OCWEN FINANCIAL CORP
8-K, 1998-01-30
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       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): JANUARY 27, 1998


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



     FLORIDA                          0-21341                   65-0039856
 (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)


                                 (561) 681-8000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)



                                       N/A
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)






                                  PAGE 1 OF 15
                             EXHIBIT INDEX ON PAGE 4

<PAGE>

ITEM 5.  OTHER EVENTS

The  news  release  of Ocwen  Financial  Corporation  dated  January  27,  1998,
regarding its financial results for the three months and the year ended December
31, 1997, including  consolidated  financial statements for the three months and
the year ended December 31, 1997, are attached and filed herewith as Exhibit 99.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

   (c)   Exhibits

         The following exhibit is filed as part of this report:

         (99) News  release of Ocwen  Financial  Corporation  dated  January 27,
              1998.




                                       2
<PAGE>


                                   SIGNATURES


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



                             OCWEN FINANCIAL CORPORATION
                             (Registrant)


                             By: /s/ Mark S. Zeidman
                             ---------------------------------------------------
                                     Mark S. Zeidman
                               Senior Vice President and Chief Financial Officer



Date:   January 30, 1998




                                       3
<PAGE>

                                INDEX TO EXHIBIT



     EXHIBIT NO.       DESCRIPTION                                        PAGE
     -----------       -----------                                        ----

         99            News release of Ocwen Financial Corporation dated   5
                       January 27, 1998 regarding its financial results
                       for the three months and the year ended December
                       31, 1997.




                                       4



================================================================================
Ocwen Financial Corporation
1675 Palm Beach Lakes Boulevard
West Palm Beach, FL 33401
NYSE Symbol: OCN                                                      Exhibit 99
================================================================================

NEWS RELEASE:     IMMEDIATE                                     January 27, 1998

OCWEN FINANCIAL CORPORATION REPORTS FOURTH QUARTER AND 1997 RESULTS

Ocwen  Financial  Corporation  ("Ocwen" or the  "Company")  reported  record net
income for the year ended December 31, 1997 of $78.9 million,  up 57% from 1996.
Diluted  earnings  per share  were $1.39 for the year ended  December  31,  1997
versus  $0.94 for 1996.  The Company  achieved a 2.78%  return on assets  during
1997,  a 9% increase  over that of 1996.  In addition,  the Company  generated a
27.22%  return on equity for the year ended  December 31, 1997,  which  declined
from  the  31.08%  return  on  equity  earned  during  1996 as a  result  of the
strengthening of the Company's equity to assets ratio during 1997.

William C. Erbey, Chairman and Chief Executive Officer, said, "1997 was a banner
year for Ocwen,  with  earnings  reaching a record high. We are pleased with our
fourth quarter results,  especially in view of the excellent results achieved in
the fourth  quarter of last year,  and the fact that our earnings have increased
during  each  quarter of 1997."  Net  income for the fourth  quarter of 1997 was
$22.9 million, 8% lower than the fourth quarter of 1996 and diluted earnings per
share for the quarter were $0.37 versus $0.46 for the same period a year ago.
<TABLE>
<CAPTION>

FOURTH QUARTER AND 1997 RESULTS AT A GLANCE           Fourth Quarter                     Year
- --------------------------------------------------------------------------------------------------------
In thousands of dollars, except per share data     1997           1996           1997            1996
- --------------------------------------------------------------------------------------------------------
<S>                                              <C>            <C>            <C>            <C>      
Revenues......................................   $ 84,689       $ 60,283       $ 263,798      $ 153,357
Provision for loan losses.....................    (10,479)        (3,611)        (32,218)       (22,450)
Expenses......................................    (45,197)       (22,520)       (132,042)       (69,606)
Income tax expense ...........................     (6,398)        (9,092)        (21,309)       (11,159)
Minority interest.............................        319             --             703             --
Net income....................................     22,934         25,060          78,932         50,142
Earnings per share:
  Basic.......................................       0.38           0.47            1.40           0.99
  Diluted.....................................       0.37           0.46            1.39           0.94
- --------------------------------------------------------------------------------------------------------
</TABLE>

ALL  REFERENCES  BELOW  REGARDING  CHANGES ARE BASED ON  COMPARISONS TO THE SAME
PERIOD A YEAR AGO.

Revenues rose $24.4 million or 40% in the fourth quarter of 1997 from a year ago
and were up 72% for 1997.

o    Net  interest  income  before  provision  for loan losses  increased  $17.0
     million  or 104% to $33.4  million  in the  fourth  quarter  of  1997.  The
     increase  in net  interest  income  during the  fourth  quarter of 1997 was
     largely due to a 40%  increase in the average  balance of  interest-earning
     assets,  primarily  discount  loans,  and a 162 basis point increase in net
     interest margin due largely to additional  interest  received in connection
     with the payoff of loans held in the loan portfolio.  In 1997, net interest
     income  increased $38.5 million or 50% to $116.2  million.  The increase in
     net  interest  income  during 1997 was due to a 48% increase in the average
     balance of interest-earning assets, primarily discount loans.

o    Non-interest income increased $33.0 million or 306% to $43.8 million in the
     fourth  quarter of 1997.  This increase is due primarily to a $32.0 million
     increase in gains on sales of interest  earning  assets and a $5.7  million
     increase in servicing  fees and other charges which  reflects a significant
     increase in loans serviced for others.  In 1997,  non-interest  income rose
     232% to $123.9 million.

- --------------------------------------------------------------------------------
Contact                       Christine A. Reich                  (561) 681-8569
- --------------------------------------------------------------------------------

                                       5
<PAGE>

o    Equity in earnings of the Company's  investment in joint ventures  amounted
     to $7.5 million in the fourth  quarter of 1997 as compared to $33.1 million
     in the fourth quarter of 1996, a decline of $25.6 million or 77%.  Included
     in  earnings  for the  fourth  quarter  of  1997 is a gain of $5.5  million
     resulting from the  securitization  of $26.6 million of discount  loans, as
     compared to a gain of $28.5 million related to the securitization of $505.5
     million of  single-family  discount  loans in the  fourth  quarter of 1996.
     Equity in  earnings  of  investment  in joint  ventures  amounted  to $23.7
     million for 1997 as compared to $38.3 million for 1996.

Provision for loan losses increased by $6.9 million to $10.5 million as a result
of a strengthening in reserves during the fourth quarter of 1997.

Expenses  rose $22.7  million  or 101% in the  fourth  quarter of 1997 and $62.4
million or 90% for the year which reflects the growth in the Company. During the
fourth quarter of 1997:

o    Compensation and employee benefits  increased $6.6 million or 42% primarily
     due to a 115% increase in the average number of employees;

o    Occupancy and equipment expense increased $3.3 million or 130%; and

o    Distributions on capital securities amounted to $3.4 million as compared to
     $0 in 1996.

RECENT DEVELOPMENTS

         On  October  3,  1997  the  Company,  as part of a  larger  transaction
involving  the  Company  and  BlackRock  Capital  Finance  L.P.   ("BlackRock"),
completed the  securitization  of 302 small  commercial  mortgage  loans with an
aggregate unpaid principal balance of $62.7 million.  The Company recorded total
gains of $2.0  million  on the  sale of the  senior  classes  of  securities  in
connection  with this  transaction.  The Company has retained an interest in the
related subordinated securities.

         On October 24, 1997, Ocwen Federal Bank FSB (the "Bank"),  entered into
an  agreement  to act as a special loan  servicer to  sub-service  approximately
$75.0 million of 90-day-plus delinquent domestic loans for which Cityscape Corp.
("Cityscape")   is  the  servicer  under  various   securitizations.   Cityscape
transferred  to  the  Bank  the  special   servicing  of   approximately   1,200
non-performing loans on January 16, 1998.

         On October  29,  1997,  the  Company's  Board of  Directors  approved a
2-for-1 stock split of its issued and outstanding  common stock,  par value $.01
per share.  The Company  effected the stock split  through the  distribution  of
authorized  but unissued  shares of its common  stock on November  20, 1997,  to
holders of record of its common  stock at the close of business on November  12,
1997. All  references  herein to the number of shares and per share amounts have
been adjusted retroactively for the stock split.

         On November 6, 1997,  the Company  acquired  Amos,  Inc., a Connecticut
based company  engaged  primarily in the  development of mortgage loan servicing
software. Amos' products are Microsoft Windows based, client/server architecture
and feature real-time  processing,  year 2000 compliance,  a scaleable  database
platform and strong workflow capabilities. The aggregate purchase price was $9.7
million,  including  $4.9 million  which is  contingent  on Amos,  Inc.  meeting
certain software development performance criteria.

         On December 3, 1997, the Company  purchased 2,705 additional  shares of
common  stock of Ocwen  Financial  Services,  Inc.  ("OFS")  for $15.0  million,
increasing  its  ownership  from  80.0% to 93.7%.  OFS is  engaged  in sub prime
single-family  residential lending which is conducted through offices located in
various cities around the country.

                                       6

<PAGE>

         On December 17, 1997,  the Company  together  with BCBF LLC ("LLC"),  a
limited  liability  company formed in March 1996 between the Bank and BlackRock,
and unaffiliated  entities completed the  securitization of 8,378  single-family
loans with an aggregate  unpaid  principal  balance of $458.4 million.  The Bank
contributed  3,631 loans with an aggregate  unpaid  principal  balance of $203.4
million and the LLC  contributed  534 loans with an aggregate  unpaid  principal
balance of $26.6 million.  The Company  recognized a total gain of $29.9 million
in connection with this transaction, of which $24.4 million is included as gains
on sale of  interest  earning  assets and $5.5  million is included as equity in
earnings in investment in joint venture. The Company has retained an interest in
the related subordinated securities.

         In December,  1997 the Company  completed the  securitization  of 1,834
sub-prime  single-family  residential  mortgage  loans with an aggregate  unpaid
principal  balance of $208.8 million.  The Company  recorded total gains of $9.0
million on the sale of the senior classes of securities in connection  with this
transaction.  The  Company  continues  to  service  the  loans for a fee and has
retained an interest in the related residual class security.

         On January 20,  1998,  the Company  acquired DTS  Communications,  Inc.
("DTS"), a real estate technology company located in San Diego, California,  for
a purchase  price of $13.0  million in cash,  common  stock of the  Company  and
repayment  of  certain  indebtedness.  DTS has  developed  technology  tools  to
automate real estate transactions over the Internet.  DTS has been recognized by
Microsoft  Corporation  for  the  Microsoft   component-based   architecture  to
facilitate EDI (Electronic Data  Interchange).  The Company plans to enhance the
DTS products by combining  features from its  proprietary  software  systems for
loan  default   management  and  loss   mitigation  with  DTS's  open  standards
architecture and offer the technology to the mortgage industry. The common stock
of the Company  issued in the  acquisition  was acquired from  affiliates of the
Company  at the same  price per  share as was used to  calculate  the  number of
shares issued in the acquisition.

THE REMAINDER OF THIS RELEASE CONTAINS INFORMATION ON SPECIFIC AREAS OF RESULTS,
A FINANCIAL SUMMARY, AND THE CONSOLIDATED FINANCIAL STATEMENTS.

REVENUES

NET INTEREST INCOME

Interest  income of $73.7  million for the fourth  quarter of 1997  increased by
$23.4  million or 47% over that of the  fourth  quarter of 1996 as a result of a
$735.9  million or 40%  increase  in the  average  balance  of  interest-earning
assets,  of which $579.0  million is related to discount  loans,  and a 50 basis
point   increase   in  the  average   yield   earned.   The  average   yield  on
interest-earning  assets was 11.50% and 11.00% in the fourth quarter of 1997 and
1996,  respectively,  and 11.50% and 12.07% in the twelve months ended  December
31, 1997 and 1996,  respectively.  The  increase  in yield for the three  months
ended December 31, 1997 is primarily  attributable  to the loan portfolio  which
realized $5.9 million of  additional  interest  received in connection  with the
payoff of four  loans  secured by hotel and office  properties.  The  decline in
yield for the twelve months ended  December 31, 1997 was primarily  attributable
to a $449.3 million  increase in the average balance of  single-family  discount
loans held coupled with the Company's decision to cease accretion of discount on
such loans effective  January 1, 1997. As a result of the Company's  decision to
cease  accretion  of  discount,   the  Company  now  recognizes  income  on  its
nonperforming single-family loans at the time of payoff or sale rather than over
the anticipated holding period, which is consistent with its revenue recognition
practices on nonperforming commercial loans.

Interest  expense of $40.3 million for the fourth  quarter of 1997  increased by
$6.4 million or 19% over the comparable  period in the prior year as a result of
a $423.8  million or 22%  increase  in the average  balance of  interest-bearing
liabilities,  of which $307.6 million is related to certificates of deposit. For
the twelve months ended December 31, 1997,  interest  expense amounted to $156.3
million, a $40.1 million or 35% increase over the same period of the prior year.
The average rate paid on interest-bearing liabilities was 6.77% and 6.92% in the
fourth quarter of 1997 and 1996, respectively, and 6.69% and 6.61% in the twelve
months ended December 31, 1997 and 1996, respectively.

                                       7

<PAGE>

As a result of the above,  net interest income before  provision for loan losses
of $33.4  million for the fourth  quarter of 1997  increased by $17.0 million or
104% from the fourth quarter of 1996 and the net interest  margin for the fourth
quarter of 1997  increased  to 5.21% from 3.59% for the fourth  quarter of 1996.
Net interest  income of $116.2  million for the twelve months ended December 31,
1997 increased $38.5 million or 50% over the comparable period of the prior year
and the net interest margin increased 7 basis points to 4.91%.

EQUITY IN EARNINGS OF INVESTMENT IN JOINT VENTURE

During the fourth quarter of 1997,  the Company  recorded $7.5 million of income
related to its  investment in joint ventures as compared to $33.1 million in the
fourth  quarter of 1996.  The  Company's  pro rata share of the income  from the
joint  ventures  in the fourth  quarter of 1997  consisted  primarily  of a $5.5
million net gain  related to the  securitization  of  single-family  residential
loans.  Included in equity in earnings of  investment  in joint  venture for the
fourth quarter of 1996 is a gain of $28.5 million related to the  securitization
of $505.5  million  of  single-family  discount  loans.  Equity in  earnings  of
investment  in joint  ventures  amounted to $23.7  million for the twelve months
ended  December  31, 1997 and  includes a $9.2  million net gain  related to the
securitization  of single-family  residential loans in the first quarter and the
recapture  of $5.1 million of valuation  allowances  established  in 1996 by the
Company on its equity investment in joint ventures as a result of the resolution
and  securitization  of loans.  The Company  acts as the  servicer for the loans
previously securitized.

NON-INTEREST INCOME

Non-interest income of $43.8 million for the fourth quarter of 1997 increased by
$33.0 million from that of the fourth  quarter of 1996  primarily due to a $32.0
million increase in gains on sales of interest-earning assets and a $5.7 million
increase in servicing  fees and other  charges  offset in part by a $4.0 million
decrease in other income due  primarily to a $4.9 million gain during the fourth
quarter of 1996 included in other income  recognized in connection with the sale
of an investment in a low-income  housing tax credit project.  Gains on sales of
interest-earning assets, net, for the fourth quarter of 1997 of $36.1 million is
primarily  comprised of a $24.4 million net gain  recognized in connection  with
the  securitization  of 3,631  single-family  discount  loans with an  aggregate
unpaid  principal  balance of $203.4 million,  a $9.0 million gain recognized in
connection with the securitization of 1,834 sub-prime single-family  residential
mortgage loans with an aggregate unpaid principal  balance of $208.8 million and
a $2.0 million net gain recognized in connection with the  securitization of 302
small commercial  mortgage loans with an aggregate  unpaid principal  balance of
$62.7 million.

Non-interest  income of $123.9  million for 1997  increased by $86.6  million as
compared to 1996. Gains on sales of  interest-earning  assets for 1997 increased
by $60.5 million as compared to 1996 and includes  gains of $9.5 million,  $16.8
and  $24.4  million  earned  during  the  first,  second  and  fourth  quarters,
respectively,  in connection with the securitization of discount mortgage loans.
Servicing fees and other charges increased $21.2 million during 1997 as compared
to 1996. The increases in servicing  fees and other charges  reflect an increase
in loan  servicing and related fees as a result of an increase in loans serviced
for others.  The average unpaid  principal  balance of loans serviced for others
amounted to $4.69  billion and $1.62 billion  during the fourth  quarter of 1997
and 1996,  respectively,  and $3.11 billion and $887.9  million  during 1997 and
1996, respectively.  At December 31, 1997 Ocwen serviced loans for third parties
totaling $5.5 billion.

PROVISION FOR LOAN LOSSES

The  Company's  provision  for loan losses  amounted  to $10.5  million and $3.6
million for the fourth quarter of 1997 and 1996, respectively, and $32.2 million
and $22.5  million  for the twelve  months  ended  December  31,  1997 and 1996,
respectively.  At  December  31, 1997 Ocwen had  allowances  for losses of $23.5
million and $3.7 million on its discount loan and loan portfolios, respectively,
which  amounted  to  1.6%  and  1.4% of the  respective  balances.  The  Company
maintained  reserves of 1.1% and 0.9% on its discount loans and loan portfolios,
respectively, at December 31, 1996.

                                       8

<PAGE>

EXPENSES

NON-INTEREST EXPENSE

Non-interest  expense of $41.8 million for the fourth  quarter of 1997 increased
by $19.3  million or 86% as compared  to the same period for 1996.  Compensation
and employee benefits increased by $6.6 million primarily due to a 115% increase
in the average  number of employees to 1,104 from 513,  offset in part by a $2.6
million decrease in the accrual for employee profit sharing  expense.  Occupancy
and equipment  expense  increased  $3.3 million  primarily due to an increase in
data processing costs,  general office equipment expenses and rent expense,  all
largely  attributable  to the increase in leased  corporate and loan  production
office space and the  increase in employees  discussed  above.  Other  operating
expenses  increased $6.1 million primarily due to a $1.4 million increase in due
diligence  costs, a $1.5 million  increase in  professional  fees and a $679,000
increase in loan related expenses.

Non-interest  expense of $126.8 million for 1997 increased  $57.2 million or 82%
over the comparable  period in the prior year,  with  compensation  and employee
benefits  accounting  for  $38.5  million  of the  increase  and  occupancy  and
equipment accounting for $8.7 million of the increase. Non-interest expenses for
1996 include a $7.1 million  assessment in the third quarter to recapitalize the
Savings Association Insurance Fund.

DISTRIBUTIONS  ON  COMPANY-OBLIGATED,   MANDATORILY   REDEEMABLE  SECURITIES  OF
SUBSIDIARY TRUST HOLDING SOLELY JUNIOR SUBORDINATED DEBENTURES OF THE COMPANY

In August  1997,  Ocwen  Capital  Trust I, a wholly owned  subsidiary  of Ocwen,
issued  $125.0  million  of 10 7/8%  Capital  Securities.  Distributions  on the
Capital  Securities  accrue from the date of original  issuance  and are payable
semi-annually in arrears on February 1 and August 1 of each year,  commencing on
February  1, 1998,  at an annual  rate of 10 7/8% of the  liquidation  amount of
$1,000 per capital security.  Distributions accrued amounted to $3.4 million and
$5.2  million  during the three and  twelve  months  ended  December  31,  1997,
respectively, as compared to $0 for 1996.

INCOME TAXES

Income tax expense  amounted to $6.4 million and $9.1 million  during the fourth
quarter of 1997 and 1996, respectively,  and $21.3 million and $11.2 million for
the twelve months ended December 31, 1997 and 1996, respectively.  The Company's
income tax  expense is  reported  net of tax  credits of $4.5  million  and $2.1
million for the fourth quarter of 1997 and 1996, respectively, and $14.9 million
and $9.3  million  for the  twelve  months  ended  December  31,  1997 and 1996,
respectively,  resulting  from  investments  in  low-income  housing  tax credit
interests.  Exclusive of such amounts, the Company's effective tax rate amounted
to 37.67% and 32.77% during the fourth  quarter of 1997 and 1996,  respectively,
and 36.36% and 33.42% for the twelve  months  ended  December 31, 1997 and 1996,
respectively.

ASSETS AND LIABILITIES

At December  31, 1997 the Company had $3.07  billion of total assets as compared
to $2.48  billion at December 31, 1996.  Ocwen  acquired  discount  loans with a
combined  total unpaid  principal  balance of  approximately  $429.1 million and
$1.72  billion  during the three and twelve  months  ended  December  31,  1997,
respectively,  as compared to $439.3  million and $1.11 billion during the three
and twelve  months ended  December 31, 1996,  respectively.  In addition,  Ocwen
purchased and originated single-family  residential loans to sub-prime borrowers
totaling  approximately  $210.4  million and $590.2 million during the three and
twelve months ended  December 31, 1997,  respectively.  At December 31, 1997 the
Company had $2.52 billion of total  liabilities  as compared to $2.28 billion at
December  31,  1996.  The  increase  in  total  liabilities  is due  largely  to
obligations  outstanding under lines of credit which increased to $118.3 million
from $0 at December 31, 1996.

                                       9

<PAGE>

CAPITAL

Stockholders'  equity  increased  $216.1 million or 106% during 1997 from $203.6
million at December 31, 1996 to $419.7  million at December  31, 1997  primarily
due to net income of $78.9 million and $142.0  million of proceeds from the sale
of 3,450,000 shares of common stock. At December 31, 1997  stockholders'  equity
included $5.0 million of net unrealized losses on securities  available for sale
and equity securities,  net of related deferred taxes of $6.7 million,  compared
with $3.5 million of net  unrealized  gains on securities  available for sale at
December 31, 1996, net of related deferred taxes of $2.0 million.

ATTACHED ARE THE FINANCIAL SUMMARY, THE AVERAGE BALANCE AND RATE ANALYSIS TABLES
AND THE CONSOLIDATED FINANCIAL STATEMENTS.


                                       10

<PAGE>

OCWEN FINANCIAL CORPORATION
FINANCIAL SUMMARY
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                                          At or for the Three                       At or for the Twelve
                                                       Months ended December 31,                 Months ended December 31,
                                               ---------------------------------------- ----------------------------------------
                                                                                 %                                        %
                                                                             Increase/                                Increase/
                                                   1997            1996      (Decrease)     1997            1996      (Decrease)
                                               -----------     -----------   ---------- -----------     -----------   ----------
<S>                                            <C>             <C>               <C>    <C>             <C>               <C>
OPERATIONS DATA:
Interest income ............................   $    73,736     $    50,292       47%    $   272,531     $   193,894       41%
Interest expense ...........................        40,313          33,907       19         156,289         116,160       35
                                               -----------     -----------              -----------     -----------
Net interest income ........................        33,423          16,385      104         116,242          77,734       50
Provision for loan losses ..................        10,479           3,611      190          32,218          22,450       44
                                               -----------     -----------              -----------     -----------
   Net interest income after provision for
   loan losses .............................        22,944          12,774       80          84,024          55,284       52
                                               -----------     -----------              -----------     -----------
Servicing fees and other charges ...........         8,479           2,737      210          25,881           4,682      453
Gain on sale of interest-earning assets, net        36,070           4,102      779          82,212          21,682      279
Other non-interest income ..................          (751)          3,956     (119)         15,775          10,939       44
                                               -----------     -----------              -----------     -----------
   Total non-interest income ...............        43,798          10,795      306         123,868          37,303      232
                                               -----------     -----------              -----------     -----------
Compensation and employee benefits .........        22,504          15,873       42          77,573          39,043       99
Occupancy and equipment ....................         5,839           2,543      130          17,657           8,921       98
SAIF recapitalization assessment ...........            --              --       --              --           7,140     (100)
Other non-interest expense .................        13,455           4,104      228          31,563          14,502      118
                                               -----------     -----------              -----------     -----------
   Total non-interest expense ..............        41,798          22,520       86         126,793          69,606       82
                                               -----------     -----------              -----------     -----------
Distributions on Company-obligated,
   mandatorily redeemable securities of
   subsidiary trust holding solely junior
   subordinated debentures of the Company ..         3,399              --       --           5,249              --       --
Equity in earnings of investment in joint
   ventures ................................         7,468          33,103      (77)         23,688          38,320      (38)
                                               -----------     -----------              -----------     -----------
   Income before income taxes ..............        29,013          34,152      (15)         99,538          61,301       62
Income tax expense .........................        (6,398)         (9,092)     (30)        (21,309)        (11,159)      91
Minority interest ..........................           319              --       --             703              --       --
                                               -----------     -----------              -----------     -----------
   Net income ..............................   $    22,934     $    25,060       (8)    $    78,932     $    50,142       57
                                               ===========     ===========              ===========     ===========
KEY RATIOS:
Net interest spread ........................          4.73%           4.08%      16            4.81%           5.46%     (12)%
Net interest margin ........................          5.21%           3.59%      45            4.91%           4.84%       1
Annualized Return  on Average:
   Assets (1)...............................          2.96%           4.27%     (31)           2.78%           2.54%       9
   Equity ..................................         22.40%          52.80%     (58)          27.22%          31.08%     (12)
Efficiency Ratio (2) .......................         49.35%          37.36%      32           48.06%          41.34%      16


AVERAGE BALANCES:
Securities available for sale ..............   $   318,368     $   304,932        4%    $   299,558     $   284,433        5%
Loan portfolio .............................       366,472         388,105       (6)        410,863         328,378       25
Discount loan portfolio ....................     1,452,204         873,178       66       1,283,020         675,345       90
Total interest-earning assets ..............     2,563,977       1,828,115       40       2,369,149       1,605,786       48
Total assets ...............................     3,094,784       2,306,491       34       2,835,514       2,013,283       41

Deposits ...................................     1,924,708       1,619,160       19       1,998,191       1,517,758       32
Total interest-bearing liabilities .........     2,382,522       1,958,748       22       2,336,895       1,756,842       33
Total liabilities ..........................     2,685,290       2,116,637       27       2,545,484       1,851,951       37
Total stockholders' equity .................       409,494         189,854      116         290,030         161,332       80
</TABLE>

- -----------------------------------
(1) Includes the  Company's  pro rata share of average  assets held by the joint
    venture.
(2) Before provision for loan losses and SAIF recapitalization  assessment,  and
    including  equity in earnings of investment in joint  venture.  Inclusive of
    the SAIF  recapitalization  assessment,  the  efficiency  ratio for the 1996
    would have been 45.39%.

                                       11
<PAGE>
<TABLE>
<CAPTION>
OCWEN FINANCIAL CORPORATION
AVERAGE BALANCE / RATE ANALYSIS

                                                          Three Months Ended December 31,
                                  ------------------------------------------------------------------------------
                                                  1997                                     1996
                                  -------------------------------------      -----------------------------------
                                  Average                    Annualized      Average                  Annualized
                                  Balance       Interest     Yield/Rate      Balance     Interest     Yield/Rate
                                  --------     ---------     ----------      -------     --------     ----------
                                                             (Dollars in thousands)
<S>                                 <C>           <C>                <C>      <C>          <C>               <C>  
 AVERAGE ASSETS:
 Federal funds sold and
   repurchase agreements........  $ 121,190     $ 1,663            5.49%    $  67,805    $   842           4.96%
 Securities available for sale..    318,368       5,775            7.26       304,932      6,978           9.15
 Securities held for trading....         --          --              --        63,164      1,216           7.70
 Loans available for sale ......    257,730       7,277           11.29       103,488      2,923          11.30
 Loan portfolio.................    366,472      16,910           18.46       388,105     10,084          10.39
 Discount loan portfolio........  1,452,204      40,809           11.24       873,178     27,313          12.51
 Investment securities and
   other........................     48,013       1,302           10.85        27,443        936          13.66
                                 ----------     -------           -----    ----------    -------          -----
   Total interest-earning
     assets, interest income....  2,563,977      73,736           11.50     1,828,115     50,292          11.00
                                                -------                                  -------
 Non-interest  earning cash.....     23,153                                     5,601
 Allowance for loan losses......    (24,672)                                  (16,343)
 Investments in
   low-income housing tax
   credit interests.............     94,241                                   110,124
 Investment in joint ventures...     19,790                                    66,448
 Real estate owned, net.........    170,132                                   116,133
 Other assets...................    248,163                                   196,413
                                 ----------                                ----------
   Total assets................. $3,094,784                                $2,306,491
                                 ==========                                ==========
 AVERAGE LIABILITIES AND
   STOCKHOLDERS' EQUITY:
 Interest-bearing  demand 
   deposits..................... $   25,734     $   215            3.34%   $   26,505    $   263           3.97%
 Savings deposits...............      1,915          11            2.30         3,205         18           2.25
 Certificates of deposit........  1,897,059      29,523            6.23     1,589,450     25,258           6.36
                                 ----------     -------                    ----------    -------
   Total interest-bearing
     deposits...................  1,924,708      29,749            6.18     1,619,160     25,539           6.31
 Securities sold under
   agreements to repurchase.....     26,854         467            6.96        30,738        415           5.41
 Federal Home Loan Bank
   advances.....................      5,543          82            5.92        72,589      1,064           5.86
 Obligations outstanding
   under lines of credit........    198,414       3,267            6.59            --         --             --
 Notes, debentures and other
   interest bearing
   obligations..................    227,003       6,748           11.89       236,261      6,889          11.66
                                 ----------     -------                    ----------    -------
    Total interest-bearing lia-
      bilities, interest expense. 2,382,522      40,313            6.77     1,958,748     33,907           6.92
                                                -------                                  -------
 Non-interest bearing
   deposits.....................     23,345                                    27,295
 Escrow deposits................     90,587                                    43,982
 Other liabilities..............    188,836                                    86,612
                                 ----------                                ----------
   Total liabilities............  2,685,290                                 2,116,637
 Stockholders' equity...........    409,494                                   189,854
                                 ----------                                ----------
   Total liabilities and
     stockholders' equity....... $3,094,784                                $2,306,491
                                 ==========                                ==========
 Net interest income before
   provision for loan losses....                $33,423                                  $16,385
                                                =======                                  =======
 Net interest spread............                                   4.73%                                   4.08%
 Net interest margin............                                   5.21%                                   3.59%
 Ratio of interest earning
   assets to interest bearing 
   liabilities..................        108%                                       93%
</TABLE>

                                                                 12
<PAGE>
<TABLE>
<CAPTION>
OCWEN FINANCIAL CORPORATION
AVERAGE BALANCE / RATE ANALYSIS
                                                         Twelve Months Ended December 31,
                                  ----------------------------------     ---------------------------------
                                                 1997                                   1996
                                  ----------------------------------     ---------------------------------
                                   Average                Annualized     Average                Annualized
                                   Balance    Interest    Yield/rate     Balance   Interest     Yield/rate
                                  --------   ---------    ----------     -------   --------     ----------
                                                          (Dollars in thousands)
<S>                                <C>       <C>              <C>    <C>         <C>                <C>  
 AVERAGE ASSETS:
 Federal funds sold and
   repurchase agreements........   $163,671  $  8,959         5.47%  $   84,997  $   4,681          5.51%
 Securities available for sale..    299,558    28,545         9.53      284,433     26,932          9.47
 Securities held for trading....      3,295       248         7.53       21,291      1,216          5.71
 Loans available for sale ......    171,837    18,368        10.69      175,078     17,092          9.76
 Loan portfolio.................    410,863    54,701        13.31      328,378     36,818         11.21
 Discount loan portfolio........  1,283,020   157,649        12.29      675,345    103,165         15.28
 Investment securities and other     36,905     4,061        11.00       36,264      3,990         11.00
                                  ---------   -------                 ---------  ---------
      Total interest-earning
      assets, interest income...  2,369,149  $272,531        11.50    1,605,786    193,894         12.07
                                             --------                            ---------
 Non-interest earning cash......     14,843                               6,372
 Allowance for loan losses......    (22,001)                            (11,250)
 Investments in
   low-income housing tax
   credit interests.............     96,096                              83,110
 Investment in joint ventures...     34,777                              46,193
 Real estate owned, net.........    131,007                             137,250
 Other assets...................    211,643                             145,822
                                 ----------                          ----------
      Total assets.............. $2,835,514                          $2,013,283
                                 ==========                          ==========

 AVERAGE LIABILITIES AND
     STOCKHOLDERS' EQUITY:
 Interest-bearing demand 
   deposits..................... $   31,719  $  1,220         3.85%  $   33,167  $     620          1.87%
 Savings deposits...............      2,121        49         2.31        3,394         78          2.30
 Certificates of deposit........  1,964,351   120,801         6.15    1,481,197     93,075          6.28
                                  ---------  --------                 ---------  ---------
      Total interest-bearing
        deposits................  1,998,191   122,070         6.11    1,517,758     93,773          6.18
 Securities sold under
   agreements to repurchase.....     16,717     1,000         5.98       19,581      1,101          5.62
 Federal Home Loan Bank advances      9,482       518         5.46       71,221      4,053          5.69
 Obligations outstanding under
   lines of credit..............     84,272     5,578         6.62           --         --            --
 Notes, debentures and other
   interest bearing obligations.    228,233    27,123        11.88      148,282     17,233         11.62
                                  ---------  --------                 ---------  ---------
      Total interest-bearing
   liabilities, interest expense  2,336,895   156,289         6.69    1,756,842    116,160          6.61
                                             --------                            ---------
 Non-interest bearing deposits..     23,224                              10,938
 Escrow deposits................     78,986                              41,306
 Other liabilities..............    106,379                              42,865
                                 ----------                          ----------
      Total liabilities.........  2,545,484                           1,851,951
 Stockholders' equity...........    290,030                             161,332
                                 ----------                          ----------
      Total liabilities and
        stockholders' equity.... $2,835,514                          $2,013,283
                                 ==========                          ==========
 Net interest income before
   provision for loan losses....             $116,242                            $  77,734
                                             ========                            =========
 Net interest spread ...........                              4.81%                                 5.46%
 Net interest margin ...........                              4.91%                                 4.84%
 Ratio of interest earning
 assets to interest bearing
 liabilities ...................        101%                                91%
</TABLE>

                                                                 13
<PAGE>

<TABLE>
<CAPTION>
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION                                             December 31,
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)                                           --------------------------
                                                                                        1997          1996
                                                                                    -----------    -----------
<S>                                                                                 <C>            <C>        
ASSETS
Cash and amounts due from depository institutions ...............................   $    12,243    $     6,878
Interest bearing deposits .......................................................       140,001         13,341
Federal funds sold and repurchase agreements ....................................            --         32,000
Securities held for trading .....................................................            --         75,606
Securities available for sale, at market value ..................................       430,524        354,005
Loans available for sale, at lower of cost or market ............................       177,041        126,366
Investment securities, net ......................................................        59,567          8,901
Loan portfolio, net .............................................................       266,299        402,582
Discount loan portfolio, net ....................................................     1,434,176      1,060,953
Investments in low- income housing tax credit interests .........................       128,614         93,309
Investment in joint ventures ....................................................         1,056         67,909
Real estate owned, net ..........................................................       167,265        103,704
Investment in real estate .......................................................        65,972         41,033
Premises and equipment, net .....................................................        21,542         14,619
Income taxes receivable .........................................................            --         15,115
Deferred tax asset ..............................................................        45,148          5,860
Excess of purchase price over net assets acquired ...............................        15,560             --
Principal, interest and dividends receivable ....................................        17,284         16,821
Escrow advances on loans ........................................................        47,888         27,409
Other assets ....................................................................        38,985         17,274
                                                                                    -----------    -----------
                                                                                    $ 3,069,165    $ 2,483,685
                                                                                    ===========    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
   Deposits .....................................................................   $ 1,982,822    $ 1,919,742
   Advances from the Federal Home Loan Bank .....................................            --            399
   Securities sold under agreements to repurchase ...............................       108,250         74,546
   Notes, debentures and other interest bearing obligations .....................       226,975        225,573
   Obligations outstanding under lines of credit ................................       118,304             --
   Accrued interest payable .....................................................        32,238         24,843
   Income taxes payable .........................................................         3,132             --
   Accrued expenses, payables and other liabilities .............................        51,709         34,986
                                                                                    -----------    -----------
     Total liabilities ..........................................................     2,523,430      2,280,089
                                                                                    -----------    -----------

Company-obligated, mandatorily redeemable securities of subsidiary trust holding
   solely junior subordinated debentures of the Company .........................       125,000             --
Minority interest ...............................................................         1,043             --

STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value; 20,000,000 shares authorized; 0 shares issued
     and outstanding ............................................................            --             --
   Common stock, $.01 par value; 200,000,000 shares authorized; 60,565,835 and
     53,488,340 shares issued and outstanding at December 31, 1997 and 1996,
     respectively ...............................................................           606            535
   Additional paid-in capital ...................................................       164,751         22,990
   Retained earnings ............................................................       259,349        180,417
   Unrealized (loss) gain on securities available for sale and equity securities,        
     net of taxes................................................................        (5,014)         3,486
   Notes receivable on exercise of common stock options .........................            --         (3,832)
                                                                                    -----------    -----------
     Total stockholders' equity .................................................       419,692        203,596
                                                                                    -----------    -----------
                                                                                    $ 3,069,165    $ 2,483,685
                                                                                    ===========    ===========
</TABLE>

                                       14
<PAGE>
<TABLE>
<CAPTION>
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
- ----------------------------------------------------------------------------------------------------------------------------
                                                                       Three Months                     Twelve Months
                                                               -----------------------------   -----------------------------
For the periods ended December 31,                                  1997           1996             1997            1996
                                                               -------------   -------------   -------------   -------------
<S>                                                             <C>             <C>             <C>             <C>         
Interest income:
   Federal funds sold and repurchase agreements .............   $      1,663    $        842    $      8,959    $      4,681
   Securities available for sale ............................          5,775           6,978          28,545          26,932
   Securities held for trading ..............................             --           1,216             248           1,216
   Loans available for sale .................................          7,277           2,923          18,368          17,092
   Loans ....................................................         16,910          10,084          54,701          36,818
   Discount loans ...........................................         40,809          27,313         157,649         103,165
   Investment securities and other ..........................          1,302             936           4,061           3,990
                                                                ------------    ------------    ------------    ------------
                                                                      73,736          50,292         272,531         193,894
                                                                ------------    ------------    ------------    ------------
Interest expense:
   Deposits .................................................         29,749          25,539         122,070          93,773
   Securities sold under agreements to repurchase ...........            467             415           1,000           1,101
   Advances from the Federal Home Loan Bank .................             82           1,064             518           4,053
   Obligations outstanding under lines of credit ............          3,267              --           5,578              --
   Notes, debentures and other interest bearing obligations .          6,748           6,889          27,123          17,233
                                                                ------------    ------------    ------------    ------------
                                                                      40,313          33,907         156,289         116,160
                                                                ------------    ------------    ------------    ------------
      Net interest income before provision for loan losses ..         33,423          16,385         116,242          77,734
Provision for loan losses ...................................         10,479           3,611          32,218          22,450
                                                                ------------    ------------    ------------    ------------
      Net interest income after provision for loan losses ...         22,944          12,774          84,024          55,284
                                                                ------------    ------------    ------------    ------------
Non-interest income:
  Servicing fees and other charges ..........................          8,479           2,737          25,881           4,682
  Gains on sales of interest earning assets, net ............         36,070           4,102          82,212          21,682
  Income (loss)  on real estate owned, net ..................         (1,351)           (640)          7,277           3,827
  Other income ..............................................            600           4,596           8,498           7,112
                                                                ------------    ------------    ------------    ------------
                                                                      43,798          10,795         123,868          37,303
                                                                ------------    ------------    ------------    ------------
Non-interest expense:
  Compensation and employee benefits ........................         22,504          15,873          77,573          39,043
  Occupancy and equipment ...................................          5,839           2,543          17,657           8,921
  Net operating loss (income) on investments in real estate
    and certain low-income housing tax credit interests .....          2,973            (326)          4,792            (425)
  Savings Association Insurance Fund recapitalization
   assessment ...............................................             --              --              --           7,140
  Other operating expenses ..................................         10,482           4,430          26,771          14,927
                                                                ------------    ------------    ------------    ------------
                                                                      41,798          22,520         126,793          69,606
                                                                ------------    ------------    ------------    ------------
Distributions on Company-obligated, mandatorily redeemable
  securities of subsidiary trust holding solely junior
  subordinated debentures of the Company ....................          3,399              --           5,249              --

Equity in earnings of investment in joint ventures ..........          7,468          33,103          23,688          38,320
                                                                ------------    ------------    ------------    ------------

     Income before income taxes .............................         29,013          34,152          99,538          61,301
Income tax expense ..........................................         (6,398)         (9,092)        (21,309)        (11,159)
Minority interest in net loss of consolidated subsidiary ....            319              --             703              --
                                                                ------------    ------------    ------------    ------------
     Net income..............................................   $     22,934    $     25,060    $     78,932    $     50,142
                                                                ============    ============    ============    ============
Earnings per share:
     Basic...................................................   $       0.38    $       0.47    $       1.40    $       0.99
                                                                ============    ============    ============    ============
     Diluted.... ............................................   $       0.37    $       0.46    $       1.39    $       0.94
                                                                ============    ============    ============    ============
Weighted average common shares outstanding:
     Basic...................................................     60,541,578      53,488,340      56,185,956      50,556,572
                                                                ============    ============    ============    ============
     Diluted.................................................     61,321,725      53,932,118      56,836,484      53,378,882
                                                                ============    ============    ============    ============
</TABLE>
                                       15


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