OCWEN FINANCIAL CORP
8-K, 1998-05-12
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, AS AMENDED


                                 DATE OF REPORT
                 (DATE OF EARLIEST EVENT REPORTED): MAY 6, 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 14
                             EXHIBIT INDEX ON PAGE 4

<PAGE>


ITEM 5.  OTHER EVENTS

The news release of Ocwen Financial  Corporation  (the  "Company")  dated May 6,
1998, regarding its financial results for the first quarter of 1998, 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 May 6,
                     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:   May 12, 1998



                                       3
<PAGE>



                                INDEX TO EXHIBIT



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

         99            News  release  of Ocwen  Financial  Corporation        5
                       (the  "Company")  dated May 6, 1998,  regarding
                       its financial  results for the first quarter of
                       1998.


                                        4


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

NEWS RELEASE:   IMMEDIATE                                            May 6, 1998

OCWEN FINANCIAL CORPORATION REPORTS FIRST QUARTER RESULTS
West Palm Beach, FL - Ocwen Financial  Corporation  (NYSE:  OCN) ("Ocwen" or the
"Company")  reported net income of $22.3  million in the first  quarter of 1998,
31% higher than the first  quarter of 1997.  Diluted  earnings per share for the
quarter  were  $0.36  versus  $0.31 for the same  period a year ago.  Returns on
average assets and average equity were 2.88% and 20.75%,  respectively,  for the
first  quarter of 1998  compared  with 2.61% and 32.05%,  respectively,  for the
first quarter of 1997. The decrease in the return on average equity reflects the
strengthening of the Company's equity to assets ratio resulting from the capital
raised in 1997.

William C. Erbey,  Chairman and Chief Executive  Officer,  said, "We are pleased
with the first  quarter  results.  Net income  for the first  quarter of 1998 of
$22.3  million  was the  highest  ever  reported  by Ocwen for a first  quarter,
reflecting solid performance from our major business lines."

FIRST QUARTER RESULTS AT A GLANCE                         First Quarter
- -----------------------------------------------  -------------------------------
In thousands of dollars, except per share data       1998               1997
- -----------------------------------------------  -------------     -------------
Revenues ...................................     $     62,591      $     53,086
Provision for loan losses ..................           (2,254)           (9,742)
Expenses ...................................          (37,451)          (22,697)
Income tax expense .........................             (573)           (3,606)
Minority interest ..........................               33                --
Net income .................................           22,346            17,041
Earnings per share:
   Basic ...................................             0.37              0.32
   Diluted .................................             0.36              0.31
Weighted average shares outstanding:
   Basic ...................................       60,708,735        53,599,006
   Diluted .................................       61,542,122        54,146,732

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

Revenues rose $9.5 million or 18% in the first quarter of 1998 from a year ago.

o     Net interest income before provision for loan losses decreased $178,000 or
      1% to $17.2  million in the first  quarter of 1998.  The  decrease  in net
      interest  income during the first quarter of 1998 was largely due to a net
      $4.0 million charge related to the securities available for sale portfolio
      during the first quarter of 1998 due to declining  interest  rates and the
      resulting  increase  in  prepayment  speeds  offset  by a  $473.9  million
      increase in average interest-earning assets.

o     Non-interest  income  increased  $24.1 million or 113% to $45.4 million in
      the first  quarter of 1998.  This  increase  is due  primarily  to a $12.0
      million  increase in gains on sales of  interest  earning  assets,  a $4.7
      million gain included in other income  recognized  in connection  with the
      sale of investments in low-income  housing tax credit interests and a $4.5
      million  increase in  servicing  fees and other  charges.  The increase in
      servicing  fees  reflects a  significant  increase in loans  serviced  for
      others,  from $5.51 billion at December 31, 1997 to $6.57 billion at March
      31,  1998,  primarily  as a result of  securitizations  of  single  family
      residential discount loans and subprime loans held by the Company, and the
      acquisition of rights to service single family residential discount loans.
      OCN has also placed increased  emphasis on entering into Special Servicing
      arrangements  whereby the Company  services loans that become greater than
      60 days past due and receives additional fees to the

                                       5
<PAGE>

      extent certain loss mitigation parameters are achieved.  Through April 30,
      1998, the Company has been  designated as a special  servicer for pools of
      loans totaling approximately $3.5 billion in unpaid principal balance.

o     On December 12, 1997,  BCBF LLC (the "LLC"),  a joint venture  between the
      Company and  BlackRock  Finance  L.P.,  distributed  all of its  remaining
      assets.  Equity in earnings of the Company's  investment in joint ventures
      amounted to $0 as compared to $14.4 million in the first quarter of 1997.

Provision for loan losses  decreased by $7.5 million  primarily as a result of a
reduction  in  reserves  for  discount  loans.  This  reflects  a decline in the
discount loan  portfolio  resulting  from the  securitization  of  single-family
residential discount loans during the first quarter of 1998.

Expenses rose $14.8 million or 65% in the first quarter of 1998.

o     Compensation and employee benefits increased $6.6 million or 44% primarily
      due to an 82%  increase in the  average  number of  employees  from 629 to
      1,147.

o     Occupancy and equipment expense increased $3.6 million or 128%.

o     Distributions on capital  securities  amounted to $3.4 million as compared
      to $0 in 1997.

RECENT DEVELOPMENTS

On January 30, 1998, the Company was assigned the special  servicing rights to a
pool of 6,309 subprime mortgage loans underlying a subordinate security acquired
by Ocwen  Asset  Investment  Corp.  (NYSE:OAC),  a  publicly  held  real  estate
investment trust managed by Ocwen Capital  Corporation  ("OCC"),  a wholly owned
subsidiary  of Ocwen.  The Company,  through its wholly owned  subsidiary  Ocwen
Federal  Bank FSB (the  "Bank"),  will become the special  servicer of any loans
which are 60 days or more delinquent.

On March 13, 1998, DTS Communications,  Inc. ("DTS"), a wholly-owned real estate
technology  subsidiary  of Ocwen,  was  honored  from over 100  nominees  as the
recipient of this year's Inman Innovator Award for "Software  Applications  that
help the Real  Estate  Industry be more  efficient  and speed up the Real Estate
Transaction Process." DTS has developed technology tools to automate real estate
transactions  over the Internet.  DTS Data Trak (TM) software allows real estate
professionals  access to  ancillary  services  necessary  to close a real estate
transaction or loan. DTS has been  recognized by Microsoft  Corporation  for its
Microsoft(R)   component-based   architecture  to  facilitate   electronic  data
interchange.  DTS  continues  to attract  top tier  mortgage  origination,  loss
mitigation, mortgage servicing and real estate brokerage firms seeking to reduce
the time  necessary  to order,  track and  process  services  used to close real
estate transactions. It is anticipated that five of the top mortgage originators
will be on-line by the end of the fourth quarter.

On March 17,  1998,  pursuant to a definitive  agreement  executed by OAC with a
Wall Street firm related to OAC's  acquisition  of a subordinate  security,  the
Bank was designated the special servicer for the nonperforming securitized loans
underlying the subordinate security.

On March 18, 1998, the Company  completed the  securitization  of 1,439 subprime
single family  residential  mortgage  loans with an aggregate  unpaid  principal
balance of $161.4 million.  The Company  recorded total gains of $7.9 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 March 25, 1998,  Standard & Poor's raised its counterparty rating on Ocwen to
"BB-" from "B+".  Standard & Poor's also raised the  counterparty  rating on the
Bank to "BB+" from "BB". The "B-" trust preferred  rating of Ocwen Capital Trust
I, a subsidiary of Ocwen, was affirmed.


                                       6
<PAGE>


On March 26, 1998, the Company,  as part of a larger  transaction  involving the
Company,  BlackRock  Capital  Finance  L.P.  ("BlackRock")  and  Union  Bank  of
Switzerland  ("UBS"),  completed the  securitization  of 3,777  discount  single
family residential  mortgage loans with an aggregate unpaid principal balance of
$227.5 million. The Company recorded total gains of $16.7 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 subordinated securities.

On March 31,  1998,  the Company  completed  the sale of its  investment  in two
low-income  housing tax credit  projects  and realized a gain of $4.7 million on
proceeds of $21.9 million.

On March 31, 1998, the Company purchased 7,518 additional shares of common stock
of Ocwen  Financial  Services,  Inc.  ("OFS") for $40.0 million,  increasing its
ownership from 93.7% to 97.8%.

On April 28,  1998,  the  Company  and OAC  announced  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
operations of Cityscape  Financial  Corp. As consummated,  the Company  acquired
Cityscape's  mortgage loan portfolio and mortgage loan origination and servicing
businesses for  (pound)249.6  million  ($415.9  million) and assumed  (pound)7.2
million ($12.0  million) of Cityscape's  liabilities.  OAC acquired  Cityscape's
securitized mortgage loan residuals for (pound)33.7 million ($56.2 million). The
amount  paid by the Company is subject to  adjustment  to account for the actual
balances on the closing  date of the  mortgage  loan  portfolio  and the assumed
liabilities.  In addition, the Company and OAC entered into an agreement for the
Bank to service the securitized  mortgage loan residuals purchased by OAC in the
transaction.

For the  period  January 1, 1998  through  May 1, 1998,  the  Company  purchased
discount loans with a total unpaid  principal  balance of  approximately  $432.4
million. Combined purchases and originations of subprime single family loans for
the same period  amounted to  approximately  $964.5 million of unpaid  principal
balance,  including $411.1 million  purchased in connection with the acquisition
of the United Kingdom operations of Cityscape Financial Corp.

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

REVENUES

NET INTEREST INCOME

Interest income of $58.0 million for the first quarter of 1998 increased by $3.5
million  or 6% over that of the first  quarter  of 1997.  This  increase  is the
result of a $473.9 million increase in average  interest-earning  assets, offset
by a $4.0 million charge net of reserves taken against the securities  available
for sale  portfolio  during the first quarter of 1998,  resulting in a 127 basis
point  decrease in the average yield earned.  Of the $473.9 million net increase
in average interest-earning assets, $260.9 million and $220.7 million related to
discount loans and loans available for sale, respectively.  The average yield on
interest-earning  assets was 8.79% and  10.06% in the first  quarter of 1998 and
1997, respectively.

Interest  expense of $40.9  million for the first  quarter of 1998  increased by
$3.7 million or 10% over the comparable  period in the prior year as a result of
a $200.0 million or 9% net increase in the average  balance of  interest-bearing
liabilities.  Of the $200.0  million  net  increase  in the  average  balance of
interest-bearing  liabilities,  $281.2  million  and $93.7  million  related  to
increases  in  borrowings  under  lines of  credit  and  securities  sold  under
agreements to repurchase,  respectively,  offset by a $173.0 million  decline in
certificates of deposit.  The average rate paid on interest-bearing  liabilities
was 6.64% and 6.58% in the first quarter of 1998 and 1997, respectively.

As a result of the above,  net interest income before  provision for loan losses
of $17.2 million for the first quarter of 1998  decreased by $178,000 or 1% from
the first  quarter of 1997 and the net interest  margin for the first quarter of
1998 decreased to 2.60% from 3.20% for the first quarter of 1997.


                                       7
<PAGE>


EQUITY IN EARNINGS OF INVESTMENT IN JOINT VENTURE

On December  12,  1997,  the LLC  distributed  all its  remaining  assets to its
partners. As a result, no equity in earnings of investment in joint ventures was
recorded during the first quarter of 1998. During the first quarter of 1997, the
Company  recorded  $14.4  million of income  related to its  investment in joint
ventures.  The Company's pro rata share of the income from the joint ventures in
the first  quarter of 1997  consisted  primarily of $1.7 million of net interest
income, a $9.2 million net gain related to the  securitization  of single-family
residential  loans in the first  quarter and the  recapture  of $2.5  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.

NON-INTEREST INCOME

Non-interest  income of $45.4 million for the first quarter of 1998 increased by
$24.1  million from that of the first  quarter of 1997  primarily due to a $12.0
million or 71%  increase in gains on sales of  interest-earning  assets,  a $4.5
million or 87% increase in servicing fees and other charges,  and a $4.7 million
gain recognized in connection with the sale of investments in low-income housing
tax credit  interests and $829,000 in management fees received from OAC included
in other income. Gains on sales of interest-earning assets for the first quarter
of 1998 of  $28.7  million  were  primarily  comprised  of a $7.9  million  gain
recognized in connection with the securitization of 1,439 subprime single-family
residential  mortgage loans with an aggregate unpaid principal balance of $161.4
million,  a $16.7 million gain recognized in connection with the  securitization
of 3,777  discount  single family  residential  mortgage loans with an aggregate
unpaid  principal  balance of $227.5 million,  a $2.0 million gain recognized on
the sale of $12.9  million  in  unpaid  principal  balance  of small  commercial
discount loans,  and a $2.3 million gain recognized on the sale of certain REMIC
residual securities.

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 $6.12
billion  and  $2.04  billion   during  the  first  quarter  of  1998  and  1997,
respectively, an increase of 200%. At March 31, 1998 Ocwen serviced 79,677 loans
for third parties totaling $6.57 billion.

PROVISION FOR LOAN LOSSES

The  Company's  provision  for loan  losses  decreased  by $7.5  million to $2.3
million  primarily as a result of a reduction  in reserves  for discount  loans.
This  reflects a decline  in the  discount  loan  portfolio  resulting  from the
securitization  of  single-family  residential  discount  loans during the first
quarter of 1998.  At March 31, 1998,  Ocwen had  allowances  for losses of $19.5
million and $4.0 million on its discount loan and loan portfolios, respectively,
which  amounted  to 1.66%  and 1.43% of the  respective  balances.  The  Company
maintained  reserves  of  1.64%  and  1.39%  on  its  discount  loans  and  loan
portfolios, respectively, at December 31, 1997.

EXPENSES

NON-INTEREST EXPENSE

Non-interest expense of $34.1 million for the first quarter of 1998 increased by
$11.4 million or 50% as compared to the same period for 1997.  Compensation  and
employee  benefits  increased by $6.6 million as the average number of employees
increased to 1,147 from 629.  Occupancy and  equipment  expense  increased  $3.6
million  primarily due to an increase in data processing  costs,  general office
equipment expenses and rent expense,  all largely attributable to an increase in
leased corporate and loan production office space and the increase in the number
of employees discussed above.

                                       8

<PAGE>


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
$0 during the three months ended March 31, 1998 and 1997, respectively.

INCOME TAXES

Income tax  expense  amounted  to  $573,000  and $3.6  million  during the first
quarter of 1998 and 1997,  respectively.  The  Company's  income tax  expense is
reported  net of tax  credits of $4.7  million  and $3.6  million  for the first
quarter of 1998 and 1997, respectively, resulting from investments in low-income
housing tax credit interests. Exclusive of such amounts, the Company's effective
tax rate  amounted to 23.0% and 34.7% during the first quarter of 1998 and 1997,
respectively.  The decline in the  effective tax rate is primarily the result of
the  utilization  of $8.6 million net operating loss  carryforwards  by Investor
Mortgage Insurance Holding Company ("IMI"), a wholly-owned  subsidiary of Ocwen.
IMI had at March 31, 1998 net operating loss carryforwards of $1.1 million which
can only be used to offset future taxable income of IMI.

ASSETS AND LIABILITIES

At March 31, 1998,  the Company had $3.42 billion of total assets as compared to
$3.07 billion at December 31, 1997, an increase of $352.0  million or 11%. Ocwen
acquired  discount  loans  with a combined  total  unpaid  principal  balance of
approximately  $87.9 million during the three months ended March 31, 1998 (which
amount was $432.4  million as of May 1, 1998),  as  compared  to $442.9  million
during the three months ended March 31, 1997. In addition,  Ocwen  purchased and
originated single family  residential  loans to subprime  borrowers with a total
unpaid  principal  balance  of  approximately  $479.8  million  during the first
quarter of 1998,  including $292.8 million purchased from the U.S. operations of
Cityscape  Financial  Corp. At March 31, 1998,  the Company had $2.85 billion of
total  liabilities  as  compared  to $2.52  billion at December  31,  1997.  The
increase in total  liabilities is due largely to obligations  outstanding  under
lines of credit  (obtained to finance the  acquisition and origination of single
family  residential  subprime  loans),  which increased $323.4 million to $441.7
million at March 31, 1998 from $118.3 million at December 31, 1997.

CAPITAL

Stockholders' equity increased $27.6 million or 7% during the three months ended
March 31, 1998 from $419.7  million at  December  31, 1997 to $447.3  million at
March 31, 1998 primarily  attributable to net income of $22.3 million and a $5.2
million decrease in net unrealized  losses on securities  available for sale. At
March 31, 1998,  stockholders'  equity included $145,000 of net unrealized gains
on securities  available for sale,  compared with $5.0 million of net unrealized
losses on securities available for sale at December 31, 1997.


                                       9


<PAGE>


CERTAIN STATEMENTS CONTAINED HEREIN ARE NOT, AND CERTAIN STATEMENTS CONTAINED IN
FUTURE FILINGS BY THE COMPANY WITH THE SECURITIES  AND EXCHANGE  COMMISSION,  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.
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 OR PERIODS, OR BY THE USE OF FORWARD-LOOKING TERMINOLOGY,  SUCH AS "MAY,"
"WILL,"  "COULD,"  "BELIEVE,"  "EXPECT,"  "ANTICIPATE,"  "CONTINUE,"  "INTENDS,"
"PLANS,"  "PRESENTS,"  OR SIMILAR TERMS OR VARIATIONS ON THOSE TERMS,  OR BY THE
USE OF THE NEGATIVE OF SUCH TERMINOLOGY.  ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE SET FORTH IN FORWARD-LOOKING  STATEMENTS DUE TO A VARIETY OF FACTORS,
INCLUDING,  BUT NOT  LIMITED  TO,  THOSE  RELATED TO THE  ECONOMIC  ENVIRONMENT,
PARTICULARLY  IN THE MARKET  AREAS IN WHICH THE  COMPANY  OPERATES,  COMPETITIVE
PRODUCTS AND PRICING,  THE GROWTH OR DECLINE OF, AND THE AVAILABILITY OF PRODUCT
TO PURCHASE IN, THE DISCOUNT LOAN INDUSTRY,  FISCAL AND MONETARY POLICIES OF THE
U.S. OR U.K. GOVERNMENTS,  CHANGES IN GOVERNMENT REGULATIONS AFFECTING FINANCIAL
INSTITUTIONS  AND REAL ESTATE  INVESTMENT  TRUSTS,  INCLUDING  REGULATORY  FEES,
CAPITAL  REQUIREMENTS AND TAXATION,  CHANGES IN PREVAILING INTEREST AND CURRENCY
EXCHANGE  RATES,  ACQUISITIONS  AND  THE  INTEGRATION  OF  ACQUIRED  BUSINESSES,
SOFTWARE  INTEGRATION,  DEVELOPMENT  AND  LICENSING,  CREDIT  INTEREST  RATE AND
OPERATIONAL  RISK  MANAGEMENT,   ASSET/LIABILITY  MANAGEMENT,   RECOGNITION  AND
EXISTENCE OF CURRENT AND FUTURE RESERVES,  THE FINANCIAL AND SECURITIES  MARKETS
AND THE  AVAILABILITY  OF AND COSTS  ASSOCIATED  WITH SOURCES OF LIQUIDITY.  THE
COMPANY DOES NOT  UNDERTAKE,  AND  SPECIFICALLY  DISCLAIMS  ANY  OBLIGATION,  TO
PUBLICLY  RELEASE  THE  RESULTS  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.


                                       10

<PAGE>
<TABLE>
<CAPTION>
OCWEN FINANCIAL CORPORATION                                  At of for the Three Months
FINANCIAL SUMMARY                                                  ended March 31,                   %
(DOLLARS IN THOUSANDS, EXPECT SHARE DATA)                    --------------------------          Increase/
                                                                 1998          1997              (Decrease)
                                                             -----------    -----------          ----------
<S>                                                          <C>            <C>                       <C>
OPERATIONS DATA:
Interest income ..........................................   $    58,041    $    54,527               6%
Interest expense .........................................        40,856         37,164              10
                                                             -----------    -----------
Net interest income ......................................        17,185         17,363              (1)
Provision for loan losses ................................         2,254          9,742             (77)
                                                             -----------    -----------
   Net interest income after provision for loan losses ...        14,931          7,621              96
                                                             -----------    -----------
Servicing fees and other charges .........................         9,772          5,236              87
Gain on sale of interest-earning, net ....................        28,737         16,778              71
Other non-interest income ................................         6,897           (663)          1,140
                                                             -----------    -----------
   Total non-interest income .............................        45,406         21,351             113
                                                             -----------    -----------
Compensation and employee benefits .......................        21,482         14,923              44
Other non-interest expense ...............................        12,571          7,774              62
                                                             -----------    -----------
   Total non-interest expense ............................        34,053         22,697              50
                                                             -----------    -----------
Distributions on Company-obligated, mandatorily redeemable
   securities of subsidiary trust holding solely junior
   subordinated debentures of the Company ................         3,398             --              --
Equity in earnings of investment in joint ventures .......            --         14,372            (100)
                                                             -----------    -----------
   Income before income taxes ............................        22,886         20,647              11
Income tax expense .......................................           573          3,606             (84)
Minority interest ........................................            33             --              --
                                                             -----------    -----------
   Net income ............................................   $    22,346    $    17,041              31
                                                             ===========    ===========

Earnings per share:
   Basic .................................................   $      0.37    $      0.32              16
   Diluted ...............................................   $      0.36    $      0.31              16

KEY RATIOS:
Net interest spread ......................................          2.15%          3.48%            (38)%
Net interest margin ......................................          2.60%          3.20             (19)
Annualized Return on Average:
   Assets (1) ............................................          2.88           2.61              10
   Equity ................................................         20.75          32.05             (35)
Efficiency Ratio (2) .....................................         54.41          42.76              27

AVERAGE BALANCES:
Securities available for sale ............................   $   527,058    $   338,956              55%
Loan portfolio ...........................................       281,215        423,135             (34)
Discount loan portfolio ..................................     1,379,110      1,118,233              23
Total interest-earning assets ............................     2,641,517      2,167,601              22
Total assets .............................................     3,106,489      2,607,854              19

Deposits .................................................     1,825,615      1,991,339              (8)
Total interest-bearing liabilities .......................     2,459,400      2,259,367               9
Total liabilities ........................................     2,675,808      2,395,148              12
Total stockholders' equity ...............................       430,681        212,706             102
</TABLE>

- --------------------------
(1) Includes the Company's  pro rata share of average  assets held by the joint
     venture for the three months ended March 31, 1997.
(2)  Before  provision  for loan  losses,  and  including  equity in earnings of
     investment in joint venture for the three months ended March 31, 1997.

                                       11
<PAGE>
OCWEN FINANCIAL CORPORATION
AVERAGE BALANCE/RATE ANALYSIS
<TABLE>
<CAPTION>
                                                                 Three months ended March 31,
                                       ---------------------------------------------------------------------------------
                                                        1998                                      1997
                                       -------------------------------------     ---------------------------------------
                                        Average                    Annualized     Average                    Annualized
                                        Balance       Interest     Yield/Rate     Balance       Interest     Yield/Rate
                                       ----------    ----------   -----------    ----------    ----------    -----------
AVERAGE ASSETS:                                                      (Dollars in thousands)
<S>                                    <C>           <C>                 <C>     <C>           <C>               <C>  
Federal funds sold and repurchase
  agreements......................     $   79,885    $    1,032          5.17%   $  132,337    $    1,658        5.01%
Securities available for trading..             --            --            --        13,179           248        7.53
Securities available for sale.....        527,058         3,962          3.01       338,956         8,173        9.64
Loans available for sale .........        339,394         9,503         11.20       118,729         2,851        9.61
Investment securities and other...         34,855           485          5.57        23,032           681       11.83
Loan portfolio....................        281,215         6,262          8.91       423,135        10,692       10.11
Discount loan portfolio...........      1,379,110        36,797         10.67     1,118,233        30,224       10.81
                                       ----------    ----------                  ----------    ----------
Total interest-earning assets,
  interest income ................      2,641,517        58,041          8.79     2,167,601        54,527       10.06
                                                     ----------                                ----------
Non-interest earning cash.........         38,524                                    11,350
Allowance for loan losses.........        (25,889)                                  (16,515)
Investments in low-income 
  housing tax credit interests ...        131,699                                    90,398
Investment in joint ventures......          1,056                                    63,637
Real estate owned, net............        171,952                                   112,227
Other assets......................        147,630                                   179,156
                                       ----------                                ----------
  Total assets....................    $ 3,106,489                               $ 2,607,854
                                       ==========                               ===========

AVERAGE LIABILITIES AND
  STOCKHOLDERS' EQUITY:
Interest-bearing demand deposits..     $   32,907    $      356          4.33   $    24,699    $      227        3.68
Savings deposits..................          1,735            10          2.31         2,620            15        2.29
Certificates of deposit...........      1,790,973        27,479          6.14     1,964,020        29,652        6.04
                                       ----------    ----------                 -----------    ----------
  Total interest-bearing
    deposits .....................      1,825,615        27,845          6.10     1,991,339        29,894        6.00
Notes, debentures and other.......        230,453         6,752         11.72       225,573         6,715       11.91
Obligations outstanding under
  lines of credit.................        281,218         4,520          6.43            --            --          --
Securities sold under agreements..
  to repurchase ..................        114,633         1,639          5.72        20,934           272        5.20
Federal Home Loan Bank advances...          7,481           100          5.35        21,521           283        5.26
                                       ----------    ----------                 -----------    ----------
  Total interest-bearing
liabilities, interest expense.....      2,459,400        40,856          6.64     2,259,367        37,164        6.58
                                                     ----------                                ----------
Non-interest bearing deposits.....         23,536                                    15,543
Escrow deposits...................        111,094                                    71,713
Other liabilities.................         81,778                                    48,525
                                       ----------                               -----------
  Total liabilities...............      2,675,808                                 2,395,148
Stockholders' equity..............        430,681                                   212,706
                                       ----------                               -----------
  Total liabilities and 
    stockholders' equity .........      3,106,489                               $ 2,607,854
                                       ==========                               ===========
Net interest income before
  provision for loan losses ......                   $   17,185                                $   17,363
                                                     ==========                                ==========
Net interest rate spread..........                                       2.15%                                   3.48%
Net interest margin...............                                       2.60%                                   3.20%
Ratio of interest-earning
  assets to interest-bearing
  liabilities.....................            107%                                       96%
</TABLE>

                                                          12

<PAGE>
<TABLE>
<CAPTION>
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES                                   March 31,    December 31,
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION                                    1998         1997
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)                                     (Unaudited)    (Audited)
                                                                              -----------   -----------
<S>                                                                           <C>           <C>        
ASSETS
Cash and amounts due from depository institutions .........................   $    17,830   $    12,243
Interest bearing deposits .................................................        31,269       140,001
Federal funds sold and repurchase agreements ..............................       104,000            --
Securities available for sale, at market value ............................       650,200       476,796
Loans available for sale, at lower of cost or market ......................       493,106       177,041
Investment securities, net ................................................        61,314        13,295
Loan portfolio, net .......................................................       280,518       266,299
Discount loan portfolio, net ..............................................     1,171,623     1,434,176
Investments in low income housing tax credit interests ....................       118,964       128,614
Investment in joint ventures ..............................................         1,056         1,056
Real estate owned, net ....................................................       172,693       167,265
Investment in real estate .................................................        60,946        65,972
Premises and equipment, net ...............................................        22,568        21,542
Income taxes receivable ...................................................        19,422            --
Deferred tax asset ........................................................        48,261        45,148
Excess of purchase price over net assets acquired .........................        23,403        15,560
Principal, interest and dividends receivable ..............................        23,076        17,284
Escrow advances on loans ..................................................        48,214        47,888
Other assets ..............................................................        72,679        38,985
                                                                              -----------   -----------
                                                                              $ 3,421,142   $ 3,069,165
                                                                              ===========   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY


LIABILITIES:
   Deposits ...............................................................   $ 1,933,594   $ 1,982,822
   Securities sold under agreements to repurchase .........................       168,419       108,250
   Obligations outstanding under lines of credit ..........................       441,671       118,304
   Notes, debentures and other interest bearing obligations ...............       226,812       226,975
   Accrued interest payable ...............................................        42,258        32,238
   Income taxes payable ...................................................            --         3,132
   Accrued expenses, payables and other liabilities .......................        34,695        51,709
                                                                              -----------   -----------
     Total liabilities ....................................................     2,847,449     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 .........................................................         1,381         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; 60,708,735
     and 60,565,835 shares issued and outstanding at March 31, 1998 and
     December 31, 1997, respectively ......................................           607           606
   Additional paid-in capital .............................................       164,865       164,751
   Retained earnings ......................................................       281,695       259,349
   Unrealized gain (loss) on securities available for sale, net of taxes ..           145        (5,014)
                                                                              -----------   -----------
     Total stockholders' equity ...........................................       447,312       419,692
                                                                              -----------   -----------
                                                                              $ 3,421,142   $ 3,069,165
                                                                              ===========   ===========
</TABLE>

                                       13
<PAGE>
<TABLE>
<CAPTION>
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
- ----------------------------------------------------------------------------------------------
For the three months ended March 31,                                  1998            1997
- ----------------------------------------------------------------  ------------    ------------
<S>                                                               <C>             <C>         
Interest income:
   Federal funds sold and repurchase agreements ...............   $      1,032    $      1,658
   Securities available for sale ..............................          3,962           8,173
   Securities held for trading ................................             --             248
   Loans available for sale ...................................          9,503           2,851
   Loans ......................................................          6,262          10,692
   Discount loans .............................................         36,797          30,224
   Investment securities and other ............................            485             681
                                                                  ------------    ------------
                                                                        58,041          54,527
                                                                  ------------    ------------
Interest expense:
   Deposits ...................................................         27,845          29,894
   Securities sold under agreements to repurchase .............          1,639             272
   Advances from the Federal Home Loan Bank ...................            100             283
   Obligations outstanding under lines of credit ..............          4,520              --
   Notes, debentures and other interest bearing obligations ...          6,752           6,715
                                                                  ------------    ------------
                                                                        40,856          37,164
                                                                  ------------    ------------
   Net interest income before provision for loan losses .......         17,185          17,363
Provision for loan losses .....................................          2,254           9,742
                                                                  ------------    ------------
   Net interest income after provision for loan losses ........         14,931           7,621
                                                                  ------------    ------------
Non-interest income:
   Servicing fees and other charges ...........................          9,772           5,236
   Gains on sales of interest earning assets, net .............         28,737          16,778
   Gain (loss) on real estate owned, net ......................          1,026            (794)
   Other income ...............................................          5,871             131
                                                                  ------------    ------------
                                                                        45,406          21,351
                                                                  ------------    ------------
Non-interest expense:
   Compensation and employee benefits .........................         21,482          14,923
   Occupancy and equipment ....................................          6,457           2,829
   Net operating loss on investments in real estate and certain
     low-income housing tax credit interests ..................          1,246           1,093
   Other operating expenses ...................................          4,868           3,852
                                                                  ------------    ------------
                                                                        34,053          22,697
                                                                  ------------    ------------
Distributions on Company-obligated, mandatorily
  redeemable securities of subsidiary trust holding solely
  junior subordinated debentures of the Company ...............          3,398              --

Equity in earnings of investment in joint ventures ............             --          14,372
                                                                  ------------    ------------

   Income before income taxes .................................         22,886          20,647
Income tax expense ............................................           (573)         (3,606)
Minority interest in net loss of consolidated subsidiary ......             33              --
                                                                  ------------    ------------
   Net income .................................................   $     22,346    $     17,041
                                                                  ============    ============

Earnings per share:
   Basic ......................................................   $       0.37    $       0.32
                                                                  ============    ============
   Diluted ....................................................   $       0.36    $       0.31
                                                                  ============    ============

Weighted average common shares outstanding:
   Basic ......................................................     60,708,735      53,599,006
                                                                  ============    ============
   Diluted ....................................................     61,542,122      54,146,732
                                                                  ============    ============
</TABLE>
                                              14


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