OCWEN FINANCIAL CORP
8-K, 1998-07-30
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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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, 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)(ZIP CODE)


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



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






                                  PAGE 1 OF 18
                             EXHIBIT INDEX ON PAGE 4


<PAGE>


ITEM 5.  OTHER EVENTS

The news release of Ocwen Financial  Corporation  dated July 28, 1998 announcing
the second  quarter  1998  results and certain  other  information,  is attached
hereto 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 July 28, 1998.


                                       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 FINANCIAL CORPORATION
                                   (Registrant)


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



Date:   July 30, 1998


                                       3
<PAGE>


INDEX TO EXHIBIT



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

       99          News release of Ocwen  Financial  Corporation  dated      5
                   July 28, 1998,  announcing  the second  quarter 1998
                   results and certain  other  information.


                                       4



================================================================================
Ocwen Financial Corporation                                           Exhibit 99
1675 Palm Beach Lakes Blvd.
West Palm Beach, FL  33401
NYSE symbol: OCN
================================================================================

NEWS RELEASE:     IMMEDIATE                                        July 28, 1998

OCWEN FINANCIAL CORPORATION REPORTS STRONG CORE SECOND QUARTER RESULTS BEFORE IO
WRITE-DOWN

o   Core earnings strong 
o   Capital up year to date
o   Loss on sale of entire AAA-rated agency IO portfolio
o   Exploring strategic alliances

WEST PALM BEACH,  FL - Ocwen  Financial  Corporation  (NYSE:  OCN) ("OCN" or the
"Company") today reported earnings for the second quarter ended June 30, 1998 of
$0.40 per diluted  share  before the impact of a $1.02 per diluted  share charge
against  earnings related to the Company's  decision to immediately  discontinue
its  investments in AAA-rated  agency  interest-only  and inverse  interest-only
securities  (together,  "IOs").  Excluding  the IO related  charge,  the Company
reported  earnings of $24.5  million for the 1998 second  quarter and returns on
average assets and average equity of 2.45% and 22.52%,  respectively.  Including
the IO related  charge,  the Company  reported a net loss of $37.9  million,  or
$(0.62) per diluted  share,  for the 1998 second  quarter.  This compares to net
income of $18.8  million  for the second  quarter of 1997,  or $0.35 per diluted
share and  returns on average  assets and  average  equity of 2.75% and  32.29%,
respectively.

Excluding  the IO related  charge,  for the first six months of 1998 the Company
reported  earnings of $46.8  million or $0.76 per  diluted  share and returns on
average assets and average equity of 2.58% and 21.75%,  respectively.  Including
the IO related  charge,  net loss for the first six months of 1998 totaled $15.6
million, as compared to net income of $35.8 million for the same period in 1997.
Diluted  earnings  per share were $(0.25) for the six months ended June 30, 1998
versus $0.66 for the same period in 1997.

William C. Erbey, Chairman and Chief Executive Officer,  said,  "Obviously,  the
write-down was very disappointing.  However, we are very pleased with the strong
results in our major lines of business,  which remain very  profitable and ahead
of our 1998 business plan. Very simply,  these results  clearly  demonstrate the
underlying strengths of our core businesses."

Mr. Erbey added,  "In addition to our major business lines, OCN has historically
invested in a portfolio of AAA-rated agency IOs. Due to unprecedented  levels of
mortgage  prepayments and a continued inversion in the shape of the yield curve,
what we until very  recently  believed  to be a sound  investment  strategy  has
become one of increasing  volatility and sensitivity to interest rate movements.
Therefore, we have decided to put this behind us and discontinue this investment
activity.  To that end, we wrote-down the book value of the IOs by $77.6 million
in the second quarter and on July 27, 1998, we disposed of the entire  portfolio
at book value."

Mr. Erbey continued,  "Our ability to generate strong earnings in the first half
of  1998  from  our  core  businesses  and  our  high  level  of  liquidity  and
capitalization  will enable us to focus on and continue to grow these businesses
both domestically and  internationally.  Since we went public,  and looking back
before  that time,  we have  generated  an  impressive  financial  record  which
reflects our proven ability to successfully manage  servicing-intensive  assets.
In the last three  years,  OCN has earned an average  28% return on equity and a
58% growth rate in earnings  per share.  We believe  that OCN's core  businesses
will continue to see substantial growth and profitability in the future."

Mr.  Erbey  further  stated,  "Today,  OCN is the largest  purchaser of domestic
distressed  residential and commercial real estate loans (based on 1997 and 1996
loan acquisition volumes) and a leading servicer of distressed mortgage loans in
the  United  States.  This  leadership  position  reflects  our  experience  and
expertise in this business and our use


- --------------------------------------------------------------------------------
Contacts                 Christine A. Reich                    (561) 682-8569
                          William C. Erbey                     (561) 682-8520
                           Mark S. Zeidman                     (561) 682-8600
- --------------------------------------------------------------------------------

                                       5
<PAGE>

Ocwen Financial Corporation (OCN)
Second Quarter Results
July 28, 1998

of advanced  computer  systems and proprietary  software.  Moreover,  we are the
first financial  services company  designated by rating agencies as a top-ranked
Special  Servicer for both commercial and residential  assets.  Accordingly,  as
part of our strategic focus on further  development of our core competencies and
fee-based  business  lines,  we have  engaged  an  investment  bank to  identify
strategic  partners who can enable us to expand our franchise both  domestically
and  internationally.  By combining our strengths in systems and technology with
strategic  partners who have the ability to finance assets  globally and provide
wider brand name  recognition,  we believe that we will be able to penetrate the
distressed  asset  marketplace  more  effectively  and add value to our  various
constituencies.  I am excited about the  opportunities  that such  alliances may
offer in the years to come."

<TABLE>
<CAPTION>
SECOND QUARTER AND SIX MONTHS RESULTS AT A GLANCE        Second Quarter                    Six Months
- ------------------------------------------------- ----------------------------    ----------------------------
In thousands of dollars, except per share data        1998            1997            1998            1997
- ------------------------------------------------- ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>         
Revenues .......................................  $    102,275    $     62,664    $    164,866    $    115,751
Provision for loan losses ......................        (9,675)         (7,909)        (11,929)        (17,651)
Impairment loss on AAA-rated agency IOs.........       (77,645)             --         (77,645)             --
Expenses .......................................       (59,169)        (31,080)        (96,621)        (53,777)
Income tax benefit (expense) ...................         6,383          (5,126)          5,810          (8,733)
Minority interest ..............................           (68)            243             (35)            243
Net (loss) income ..............................       (37,899)         18,792         (15,554)         35,833
Earnings per share:
   Basic .......................................         (0.62)           0.35           (0.26)           0.67
   Diluted .....................................         (0.62)           0.35           (0.25)           0.66
Weighted average shares outstanding:
   Basic .......................................    60,713,593      53,599,022      60,682,432      53,599,014
   Diluted .....................................    61,326,784      54,127,521      61,336,494      54,137,127
</TABLE>

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

Revenues,  excluding the impairment loss,  increased $39.6 million or 63% in the
second  quarter of 1998 from a year ago and were up $49.1 million or 42% for the
first six months of 1998.

o    Net interest income before provision for loan losses increased $6.1 million
     or 22% to $34.2  million  in the second  quarter of 1998.  In the first six
     months of 1998, net interest income  increased $5.9 million or 13% to $51.3
     million.  The increase in net interest  income during the second quarter of
     1998 was largely  due to a $21.3  million  increase  in interest  income on
     loans  available  for sale offset by a $15.1  million  increase in interest
     expense on obligations outstanding under lines of credit.

o    Non-interest income, excluding the impairment loss, increased $34.8 million
     or 105% to $68.1  million in the second  quarter of 1998.  This increase is
     due  primarily  to a $10.5  million  increase in gains on sales of interest
     earning  assets,  an $8.6  million  increase  in  servicing  fees and other
     charges,  a $5.9  million  increase in gain on real estate owned and a $9.8
     million increase in other income. The increase in servicing fees reflects a
     significant  increase in loans  serviced for others,  from $5.51 billion at
     December 31, 1997 to $8.17 billion at June 30, 1998,  primarily as a result
     of securitizations of single family residential discount loans and subprime
     loans held by the Company,  and  agreements to service  mortgage  loans for
     others.   OCN  has  also   increasingly   entered  into  special  servicing
     arrangements whereby the Company services loans that become greater than 60
     days past due and  receives  additional  fees to the  extent  certain  loss
     mitigation parameters are achieved.  Through June 30, 1998, the Company has
     been  designated  as  a  special  servicer  for  pools  of  loans  totaling
     approximately  $8.7 billion in unpaid principal  balance.  In the first six
     months of 1998, non-interest income excluding the impairment loss increased
     108% to $113.5 million.

o    Impairment loss on AAA-rated agency IOs amounted to $77.6 million, or $62.4
     million after tax, for the second quarter and first six months of 1998. The
     entire  AAA-rated  agency IO  portfolio  was sold on July 27,  1998 at book
     value.

                                       6
<PAGE>

Ocwen Financial Corporation (OCN)
Second Quarter Results
July 28, 1998

Provision for loan losses  increased  $1.8 million in the second quarter of 1998
as compared to 1997 due to the  establishment  of a $2.1 million general reserve
on discount  loans.  Provision for loan losses  decreased by $5.7 million during
the  first  six  months  of 1998  primarily  as a  result  of the  recapture  of
previously  established  provisions  for  loan  losses  in  connection  with the
securitization  of  single-family  residential  discount  loans during the first
quarter of 1998 and the inclusion in the provision for loan losses for the first
quarter of 1997 of $2.0 million of  additional  reserves  provided in connection
with the  unsecuritized  discount  loans  remaining  from the first quarter 1997
securitization.

Expenses rose $28.1 million or 90% in the second  quarter of 1998 as a result of
growth in our core  business  lines and  expenses  of OTX and Ocwen  U.K.  which
amounted to $3.5 million and $11.3 million, respectively. Details of this growth
include:

o    Compensation and employee benefits increased $10.1 million or 51% primarily
     due to an 83%  increase  in the  average  number of  employees  from 823 to
     1,510.
o    Occupancy and equipment expense increased $4.6 million or 116%.
o    Distributions  on capital  securities  amounted to $ 3.4 million during the
     second  quarter of 1998 as compared to $0 during the same period of 1997.
o    Other operating  expenses increased by $9.1 million primarily due to a $5.8
     million  increase in loan  related  expenses,  a $2.2  million  increase in
     professional expenses and a $1.4 million increase in marketing expenses.

Income tax  benefit was  recorded  at a rate of 14.4% for the second  quarter of
1998 as compared to income tax expense of 21.7% for the comparable period in the
prior year.  The Company  estimates  that its  effective  tax rate for 1998 will
approximate  11.5% before the use of a net operating  loss  carry-forward  which
resulted in a $3.4 million increase in tax benefit for the first half of 1998.

RECENT DEVELOPMENTS

On April 24, 1998,  the Company and Ocwen Asset  Investment  Corp.  (NYSE:  OAC)
("OAC")  completed the joint closing of the transaction  previously agreed to by
the Company for the acquisition of substantially all of the assets,  and certain
liabilities, of the United Kingdom ("UK") operations of Cityscape Financial Corp
("Cityscape").  As consummated,  the Company acquired  Cityscape's mortgage loan
portfolio  and  residential  subprime  mortgage loan  origination  and servicing
businesses for  (pound)249.6  million ($421.3  million) and assumed  (pound)20.3
million ($34.3  million) of Cityscape's  liabilities.  OAC acquired  Cityscape's
securitized mortgage loan residuals for (pound)33.7 million ($56.9 million).  In
addition,  the Company and OAC entered into an agreement  for Ocwen Federal Bank
FSB (the "Bank") to service the securitized mortgage loan residuals purchased by
OAC in the transaction.

On May 12,  1998,  the Company  established  a  wholly-owned  subsidiary,  Ocwen
Technology  Xchange,   Inc.  ("OTX"),  to  supply  its  advanced  mortgage  loan
servicing,  resolution and work flow  technology to the mortgage and real estate
industries. OTX will also license its DATATrakTM technology. The Company decided
to form  OTX in  order  to  leverage  the  Company's  servicing  experience  and
technology  and  to  benefit  from  the   opportunities   presented  by  current
inefficiencies in the real estate market. The foundation of OTX was strengthened
by the Company's previous  acquisition of two software  companies:  Amos, Inc. a
developer  of mortgage  loan  servicing  and  origination  software and workflow
technology,  in October of 1997,  and DTS  Communications,  Inc., a leading real
estate technology company, in January of 1998.

On May 19, 1998, the Company announced the promotion of four key executives. The
promoted  executives are Christine A. Reich, who was promoted to the position of
President;  John R. Erbey,  who was named Senior  Managing  Director and General
Counsel as well as Chairman  and Chief  Executive  Officer of OTX; and Jordan C.
Paul and Ronald M. Faris,  who were  promoted to the newly  created  position of
Executive Vice President.

On June 29, 1998,  the Company  completed the  securitization  of 4,522 subprime
single family  residential  mortgage  loans with an aggregate  unpaid  principal
balance of $382.7  million.  The Company  recorded a net gain of $9.7 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 security.

                                       7
<PAGE>
Ocwen Financial Corporation (OCN)
Second Quarter Results
July 28, 1998

On June 29, 1998,  the Company,  as part of a larger  transaction  involving the
Company,  Black Rock Finance LP and Residential Funding  Corporation,  completed
the  securitization of 1,155 single family  residential  mortgage discount loans
with an  aggregate  unpaid  principal  balance  of $98.3  million.  The  Company
recorded  a net  gain of $12.2  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  subordinate
security.

On June 30, 1998, the Company completed the securitization of 14,179 UK subprime
single family  residential  mortgage  loans with an aggregate  unpaid  principal
balance  of   (pound)218.1   million   ($363.8   million),   the  largest   such
securitization  in the  history  of the UK. The  Company  recorded a net gain of
(pound)5.5  million ($9.1 million) on the sale of  (pound)222.0  million ($370.3
million) 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 security.

For the six months ended June 30, 1998,  the Company  purchased  discount  loans
with a total unpaid principal balance of approximately $673.7 million.  Combined
purchases and  originations  of subprime single family loans for the same period
amounted to approximately  $1.13 billion of unpaid principal balance,  including
$292.8 million  purchased from the US operations of Cityscape and $421.3 million
purchased in connection  with the  acquisition of the UK operations of Cityscape
as previously announced.

THE  REMAINDER OF THIS RELEASE  CONTAINS  SUMMARY  INFORMATION  ON THE COMPANY'S
SEGMENT  PROFITABILITY,  SPECIFIC  AREAS OF  RESULTS,  FINANCIAL  CONDITION  AND
AVERAGE  BALANCES  AND  RATES,  AS  WELL  AS  THE  COMPANY'S  INTERIM  UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS.

NET INCOME SUMMARY BY BUSINESS ACTIVITY

The Company  continues to engage in significant  discount loan  acquisition  and
resolution activities and a variety of other mortgage lending activities,  which
generally reflect the Company's desire to focus on business lines which leverage
its core competency, the servicing and management of servicing intensive assets.
The following table presents the estimated  contribution by business activity to
the Company's net income for the periods indicated.

<TABLE>
<CAPTION>
                                                              Three Months                              Six Months
                                               ------------------------------------------  -------------------------------------
For the periods ended June 30,                         1998                   1997                1998                1997
                                               -------------------    -------------------  ------------------  -----------------
(Dollars in thousands)                          Amount       %         Amount       %       Amount      %       Amount     %
- --------------------------------------------   --------   --------    --------   --------  --------  --------  -------- --------
<S>                                            <C>              <C>          <C>           <C>             <C> <C>            <C>
Discount Loans:
  Single family residential loans ..........   $  5,524         23    $  5,072         27  $ 22,519        48  $ 12,324       34
  Large commercial real estate loans .......     10,434         43       6,813         36    13,297        29     9,804       27
  Small commercial real estate loans .......      2,649         11         588          3     6,018        13     1,142        3

Investment in low-income housing tax credits        535          2       2,161         12     5,285        11     3,760       11

Commercial real estate lending .............      5,661         23       1,466          8     5,318        11     2,068        6

Subprime single family residential lending .      1,092          4        (198)        (1)    2,364         5       744        2

Mortgage loan servicing ....................      2,600         11          38         --     4,128         9     1,108        3

Investment securities ......................     (2,044)        (8)      1,761          9    (9,748)      (21)    3,405       10

OTX ........................................     (3,147)       (14)         --         --    (4,250)       (9)       --       --

Other ......................................      1,165          5       1,091          6     1,883         4     1,478        4
                                               --------   --------    --------   --------  --------  --------  --------  --------
                                                 24,469        100%     18,792        100%   46,814       100%   35,833      100%
                                                          ========               ========            ========            ========

Impairment loss on AAA-rated agency IOs.....    (62,368)                    --              (62,368)                 --
                                               --------               --------             --------            --------
                                               $(37,899)              $ 18,792             $(15,554)           $ 35,833
                                               ========               ========             ========            ========
</TABLE>
                                                                 8
<PAGE>

Ocwen Financial Corporation (OCN)
Second Quarter Results
July 28, 1998

REVENUES

NET INTEREST INCOME

Interest  income of $87.1  million for the second  quarter of 1998  increased by
$20.1 million or 30% over that of the second  quarter of 1997.  This increase is
the  result of a $1.07  billion  increase  in average  interest-earning  assets,
offset by a 135 basis point decrease in the average yield earned. The decline in
the average  yield earned for the second  quarter of 1998 is primarily  due to a
decline  in the  yield  on  securities  available  for  sale  (primarily  due to
declining  yields on the IO portfolio and a $4.2 million  charge on the subprime
residual securities due to accelerated  prepayments of mortgage loans) offset in
part by an  increase  in the  yield  on the  loan  portfolio  (primarily  due to
additional  interest  received in connection  with the payoff of  nonresidential
loans.) Of the $1.07  billion net increase in average  interest-earning  assets,
$281.6 million and $862.5 million  related to securities  available for sale and
loans  available  for sale,  respectively,  offset by  $162.0  million  decrease
related to the loan  portfolio.  The $862.5 million  increase in loans available
for sale is  primarily  as a result of $292.8  million  purchased  from the U.S.
operations of Cityscape  and $421.3  million  purchased in  connection  with the
acquisition   of  the  UK  operations   of  Cityscape.   The  average  yield  on
interest-earning  assets was 10.24% and 11.47% in the second quarter of 1998 and
1997,  respectively,  and 9.60% and  10.79% in the first six  months of 1998 and
1997,  respectively.  For the first six months of 1998, interest income amounted
to $144.8 million, a $23.3 million or 19% increase over the same period in 1997.

Interest  expense of $52.9 million for the second  quarter of 1998  increased by
$14.1 million or 36% over the comparable period in the prior year as a result of
a $836.5 million or 36% net increase in the average balance of  interest-bearing
liabilities.  Of the $836.5  million  net  increase  in the  average  balance of
interest-bearing  liabilities,  $924.2  million  and $145.1  million  related to
increases  in  borrowings  under  lines of  credit  and  securities  sold  under
agreements to repurchase,  respectively,  offset by a $187.4 million  decline in
certificates of deposit.  The average rate paid on interest-bearing  liabilities
was 6.65% and 6.63% in the second  quarter of 1998 and 1997,  respectively.  For
the first six months of 1998,  interest  expense  amounted to $93.4  million,  a
$17.4 million or 23% increase over the same period of the prior year.

As a result of the above,  net interest income before  provision for loan losses
of $34.2 million for the second quarter of 1998 increased by $6.1 million or 22%
from the  second  quarter  of 1997 and the net  interest  margin  for the second
quarter of 1998  decreased  to 4.02% from 4.81% for the second  quarter of 1997.
Net interest  income of $51.3 million for the first six months of 1998 increased
$5.9  million  or 13% over the  comparable  period of the prior year and the net
interest margin declined 64 basis points to 3.40%.

NON-INTEREST INCOME

Exclusive of the $77.6 million impairment loss on the IO portfolio, non-interest
income for the second quarter of 1998 amounted to $68.1 million,  an increase of
$34.8 million or 105% from that of the second  quarter of 1997. The increase was
primarily  due  to a  $10.5  million  or 45%  increase  in  gains  on  sales  of
interest-earning  assets, an $8.6 million or 178% increase in servicing fees and
other charges,  a $5.9 million increase in gain on real estate owned, and a $9.8
million  increase in other income which  includes $2.9 million of gains on sales
of investments in real estate,  $2.7 million of brokerage  commissions earned in
connection  with  the UK  loan  originations,  and a $1.1  million  increase  in
management fees received from OAC. Gains on sales of interest-earning assets for
the second quarter of 1998 of $33.8 million were  primarily  comprised of a $9.7
million gain recognized in connection with the  securitization of 4,522 subprime
single-family  residential  mortgage  loans with an aggregate  unpaid  principal
balance of $382.7  million,  a $12.2 million gain  recognized in connection with
the  securitization of 1,155 discount single family  residential  mortgage loans
with an aggregate unpaid principal balance of $98.3 million, a $9.1 million gain
recognized in connection  with the  securitization  of 14,179 UK subprime single
family residential  mortgage loans with an aggregate unpaid principal balance of
(pound)218.1  million ($363.8 million) and a $2.8 million gain recognized on the
sale of discount loans. Gains on sales of interest-earning  assets for the first
six months of 1998  increased by $22.4  million from the same period in 1997 and
includes  $24.6  million in gains earned  during the first quarter in connection
with two securitizations of discount and subprime mortgage loans.

                                       9

<PAGE>

Ocwen Financial Corporation (OCN)
Second Quarter Results
July 28, 1998

The increase in servicing  fees and other  charges  reflects an increase in loan
servicing  and related  fees as a result of an increase  in loans  serviced  for
others. The unpaid principal balance of loans serviced for others averaged $7.12
billion  and  $2.50  billion  during  the  second  quarter  of  1998  and  1997,
respectively, and $6.63 billion and $2.27 billion during the first six months of
1998 and 1997, respectively.  At June 30, 1998, Ocwen serviced 125,318 loans for
third parties totaling $8.17 billion.

IMPAIRMENT LOSS ON AAA-RATED AGENCY IOS

Impairment  loss on AAA-rated  agency IOs was $77.6  million,  or $62.4  million
after tax,  for the second  quarter  and first six months of 1998.  This  charge
resulted from the Company's decision to discontinue this activity and write-down
the book value of the IO portfolio. On July 27, 1998 the Company disposed of the
entire IO portfolio at book value.

EQUITY IN EARNINGS OF INVESTMENT IN JOINT VENTURES

On December 12, 1997, BCBF LLC (the "LLC"),  a joint venture between the Company
and Black  Rock  Finance  LP,  distributed  all of its  remaining  assets to its
partners.  As a result, no equity in earnings of investment in joint venture was
recorded  during 1998.  During the second quarter of 1997, the Company  recorded
$1.3 million of income related to its  investment in joint  ventures  consisting
primarily  of net interest  income.  Income from the joint  venture  amounted to
$15.7  million for the first six months of 1997 and includes $9.2 million of net
gains related to the  securitization  of single-family  residential loans in the
first quarter of 1997.

PROVISION FOR LOAN LOSSES

The  Company's  provision for loan losses  increased  $1.8 million in the second
quarter of 1998 as compared to 1997 due to an additional $2.1 million of general
reserve  established on discount loans.  Provision for loan losses  decreased by
$5.7 million during the first six months of 1998 to $11.9 million primarily as a
result of the recapture of previously  established provisions in connection with
the securitization of single-family  residential discount loans during the first
quarter of 1998 and the  inclusion in provision for the first quarter of 1997 of
$2.0  million  of  additional   reserves   provided  in   connection   with  the
unsecuritized   discount   loans   remaining   from  the  first   quarter   1997
securitization. At June 30, 1998, OCN had allowances for losses of $22.9 million
and $4.1 million on its discount loan and loan portfolios,  respectively,  which
amounted to 1.58% and 1.45% of the respective  balances.  The Company maintained
reserves  of  1.61%  and  1.37%  on its  discount  loans  and  loan  portfolios,
respectively, at December 31, 1997.

EXPENSES

NON-INTEREST EXPENSE

Non-interest  expense of $55.8  million  for the second  quarter of 1998,  which
includes  $3.5  million  and  $11.3  million   related  to  OTX  and  Ocwen  UK,
respectively,  increased by $24.7  million or 79% as compared to the same period
for 1997.  Compensation and employee benefits  increased by $10.1 million as the
average number of employees increased to 1,510 from 823. Occupancy and equipment
expense  increased $4.6 million  primarily due to an increase in data processing
costs,   general  office  equipment  expenses  and  rent  expense,  all  largely
attributable  to an increase in corporate and loan  production  office space and
the  increase  in the  number of  employees  discussed  above.  Other  operating
expenses  increased by $9.1 million  primarily due to a $5.8 million increase in
loan related  expenses,  a $2.2 million increase in professional  expenses and a
$1.4 million increase in marketing expenses.

                                       10
<PAGE>

Ocwen Financial Corporation (OCN)
Second Quarter Results
July 28, 1998

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

In August 1997,  Ocwen  Capital  Trust I, a  wholly-owned  subsidiary  of Ocwen,
issued $125.0 million of 10 7/8% Capital Securities.  Distributions  amounted to
$3.4  million and $6.8  million  during the three and six months  ended June 30,
1998, respectively, as compared to $0 for the same periods in 1997.

INCOME TAXES

Income tax benefit (expense)  amounted to $6.4 million and $(5.1) million during
the second quarter of 1998 and 1997,  respectively,  and $5.8 million and $(8.7)
million for the first six months of 1998 and 1997,  respectively.  The Company's
income taxes  reflect an expected tax rate of 11.52% for 1998 and a $3.4 million
tax  benefit   resulting   from  the  use  of  prior  year  net  operating  loss
carryforwards.  This  compares to an effective  tax rate of 21.4% for 1997.  The
Company's expected tax rate is less than its statutory tax rate primarily due to
tax credits of $4.3 million and $2.9 million for the second  quarter of 1998 and
1997,  respectively,  and $9.0 million and $6.5 million for the first six months
of 1998 and 1997, respectively, resulting from investments in low-income housing
tax credit  interests.  No  valuation  allowance  was  required at June 30, 1998
because it is expected  that  losses and tax credits  will be utilized to offset
taxable income and tax expense.

ASSETS AND LIABILITIES

At June 30, 1998,  the Company had $3.51  billion of total assets as compared to
$3.07  billion at December 31, 1997,  an increase of $436.4  million or 14%. The
increase in total assets was primarily due to a $161.3 million increase in loans
available for sale, a $112.5 million increase in securities  available for sale,
primarily  short  duration  collateralized  mortgage  obligations,  and a  $74.1
million increase in investment  securities.  OCN acquired  discount loans with a
combined total unpaid principal  balance of approximately  $585.8 million during
the three months ended June 30, 1998 resulting in total  acquisitions  of $673.7
million for the six months ended June 30, 1998.  In addition,  OCN purchased and
originated single family  residential  loans to subprime  borrowers with a total
unpaid  principal  balance of  approximately  $646.8  million  during the second
quarter of 1998,  including $421.3 million purchased from the U.K. operations of
Cityscape.  At June 30, 1998, the Company had $2.95 billion of total liabilities
as  compared  to $2.52  billion at  December  31,  1997.  The  increase in total
liabilities  was due  primarily to a $161.6  million  increase in deposits and a
$203.2  million  increase  in  obligations  outstanding  under  lines of  credit
(obtained  to  finance  the   acquisition   and  origination  of  single  family
residential subprime loans).

CAPITAL

Stockholders' equity increased $7.6 million or 2% during the first six months of
1998 from $419.7 million at December 31, 1997 to $427.3 million at June 30, 1998
primarily as the result of a $24.4 million  increase in net unrealized  gains on
securities  available for sale,  offset by a net loss of $15.6 million.  At June
30, 1998, stockholders' equity included $19.4 million of net unrealized gains on
securities  available for sale, as compared with $5.0 million of net  unrealized
losses at December 31, 1997.


                                       11
<PAGE>


Ocwen Financial Corporation (OCN)
Second Quarter Results
July 28, 1998

FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS CONTAINED HEREIN ARE NOT, AND CERTAIN STATEMENTS CONTAINED IN
FUTURE FILINGS BY THE COMPANY WITH THE SECURITIES AND EXCHANGE  COMMISSION  (THE
"SEC"),  IN THE COMPANY'S  PRESS  RELEASES OR IN THE  COMPANY'S  OTHER PUBLIC OR
SHAREHOLDER  COMMUNICATIONS,  MAY  NOT BE  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,  WHICH  ARE  BASED ON  VARIOUS
ASSUMPTIONS (SOME OF WHICH ARE BEYOND THE COMPANY'S CONTROL),  MAY BE IDENTIFIED
BY REFERENCE TO A FUTURE PERIOD(S) OR BY THE USE OF FORWARD-LOOKING TERMINOLOGY,
SUCH AS "ANTICIPATE," "BELIEVE," "COMMITMENT,"  "CONSIDER," "CONTINUE," "COULD,"
"ENCOURAGE,"   "ESTIMATE,"   "EXPECT,"  "INTEND,"  "MAY,"  "  PLAN,"  "PRESENT,"
"PROPOSE," "PROSPECT," "WILL," FUTURE OR CONDITIONAL VERB TENSES, SIMILAR TERMS,
VARIATIONS  ON SUCH TERMS OR  NEGATIVES  OF SUCH  TERMS.  ALTHOUGH  THE  COMPANY
BELIEVES  THE  ANTICIPATED  RESULTS  OR  OTHER  EXPECTATIONS  REFLECTED  IN SUCH
FORWARD-LOOKING  STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS,  IT CAN GIVE NO
ASSURANCE THAT THOSE RESULTS OR  EXPECTATIONS  WILL BE ATTAINED.  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 POLICIES,  PREVAILING  INTEREST OR
CURRENCY EXCHANGE RATES, GOVERNMENT REGULATIONS AFFECTING FINANCIAL INSTITUTIONS
(INCLUDING REGULATORY FEES AND CAPITAL  REQUIREMENTS),  COMPETITIVE PRODUCTS AND
PRICING, CREDIT, PREPAYMENT, BASIS AND ASSET/LIABILITY RISKS (INCLUDING INTEREST
AND  RELATED  PREPAYMENT  RISK  WITH  RESPECT  TO  RESIDENTIAL  AND  SUBORDINATE
SECURITIES  RELATED BY THE COMPANY  FROM ITS  SECURITIZATIONS),  LOAN  SERVICING
EFFECTIVENESS,  THE COURSE OF  NEGOTIATIONS  AND THE ABILITY TO REACH  AGREEMENT
WITH RESPECT TO THE MATERIAL TERMS OF ANY PARTICULAR  TRANSACTION,  SATISFACTORY
DUE DILIGENCE  RESULTS,  SATISFACTION  OR  FULFILLMENT  OF AGREED UPON TERMS AND
CONDITIONS  OF  CLOSING OR  PERFORMANCE,  THE  TIMING OF  TRANSACTION  CLOSINGS,
ACQUISITIONS AND THE INTEGRATION OF ACQUIRED BUSINESSES,  SOFTWARE  INTEGRATION,
DEVELOPMENT   AND  LICENSING,   THE  FINANCIAL  AND  SECURITIES   MARKETS,   THE
AVAILABILITY OF AND COSTS ASSOCIATED WITH OBTAINING  ADEQUATE AND TIMELY SOURCES
OF  LIQUIDITY,  DEPENDENCE  ON  EXISTING  SOURCES OF  FUNDING,  AVAILABILITY  OF
DISCOUNT  LOANS FOR  PURCHASE,  SIZE AND  NATURE  OF THE  SECONDARY  MARKET  FOR
MORTGAGE  LOANS AND THE  SECURITIZATION  MARKET,  GEOGRAPHIC  CONCENTRATIONS  OF
ASSETS,   OTHER  FACTORS   GENERALLY   UNDERSTOOD  TO  AFFECT  THE  REAL  ESTATE
ACQUISITION,  MORTGAGE AND LEASING MARKETS AND SECURITIES INVESTMENTS, AND OTHER
RISKS  DETAILED FROM TIME TO TIME IN THE COMPANY'S  REPORTS AND FILINGS WITH THE
SEC,  INCLUDING ITS REGISTRATION  STATEMENTS ON FORM S-1 AND PERIODIC REPORTS ON
FORMS 10-Q,  8-K AND 10-K.  THE COMPANY  DOES NOT  UNDERTAKE,  AND  SPECIFICALLY
DISCLAIMS  ANY  OBLIGATION,  TO PUBLICLY  RELEASE THE RESULT(S) 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.

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


                                       12
<PAGE>


Ocwen Financial Corporation (OCN)
Second Quarter Results
July 28, 1998

<TABLE>
<CAPTION>
OCWEN FINANCIAL CORPORATION                               At or for the Three                        At or for the Six
FINANCIAL SUMMARY                                        Months ended June 30,                      Months ended June 30,
                                               ----------------------------------------    ----------------------------------------
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)         1998            1997        Change %        1998            1997        Change %
- --------------------------------------------   -----------     -----------   ----------    -----------     -----------   ---------- 
<S>                                            <C>             <C>                   <C>   <C>             <C>                   <C>
OPERATIONS DATA:
Interest income ............................   $    87,082     $    66,942           30    $   144,769     $   121,469           19
Interest expense ...........................        52,930          38,868           36         93,432          76,032           23
                                               -----------     -----------                 -----------     -----------
Net interest income ........................        34,152          28,074           22         51,337          45,437           13
Provision for loan losses ..................         9,675           7,909           22         11,929          17,651          (32)
                                               -----------     -----------                 -----------     -----------
   Net interest income after provision for
     loan losses ...........................        24,477          20,165           21         39,408          27,786           42
                                               -----------     -----------                 -----------     -----------
Servicing fees and other charges ...........        13,488           4,845          178         23,260          10,081          131
Gain on sale of interest-earning assets, net        33,828          23,365           45         62,565          40,143           56
Impairment loss on AAA-rated agency IOs ....       (77,645)             --           --        (77,645)             --           --
Other non-interest income ..................        20,807           5,079          310         27,704           4,416          527
                                               -----------     -----------                 -----------     -----------
  Total non-interest income ................        (9,522)         33,289         (129)        35,884          54,640          (34)
                                               -----------     -----------                 -----------     -----------
Compensation and employee benefits .........        29,766          19,676           51         51,247          34,599           48
Other non-interest expense .................        26,005          11,404          128         38,577          19,178          101
                                               -----------     -----------                 -----------     -----------
  Total non-interest expense ...............        55,771          31,080           79         89,824          53,777           67
Distributions on Company-obligated,
  mandatorily redeemable securities of
  subsidiary trust holding solely junior
  subordinated debentures ..................         3,398              --                       6,797              --           --
Equity in earnings of investment in joint
  ventures .................................            --           1,301         (100)            --          15,674         (100)
                                               -----------     -----------                 -----------     -----------
  (Loss) income before income taxes ........       (44,214)         23,675         (287)       (21,329)         44,323         (148)
                                               -----------     -----------                 -----------     -----------
Income tax benefit (expense) ...............         6,383          (5,126)         225          5,810          (8,733)         167
Minority interest ..........................           (68)            243         (128)           (35)            243         (114)
                                               -----------     -----------                 -----------     -----------
  Net (loss) income ........................   $   (37,899)    $    18,792         (302)   $   (15,554)    $    35,833         (143)
                                               ===========     ===========                 ===========     ===========

Earnings per share:
  Basic ....................................   $     (0.62)    $      0.35         (277)   $     (0.26)    $      0.67         (139)
  Diluted ..................................   $     (0.62)    $      0.35         (277)   $     (0.25)    $      0.66         (138)

KEY RATIOS:

Net interest spread ........................          3.59%           4.84%         (26)          2.91%           4.18%         (30)
Net interest margin ........................          4.02%           4.81%         (16)          3.40%           4.04%         (16)
Annualized Return on Average:
  Assets (1) (2) ...........................         (3.80)%          2.75%        (238)         (0.86)%          2.68%        (132)
  Equity (2) ...............................        (34.88)%         32.29%        (208)         (7.23)%         32.23%        (122)
Efficiency Ratio (3) .......................        226.44%          49.60%         357         102.98%          46.46%         122

AVERAGE BALANCES:
Securities available for sale ..............   $   589,879     $   308,267           91    $   559,602     $   323,640           73
Loan portfolio .............................       285,609         447,591          (36)       283,412         435,642          (35)
Discount loan portfolio ....................     1,307,021       1,350,151           (3)     1,343,067       1,234,186            9
Total interest-earning assets ..............     3,401,335       2,334,115           46      3,015,879       2,251,951           34
Total assets ...............................     3,992,902       2,732,315           46      3,623,476       2,671,306           36

Deposits ...................................     1,871,984       2,075,371          (10)     1,827,846       2,032,980          (10)
Total interest-earning liabilities .........     3,181,946       2,345,476           36      2,793,556       2,302,046           21
Total liabilities ..........................     3,558,304       2,499,557           42      3,192,932       2,448,920           30
Total stockholders' equity .................       434,598         232,758           87        430,544         222,386           94
</TABLE>


                                                                 13
<PAGE>


Ocwen Financial Corporation (OCN)
Second Quarter Results
July 28, 1998

- -------------------------
(1)  Includes the Company's  pro rata share of average  assets held by the joint
     venture for the three and six months ended June 30, 1997.

(2)  Exclusive  of the  impairment  loss of $77,645  ($62,368  after  tax),  the
     annualized return on average assets would have been 2.45% and 2.58% for the
     three and six months ended June 30, 1998, respectively,  and the annualized
     return on average  equity  would have been  22.52% and 21.75% for the three
     and six months ended June 30, 1998, respectively.

(3)  Before  provision  for loan  losses,  and  including  equity in earnings of
     investment  in joint  venture  for the three and six months  ended June 30,
     1997.  Exclusive of the pre-tax impairment loss of $77,645,  the efficiency
     ratio would have been 54.53% and 54.48% for the three and six months  ended
     June 30, 1998, respectively.

                                       14

<PAGE>
Ocwen Financial Corporation (OCN)
Second Quarter Results
July 28, 1998

OCWEN FINANCIAL CORPORATION
AVERAGE BALANCE/RATE ANALYSIS
<TABLE>
<CAPTION>
                                                            Three months ended June 30,
                                       -------------------------------------------------------------------------
                                                       1998                                 1997
                                       ------------------------------------ ------------------------------------
                                        Average                  Annualized  Average                  Annualized
                                        Balance      Interest    Yield/Rate  Balance      Interest    Yield/Rate
                                       ----------   ----------   ---------- ----------   ----------   ----------
<S>                                    <C>          <C>              <C>    <C>          <C>              <C>  
AVERAGE ASSETS:                                                  (Dollars in thousands)
Federal funds sold and repurchase
  agreements .......................   $  127,444   $    1,758       5.52%  $   63,192   $      795       5.03%
Securities available for sale ......      589,879        4,565       3.10      308,267        6,509       8.45
Loans available for sale ...........      998,282       25,291      10.13      135,801        3,973      11.70
Investment securities and other ....       93,100        1,532       6.58       29,113          745      10.24
Loan portfolio .....................      285,609       11,655      16.32      447,591       10,674       9.54
Discount loan portfolio ............    1,307,021       42,281      12.94    1,350,151       44,246      13.11
                                       ----------   ----------              ----------   ----------
Total interest-earning assets,
  interest income ..................    3,401,335       87,082      10.24    2,334,115       66,942      11.47
                                                    ----------                           ----------
Non-interest earning cash ..........       25,264                               12,204
Allowance for loan losses...........      (24,143)                             (21,441)
Investments in low-income housing 
  tax credit interests .............      113,851                              100,779
Investment in joint ventures........        1,056                               30,128
Real estate owned, net..............      176,613                              102,527
Other assets........................      298,926                              174,003
                                       ----------                           ----------
  Total assets......................   $3,992,902                           $2,732,315
                                       ==========                           ==========

AVERAGE LIABILITIES AND
  STOCKHOLDERS' EQUITY:
Interest-bearing demand deposits ...   $   26,884   $      257       3.82   $   42,600   $      496       4.66
Savings deposits ...................        1,743           10       2.29        2,037           12       2.36
Certificates of deposit ............    1,843,357       28,410       6.16    2,030,734       30,863       6.08
                                       ----------   ----------              ----------   ----------
  Total interest-bearing deposits...    1,871,984       28,677       6.13    2,075,371       31,371       6.05
Notes, debentures and other ........      226,373        6,734      11.90      245,523        7,148      11.65
Obligations outstanding under
  lines of credit ..................      924,218       15,103       6.54           --           --         --
Securities sold under agreements
  to repurchase ....................      159,371        2,416       6.06       14,272          204       5.72
Federal Home Loan Bank advances ....           --           --         --       10,310          145       5.63
                                       ----------   ----------              ----------   ----------
  Total interest-bearing
    liabilities, interest expense ..    3,181,946       52,930       6.65    2,345,476       38,868       6.63
                                                    ----------                           ----------
Non-interest bearing deposits ......       19,440                               28,147
Escrow deposits.....................      142,986                               72,006
Other liabilities...................      213,932                               53,928
                                       ----------                           ----------
  Total liabilities.................    3,558,304                            2,499,557
Stockholders' equity................      434,598                              232,758
                                       ----------                           ----------
  Total liabilities and 
    stockholders' equity ...........   $3,992,902                           $2,732,315
                                       ==========                           ==========
Net interest income before provision
  for loan losses ..................                $   34,152                           $   28,074
                                                    ==========                           ==========
Net interest rate spread............                                 3.59%                                4.84%
Net interest margin.................                                 4.02%                                4.81%
Ratio of interest-earning assets to
  interest-bearing liabilities......          107%                                 100%
</TABLE>

                                                      15
<PAGE>

Ocwen Financial Corporation (OCN)
Second Quarter Results
July 28, 1998

<TABLE>
<CAPTION>
OCWEN FINANCIAL CORPORATION
AVERAGE BALANCE/RATE ANALYSIS
                                                           Six months ended June 30,
                                     -----------------------------------------------------------------------
                                                   1998                                 1997
                                     ---------------------------------- ------------------------------------
                                       Average               Annualized   Average                 Annualized
                                       Balance     Interest  Yield/Rate   Balance     Interest    Yield/Rate
                                     ----------   ---------- ---------- ----------   ----------   ----------
<S>                                  <C>          <C>            <C>    <C>          <C>              <C>  
AVERAGE ASSETS:                                             (Dollars in thousands)
Federal funds sold and repurchase
   agreements ....................   $  102,164   $    2,437     4.77%  $   97,765   $    2,453       5.02%
Securities available for trading .           --           --       --        6,589          248       7.53
Securities available for sale ....      559,602        8,526     3.05      323,640       14,682       9.07
Loans available for sale .........      668,838       34,794    10.40      127,823        6,824      10.68
Investment securities and other ..       58,796        2,017     6.86       26,306        1,426      10.84
Loan portfolio ...................      283,412       17,917    12.64      435,642       21,366       9.81
Discount loan portfolio ..........    1,343,067       79,078    11.78    1,234,186       74,470      12.07
                                     ----------   ----------            ----------   ----------
Total interest-earning assets,
   interest income ...............    3,015,879      144,769     9.60    2,251,951      121,469      10.79
                                                  ----------                         ----------
Non-interest earning cash.........       22,744                             11,781
Allowance for loan losses.........      (25,026)                           (18,897)
Investments in low-income 
   housing tax credit interests ..      122,775                             95,588
Investment in joint ventures......        1,056                             46,882
Real estate owned, net............      174,283                            107,377
Other assets......................      311,765                            176,624
                                    -----------                         ----------
   Total assets...................  $ 3,623,476                         $2,671,306
                                    ===========                         ==========

AVERAGE LIABILITIES AND
  STOCKHOLDERS' EQUITY:
Interest-bearing demand deposits .   $   22,018   $      613       5.57 $   33,275   $      723       4.35
Savings deposits .................        1,739           20       2.30      2,328           27       2.32
Certificates of deposit ..........    1,804,089       55,889       6.20  1,997,377       60,514       6.06
                                     ----------   ----------            ----------   ----------
   Total interest-bearing deposits    1,827,846       56,522       6.18  2,032,980       61,264       6.03
Notes, debentures and other ......      226,626       13,486      11.90    235,547       13,863      11.77
Obligations outstanding under
   lines of credit ...............      604,214       19,623       6.50         --           --         --
Securities sold under agreements
   to repurchase .................      131,130        3,701       5.64     17,603          477       5.42
Federal Home Loan Bank advances ..        3,740          100       5.35     15,916          428       5.38
                                     ----------   ----------            ----------   ----------
   Total interest-bearing
liabilities, interest expense....     2,793,556       93,432       6.69  2,302,046       76,032       6.61
                                                  ----------                         ----------
Non-interest bearing deposits.....       21,022                             20,765
Escrow deposits...................      126,283                             71,860
Other liabilities.................      252,071                             54,249
                                     ----------                         ----------
   Total liabilities..............    3,192,932                          2,448,920
Stockholders' equity..............      430,544                            222,386
                                     ----------                         ----------
   Total liabilities and 
     stockholders' equity.........    3,623,476                          2,671,306
                                     ==========                         ==========
Net interest income before
   provision for loan losses......                $   51,337                         $   45,437
                                                  ==========                         ==========
Net interest rate spread..........                                 2.91%                              4.18%
Net interest margin...............                                 3.40%                              4.04%
Ratio of interest-earning
   assets to interest-bearing 
   liabilities....................          108%                                98%
</TABLE>

                                                     16
<PAGE>

Ocwen Financial Corporation (OCN)
Second Quarter Results
July 28, 1998
<TABLE>
<CAPTION>

OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES                                    June 30,     December 31,
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION                                   1998            1997
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)                                     (Unaudited)     (Audited)
                                                                              -----------    -----------
ASSETS
<S>                                                                           <C>            <C>        
Cash and amounts due from depository institutions .........................   $    16,160    $    12,243
Interest bearing deposits .................................................        19,870        140,001
Federal funds sold and repurchase agreements ..............................       138,000             --
Securities available for sale, at market value ............................       589,283        476,796
Loans available for sale, at lower of cost or market ......................       338,359        177,041
Investment securities, net ................................................        87,378         13,295
Loan portfolio, net .......................................................       280,951        266,299
Discount loan portfolio, net ..............................................     1,421,506      1,434,176
Investments in low income housing tax credit interests ....................       132,983        128,614
Investment in joint ventures ..............................................         1,056          1,056
Real estate owned, net ....................................................       151,607        167,265
Investment in real estate .................................................        22,453         65,972
Premises and equipment, net ...............................................        38,207         21,542
Income taxes receivable ...................................................        10,607             --
Deferred tax asset ........................................................        61,505         45,148
Excess of purchase price over net assets acquired .........................        36,372         15,560
Principal, interest and dividends receivable ..............................        23,329         17,284
Escrow advances on loans ..................................................        58,041         47,888
Other assets ..............................................................        77,912         38,985
                                                                              -----------    -----------
                                                                              $ 3,505,579    $ 3,069,165
                                                                              ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
   Deposits ...............................................................   $ 2,144,377    $ 1,982,822
   Securities sold under agreements to repurchase .........................       133,970        108,250
   Obligations outstanding under lines of credit ..........................       321,457        118,304
   Notes, debentures and other interest bearing obligations ...............       225,469        226,975
   Accrued interest payable ...............................................        32,640         32,238
   Income taxes payable ...................................................            --          3,132
   Accrued expenses, payables and other liabilities .......................        94,233         51,709
                                                                              -----------    -----------
     Total liabilities ....................................................     2,952,146      2,523,430
                                                                              -----------    -----------

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

Minority interest .........................................................         1,134          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; 60,771,897
     and 60,565,835 shares issued and outstanding at June 30, 1998 and
     December 31, 1997, respectively ......................................           608            606
   Additional paid-in capital .............................................       165,992        164,751
   Retained earnings ......................................................       243,795        259,349
   Unrealized gain (loss) on securities available for sale, net of taxes ..        19,377         (5,014)
   Foreign currency translation adjustment, net ...........................        (2,473)            --
                                                                              -----------    -----------
     Total stockholders' equity ...........................................       427,299        419,692
                                                                              -----------    -----------
                                                                              $ 3,505,579    $ 3,069,165
                                                                              ===========    ===========
</TABLE>

                                                    17
<PAGE>

Ocwen Financial Corporation (OCN)
Second Quarter Results
July 28, 1998

OCWEN FINANCIAL CORPORATION AND
SUBSIDIARIES CONSOLIDATED STATEMENTS OF  OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                                             Three months                      Six months
- --------------------------------------------------   ----------------------------    ----------------------------
For the periods ended June 30,                           1998            1997            1998             1997
- --------------------------------------------------   ------------    ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>             <C>         
Interest income:
   Federal funds sold and repurchase agreements ..   $      1,758    $        795    $      2,437    $      2,453
   Securities available for sale .................          4,565           6,509           8,526          14,682
   Securities held for trading ...................             --              --              --             248
   Loans available for sale ......................         25,291           3,973          34,794           6,824
   Loans .........................................         11,655          10,674          17,917          21,366
   Discount loans ................................         42,281          44,246          79,078          74,470
   Investment securities and other ...............          1,532             745           2,017           1,426
                                                     ------------    ------------    ------------    ------------
                                                           87,082          66,942         144,769         121,469
                                                     ------------    ------------    ------------    ------------
Interest expense:
   Deposits ......................................         28,677          31,371          56,522          61,264
   Securities sold under agreements to repurchase           2,416             204           3,701             477
   Advances from the Federal Home Loan Bank ......             --             145             100             428
   Obligations outstanding under lines of credit .         15,103              --          19,623              --
   Notes, debentures and other interest bearing
     obligations .................................          6,734           7,148          13,486          13,863
                                                     ------------    ------------    ------------    ------------
                                                           52,930          38,868          93,432          76,032
                                                     ------------    ------------    ------------    ------------
   Net interest income before provision for loan
     losses ......................................         34,152          28,074          51,337          45,437
Provision for loan losses ........................          9,675           7,909          11,929          17,651
                                                     ------------    ------------    ------------    ------------
   Net interest income after provision for loan
     losses ......................................         24,477          20,165          39,408          27,786
                                                     ------------    ------------    ------------    ------------

Non-interest income:
   Servicing fees and other charges ..............         13,488           4,845          23,260          10,081
   Gains on sales of interest earning assets, net          33,828          23,365          62,565          40,143
   Impairment loss on AAA-rated agency IOs .......        (77,645)             --         (77,645)             --
   Gain on real estate owned, net ................         10,521           4,629          11,547           3,835
   Other income ..................................         10,286             450          16,157             581
                                                     ------------    ------------    ------------    ------------
                                                           (9,522)         33,289          35,884          54,640
                                                     ------------    ------------    ------------    ------------
Non-interest expense:
   Compensation and employee benefits ............         29,766          19,676          51,247          34,599
   Occupancy and equipment .......................          8,553           3,960          15,010           6,789
   Net operating loss on investments in real
     estate and certain low income housing
     interests tax credit ........................          1,046             104           2,292           1,197
   Other operating expenses ......................         16,406           7,340          21,275          11,192
                                                     ------------    ------------    ------------    ------------
                                                           55,771          31,080          89,824          53,777
                                                     ------------    ------------    ------------    ------------
Distributions on Company-obligated, mandatorily
   redeemable securities of  subsidiary trust
   holding solely junior subordinated debentures .          3,398              --           6,797              --

Equity in earnings of investment in joint ventures             --           1,301              --          15,674
                                                     ------------    ------------    ------------    ------------

   (Loss) income before income taxes .............        (44,214)         23,675         (21,329)         44,323
Income tax  benefit (expense) ....................          6,383          (5,126)          5,810          (8,733)
Minority interest in net (income) loss of
  consolidated subsidiary ........................            (68)            243             (35)            243
                                                     ------------    ------------    ------------    ------------
   Net (loss) income .............................   $    (37,899)   $     18,792    $    (15,554)   $     35,833
                                                     ============    ============    ============    ============
(Loss) income per share:
   Basic .........................................   $      (0.62)   $       0.35    $      (0.26)   $       0.67
                                                     ============    ============    ============    ============
   Diluted .......................................   $      (0.62)   $       0.35    $      (0.25)   $       0.66
                                                     ============    ============    ============    ============

Weighted average common shares outstanding:
   Basic .........................................     60,713,593      53,599,022      60,682,432      53,599,014
                                                     ============    ============    ============    ============
   Diluted .......................................     61,326,784      54,127,521      61,336,494      54,137,127
                                                     ============    ============    ============    ============
</TABLE>

                                                       18


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