OCWEN FINANCIAL CORP
8-K, 1999-08-12
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


                                 DATE OF REPORT
                (DATE OF EARLIEST EVENT REPORTED): JULY 30, 1999

                           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) 682-8000



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



                                   PAGE 1 OF 9
                             EXHIBIT INDEX ON PAGE 4

<PAGE>


ITEM 5.       OTHER EVENTS

The news  release of the  Registrant  dated July 30, 1999,  announcing  its 1999
second  quarter  results and certain other  information  is attached  hereto and
filed herewith as Exhibit 99.

ITEM 7.       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

  (a) - (b)   Not applicable.


  (c)         Exhibits

              The following exhibits are filed as part of this report:

              99.1    Text of a press release by the  Registrant  dated July 30,
                      1999.

                                       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:  August 12, 1999

                                       3
<PAGE>



INDEX TO EXHIBIT



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

        99.1       News release of the Registrant dated July 30, 1999,     5
                   announcing its 1999 second quarter results and
                   certain other information


                                       4


                                                                    Exhibit 99.1
================================================================================
[GRAPHIC OMITTED]                                    OCWEN FINANCIAL CORPORATION
================================================================================
FOR IMMEDIATE RELEASE                       FOR FURTHER INFORMATION, CONTACT:
                                            A. RICHARD HURWITZ
                                            VP, CORPORATE COMMUNICATIONS
                                            T: (561) 682-8575
                                            E: [email protected]
                                               ------------------

                      OCWEN FINANCIAL CORPORATION ANNOUNCES
                           1999 SECOND QUARTER RESULTS

1999 SECOND QUARTER HIGHLIGHTS
- ------------------------------
o   CASH  EARNINGS,  AS DEFINED  BELOW,  WERE $12.1  MILLION IN THE 1999  SECOND
    QUARTER, COMPARED TO $8.5 MILLION IN 1998.
o   CASH  EARNINGS  FROM  SINGLE  FAMILY  RESIDENTIAL  DISCOUNT  LOANS WERE $7.6
    MILLION IN THE 1999 SECOND  QUARTER,  COMPARED  TO $0.7  MILLION IN THE 1998
    SECOND QUARTER.
o   NET INCOME FROM DOMESTIC LOAN SERVICING  INCREASED $2.4 MILLION,  OR 294% IN
    THE 1999 SECOND QUARTER COMPARED TO THE 1998 SECOND QUARTER.
o   OTX ACQUIRED SYNERGY  SOFTWARE,  LLC, A LEADING  DEVELOPER OF COMMERCIAL AND
    MULTIFAMILY MORTGAGE SERVICING SYSTEMS IN THE U.S., IN JUNE 1999.
o   OCN  REPURCHASED  205,300  SHARES  OF  ITS  COMMON  STOCK,   INITIATING  ITS
    REPURCHASE PLAN OF UP TO SIX MILLION SHARES.

WEST PALM BEACH, FL - (July 30, 1999) Ocwen Financial  Corporation  (NYSE:  OCN)
today  reported  net income for the 1999  second  quarter,  prior to  impairment
charges and losses on equity investments, of $22.8 million, or $0.37 per diluted
share,  compared to net income for the 1998 second quarter,  prior to impairment
charges on securities available for sale, of $27.4 million, or $0.45 per diluted
share.  For the six months ended June 30, 1999, the Company reported net income,
prior to impairment charges and losses on equity investments,  of $32.4 million,
or $0.53 per diluted share, compared to net income for the six months ended June
30, 1998, before impairment  charges on securities,  of $56.6 million,  or $0.92
per diluted share.

Cash   earnings,   defined   as  net   income   excluding   non-cash   gains  on
securitizations,  less  impairment  charges,  and  less  losses  related  to the
investment  in Ocwen  Asset  Investment  Corp.  (NYSE:  OAC),  amounted to $12.1
million in the 1999  second  quarter,  compared  to $8.5  million in 1998.  Cash
earnings  for the six months  ended June 30,  1999  amounted  to $17.9  million,
compared to $19.1 million for the same period in 1998. Pre-tax non-cash gains in
the 1999 second  quarter were  comprised of $10.2  million from Ocwen UK plc and
$3.3 million from U.S.
operations.

Including  impairment  charges  and losses on equity  investments,  the  Company
reported a net loss of $(3.7)  million,  or $(0.06) per diluted  share,  for the
1999 second quarter,  compared to a net loss of $(37.9) million,  or $(0.62) per
diluted share,  for the 1998 second  quarter.  For the six months ended June 30,
1999,  the Company  reported  net income of $5.8  million,  or $0.10 per diluted
share,  compared to a net loss of $(15.6) million, or $(0.26) per diluted share,
for the six months ended June 30, 1998.

The loss for the 1999  second  quarter  was  caused by  charges  totaling  $33.2
million,  of which $28.8 million related to impairment charges on the securities
available for sale portfolio, and the balance related primarily to losses on its
investment in OAC. Of the $28.8 million of charges on the securities  portfolio,
$22.8 million was charged against the Company's residential discount loan

                                       5
<PAGE>


Ocwen Financial Corporation Second Quarter Results
July 30, 1999

subordinates,  and $5.8  million was  charged  against  the  Company's  subprime
residuals.  The charges were based upon quotes received from  broker-dealers and
reflected  both  continuing  market  illiquidity  for  these  investments  and a
reduction  in  fair  value  due to  default  rates  on the  underlying  mortgage
collateral, which were higher than had been estimated at the time the securities
were initially issued.

William C. Erbey,  Chairman  and CEO,  commented,  "We  continue  the  long-term
strategic  transition  from  capital-intensive  business  lines to  those  which
generate  greater  fee-based  income  streams,  specifically  our  servicing and
advanced   technology   businesses.   The  1999  second  quarter  reflects  this
transition.  For example,  net income in our Domestic Loan Servicing  operations
for the just-completed  quarter increased to $3.2 million, or 294% over the same
period a year ago. Total  servicing  fees for the 1999 second quarter  increased
$5.0  million,  or 35% over the same  quarter  in the prior  year,  due to a 44%
increase in the average  unpaid  principal  balance of loans serviced for others
($10.24  billion in the 1999 second  quarter,  compared to $7.12  billion in the
1998 second quarter).

"We have made significant progress in our OTX subsidiary with the acquisition of
the assets of Synergy  Software,  LLC, a leading  developer  of  commercial  and
multifamily  loan  servicing  software in the United  States.  Synergy is in the
final stages of developing its SynergyOPEN(TM)  software, an advanced commercial
and   multifamily   mortgage   servicing   system.   The  32-bit,   Microsoft(R)
Windows-based  system  employs  multi-tier  architecture  to  allow  distributed
computing. This design represents the next generation of client-server computing
and allows the  SynergyOPEN(TM)  system to scale easily from small  companies to
the largest  multiple-office  enterprises.  OTX  continues  to make  progress in
marketing its REALTransSM  e-commerce software solution.  Currently,  several of
the  largest   domestic   mortgage  loan   participants   utilize  the  software
application.

"We intend to lessen our dependency on capital-intensive  businesses, reduce our
reliance on gain on sale accounting, and re-focus on our core competencies. This
transition will slow income recognition but will improve the quality of earnings
by increasing its cash component.  We intend to continue to curtail our domestic
subprime  originations and are evaluating our remaining  businesses on the basis
of their capacity to generate fees. Cash earnings, as defined above, amounted to
$12.1 million in the 1999 second quarter, compared to $8.5 million in 1998."75

RECENT ANNOUNCEMENTS
On July 26, 1999, OCN announced that it had signed a definitive merger agreement
with Ocwen Asset  Investment  Corp.,  a publicly  traded real estate  investment
trust,  providing for OCN to acquire OAC for 0.71 shares of OCN common stock for
each outstanding share of OAC common stock (other than those OAC shares owned by
Ocwen  Financial or its  subsidiaries).  This exchange ratio  represents a $5.50
price per share or an approximate 19 percent  premium to the closing price of $4
5/8 for OAC common stock on July 23, 1999,  based on the closing price of $7 3/4
for Ocwen Financial common stock on that date.

<TABLE>
<CAPTION>
NET (LOSS) INCOME BY BUSINESS SEGMENT
                                             Three Months Ended June 30,  Six Months Ended June 30,
                                             ---------------------------  -------------------------
(Dollars in thousands)                           1999          1998           1999         1998
                                             ------------  -------------  ------------  -----------
<S>                                          <C>           <C>            <C>           <C>
 Discount loans:
   Single family residential loans ......... $     (8,865) $       4,520  $     (4,343) $    18,703
   Commercial real estate loans ............        3,298         11,773         6,800       17,057
                                             ------------  -------------  ------------  -----------
                                                   (5,567)        16,293         2,457       35,760

Domestic mortgage loan servicing ...........        3,223            819         6,730        2,323
Investment in low-income housing tax credits        1,452          1,435         2,997        6,394
Commercial real estate lending .............        3,712          5,173         5,850        5,068
UK operations ..............................        9,217          7,449         9,346        7,449
OTX ........................................       (4,256)        (3,146)       (7,261)      (4,248)
Domestic subprime single family residential
  lending ..................................       (2,518)        (4,268)       (2,982)      (3,587)
Investment securities ......................       (1,756)       (47,122)       (1,844)     (53,991)
Equity in earnings (loss) of OAC ...........       (3,268)            --        (3,485)          --
Other ......................................       (3,926)       (14,532)       (6,025)     (10,722)
                                             ------------  -------------  ------------  -----------
                                             $     (3,687) $     (37,899) $      5,783  $   (15,554)
                                             ============  =============  ============  ===========
</TABLE>
                                       6
<PAGE>

Ocwen Financial Corporation Second Quarter Results
July 30, 1999

<TABLE>
<CAPTION>
ASSET ACQUISITIONS
                               Three Months Ended June 30,                   Six Months Ended June 30,
                               ---------------------------     Increase     --------------------------      Increase
 (Dollars in thousands)           1999           1998         (Decrease)       1999           1998         (Decrease)
                               -----------    -----------    -----------    -----------    -----------    -----------
<S>                            <C>            <C>            <C>            <C>            <C>            <C>
 Discount Loan Acquisitions:
   Single family residential.. $   233,207    $   293,900    $   (60,693)   $   274,083    $   335,252    $   (61,169)

   Multi-family residential...      39,275        145,526       (106,251)        71,959        148,506        (76,547)

   Commercial real estate.....     106,989        145,006        (38,017)       131,790        186,199        (54,409)
   Other......................          --          1,323         (1,323)         6,596          6,348            248
                               -----------    -----------    -----------    -----------    -----------    -----------

                               $   379,471    $   585,755    $  (206,284)   $   484,428    $   676,305       (191,877)
                               ===========    ===========    ===========    ===========    ===========    ===========
Subprime Loan Purchases and
   Originations:
    Domestic.................. $    74,958    $   192,799    $  (117,841)   $   235,817    $   697,041    $  (461,224)

   Foreign (Ocwen UK)(1)......     152,965        465,193       (312,228)       293,007        465,193       (172,186)
                               -----------    -----------    -----------    -----------    -----------    -----------
                               $   227,923    $   657,992    $  (430,069)   $   528,824    $ 1,162,234    $  (633,410)
                               ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

   (1)  Subprime  loan  purchases and  originations  for the three and six month
        periods  ended June 30,  1998  include  $419,087 of loans  purchased  in
        connection  with the  acquisition  of the U.K.  operations  of Cityscape
        Financial Corp.


FORWARD-LOOKING STATEMENTS
CERTAIN  STATEMENTS  CONTAINED  HEREIN ARE NOT BASED ON HISTORICAL FACTS AND ARE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933,  AS  AMENDED,  AND SECTION 21E OF THE  SECURITIES  ACT OF 1934,  AS
AMENDED.  THESE  FORWARD-LOOKING  STATEMENTS MAY BE IDENTIFIED BY REFERENCE TO A
FUTURE  PERIOD(S)  OR  BY  THE  USE  OF  FORWARD-LOOKING   TERMINOLOGY  SUCH  AS
"CONTINUE," "COULD,"  "EXPECTED,"  "INTEND," "MAY," "PRESENT," "WILL," FUTURE OR
CONDITIONAL VERB TENSES, SIMILAR TERMS, VARIATIONS ON SUCH TERMS OR NEGATIVES OF
SUCH TERMS.  ALTHOUGH OCN BELIEVES THE ANTICIPATED RESULTS OR OTHER EXPECTATIONS
REFLECTED  IN  SUCH   FORWARD-LOOKING   STATEMENTS   ARE  BASED  ON   REASONABLE
ASSUMPTIONS,  ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE INDICATED DUE TO
RISKS,  UNCERTAINTIES,  AND  CHANGES  WITH  RESPECT  TO A  VARIETY  OF  FACTORS,
INCLUDING,  BUT NOT LIMITED TO, THE ABILITY OF OCN AND OAC TO  CONSUMMATE  THEIR
PROPOSED  MERGER,  THE  MARKET  PRICES  OF THE  COMMON  STOCK  OF OCN  AND  OAC,
INTERNATIONAL,  NATIONAL,  REGIONAL OR LOCAL ECONOMIC  ENVIRONMENTS,  GOVERNMENT
FISCAL AND MONETARY  POLICIES,  PREVAILING  INTEREST OR CURRENCY EXCHANGE RATES,
EFFECTIVENESS OF INTEREST RATE, CURRENCY AND OTHER HEDGING STRATEGIES,  LAWS AND
REGULATIONS AFFECTING FINANCIAL INSTITUTIONS,  REAL ESTATE INVESTMENT TRUSTS AND
REAL ESTATE  (INCLUDING  REGULATORY  FEES,  CAPITAL  REQUIREMENTS AND INCOME AND
PROPERTY TAXATION),  UNCERTAINTY OF FOREIGN LAWS, COMPETITIVE PRODUCTS,  PRICING
AND CONDITIONS  (INCLUDING  FROM  COMPETITORS  THAT HAVE  SIGNIFICANTLY  GREATER
RESOURCES THAN OCN),  CREDIT,  PREPAYMENT,  BASIS,  DEFAULT,  SUBORDINATION  AND
ASSET/LIABILITY  RISKS,  LOAN  SERVICING  EFFECTIVENESS,   ABILITY  TO  IDENTIFY
ACQUISITIONS AND INVESTMENT  OPPORTUNITIES  MEETING OCN'S  INVESTMENT  STRATEGY,
COURSE OF  NEGOTIATIONS  AND ABILITY TO REACH AGREEMENT WITH RESPECT TO MATERIAL
TERMS  OF  ANY  PARTICULAR  TRANSACTION,  SATISFACTORY  DUE  DILIGENCE  RESULTS,
SATISFACTION  OR  FULFILLMENT  OF AGREED UPON TERMS AND CONDITIONS OF CLOSING OR
PERFORMANCE,  TIMING OF TRANSACTION CLOSINGS,  RECENT EFFORTS TO REFOCUS ON CORE
BUSINESSES   AND  INCREASE   LIQUIDITY,   DISPOSITIONS,   AND  WINDING  DOWN  OF
DISCONTINUED  BUSINESSES,  ACQUISITIONS AND INTEGRATION OF ACQUIRED  BUSINESSES,
SOFTWARE  INTEGRATION,  DEVELOPMENT  AND  LICENSING,  AVAILABILITY  OF AND COSTS
ASSOCIATED WITH OBTAINING  ADEQUATE AND TIMELY SOURCES OF LIQUIDITY,  DEPENDENCE
ON EXISTING SOURCES OF FUNDING,  ABILITY TO REPAY OR REFINANCE  INDEBTEDNESS (AT
MATURITY  OR UPON  ACCELERATION),  TO MEET  COLLATERAL  CALLS BY  LENDERS  (UPON
RE-VALUATION  OF THE  UNDERLYING  ASSETS OR  OTHERWISE),  TO  GENERATE  REVENUES
SUFFICIENT  TO MEET DEBT SERVICE  PAYMENTS AND OTHER  OPERATING  EXPENSES AND TO
SECURITIZE  WHOLE LOANS,  AVAILABILITY OF DISCOUNT LOANS FOR PURCHASE,  SIZE OF,
NATURE OF AND YIELDS AVAILABLE WITH RESPECT TO THE SECONDARY MARKET FOR MORTGAGE
LOANS, FINANCIAL,  SECURITIES AND SECURITIZATION MARKETS IN GENERAL,  ALLOWANCES
FOR LOAN LOSSES,  GEOGRAPHIC  CONCENTRATIONS OF ASSETS (TEMPORARY OR OTHERWISE),
TIMELY  LEASING  OF  UNOCCUPIED   SQUARE  FOOTAGE   (GENERALLY  AND  UPON  LEASE
EXPIRATION),  CHANGES IN REAL ESTATE CONDITIONS (INCLUDING LIQUIDITY, VALUATION,
REVENUES, RENTAL RATES, OCCUPANCY LEVELS AND COMPETING PROPERTIES),  ADEQUACY OF
INSURANCE  COVERAGE  IN THE  EVENT  OF  LOSS,  KNOWN  OR  UNKNOWN  ENVIRONMENTAL
CONDITIONS,  YEAR 2000 COMPLIANCE,  OTHER FACTORS GENERALLY UNDERSTOOD TO AFFECT
THE  REAL  ESTATE   ACQUISITION,   MORTGAGE  AND  LEASING  MARKETS,   SECURITIES
INVESTMENTS,  AND OTHER RISKS  DETAILED  FROM TIME TO TIME IN OCN'S  REPORTS AND
FILINGS WITH THE SEC, INCLUDING ITS REGISTRATION STATEMENTS ON FORMS S-1 AND S-3
AND PERIODIC  REPORTS ON FORMS 10-Q, 8-K AND 10-K.  PLEASE REFER TO EXHIBIT 99.1
INCLUDED WITH THE FORM 10-K FOR THE YEAR ENDED  DECEMBER 31, 1998 AND FILED WITH
THE SEC,  FOR A  DESCRIPTION  OF  MATERIAL  RISKS  FACED BY THE  COMPANY AND ITS
SECURITIES HOLDERS.

                                       7
<PAGE>

Ocwen Financial Corporation Second Quarter Results
July 30, 1999

<TABLE>
<CAPTION>
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
                                                             Three Months Ended June 30,       Six Months Ended June 30,
                                                             ----------------------------    ----------------------------
                                                                 1999           1998             1999            1998
- ----------------------------------------------------------   ------------    ------------    ------------    ------------
<S>                                                          <C>             <C>             <C>             <C>
Interest income:
  Federal funds sold and repurchase agreements ...........   $      2,059    $      1,404    $      5,454    $      2,437
  Securities available for sale ..........................         15,659           8,728          32,848          16,672
  Loans available for sale ...............................         11,014          25,291          19,144          34,794
  Loans ..................................................          8,878          11,655          15,044          17,917
  Discount loans .........................................         25,553          42,281          55,556          79,078
  Investment securities and other ........................            384           1,532           1,035           2,017
                                                             ------------    ------------    ------------    ------------
                                                                   63,547          90,891         129,081         152,915
                                                             ------------    ------------    ------------    ------------
Interest expense:
  Deposits ...............................................         23,559          28,677          50,387          56,522
  Securities sold under agreements to repurchase .........          2,281           2,062           3,772           3,701
  Advances from the Federal Home Loan Bank ...............             37              --              37             109
  Obligations outstanding under lines of credit ..........          5,293          15,103           9,017          19,623
  Notes, debentures and other interest bearing obligations          6,668           6,734          13,423          13,477
                                                             ------------    ------------    ------------    ------------
                                                                   37,838          52,576          76,636          93,432
                                                             ------------    ------------    ------------    ------------
  Net interest income before provision for loan losses ...         25,709          38,315          52,445          59,483
Provision for loan losses ................................            623           9,675           4,362          11,929
                                                             ------------    ------------    ------------    ------------
  Net interest income after provision for loan losses ....         25,086          28,640          48,083          47,554
                                                             ------------    ------------    ------------    ------------

Non-interest income:
  Servicing fees and other charges .......................         18,929          13,972          37,180          23,696
  (Loss) gain on interest-earning assets, net ............         (5,867)        (48,015)         14,275         (23,261)
  Gain on real estate owned, net .........................          2,677          10,521           3,306          11,547
  Other income ...........................................          9,073           9,771          15,625          15,648
                                                             ------------    ------------    ------------    ------------
                                                                   24,812         (13,751)         70,386          27,630
                                                             ------------    ------------    ------------    ------------
Non-interest expense:
  Compensation and employee benefits .....................         24,330          29,766          51,540          51,247
  Occupancy and equipment ................................          8,732           8,507          19,369          14,925
  Loan expenses ..........................................          2,652           7,357           6,780           9,694
  Net operating loss on investments in real estate and
    Certain low-income housing tax credit interests ......          1,374           1,046           3,221           2,292
  Amortization of excess of purchase price over net
    assets acquired ......................................            257             563             487             934
  Other operating expenses ...............................         10,440           9,010          18,511          11,168
                                                             ------------    ------------    ------------    ------------
                                                                   47,785          56,249          99,908          90,260
                                                             ------------    ------------    ------------    ------------
Distributions on Company-obligated, mandatory redeemable
  securities of subsidiary trust holding solely junior
  subordinated debentures ................................          3,398           3,398           6,797           6,797
Equity in (losses) earnings of investments in
  unconsolidated entities ................................         (3,470)            544          (4,713)            544
                                                             ------------    ------------    ------------    ------------
  (Loss) income before income taxes ......................         (4,755)        (44,214)          7,051         (21,329)
Income tax benefit (expense) .............................            972           6,383          (1,396)          5,810
Minority interest in net loss (income) of consolidated
  subsidiary .............................................             96             (68)            128             (35)
                                                             ------------    ------------    ------------    ------------
  Net (loss) income ......................................   $     (3,687)   $    (37,899)   $      5,783    $    (15,554)
                                                             ============    ============    ============    ============

(Loss) income per share:
  Basic ..................................................   $      (0.06)   $      (0.62)   $       0.10    $      (0.26)
                                                             ============    ============    ============    ============

  Diluted ................................................   $      (0.06)   $      (0.62)   $       0.10    $      (0.26)
                                                             ============    ============    ============    ============

Weighted average common shares outstanding:
  Basic ..................................................     60,730,614      60,713,593      60,765,485      60,682,432
                                                             ============    ============    ============    ============
  Diluted ................................................     60,730,614      60,713,593      60,807,036      60,682,432
                                                             ============    ============    ============    ============
</TABLE>

                                                            8
<PAGE>

Ocwen Financial Corporation Second Quarter Results
July 30, 1999

<TABLE>
<CAPTION>
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except per share data)                                         June 30,      December 31,
                                                                                       1999             1998
                                                                                    ------------    ------------
<S>                                                                                 <C>             <C>
Assets
Cash and amounts due from depository institutions ...............................   $    107,476    $    120,805
Interest earning deposits .......................................................         18,127          49,374
Federal funds sold ..............................................................         75,000         275,000
Securities available for sale, at fair value ....................................        733,271         593,347
Loans available for sale, at lower of cost or market ............................        132,425         177,847
Investment in capital stock of Federal Home Loan Bank, at cost ..................         10,825          10,825
Loan portfolio, net .............................................................        133,678         230,312
Discount loan portfolio, net ....................................................      1,008,764       1,026,511
Investments in low-income housing tax credit interests ..........................        180,566         144,164
Investment in unconsolidated entities ...........................................         79,958          86,893
Real estate owned, net ..........................................................        183,162         201,551
Investment in real estate .......................................................         22,256          36,860
Premises and equipment, net .....................................................         43,805          33,823
Income taxes receivable .........................................................         36,627          34,333
Deferred tax asset ..............................................................         68,279          66,975
Excess of purchase price over net assets acquired ...............................         17,030          12,706
Principal, interest and dividends receivable ....................................         11,798          18,993
Escrow advances on loans ........................................................        107,097          88,277
Other assets ....................................................................         42,123          99,483
                                                                                    ------------    ------------
                                                                                    $  3,012,267    $  3,308,079
                                                                                    ============    ============
Liabilities and Stockholders' Equity

Liabilities:
   Deposits .....................................................................   $  1,874,553    $  2,175,016
   Securities sold under agreements to repurchase ...............................        133,741          72,051
   Obligations outstanding under lines of credit ................................         94,039         179,285
   Notes, debentures and other interest bearing obligations .....................        279,236         225,000
   Accrued interest payable .....................................................         27,318          33,706
   Accrued expenses, payables and other liabilities .............................         41,928          61,053
                                                                                    ------------    ------------
     Total liabilities ..........................................................      2,450,815       2,746,111
                                                                                    ------------    ------------

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

Minority interest ...............................................................            465             592

Commitments and contingencies

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; 60,601,156
     shares issued and outstanding at June 30, 1999, and December 31, 1998 ......            608             608
   Treasury stock, 205,300 shares at June 30, 1999 ..............................         (1,832)             --
   Additional paid-in capital ...................................................        166,262         166,234
   Retained earnings ............................................................        262,953         257,170
   Accumulated other comprehensive income, net of taxes:
      Net unrealized gain on securities available for sale ......................          9,947          14,057
      Net unrealized foreign currency translation loss ..........................         (1,951)         (1,693)
                                                                                    ------------    ------------
     Total stockholders' equity .................................................        435,987         436,376
                                                                                    ------------    ------------
                                                                                    $  3,012,267    $  3,308,079
                                                                                    ============    ============
</TABLE>

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