     outstanding (diluted) ............................     18,965,000      19,088,026         18,965,000      18,965,000
</TABLE>

(1) Includes June 1998 special  dividend of $0.08 per share  attributable to the
Company's remaining undistributed 1997 taxable income.

                                        5
<PAGE>

Ocwen Asset Investment Corp.
1999 Second Quarter Results

RECENT DEVELOPMENTS
OAC and Ocwen Financial Corporation (NYSE: OCN), announced on July 26, 1999 that
they have signed a definitive merger agreement  providing for OCN to acquire OAC
for 0.71  shares of OCN common  stock for each  outstanding  share of OAC common
stock  (other  than those OAC  shares  owned by OCN or its  subsidiaries).  This
exchange  ratio  represents a $5.50 price per share or an approximate 19 percent
premium to the closing  price of $4 5/8 for OAC common  stock on July 23,  1999,
based on the closing price of $7 3/4 for OCN common on that date.

The merger agreement  contemplates  that, except in certain  circumstances,  OAC
would declare and set a record date for the final 1998 dividend required for OAC
to maintain its status as a REIT under the federal tax  provisions  prior to the
consummation  of the merger.  The final 1998  dividend has been  deferred by the
Board of Directors of OAC and is expected to be approximately  $15.5 million, or
$0.82 per share. There can be no assurance,  however, as to whether or when that
dividend will actually be paid. The merger, which is structured to be taxable to
the OAC  shareholders,  is  expected  to close in the  fourth  quarter  of 1999,
subject to antitrust  approvals and the approval of the  shareholders of each of
OCN and OAC.


SELECTED REVIEW OF LIQUIDITY POSITION
At June 30, 1999, the Company had cash and cash equivalents of $32.4 million and
a debt to equity  ratio of 2.6 to 1,  compared to cash and cash  equivalents  of
$53.4  million and a debt to equity ratio of 2.9 to 1 at December  31, 1998.  At
June 30,  1999,  OAC's book value per share was  $10.97,  compared  to $11.66 at
December 31, 1998. At June 30, 1999,  the net worth of the  Company's  operating
partnership  exceeded  the levels  required  by the net worth  covenants  of the
Company's various debt agreements.

SELECTED FUNDING REQUIREMENTS THROUGH JUNE 30, 2000:
 (Dollars in millions)

Maturing repurchase agreements ................               $  62.3
Construction/renovation funding commitments....     44.7
         Less available lines of credit .......    (11.7)        33.0
                                                   -----      -------
Total funding requirements ....................                  95.3
         Less cash and cash equivalents........                 (32.4)
                                                              -------
Funding deficit................................               $  62.9
                                                              =======

In addition,  and as discussed  above,  the amount of OAC's  deferred final 1998
dividend is expected to be  approximately  $15.5  million,  or $0.82 per diluted
share.

SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
Securities  sold under  agreements to repurchase  were $73.9 million at June 30,
1999,  compared to $138.6 million at December 31, 1998.  These  obligations were
secured by certain of OAC's investments in subordinated  interests in commercial
mortgage-backed  securities,  residual  interests in subprime  residential  loan
securitizations, and U.K. mortgage loan residual securities. The following table
summarizes  the maturity  dates of OAC's  securities  sold under  agreements  to
repurchase  and the fair value of the related  collateral  securities as of June
30, 1999:

(Dollars in millions)                                 Fair Value of Collateral
                                                     --------------------------
                                      Outstanding    Commercial     Residential
Maturity Date                          Borrowing     Securities     Securities
- ------------------------------        -----------    ----------     -----------
Within 1 month ...............         $   46.2      $     74.4     $      8.6
2 - 5 months .................             11.6            14.5             --
6 - 12 months ................              4.5              --           69.8
More than 1 year .............             11.6              --           49.3
                                       --------       ---------     ----------
Total ........................         $   73.9      $     88.9     $    127.7
                                       ========      ==========     ==========

Currently, interest payments with respect to these obligations are approximately
$0.7 million per month  (which  assumes that the  repurchase  agreements,  which
mature within 30 days, are renewed at approximately the same rate of interest).

                                       6

<PAGE>
Ocwen Asset Investment Corp.
1999 Second Quarter Results

OBLIGATIONS OUTSTANDING UNDER LINES OF CREDIT
Obligations  outstanding under lines of credit amounted to $41.0 million at June
30, 1999, compared to $34.5 million at December 31, 1998. These obligations were
incurred  pursuant  to  a  three-year  agreement,  which  is  collateralized  by
commercial loans and is described below.

OBLIGATIONS OUTSTANDING UNDER LINES OF CREDIT - SECURED BY REAL ESTATE
Obligations outstanding under lines of credit secured by real estate amounted to
$143.8  million at June 30,  1999,  compared to $142.6  million at December  31,
1998.  These borrowings have three-year terms and interest rates that float with
LIBOR.  Set forth below is information  regarding  OAC's  mortgage  indebtedness
relating to its investment in real estate at June 30, 1999:

<TABLE>
<CAPTION>
(Dollars in millions)                      Principal            Interest             Maturity           Annual
Property                                    Amount                Rate                 Date             Payment
- ------------------------------------      ----------        ----------------       -------------       --------
<S>                                        <C>              <C>                    <C>                <C>
Bush Street Property................       $75.0            LIBOR plus 1.75%       April 2001(2)       $5.0 (3)
Other...............................       $68.8 (1)        LIBOR plus 1.75%       June 2001 (2)       $4.6 (3)
</TABLE>

1)   Represents the portion of the  outstanding  balance that is secured by real
     estate  under a $200 million  line of credit.  As of June 30,  1999,  OAC's
     investments in Cortez Plaza,  450 Sansome Street,  10 UN Plaza,  Prudential
     Plaza,  and 690 Market Street  secured this loan,  and an additional  $41.0
     million  was  borrowed  and  secured  by  commercial  mortgage  loans.  The
     aggregate balance amounted to $109.8 million at June 30, 1999.
2)   Subject to certain  conditions,  OAC may  extend the  maturity  date by one
     year.
3)   Annual interest payment based on the interest rate in effect as of June 30,
     1999.

SELECTED REVIEW OF OPERATING RESULTS

NET INTEREST INCOME
Net interest income before  provision for loan losses  decreased $1.0 million to
$8.8 million  during the second  quarter of 1999,  compared to the same period a
year ago. The net interest income decrease was due to a $106.8 million  increase
in the average balances of  interest-bearing  liabilities and an increase in the
cost of funds  primarily  related  to the  issuance  in July  1998 of the  11.5%
Redeemable Notes due 2005,  mitigated by the bonds-match  funded loan agreement.
The net  interest  spread  decreased  81 basis  points  from 4.60% in the second
quarter of 1998 to 3.79% in the  second  quarter of 1999.  Net  interest  income
before provision for loan losses increased $1.7 million to $18.2 million for the
six months ended June 30, 1999, compared to the same period a year ago.

The following table sets forth information  regarding the total amount of income
from  interest-earning  assets  and  the  resultant  average  yields,  prior  to
impairment  charges.  This information is based on daily average balances during
the reported periods.

<TABLE>
<CAPTION>
                                                                         For the Three Months ended June 30,
                                                          ------------------------------------------------------------------
(Dollars in thousands)                                                  1999                             1998
                                                          -------------------------------- ---------------------------------
                                                           Average             Annualized   Average              Annualized
                                                           Balance   Interest  Yield/Rates  Balance   Interest   Yield/Rates
                                                          --------   --------  ----------- --------   --------   -----------
<S>                                                       <C>        <C>            <C>    <C>        <C>             <C>
Interest-earning assets:
     Interest-bearing deposits .......................... $ 31,597   $    326       4.13%  $  9,781   $     97        3.97%
     Securities held for trading ........................       --         --         --     20,106       (375)      (7.46)
     Securities available for sale ......................  299,152     12,064      16.13    319,909     11,535       14.42
     Commercial and multifamily loan portfolio ..........   76,240      2,221      11.65     40,563      1,468       14.48
     Match funded residential loans .....................  148,110      3,000       8.10         --         --          --
     Residential loan portfolio .........................    6,427        132       8.22    118,348      2,178        7.36
     Discount loan portfolio ............................    5,618        132       9.40      9,282        423       18.23
                                                          ------------------------------   -------------------------------
       Total interest-earning assets .................... $567,144   $ 17,875      12.61%  $517,989   $ 15,326       11.84%
                                                          ------------------------------   -------------------------------

Interest-bearing liabilities:
     Securities sold under agreements to repurchase .....   92,606      2,039       8.81    174,024      3,302        7.59
     Obligations outstanding under lines of credit ......   41,015        706       6.89    132,246      2,245        6.79
     11.5% Redeemable Notes due 2005 ....................  143,000      4,111      11.50         --         --          --
     Bonds-match funded loan agreement ..................  136,488      2,253       6.60         --         --          --
                                                          ------------------------------   -------------------------------
       Total interest-bearing liabilities ...............  413,109      9,109       8.82    306,270      5,547        7.24
                                                          ------------------------------   -------------------------------

Net interest income/net interest spread..................            $  8,766       3.79%             $  9,779        4.60%
                                                                     ========                         ========
Net interest margin......................................                           6.18%                             7.55%
</TABLE>

                                                             7
<PAGE>


Ocwen Asset Investment Corp.
1999 Second Quarter Results

REAL ESTATE (LOSS) INCOME, NET
Real estate  (loss),  net increased $0.4 million to $(0.7) million for the three
months  ended  June 30,  1999,  compared  to the same  period a year  ago.  This
increase  reflects a $3.7 million  increase in rental  income,  offset by a $2.6
million  increase  in rental  operation  expense,  a $0.5  million  increase  in
depreciation and amortization  expense,  and a $1.0 million increase in interest
expense. These increases in real estate operating income and expenses,  compared
to the same period a year ago,  were  largely the result of an increase in OAC's
net  investment in real estate to $211.4  million at June 30, 1999,  compared to
$176.9  million at June 30,  1998.  Real estate  (loss)  income,  net was $(0.5)
million for the six months ended June 30, 1999,  compared to $0.5 million in the
same period a year ago.


OTHER EXPENSES
Other expenses increased $1.7 million to $3.9 million for the three months ended
June 30,  1999,  compared  to the same  period a year  ago.  This  increase  was
primarily  due to a $1.3  million  increase in  servicing  fees payable to Ocwen
Federal  Bank,  a  wholly-owned  subsidiary  of OCN,  as well as added legal and
accounting  fees in connection with the proposed merger with OCN. Other expenses
increased  $3.4  million to $6.8 million for the six months ended June 30, 1999,
compared to the same period a year ago.  The  management  fees payable by OAC to
Ocwen Capital  Corporation  ("OCC"),  a wholly-owned  subsidiary of OCN, totaled
$1.5  million for the quarter  ended June 30, 1999 and $3.1  million for the six
months ended June 30, 1999.

LOSSES ON SECURITIES AVAILABLE FOR SALE
OAC incurred net losses of $23.9  million on its  securities  available for sale
portfolio  during the second  quarter  1999.  The  losses  were taken  primarily
against residential subprime bonds reflecting  continuing market illiquidity for
these  instruments.  The Company prices its  securities  portfolio at fair value
each month based on the lower of broker/dealer marks or internal values. For the
six months ended June 30, 1999 and 1998, net losses on securities  available for
sale were $31.4 million and $17.1, respectively.

SELECTED REVIEW OF SECURITIES PORTFOLIO
At June 30, 1999,  OAC's  securities  available  for sale  portfolio  was $284.5
million and consisted of:

    o    Non-investment grade and unrated subordinate commercial mortgage-backed
         securities  having an amortized  cost of $98.6 million and a fair value
         of $101.9 million,
    o    Unrated  residential  subprime  residuals  having an amortized  cost of
         $160.5 million and a fair value of $173.6 million, and
    o    Unrated subordinate  residential  mortgage-backed  securities having an
         amortized cost of $9.0 million and a fair value of $9.0 million.

At June 30, 1999,  OAC's unrated subprime  residual  portfolio of $173.6 million
consisted of:

    o    $83.3 million of seasoned residuals (securitized between 1994 and 1997)
         with  overcollateralization  reserves  funded at  approximately  $122.7
         million, and
    o    $90.3  million  of  unseasoned  residuals  (securitized  in 1998)  with
         overcollateralization reserves funded at approximately $29.7 million.

At December 31, 1998, OAC's  securities  available for sale portfolio was $351.2
million and consisted of:

    o    Non-investment grade and unrated subordinate commercial mortgage-backed
         securities  having an amortized cost of $115.7 million and a fair value
         of $117.1 million,
    o    Unrated  residential  subprime  residuals  having an amortized  cost of
         $209.1 million and a fair value of $218.7 million, and
    o    Unrated subordinate  residential  mortgage-backed  securities having an
         amortized cost of $15.4 million and a fair value of $15.4 million.

At December  31,  1998,  OAC's  unrated  subprime  residual  portfolio of $218.7
million consisted of:

    o    $110.0  million of seasoned  residuals  (securitized  between  1994 and
         1997)  with  overcollateralization  reserves  funded  at  approximately
         $122.5 million, and
    o    $108.7  million  of  unseasoned  residuals  (securitized  in 1998) with
         overcollateralization reserves funded at approximately $26.6 million.

                                       8

<PAGE>

Ocwen Asset Investment Corp.
1999 Second Quarter Results

OTHER
Ocwen Asset Investment  Corp., a real estate  investment trust  headquartered in
West Palm Beach,  Florida,  has  invested  in  underperforming  commercial  real
estate,  subordinate  commercial  mortgage-backed  securities,  subordinate  and
residual residential  mortgage-backed securities, and commercial and residential
mortgage loans. Additional information about Ocwen Asset Investment Corp.
is available at www.ocwen.com - OAC.

CERTAIN  STATEMENTS  CONTAINED  HEREIN ARE NOT BASED ON HISTORICAL FACTS AND ARE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY REFERENCE TO A
FUTURE  PERIOD(S)  OR  BY  THE  USE  OF  FORWARD-LOOKING   TERMINOLOGY  SUCH  AS
"CONTEMPLATE",   "EXPECT,"   "MAY,"   "PROPOSE,"   "WILL,"  "WOULD,"  FUTURE  OR
CONDITIONAL VERB TENSES, SIMILAR TERMS, VARIATIONS ON SUCH TERMS OR NEGATIVES OF
SUCH TERMS.  ALTHOUGH OAC BELIEVES THE ANTICIPATED RESULTS OR OTHER EXPECTATIONS
REFLECTED  IN  SUCH   FORWARD-LOOKING   STATEMENTS   ARE  BASED  ON   REASONABLE
ASSUMPTIONS, ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE INDICATED IN SUCH
STATEMENTS DUE TO RISKS,  UNCERTAINTIES AND CHANGES WITH RESPECT TO A VARIETY OF
FACTORS,  INCLUDING,  BUT NOT LIMITED TO, INTERNATIONAL,  NATIONAL,  REGIONAL OR
LOCAL ECONOMIC ENVIRONMENTS, GOVERNMENT FISCAL AND MONETARY, PREVAILING INTEREST
OR CURRENCY  EXCHANGE RATES,  EFFECTIVENESS OF INTEREST RATE,  CURRENCY EXCHANGE
RATE AND OTHER HEDGING  STRATEGIES,  LAWS AND REGULATIONS  AFFECTING REAL ESTATE
INVESTMENT  TRUSTS,  INVESTMENT  COMPANIES  AND REAL ESTATE  (INCLUDING  CAPITAL
REQUIREMENTS,  INCOME AND PROPERTY  TAXATION,  ACCESS FOR  DISABLED  PERSONS AND
ENVIRONMENTAL  COMPLIANCE),  UNCERTAINTY OF FOREIGN LAWS,  COMPETITIVE PRODUCTS,
PRICING AND  CONDITIONS  (INCLUDING  FROM  COMPETITORS  THAT HAVE  SIGNIFICANTLY
GREATER RESOURCES THAN OAC), CREDIT, PREPAYMENT,  BASIS, DEFAULT,  SUBORDINATION
AND  ASSET/LIABILITY  RISKS,  LOAN  SERVICING  EFFECTIVENESS,  SATISFACTORY  DUE
DILIGENCE  RESULTS,  SATISFACTION  OR  FULFILLMENT  OF  AGREED  UPON  TERMS  AND
CONDITIONS  OF CLOSING  OR  PERFORMANCE,  TIMING OF  TRANSACTION  CLOSINGS,  THE
DECISION TO CURTAIL EACH BUSINESS LINE AND  DISCONTINUE  INVESTMENT  ACTIVITIES,
AVAILABILITY OF AND COSTS ASSOCIATED WITH OBTAINING  ADEQUATE AND TIMELY SOURCES
OF  LIQUIDITY,  DEPENDENCE ON EXISTING  SOURCES OF FUNDING,  ABILITY TO REPAY OR
REFINANCE  INDEBTEDNESS (AT MATURITY OR UPON  ACCELERATION),  TO MEET COLLATERAL
CALLS BY LENDERS (UPON  RE-VALUATION OF THE UNDERLYING ASSETS OR OTHERWISE),  TO
GENERATE  REVENUES  SUFFICIENT TO MEET DEBT SERVICE PAYMENTS AND OTHER OPERATING
EXPENSES AND TO SECURITIZE WHOLE LOANS, TAXABLE INCOME EXCEEDING CASH FLOW, SIZE
OF,  NATURE OF AND YIELDS  AVAILABLE  WITH RESPECT TO THE  SECONDARY  MARKET FOR
MORTGAGE LOANS AND FINANCIAL,  SECURITIES AND SECURITIZATION MARKETS IN GENERAL,
ALLOWANCES FOR LOAN LOSSES,  GEOGRAPHIC  CONCENTRATIONS  OF ASSETS (TEMPORARY OR
OTHERWISE),  TIMELY  LEASING OF UNOCCUPIED  SQUARE  FOOTAGE  (GENERALLY AND UPON
LEASE  EXPIRATION),   CHANGES  IN  REAL  ESTATE  MARKET  CONDITIONS   (INCLUDING
LIQUIDITY,  VALUATION,  REVENUES,  RENTAL RATES,  OCCUPANCY LEVELS AND COMPETING
PROPERTIES),  ADEQUACY OF  INSURANCE  COVERAGE IN THE EVENT OF A LOSS,  KNOWN OR
UNKNOWN ENVIRONMENTAL  CONDITIONS,  EXTERNAL MANAGEMENT,  CONFLICTS OF INTEREST,
YEAR 2000  COMPLIANCE,  OTHER  FACTORS  GENERALLY  UNDERSTOOD TO AFFECT THE REAL
ESTATE  ACQUISITION,  MORTGAGE AND LEASING MARKETS,  SECURITIES  INVESTMENTS AND
RAPID  GROWTH  COMPANIES,  AND OTHER RISKS  DETAILED  FROM TIME TO TIME IN OAC'S
REPORTS AND FILINGS WITH THE  SECURITIES  AND EXCHANGE  COMMISSION  (THE "SEC"),
INCLUDING  ITS  REGISTRATION  STATEMENTS  ON  FORMS  S-3,  S-4 AND  S-11 AND ITS
PERIODIC  REPORTS ON FORMS  10-Q,  8-K,  AND 10-K.  GIVEN  THESE  UNCERTAINTIES,
READERS ARE CAUTIONED NOT TO PLACE UNDUE  RELIANCE ON SUCH  STATEMENTS,  AND OAC
DOES NOT UNDERTAKE TO REVISE,  AND  SPECIFICALLY  DISCLAIMS ANY  OBLIGATION,  TO
PUBLICLY  RELEASE  THE  RESULT  OF ANY  REVISIONS  WHICH  MAY BE  MADE  TO,  ANY
FORWARD-LOOKING   STATEMENTS  TO  REFLECT  THE   OCCURRENCE  OF  ANTICIPATED  OR
UNANTICIPATED EVENTS OR CIRCUMSTANCES AFTER THE DATE OF SUCH STATEMENTS.  PLEASE
REFER TO EXHIBIT 99.2  INCLUDED  WITH THE FORM 10-K FOR THE YEAR ENDED  DECEMBER
31, 1998 AND FILED WITH THE SEC, FOR A  DESCRIPTION  OF MATERIAL  RISKS FACED BY
THE COMPANY AND ITS SECURITIES HOLDERS.

               ATTACHED ARE THE CONSOLIDATED FINANCIAL STATEMENTS.

                                       9

<PAGE>

Ocwen Asset Investment Corp.
1999 Second Quarter Results

<TABLE>
<CAPTION>
                                        OCWEN ASSET INVESTMENT CORP.
                               CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                                                               June 30,        December 31,
                                                                                 1999             1998
                                                                             -------------    -------------
<S>                                                                          <C>              <C>
ASSETS
    Cash and amounts due from depository institutions ...................... $   5,162,989    $   3,484,929
    Interest-bearing deposits ..............................................    27,210,332       49,880,276
    Securities available for sale, at fair value ...........................   284,488,118      351,153,971
    Commercial and multi-family loan portfolio, net ........................    79,478,045       65,282,965
    Residential loan portfolio, net ........................................     6,064,404        8,058,445
    Match funded residential loans, net ....................................   135,857,672      173,609,873
    Discount loan portfolio, net ...........................................     5,618,022        5,618,022
    Investment in real estate, net .........................................   211,368,063      208,058,721
    Principal and interest receivable ......................................     4,352,684        7,475,795
    Other assets ...........................................................    19,008,588       15,702,816
                                                                             -------------    -------------
       Total assets ........................................................ $ 778,608,917    $ 888,325,813
                                                                             =============    =============


LIABILITIES:
    Securities sold under agreements to repurchase ......................... $  73,847,048    $ 138,611,824
    Obligations outstanding under lines of credit ..........................    41,015,023       34,472,404
    Obligations outstanding under lines of credit - secured by real estate..   143,755,698      142,556,880
    11.5% Redeemable Notes due 2005 ........................................   143,000,000      143,000,000
    Bonds - match funded loan agreement ....................................   124,209,290      163,403,966
    Accrued expenses, payables and other liabilities .......................    22,805,816       21,190,288
                                                                             -------------    -------------
       Total liabilities ...................................................   548,632,875      643,235,362
                                                                             -------------    -------------

Minority interest ..........................................................    21,967,987       23,914,058
                                                                             -------------    -------------

SHAREHOLDERS' EQUITY:
    Preferred stock, $.01 par value; 25,000,000 shares authorized;
       0 shares issued and outstanding .....................................            --               --
    Common Stock, $.01 par value; 200,000,000 shares authorized;
       18,965,000 shares issued and outstanding ............................       189,650          189,650
    Additional paid-in capital .............................................   294,492,203      294,492,203
    Cumulative dividends declared ..........................................   (36,277,546)     (36,277,546)
    Retained deficit .......................................................   (65,345,486)     (46,394,403)
    Accumulative other comprehensive income:
       Unrealized gain on securities available for sale ....................    16,365,730       11,038,151
       Cumulative translation adjustment ...................................    (1,416,496)      (1,871,662)
                                                                             -------------    -------------
         Total other comprehensive income ..................................    14,949,234        9,166,489
                                                                             -------------    -------------
         Total shareholders' equity ........................................   208,008,055      221,176,393
                                                                             -------------    -------------
                                                                             $ 778,608,917    $ 888,325,813
                                                                             =============    =============
</TABLE>

                                                    10
<PAGE>
Ocwen Asset Investment Corp.
1999 Second Quarter Results
<TABLE>
<CAPTION>
                                             OCWEN ASSET INVESTMENT CORP.
                                         CONSOLIDATED STATEMENTS OF OPERATIONS

                                                              FOR THE THREE MONTHS             FOR THE SIX MONTHS
                                                                 ENDED JUNE 30,                  ENDED JUNE 30,
                                                          ----------------------------    ----------------------------
                                                              1999            1998            1999            1998
                                                          ------------    ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>             <C>
INTEREST INCOME:
  Repurchase agreements and interest bearing deposits..   $    326,219    $     97,510    $    820,823    $    295,648
  Securities held for trading .........................             --        (375,300)             --         106,892
  Securities available for sale .......................     12,063,542      11,534,635      25,702,059      16,183,217
  Commercial and Multifamily loans ....................      2,220,840       1,467,916       3,869,354       2,273,702
  Match funded residential loans ......................      3,000,208              --       6,327,351              --
  Residential loans ...................................        132,153       2,178,010         277,551       2,613,031
  Discount loans ......................................        132,400         423,421         258,718       1,326,198
                                                          ------------    ------------    ------------    ------------
                                                            17,875,362      15,326,192      37,255,856      22,798,688
                                                          ------------    ------------    ------------    ------------
INTEREST EXPENSE:
  Securities sold under agreements to repurchase ......      2,039,165       3,302,044       4,681,167       3,966,815
  Obligations outstanding under lines of credit .......        705,826       2,244,723       1,312,510       2,273,769
  11.5% Redeemable Notes due 2005 .....................      4,111,250              --       8,265,400              --
  Bonds-match  funded loan agreements .................      2,252,778              --       4,776,380              --
                                                          ------------    ------------    ------------    ------------
                                                             9,109,019       5,546,767      19,035,457       6,240,584
                                                          ------------    ------------    ------------    ------------
  NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES       8,766,343       9,779,425      18,220,399      16,558,104
  Provision for loan losses ...........................        221,239         100,976         479,091         206,049
                                                          ------------    ------------    ------------    ------------
  NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES..      8,545,104       9,678,449      17,741,308      16,352,055
                                                          ------------    ------------    ------------    ------------

REAL ESTATE-OPERATING INCOME:
  Rental income .......................................      8,167,173       4,515,204      16,149,603       6,549,491
  Other ...............................................         15,057          18,978          25,439          26,835
                                                          ------------    ------------    ------------    ------------
                                                             8,182,230       4,534,182      16,175,042       6,576,326
                                                          ------------    ------------    ------------    ------------
REAL ESTATE-OPERATING EXPENSES:
  Rental operation ....................................      4,900,308       2,342,105       8,863,017       3,275,851
  Depreciation & amortization .........................      1,259,927         758,484       2,453,904       1,062,921
  Interest ............................................      2,695,211       1,689,103       5,352,537       1,689,103
                                                          ------------    ------------    ------------    ------------
                                                             8,855,446       4,789,692      16,669,458       6,027,875
                                                          ------------    ------------    ------------    ------------
REAL ESTATE (LOSS) INCOME, NET ........................       (673,216)       (255,510)       (494,416)        548,451
                                                          ------------    ------------    ------------    ------------

OTHER EXPENSES:
  Management fees .....................................      1,530,662       1,704,751       3,055,091       2,533,632
  Due diligence expenses ..............................             --         174,955         122,745         367,644
  Foreign currency loss ...............................             --              --              --        (116,953)
  Other ...............................................      2,393,481         386,439       3,603,790         576,094
                                                          ------------    ------------    ------------    ------------
                                                             3,924,143       2,266,145       6,781,626       3,360,417
                                                          ------------    ------------    ------------    ------------

(LOSSES) GAINS ON SECURITIES ..........................    (23,906,787)             34     (31,362,420)    (17,077,045)
                                                          ------------    ------------    ------------    ------------

(LOSS) INCOME BEFORE MINORITY INTEREST ................    (19,959,042)      7,156,828     (20,897,154)     (3,536,956)
Minority interest in net (loss) income of
  consolidated subsidiary .............................      1,791,820        (510,696)      1,946,071        (321,154)
                                                          ------------    ------------    ------------    ------------
  NET (LOSS) INCOME ...................................   $(18,167,222)   $  6,646,132    $(18,951,083)   $ (3,858,110)
                                                          ============    ============    ============    ============

NET (LOSS) EARNINGS PER SHARE:
  Basic ...............................................   $      (0.96)   $       0.35    $      (1.00)   $      (0.20)
                                                          ============    ============    ============    ============
  Diluted .............................................   $      (0.96)   $       0.35    $      (1.00)   $      (0.20)
                                                          ============    ============    ============    ============

WEIGHTED AVERAGE SHARES OUTSTANDING:
  Basic ...............................................     18,965,000      18,965,000      18,965,000      18,965,000
                                                          ============    ============    ============    ============
  Diluted .............................................     18,965,000      19,088,026      18,965,000      18,965,000
                                                          ============    ============    ============    ============
</TABLE>

                                                          11


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