FINANCIAL TABLE OF CONTENTS
SELECTED CONSOLIDATED FINANCIAL INFORMATION.............................. 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS............................ 14
REPORT OF MANAGEMENT..................................................... 61
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS....................... 62
CONSOLIDATED FINANCIAL STATEMENTS........................................ 63
SHAREHOLDER INFORMATION.................................................. 120
9
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following tables present selected consolidated financial
information of Ocwen Financial Corporation and its subsidiaries ("OCN" or the
"Company") at the dates and for the periods indicated. The historical operations
and balance sheet data at and for the years ended December 31, 2000, 1999, 1998,
1997 and 1996 have been derived from financial statements audited by
PricewaterhouseCoopers LLP, independent certified public accountants. Certain
amounts included in the 1999, 1998, 1997 and 1996 selected consolidated
financial information have been reclassified to conform to the 2000
presentation. The selected consolidated financial information should be read in
conjunction with, and is qualified in its entirety by reference to, the
information contained in the Consolidated Financial Statements and the Notes to
Consolidated Financial Statements on pages 70 to 119.
For the Year Ended December 31,
-----------------------------------------------------------------------
2000 1999 (1) 1998 1997 1996
----------- ----------- ----------- ----------- -----------
(Dollars in thousands, except per share data)
OPERATIONS DATA:
Interest income .......................................... $ 184,816 $ 253,224 $ 307,694 $ 272,531 $ 193,894
Interest expense ......................................... 169,090 155,542 184,893 156,289 116,160
----------- ----------- ----------- ----------- -----------
Net interest income before provision for loan losses... 15,726 97,682 122,801 116,242 77,734
Provision for loan losses (2) ............................ 15,177 6,710 18,509 32,218 22,450
----------- ----------- ----------- ----------- -----------
Net interest income after provision for loan losses ... 549 90,972 104,292 84,024 55,284
----------- ----------- ----------- ----------- -----------
Servicing and other fees ................................. 97,080 76,018 59,180 25,962 4,682
Gain on interest-earning assets, net (3) ................. 18,580 44,298 129,988 82,212 21,682
Unrealized loss on trading securities, net (4) ........... (4,926) -- -- -- --
Impairment charges on securities available for sale ...... (11,597) (58,777) (129,714) -- --
(Loss) gain on real estate owned, net .................... (13,464) (2,060) 14,033 7,276 3,827
Gain on other non-interest earning assets, net ........... 45,517 58,693 17,702 6,052 4,861
Net operating gains (losses) on investments in real
estate (5) ............................................ 26,140 (1,077) (1,715) 144 453
Amortization of excess of net assets acquired over
purchase price (1) .................................... 14,112 3,201 -- -- --
Other income ............................................. 6,083 24,346 21,993 2,446 2,252
----------- ----------- ----------- ----------- -----------
Total non-interest income ............................. 177,525 144,642 111,467 124,092 37,757
----------- ----------- ----------- ----------- -----------
Compensation and employee benefits ....................... 83,086 102,173 115,556 77,573 39,043
Occupancy and equipment .................................. 12,005 18,501 17,652 8,742 4,313
Technology and communication costs ....................... 22,515 19,647 17,560 9,492 4,907
Loan expenses ............................................ 13,051 12,618 25,373 7,059 4,111
Net operating losses on investments in certain low-income
housing tax credit interests .......................... 9,931 6,291 6,905 4,935 28
Amortization of excess of purchase price over net assets
acquired .............................................. 3,124 4,448 11,614 557 --
Professional services and regulatory fees ................ 13,275 14,205 18,082 7,611 6,607
Other operating expenses ................................. 13,022 17,185 13,804 11,048 11,051
----------- ----------- ----------- ----------- -----------
Total non-interest expense ............................ 170,009 195,068 226,546 127,017 70,060
----------- ----------- ----------- ----------- -----------
Distributions on Company-obligated, mandatorily redeemable
securities of subsidiary trust holding solely junior
subordinated debentures ............................... 11,380 13,111 13,594 5,249 --
Equity in (losses) earnings of investments in
unconsolidated entities (6) ........................... (5,249) (12,616) (7,985) 23,688 38,320
Income tax (expense) benefit ............................. (7,957) (2,608) 30,699 (21,309) (11,159)
Minority interest in net loss of consolidated subsidiary.. -- 638 467 703 --
----------- ----------- ----------- ----------- -----------
(Loss) income before extraordinary gain .................. (16,521) 12,849 (1,200) 78,932 50,142
Extraordinary gain on repurchase of debt, net of taxes ... 18,713 6,983 -- -- --
----------- ----------- ----------- ----------- -----------
Net income (loss) ........................................ $ 2,192 $ 19,832 $ (1,200) $ 78,932 $ 50,142
=========== =========== =========== =========== ===========
(Loss) income before extraordinary gain per share (7):
Basic ................................................. $ (0.25) $ 0.20 $ (0.02) $ 1.40 $ 0.99
Diluted ............................................... $ (0.25) $ 0.20 $ (0.02) $ 1.39 $ 0.94
Net income (loss) per share (7):
Basic ................................................. $ 0.03 $ 0.31 $ (0.02) $ 1.40 $ 0.99
Diluted ............................................... $ 0.03 $ 0.31 $ (0.02) $ 1.39 $ 0.94
10
For the Year Ended December 31,
-----------------------------------------------------------------------
2000 1999 (1) 1998 1997 1996
----------- ----------- ----------- ----------- -----------
(Dollars in thousands)
BALANCE SHEET DATA:
Total assets ............................................. $ 2,249,420 $ 3,281,674 $ 3,301,083 $ 3,048,149 $ 2,468,499
Trading securities, at fair value (4) .................... 390,242 -- -- -- --
Securities available for sale, at fair value ............. -- 587,518 593,347 441,638 354,005
Loans available for sale, at lower of cost or market (8).. 10,610 45,213 177,847 177,041 126,366
Real estate held for sale (9) ............................ 22,670 -- -- -- --
Low-income housing tax credits held for sale (10) ........ 87,083 -- -- -- --
Loan portfolio, net (8) .................................. 93,414 157,408 230,312 266,299 402,582
Discount loan portfolio (8) .............................. 536,028 913,229 1,026,511 1,434,176 1,060,953
Match funded loans and securities, net (11) .............. 116,987 157,794 -- -- --
Investments in low-income housing tax credit interests ... 55,729 150,989 144,164 128,614 93,309
Investment in unconsolidated entities .................... 430 37,118 86,893 38,684 68,011
Real estate owned, net (12) .............................. 146,419 167,506 201,551 167,265 103,704
Investments in real estate (13) .......................... 122,761 268,241 36,860 76,340 41,034
Advances on loans and loans serviced for others .......... 277,055 162,548 108,078 51,061 27,551
Mortgage servicing rights ................................ 51,426 11,683 7,060 5,739 2,418
Deposits ................................................. 1,258,360 1,814,647 2,168,791 1,965,844 1,907,313
Borrowings and other interest-bearing obligations (14) ... 313,313 694,319 476,336 453,529 300,118
Company-obligated mandatory redeemable securities
of subsidiary trust holding solely junior subordinate
debentures of the Company ............................. 79,530 110,000 125,000 125,000 --
Stockholders' equity (15) ................................ 503,426 509,442 436,376 419,692 203,596
OTHER DATA:
Average assets (16) ...................................... $ 3,092,227 $ 3,187,680 $ 3,574,780 $ 2,835,514 $ 2,013,283
Average equity ........................................... 495,699 462,216 427,512 290,030 161,332
Return on average assets (16):
(Loss) income before extraordinary gain ............... (0.53)% 0.40% (0.03)% 2.78% 2.49%
Net income (loss) ..................................... 0.07 0.62 (0.03) 2.78 2.49
Return on average equity:
(Loss) income before extraordinary gain ............... (3.33) 2.78 (0.28) 27.22 31.08
Net income (loss) ..................................... 0.44 4.29 (0.28) 27.22 31.08
Average equity to average assets ......................... 16.03 14.50 11.96 10.23 8.01
Net interest spread ...................................... 2.07 4.65 3.90 4.81 5.46
Net interest margin ...................................... 0.81 4.42 4.30 4.91 4.84
Efficiency ratio (17) .................................... 90.43 84.92 100.12 48.11 45.55
Bank regulatory capital ratios at end of period:
Tangible .............................................. 13.83 10.67 9.07 10.66 9.33
Core (Leverage) ....................................... 13.83 10.67 9.07 10.66 9.33
Risk-based ............................................ 21.83 19.12 17.26 14.83 12.85
Number of full-service offices at end of period .......... 1 1 1 1 1
11
NOTES TO SELECTED CONSOLIDATED FINANCIAL INFORMATION
(1) Financial data for 1999 reflects the sale of the Company's wholly-owned
UK subsidiary, Ocwen UK Limited, formerly known as Ocwen UK plc ("Ocwen
UK"), on September 30, 1999 for a gain of $50,371. Ocwen UK was engaged
in the subprime mortgage loan origination and servicing business and
began operations on April 24, 1998. Financial data for 1999 also
reflects the Company's acquisition of Ocwen Asset Investment Corp.
("OAC") on October 7, 1999 for a total purchase price of $101,271. The
acquisition of OAC resulted in an excess of net assets acquired over
the purchase price of $60,042, which is being amortized to earnings on
a straight-line basis over a period of 39 months. Previously, the
Company accounted for its investment in OAC and its operating
partnership subsidiary, Ocwen Partnership L.P. ("OPLP"), under the
equity method.
(2) The provision for loan losses in 2000, 1999, 1998, 1997 and 1996
consists primarily of $15,266, $5,434, $17,618, $31,894 and $20,578,
respectively, related to the Company's discount loan portfolio.
(3) Includes $36,804, $109,601, $71,933 and $15,161 of net gains recognized
in connection with the securitization of loans during 1999, 1998, 1997
and 1996, respectively. During the third quarter of 1999, the Company
made a decision to structure future securitizations as financing
transactions, thereby precluding the use of gain-on-sale accounting.
The Company executed no securitizations of loans during the second half
of 1999 or during 2000.
(4) On September 30, 2000 the Company changed its policy for securities
available for sale and match funded securities to account for these
securities as trading. For these securities, changes in fair value are
reported in income in the period of change. Previously, the Company
accounted for its securities as available for sale, and the unrealized
gains and losses for these securities were reported as a separate
component of accumulated other comprehensive income in stockholders'
equity.
(5) Results for 2000 included operating income from investments in real
estate properties acquired as a result of the OAC acquisition and
equity in earnings related to certain acquisition, development and
construction loans that were acquired during the first quarter of 2000
and accounted for as investments in real estate using the equity
method.
(6) Results for 2000 related primarily to the Company's investment in
Kensington Group plc ("Kensington"), which was sold on November 22,
2000 for a pretax gain of $20,025. Results for 1999 and 1998 related
primarily to the Company's investment in Kensington and the Company's
equity investments in OAC and OPLP, prior to their acquisition on
October 7, 1999. Results for 1997 and 1996 related to the Company's
investment in BCBF, L.L.C. (the "LLC"), a joint venture formed to
acquire loans from the Department of Housing and Urban Development in
April 1996. The LLC distributed all of its assets on December 12, 1997.
(7) All per share amounts have been adjusted retroactively to reflect the
10-for-1 stock split in July 1996 and the 2-for-1 stock split in
November 1997. In addition, all per share amounts have been adjusted
for the adoption of Statement of Financial Accounting Standards No.
128, "Earnings per Share" in 1997. See Note 1 to the Consolidated
Financial Statements (which is incorporated herein by reference).
(8) The discount loan portfolio consists of mortgage loans purchased at a
discount to the unpaid debt, most of which were non-performing or
subperforming at the date of acquisition. The loan portfolio, net, and
loans available for sale consist of other loans that were originated or
purchased by the Company for investment or for potential sale,
respectively. Data related to discount loans does not include discount
loans held by the LLC.
(9) Real estate held for sale consists of properties that the Company has
engaged unaffiliated third parties to market and sell. These properties
were previously held for investment and were acquired as a result of
the OAC acquisition. See Note 12 to the Consolidated Financial
Statements (which is incorporated herein by reference) for additional
information.
(10) Low-income housing tax credits held for sale consists of low-income
housing tax credit properties that the Company has entered into
agreements to sell. Although these agreements resulted in the transfer
of tax credits and operating results for these properties to the
purchaser, they did not qualify as sales for accounting purposes. See
Note 15 to the Consolidated Financial Statements (which is incorporated
herein by reference) for additional information regarding these
transactions.
(11) Match funded loans and securities, net, is primarily comprised of
securitized loans and securities accounted for as financing
transactions. The match funded loans were acquired as a result of the
OAC acquisition.
(12) Real estate owned, net, consists of properties acquired by foreclosure
or by deed-in-lieu thereof and is primarily attributable to the
Company's discount loan business.
(13) Balance at December 31, 2000 was primarily comprised of investments in
real estate properties acquired as a result of the OAC acquisition and
certain acquisition, development and construction loans, which are
accounted for as investments in real estate. Balance at December 31,
1999 was primarily comprised of properties that were acquired as a
result of the OAC acquisition. See Note 13 to the Consolidated
Financial Statements (which is incorporated herein by reference).
(14) Balances at December 31, 2000 and 1999 included notes and bonds-match
funded agreements assumed as a result of the OAC acquisition. See Notes
21 and 19 to the Consolidated Financial Statements (which are
incorporated herein by reference).
12
(15) Reflects the issuance of 12,371,750 shares of common stock in the
amount of $96,809 in connection with the acquisition of OAC on October
7, 1999. Also reflects the Company's repurchase of 1,388,300 shares of
common stock for an aggregate of $8,996 and 4,611,700 shares of common
stock for an aggregate of $30,691 during 2000 and 1999, respectively.
Includes a secondary stock offering to the public of 6,900,000 shares
of common stock in 1997.
(16) Includes the Company's pro rata share of the average assets held by the
LLC during 1997 and 1996.
(17) The efficiency ratio represents non-interest expense divided by the sum
of net interest income before provision for loan losses, non-interest
income and equity in earnings of investment in unconsolidated entities.
13
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following discussion of the Company's consolidated financial
condition, results of operations and capital resources and liquidity should be
read in conjunction with the Selected Consolidated Financial Information,
Consolidated Financial Statements and the related notes, all included elsewhere
herein.
RESULTS OF OPERATIONS
GENERAL. The Company recorded net income of $2,192 for 2000, as
compared to net income of $19,832 for 1999 and a net loss of $(1,200) for 1998.
Diluted earnings per share were $0.03 for 2000, as compared with diluted
earnings per share of $0.31 for 1999 and loss per share of $(0.02) for 1998.
There were a number of key factors that contributed to annual results for 2000
as compared to 1999, including: a gain of $50,371 earned from the sale of Ocwen
UK on September 30, 1999; a reduction in the amount of impairment charges
recorded on the securities portfolio from $58,777 in 1999 to $11,597 in 2000; a
reduction in gain on sale of interest earning assets from $44,298 in 1999 to
$18,580 in 2000, reflecting the Company's decision in the third quarter of 1999
to discontinue the practice of structuring securitizations as sales
transactions, thus precluding recognition of gain-on-sale accounting; a gain of
$20,025 from the sale of the Company's investment in Kensington on November 22,
2000; an increase in gains earned on the sale of investments in real estate from
$1,753 in 1999 to $22,949 in 2000; unrealized losses on trading securities of
$4,926 as a result of the Company's decision to change its policy for securities
available for sale and match funded securities to account for them as trading
securities effective September 30, 2000; an increase in net losses incurred by
Ocwen Technology Xchange, Inc. ("OTX") from $11,372 in 1999 to $21,049 in 2000,
reflecting the continuing investment in the development of the Company's
technology businesses; an increase in extraordinary gains on debt repurchases
from $6,983 in 1999 to $18,713 in 2000; and a $17,500 provision recorded in 2000
for a valuation allowance on the Company's deferred tax asset, as compared to a
$2,500 provision in 1999.
SEGMENT PROFITABILITY. The following is a discussion of the
contribution by business segment to the Company's net income (loss) for the
years indicated.
o Single Family Residential Discount Loans. Net income (loss) for this
segment amounted to $13,078, $(12,680) and $14,291 for 2000, 1999 and 1998,
respectively. Results for 2000, 1999 and 1998 include impairment charges of
$667, $27,342 and $14,180, respectively, on residential subordinate
securities. Provision for loan losses was $(637), $8,435 and $8,784 in
2000, 1999 and 1998 respectively. Gains from the sale of loans amounted to
$15,720 during 2000. This compares to securitization gains during 1999 and
1998 of $22,763 and $48,085, respectively. There were no securitizations of
loans during 2000. See "Results of Operations - Non-Interest Income."
o Commercial Loans. Net income declined to $571 for 2000, as compared to
$16,428 for 1999 and $48,319 for 1998. (Losses) gains from sales of loans
were $(1,418), $4,208 and $12,247 during 2000, 1999 and 1998, respectively.
Gains on the repayment of loans, which is reported as interest income,
amounted to $9,369, $17,169 and $39,362 during 2000, 1999 and 1998,
respectively. (Losses) gains from the sale and operation of commercial real
estate owned amounted to $(1,754), $3,769 and $23,442 during 2000, 1999 and
1998, respectively. Equity in earnings related to certain loans, which were
acquired in 2000 and are accounted for as investments in real estate,
amounted to $12,427 in 2000. The provision for loan losses amounted to
$9,195, $4,612 and $5,665, during 2000, 1999 and 1998, respectively. The
increase in the provision in 2000 was principally related to discount
loans.
o Domestic Residential Mortgage Loan Servicing. Net income from domestic
residential mortgage loan servicing amounted to $11,909 in 2000, as
compared to $12,067 in 1999 and $7,688 in 1988. Net interest income
decreased by $11,386 during 2000 and by $974 during 1999. Total
non-interest income for this segment increased by $24,177 during 2000 and
by $13,210 during 1999. Included in non-interest income were domestic
residential servicing fees amounting to $72,466, $57,262 and $46,222 during
2000, 1999 and 1998, respectively. Non-interest expense increased to
$59,129 in 2000 as compared to $46,128 during 1999 and $40,955 during 1998.
See "Results of Operations - Non-Interest Income."
o Investment in Low-Income Housing Tax Credits. A net loss of $(12,351) was
incurred for 2000, as compared to net income of $7,802 in 1999 and $9,423
in 1998. Gains on the sale of tax credit interests were $497, $6,591 and
$7,366 for 2000, 1999 and 1998, respectively. Low-income housing tax
credits and benefits declined to $2,577 in 2000, as compared to $18,242 and
$17,666 for 1999 and 1998, respectively. In 2000, tax credits and benefits
were reduced by $6,875, representing the reversal of excess tax benefits
recorded under the level-yield method on certain projects sold before their
maturity for tax credit purposes. Net operating losses from tax credit
properties in service amounted to $9,931, $6,291 and $6,905 during 2000,
1999 and 1998, respectively. Net operating losses for 2000 include a
provision of $6,448 for expected losses on the sale of twenty-five
properties. See "Changes in Financial Condition - Investment in Low-Income
Housing Tax Credit Interests."
14
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
o OTX. Net losses incurred by OTX increased to $(21,049) in 2000, as compared
to $(11,372) in 1999 and $(5,964) in 1998. The increase in net losses
incurred by OTX, which was formed in 1998, is a result of the Company's
continuing investment in the development of its technology businesses.
Losses for 1999 also included a $3,367 charge reflecting the impact of a
reduction in the estimated useful life of the goodwill associated with the
acquisitions previously made by OTX. On June 2, 1999, OTX acquired
substantially all of the assets of Synergy Software, LLC ("Synergy"), a
developer of commercial and multi-family mortgage servicing systems. See
Note 2 to the Consolidated Financial Statements (which is incorporated
herein by reference).
o Commercial Real Estate. The results of this segment principally represent
the activities of commercial real estate investments acquired in connection
with the acquisition of OAC in October 1999. Net income improved to $10,285
in 2000 from a loss of $(1,566) in 1999 and net income of $9 in 1998. Net
income for 2000 includes $2,768 of gains on the sale of securities held for
sale, $21,025 of gains from the sale of real estate properties held for
sale and $13,415 of net operating gains on investments in real estate. This
compares to $732 of losses on the sale of securities available for sale and
$1,881 of net operating gains on investments in real estate during 1999.
o UK Operations. Net income from UK operations amounted to $8,350, $36,859
and $12,247 during 2000, 1999 and 1998, respectively. On September 30,
1999, the Company sold all of the shares of its wholly-owned subsidiary,
Ocwen UK, to Malvern House Acquisition Limited for a gain of $50,371. Ocwen
UK commenced operations on April 24, 1998. Ocwen UK securitization gains
during 1999 and 1998 totaled $10,207 and $27,000, respectively. On November
22, 2000 the Company sold its equity investment in Kensington for a gain of
$20,025. Equity in (losses) earnings of Kensington of ($5,280), $(9,154)
and $439 were recognized for 2000, 1999 and 1998, respectively.
o Domestic Subprime Single Family Residential Lending. Net losses for this
segment were $(15,210), $(18,025) and $(19,993) for 2000, 1999 and 1998,
respectively. Net losses during 2000, 1999 and 1998 included $10,930,
$31,216 and $27,438, respectively, of impairment charges on subprime
subordinate and residual securities. The net loss for 1998 also included a
charge of $10,061 for the write-off of goodwill at Ocwen Financial
Services, Inc. ("OFS"). In August 1999, the Company closed its domestic
subprime origination business, which had been conducted primarily through
OFS, which itself was formed in 1997. During 1999 and 1998, gains of $3,834
and $34,516 were recorded in connection with the securitization of loans.
o Unsecured Collections. This segment is primarily comprised of activities
related to the Company's charged-off unsecured credit card receivables
which were acquired at a discount. Collections of unsecured credit card
receivables are accounted for under the cost recovery method. Net losses
increased to $(8,927) in 2000 from $(4,185) in 1999 and $(1,041) in 1998.
The increase in net losses between 2000 and 1999 is largely attributable to
an increase in the provision for loan losses to $6,866 in 2000 from $870 in
1999.
o Ocwen Realty Advisors. Ocwen Realty Advisors provides property valuation
services and real estate research for residential and commercial
properties.
o Corporate Items and Other. This segment consists of extraordinary gains on
repurchases of debt, individually insignificant business activities,
amounts not allocated to the operating segments, distributions on the
Capital Securities, transfer pricing mismatches, other general corporate
expenses and the results of the securities portfolio excluding subprime
residuals and subordinates. Net income of $15,589 in 2000 included $18,713
of extraordinary gains, net of taxes, on repurchases of debt. The $(5,496)
loss in 1999 included $6,983 of extraordinary gains, net of taxes, on
repurchases of debt. The $(66,179) loss in 1998 included $86,100 of pretax
impairment charges on the Company's portfolio of AAA-rated agency
interest-only securities, which were sold in 1998.
See Note 32 to the Consolidated Financial Statements (which is
incorporated herein by reference) for additional information related to the
Company's operating segments.
NET INTEREST INCOME: 2000 VERSUS 1999 AND 1999 VERSUS 1998. Net
interest income is the difference between the interest income received from its
interest-earning assets and the interest expense paid on its interest-bearing
liabilities. Net interest income is determined by net interest spread (i.e., the
difference between the yield earned on its interest-earning assets and the rates
paid on its interest-bearing liabilities), the relative amount of
interest-earning assets and interest-bearing liabilities and the degree of
mismatch in the maturity and repricing characteristics of its interest-earning
assets and interest-bearing liabilities.
The following table sets forth, for the periods indicated, information
regarding the total amount of income from interest-earning assets and the
resultant average yields, the interest expense associated with interest-bearing
liabilities, expressed in dollars and rates, and the net interest spread and net
interest margin. Information is based on average daily balances during the
indicated periods:
15
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Year Ended December 31,
-------------------------------------------------------------------------------------
2000 1999
---------------------------------------- ----------------------------------------
Interest Average Interest Average
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate
----------- ----------- -------- ----------- ----------- --------
AVERAGE ASSETS:
Federal funds sold and repurchase
agreements .......................... $ 128,079 $ 8,700 6.79% $ 174,495 $ 8,847 5.07%
Securities available for sale (1) ...... 541,654 42,507 7.85 593,291 62,698 10.57
Trading securities (1) ................. 107,720 8,200 7.61 -- -- --
Loans available for sale (2) ........... 31,050 2,474 7.97 238,747 25,724 10.77
Investment securities and other ........ 20,892 1,501 7.18 29,340 2,181 7.43
Loan portfolio (2) ..................... 143,906 20,586 14.31 181,445 28,683 15.81
Discount loan portfolio (2) ............ 819,262 89,826 10.96 959,992 121,854 12.69
Match funded loans and securities (2)... 143,452 11,022 7.68 30,483 3,237 10.62
----------- ----------- ----------- -----------
Total interest earning assets ....... 1,936,015 184,816 9.55 2,207,793 253,224 11.47
----------- -----------
Non-interest earning cash .............. 44,393 95,758
Allowance for loan losses .............. (27,695) (26,597)
Real estate held for sale .............. 134,074 --
Low-income housing tax credit
interests ........................... 127,877 166,600
Investment in unconsolidated entities .. 28,832 76,146
Real estate owned, net ................. 176,828 191,694
Investment in real estate .............. 204,288 90,494
Advances on loans and loans
serviced for others ................. 191,642 133,408
Other assets ........................... 275,973 252,384
----------- -----------
Total assets ........................ $ 3,092,227 $ 3,187,680
=========== ===========
AVERAGE LIABILITIES AND STOCKHOLDERS'
EQUITY:
Interest-bearing demand deposits ....... $ 12,055 532 4.41% $ 36,998 1,313 3.55%
Savings deposits ....................... 1,527 37 2.42 1,588 38 2.39
Certificates of deposit ................ 1,520,493 97,655 6.42 1,590,553 97,019 6.10
----------- ----------- ----------- ----------- --------
Total interest-bearing deposits ..... 1,534,075 98,224 6.40 1,629,139 98,370 6.04
Securities sold under agreements to
repurchase .......................... 167,337 10,729 6.41 107,622 7,456 6.93
Bonds-match funded agreements .......... 123,856 11,484 9.27 28,904 2,101 7.27
Obligations outstanding under lines
of credit ........................... 151,672 13,881 9.15 256,300 16,318 6.37
Notes, debentures and other ............ 284,634 34,772 12.22 257,219 31,297 12.16
----------- ----------- ----------- -----------
Total interest-bearing liabilities... 2,261,574 169,090 7.48 2,279,184 155,542 6.82
----------- ----------- -----------
Non-interest bearing deposits .......... 7,108 15,823
Escrow deposits ........................ 114,261 218,607
Excess of net assets acquired over
purchase price ...................... 51,486 13,720
Other liabilities ...................... 58,390 75,172
----------- -----------
Total liabilities ................... 2,492,819 2,602,506
Capital securities ..................... 103,709 122,958
Stockholders' equity ................... 495,699 462,216
----------- -----------
Total liabilities and stockholders'
equity ............................ $ 3,092,227 $ 3,187,680
=========== ===========
Net interest income .................... $ 15,726 $ 97,682
=========== ===========
Net interest spread..................... 2.07% 4.65%
Net interest margin..................... 0.81% 4.42%
Ratio of interest-earning assets
to interest-bearing liabilities...... 86% 97%
Year Ended December 31,
----------------------------------------
1998
----------------------------------------
Interest Average
Average Income/ Yield/
Balance Expense Rate
----------- ----------- --------
AVERAGE ASSETS:
Federal funds sold and repurchase
agreements .......................... $ 149,441 $ 7,930 5.31%
Securities available for sale (1) ...... 590,367 40,320 6.83
Trading securities (1) ................. -- -- --
Loans available for sale (2) ........... 523,017 56,791 10.86
Investment securities and other ........ 30,732 3,197 10.40
Loan portfolio (2) ..................... 266,350 38,609 14.50
Discount loan portfolio (2) ............ 1,295,927 160,847 12.41
Match funded loans and securities (2)... -- -- --
----------- -----------
Total interest earning assets ....... 2,855,834 307,694 10.77
-----------
Non-interest earning cash .............. 4,887
Allowance for loan losses .............. (25,655)
Real estate held for sale .............. --
Low-income housing tax credit
interests ........................... 130,391
Investment in unconsolidated entities .. 83,535
Real estate owned, net ................. 178,223
Investment in real estate .............. 55,587
Advances on loans and loans
serviced for others ................. 66,186
Other assets ........................... 225,792
-----------
Total assets ........................ $ 3,574,780
===========
AVERAGE LIABILITIES AND STOCKHOLDERS'
EQUITY:
Interest-bearing demand deposits ....... $ 29,873 1,434 4.80%
Savings deposits ....................... 1,652 38 2.30
Certificates of deposit ................ 1,844,977 115,112 6.24
----------- -----------
Total interest-bearing deposits ..... 1,876,502 116,584 6.21
Securities sold under agreements to
repurchase .......................... 104,980 6,514 6.20
Bonds-match funded agreements .......... -- -- --
Obligations outstanding under lines
of credit ........................... 481,212 34,587 7.19
Notes, debentures and other ............ 230,059 27,208 11.83
----------- -----------
Total interest-bearing liabilities... 2,692,753 184,893 6.87
-----------
Non-interest bearing deposits .......... 5,667
Escrow deposits ........................ 164,850
Excess of net assets acquired over
purchase price ...................... --
Other liabilities ...................... 158,998
-----------
Total liabilities ................... 3,022,268
Capital securities ..................... 125,000
Stockholders' equity ................... 427,512
-----------
Total liabilities and stockholders'
equity ............................ $ 3,574,780
===========
Net interest income .................... $ 122,801
===========
Net interest spread..................... 3.90%
Net interest margin..................... 4.30%
Ratio of interest-earning assets
to interest-bearing liabilities...... 106%
<FN>
(1) Excludes effect of unrealized gains or losses on securities.
(2) The average balances include non-performing loans, interest on which
is recognized on a cash basis.
</FN>
16
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table describes the extent to which changes in interest
rates and changes in volume of interest-earning assets and interest-bearing
liabilities have affected the Company's interest income and expense during the
periods indicated. For each category of interest-earning assets and
interest-bearing liabilities, information is provided on changes attributable to
(i) changes in volume (change in volume multiplied by prior rate), (ii) changes
in rate (change in rate multiplied by prior volume) and (iii) total change in
rate and volume. Changes attributable to both volume and rate have been
allocated proportionately to the change due to volume and the change due to
rate.
Year Ended December 31,
------------------------------------------------------------------------------
2000 vs. 1999 1999 vs. 1998
------------------------------------ ------------------------------------
Increase (Decrease) Due To Increase (Decrease) Due To
------------------------------------ ------------------------------------
Rate Volume Total Rate Volume Total
-------- -------- -------- -------- -------- --------
INTEREST-EARNING ASSETS:
Federal funds sold and repurchase
agreements ............................. $ 2,557 $ (2,704) $ (147) $ (366) $ 1,283 $ 917
Securities available for sale ............. (15,088) (5,102) (20,190) 22,177 201 22,378
Trading securities ........................ -- 8,199 8,199 -- -- --
Loans available for sale .................. (5,358) (17,892) (23,250) (435) (30,632) (31,067)
Investment securities and other ........... (71) (609) (680) (877) (139) (1,016)
Loan portfolio ............................ (2,549) (5,548) (8,097) 3,249 (13,175) (9,926)
Discount loan portfolio ................... (15,426) (16,602) (32,028) 3,572 (42,565) (38,993)
Match funded loans and securities ......... (1,125) 8,910 7,785 -- 3,237 3,237
-------- -------- -------- -------- -------- --------
Total interest-earning assets .......... (37,060) (31,348) (68,408) 27,320 (81,790) (54,470)
-------- -------- -------- -------- -------- --------
INTEREST-BEARING LIABILITIES:
Interest-bearing demand deposits .......... 263 (1,044) (781) (420) 299 (121)
Savings deposits .......................... 1 (2) (1) 2 (2) --
Certificates of deposit ................... 5,012 (4,376) 636 (2,524) (15,569) (18,093)
-------- -------- -------- -------- -------- --------
Total interest-bearing deposits ........ 5,276 (5,422) (146) (2,942) (15,272) (18,214)
Securities sold under agreements to
repurchase ............................. (592) 3,865 3,273 775 167 942
Bonds-match funded agreements ............. 726 8,657 9,383 -- 2,101 2,101
Obligations outstanding under lines of
credit ................................. 5,630 (8,067) (2,437) (3,587) (14,682) (18,269)
Notes, debentures and other interest-
bearing obligations .................... 127 3,348 3,475 802 3,287 4,089
-------- -------- -------- -------- -------- --------
Total interest-bearing liabilities ... 11,167 2,381 13,548 (4,952) (24,399) (29,351)
-------- -------- -------- -------- -------- --------
(Decrease) increase in net interest
income ................................. $(48,227) $(33,729) $(81,956) $ 32,272 $(57,391) $(25,119)
======== ======== ======== ======== ======== ========
2000 versus 1999:
The Company's net interest income before provision for loan losses
of $15,726 decreased $81,956 or 84% during 2000 as compared to the prior year.
The decline was primarily due to a decrease in average interest-earning assets
and a decrease in the net interest spread. Average interest-earning assets
decreased by $271,778 or 12% during 2000 and reduced interest income by $31,348.
The net impact of volume changes resulted in a $33,729 decrease in net interest
income. The net interest spread decreased 258 basis points during 2000 as a
result of a 192 basis-point decrease in the weighted average yield on
interest-earning assets and a 66 basis-point increase in the weighted average
rate on interest-bearing liabilities. The sale of Ocwen UK, which generated a
high net interest spread in 1999, contributed to the overall decline in the net
interest spread. Additionally, the average balance of non-interest earning
assets, which are largely funded by interest bearing liabilities, has increased
during 2000, primarily due to an increase in real estate assets resulting from
the acquisition of OAC and an increase in advances resulting from the growth of
the domestic loan servicing business. The impact of these rate changes resulted
in a $48,227 decrease in net interest income.
17
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Average Balance Increase Average Yield Increase
--------------------------- (Decrease) --------------------- (Decrease)
For the Year Ended December 31, 2000 1999 $ 2000 1999 Basis Points
- ------------------------------- ----------- ----------- ----------- -------- -------- ------------
Federal funds sold and repurchase
agreements .......................... $ 128,079 $ 174,495 $ (46,416) 6.79% 5.07% 172
Securities available for sale .......... 541,654 593,291 (51,637) 7.85 10.57 (272)
Trading securities ..................... 107,720 -- 107,720 7.61 -- 761
Loans available for sale (1) ........... 31,050 238,747 (207,697) 7.97 10.77 (280)
Investment securities and other ........ 20,892 29,340 (8,448) 7.18 7.43 (25)
Loan portfolio ......................... 143,906 181,445 (37,539) 14.31 15.81 (150)
Discount loan portfolio ................ 819,262 959,992 (140,730) 10.96 12.69 (173)
Match funded loans and securities ...... 143,452 30,483 112,969 7.68 10.62 (294)
----------- ----------- -----------
$ 1,936,015 $ 2,207,793 $ (271,778) 9.55% 11.47% (192)
=========== =========== ===========
<FN>
(1) Includes an average balance of $132,066 with an average yield earned
of 12.28% for 1999 related to Ocwen UK.
</FN>
Interest income on securities available for sale decreased $20,191 or
32% during 2000 as compared to 1999 as a result of a 272 basis-point decrease in
the weighted average yield earned and a 9% decrease in the average balance. On
September 30, 2000 the Company changed its policy for securities available for
sale and transferred those securities to the trading category. The Company
believes that this treatment more appropriately reflects the impact on its
results of operations arising from changes in the fair value of securities. This
change in policy and resulting transfer contributed to the decline in interest
income and the average balance during 2000. As indicated in the table below, the
decrease in the overall weighted average yield during 2000 was largely due to
changes in the composition of the portfolio to a greater concentration of
collateralized mortgage obligations ("CMOs"). Because CMOs have less cash flow
variability, their average lives and yields to maturity are more stable, and
therefore, CMOs are priced to yield less than classes of mortgage-related
securities such as subordinates and residuals that are less stable. The sale of
Ocwen UK and its subprime residuals also contributed to the decline in the
average balance and average yield.
Average Balance Average Yield
-------------------------------------------------- -------------------
For the Year Ended December 31, 2000 1999 2000 1999
- ------------------------------- ---------------------- ---------------------- -------- --------
Amount Percent Amount Percent
-------- -------- -------- -------- -------- --------
CMOs (AAA-rated) ......................... $427,821 79% $366,343 62% 6.47% 5.71%
Subordinates and residuals (1) ........... 113,833 21 226,948 38 13.02 18.41
-------- -------- -------- --------
$541,654 100% $593,291 100% 7.85% 10.57%
======== ======== ======== ========
<FN>
(1) Includes an average balance of $60,736 with an average yield earned
of 24.45% for 1999 related to Ocwen UK.
</FN>
Interest income on trading securities amounted to $8,200 during 2000 as
compared to $0 for 1999. As noted above, this resulted from the Company's change
in its policy for securities available for sale to account for them as trading.
The table below indicates the composition of the portfolio of trading securities
during the period from September 30, 2000 through December 31, 2000:
Annualized
Average Balance Average
Amount Percent Yield
-------- ------- ----------
CMOs (AAA-rated) ..................... $ 83,543 78% 6.67%
Subordinates and residuals ........... 24,177 22 10.88
-------- -----
$107,720 100% 7.61%
======== =====
Interest income on loans available for sale decreased $23,250 or 90%
during 2000 as compared to 1999 as a result of a $207,697 or 87% decrease in the
average balance and a 280 basis-point decline in weighted average yield earned.
The decrease in the average balance reflects the closure of the domestic
subprime origination business and the sale of Ocwen UK. The decline in the
average yield is also largely due to the sale of Ocwen UK. See "Changes in
Financial Condition - Loans Available for Sale."
18
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Interest income on the loan portfolio decreased by $8,097 or 28% in
2000 versus 1999 due to a $37,539 or 21% decrease in the average balance and a
150 basis-point decrease in the average yield. The decrease in the average yield
is due in part to a decline in the amount of additional interest received in
connection with the repayment of loans. Such additional interest amounted to $96
and $8,121 during 2000 and 1999, respectively. During 1999, the Company ceased
origination of multi-family and commercial loans. See "Changes in Financial
Condition - Loan Portfolio, Net."
Interest income on discount loans decreased by $32,028 or 26% during
2000 as a result of a $140,730 or 15% decrease in the average balance and a 173
basis-point decline in the average yield. A decline in acquisition volume has
contributed significantly to the decline in the average balance. See "Changes in
Financial Condition - Discount Loan Portfolio, Net." The yield on the discount
loan portfolio is likely to fluctuate from period to period as a result of the
timing of resolutions, particularly the resolution of large multi-family
residential and commercial real estate loans, and the mix of the overall
portfolio between performing and non-performing loans.
Interest income on match funded loans and securities is comprised of
income earned on loans acquired in connection with the acquisition of OAC in
October 1999 and on four unrated residual securities transferred by the Company
in December 1999 to Ocwen NIMS Corp. in exchange for non-recourse notes. The
loans were previously securitized by OAC under a securitization accounted for as
a financing transaction. See "Changes in Financial Condition - Match Funded
Loans and Securities."
Average Balance Increase Average Rate Increase
------------------------- (Decrease) ---------------- (Decrease)
For the Year Ended December 31, 2000 1999 $ 2000 1999 Basis Points
- ------------------------------- ----------- ----------- ----------- ------ ------ ------------
Interest-bearing deposits ............................ $ 1,534,075 $ 1,629,139 $ (95,064) 6.40% 6.04% 36
Securities sold under agreements to
repurchase (1) .................................... 167,337 107,622 59,715 6.41 6.93 (52)
Bonds-match funded agreements ........................ 123,856 28,904 94,952 9.27 7.27 200
Obligations outstanding under lines of credit (2)..... 151,672 256,300 (104,628) 9.15 6.37 278
Notes, debentures and other .......................... 284,634 257,219 27,415 12.22 12.16 6
----------- ----------- -----------
$ 2,261,574 $ 2,279,184 $ (17,610) 7.48% 6.82% 66
=========== =========== ===========
<FN>
(1) Includes an average balance of $22,908 with an average yield of 7.64%
for 1999 related to Ocwen UK.
(2) Includes an average balance of $130,437 with an average yield of 6.16%
for 1999 related to Ocwen UK.
</FN>
Interest expense on securities sold under agreements to repurchase
increased $3,273 or 44% primarily due to a $59,715 or 55% increase in the
average balance.
Interest expense on bonds-match funded agreements is comprised of
interest incurred on bonds-match funded agreements acquired as a result of the
OAC acquisition in October 1999 and on non-recourse notes which resulted from
the Company's transfer of four unrated residual securities in December 1999 to
Ocwen NIM Corporation in exchange for non-recourse notes. See "Changes in
Financial Condition - Bonds Match Funded Agreements."
Interest expense on obligations outstanding under lines of credit
decreased $2,437 or 15% during 2000 as compared to 1999 due to a $104,628 or 41%
decrease in the average balance, which was partially offset by a 278 basis-point
increase in the weighted average interest rate. During 1999, lines of credit
were used primarily to fund the acquisition and origination of subprime single
family loans at OFS and Ocwen UK. The net decrease in the average balance
reflects the closure of the domestic subprime origination business and the sale
of Ocwen UK, offset by the assumption of lines as a result of the acquisition of
OAC. The average balance of the OAC lines, which are collateralized by
investments in real estate and commercial loans, declined during 2000 as a
result of collateral sales. See "Changes in Financial Condition - Obligations
Outstanding Under Lines of Credit."
Interest expense on notes, debentures and other increased $3,475 or 11%
during 2000 primarily due to a $27,415 or 11% increase in the average balance.
The increase in the average balance is primarily due to the assumption of
$140,487 of 11.5% Redeemable Notes as a result of the OAC acquisition in October
1999 offset in part by the Company's repurchase of substantially all of this
debt in December 2000. See "Changes in Financial Condition - Notes, Debentures
and Other Interest-Bearing Deposits."
19
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
1999 versus 1998:
The Company's net interest income before provision for loan losses of
$97,682 decreased $25,119 or 20% during 1999 as compared to 1998. The decrease
was due to a decrease in average interest-earning assets, offset by a decrease
in average interest-bearing liabilities and an increase in the net interest
spread. Average interest-earning assets decreased by $648,041 or 23% during 1999
and reduced interest income by $81,790. Average interest-bearing liabilities
decreased $413,569 or 15% and reduced interest expense by $24,399. The impact of
these volume changes resulted in a $57,391 decrease in net interest income. The
net interest spread increased 75 basis points during 1999 as a result of a 70
basis-point increase in the weighted average rate on interest-earning assets and
a 5 basis-point decrease in the weighted average rate on interest-bearing
liabilities. The impact of these rate changes resulted in a $32,272 increase in
net interest income.
Average Balance Increase Average Yield Increase
------------------------- (Decrease) ------------------ (Decrease)
For the Year Ended December 31, 1999 1998 $ 1999 1998 Basis Points
- ------------------------------- ----------- ----------- ----------- ------ ------ ------------
Federal funds sold and repurchase agreements...... $ 174,495 $ 149,441 $ 25,054 5.07% 5.31% (24)
Securities available for sale .................... 593,291 590,367 2,924 10.57 6.83 374
Loans available for sale (1) ..................... 238,747 523,017 (284,270) 10.77 10.86 (9)
Investment securities and other .................. 29,340 30,732 (1,392) 7.43 10.40 (297)
Loan portfolio ................................... 181,445 266,350 (84,905) 15.81 14.50 131
Match funded loans and securities ................ 30,483 -- 30,483 10.62 -- 1,062
Discount loan portfolio .......................... 959,992 1,295,927 (335,935) 12.69 12.41 28
----------- ----------- -----------
$ 2,207,793 $ 2,855,834 $ (648,041) 11.47% 10.77% 70
=========== =========== ===========
<FN>
(1) Includes an average balance of $132,066 and $177,839 with an average
yield earned of 12.28% and 9.77% for 1999 and 1998, respectively,
related to Ocwen UK.
</FN>
Interest income on securities available for sale increased $22,378 or
56% during 1999 as compared to 1998 primarily as a result of a 374 basis-point
increase in the weighted average yield earned. As indicated in the table below,
the increase in the weighted average yield during 1999 is due in large part to
changes in the composition of the securities available for sale portfolio:
Average Balance Average Yield
-------------------------------------------------- -------------------
For the Year Ended December 31, 1999 1998 1999 1998
- ------------------------------- ---------------------- ---------------------- -------- --------
Amount Percent Amount Percent
-------- -------- -------- --------
CMOs (AAA-rated) ................... $366,343 62% $291,669 49% 5.71% 5.51%
Subordinates and residuals (1)...... 226,948 38 180,673 31 18.40 13.96
IOs (AAA-rated agency) ............. -- -- 113,347 19 -- (0.87)
Other .............................. -- -- 4,678 1 -- 0.53
-------- -------- -------- --------
$593,291 100% $590,367 100% 10.57% 6.83%
======== ======== ======== ========
- -----------
<FN>
(1) Includes an average balance of $60,736 and $30,934 with an average
yield earned of 24.45% and 19.45% for 1999 and 1998, respectively,
related to Ocwen UK.
</FN>
During 1998, the Company discontinued its investment in AAA-rated
agency IOs and sold its entire portfolio on July 27, 1998. CMOs are priced to
yield less than a less stable class of mortgage-related securities, such as
subordinates and residuals. See "Changes in Financial Condition - Securities
Available for Sale."
Interest income on loans available for sale decreased $31,067 or 55%
during 1999 as compared to 1998 primarily as a result of a $284,270 or 54%
decrease in the average balance. The decrease in the average balance reflects
securitizations of foreign and domestic subprime loans and a decline in
originations due to the closure of the domestic subprime origination business,
as well as the sale of Ocwen UK. See "Changes in Financial Condition - Loans
Available for Sale."
Interest income on the loan portfolio decreased by $9,926 or 26% in
1999 versus 1998 due to an $84,905 or 32% decrease in the average balance, which
was offset in part by a 131 basis-point increase in the average yield. The
decrease in the average balance was due to the repayment of multi-family
residential and commercial real estate loans. Interest income includes $8,121
and $12,385 of
20
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
additional interest received during 1999 and 1998, respectively, in connection
with the repayment of such loans. As of June 30, 1999, the Company ceased
origination of multi-family and commercial loans. See "Changes in Financial
Condition - Loan Portfolio, Net."
Interest income on discount loans decreased by $38,993 or 24% during
1999 primarily as a result of a $335,935 or 26% decrease in the average balance.
Securitizations, through June 30, 1999, as well as a decline in acquisition
volume, contributed significantly to the decline in the average balance. See
"Changes in Financial Condition - Discount Loan Portfolio, Net." The yield on
the discount loan portfolio is likely to fluctuate from period to period as a
result of the timing of resolutions, particularly the resolution of large
multi-family residential and commercial real estate loans, and the mix of the
overall portfolio between performing and non-performing loans.
Average Balance Increase Average Rate Increase
------------------------- (Decrease) --------------------- (Decrease)
For the Year Ended December 31, 1999 1998 $ 1999 1998 Basis Points
- ------------------------------- ----------- ----------- ---------- -------- --------- ------------
Interest-bearing deposits.............. $ 1,629,139 $ 1,876,502 $ (247,363) 6.04% 6.21% (17)
Securities sold under agreements to
repurchase (1)...................... 107,622 104,980 2,642 6.93 6.20 73
Bonds-match funded agreements.......... 28,904 -- 28,904 7.27 -- 727
Obligations outstanding under lines of
credit (2).......................... 256,300 481,212 (224,912) 6.37 7.19 (82)
Notes, debentures and other............ 257,219 230,059 27,160 12.16 11.83 33
----------- ----------- ----------
$ 2,279,184 $ 2,692,753 $ (413,569) 6.82% 6.87% (5)
=========== =========== ==========
- -----------
<FN>
(1) Includes an average balance of $22,908 and $5,410 with an average yield
of 7.64% and 16.60% for 1999 and 1998, respectively, related to Ocwen
UK.
(2) Includes an average balance of $130,437 and $159,640 with an average
yield of 6.16% and 7.l5% for 1999 and 1998, respectively, related to
Ocwen UK.
</FN>
Interest expense on interest bearing deposits decreased $18,214 or 16%
during 1999 due to a $247,363 or 13% decrease in the average balance. The
decline in the average balance was primarily related to certificates of deposit.
Interest expense on bonds-match funded agreements is comprised of
interest incurred on bonds-match funded agreements acquired as a result of the
OAC acquisition and on non-recourse notes which resulted from the Company's
transfer of four unrated residual securities in December 1999 to Ocwen NIM Corp.
in exchange for non-recourse notes. See "Changes in Financial Condition - Bonds
- - Match Funded Agreements."
Interest expense on obligations outstanding under lines of credit
decreased $18,269 or 53% during 1999 as compared to 1998 due to a $224,912 or
47% decrease in the average balance and an 82 basis-point decrease in the
weighted average interest rate. Lines of credit have been used primarily to fund
the acquisition and origination of subprime single family loans at OFS and Ocwen
UK. The decrease in the average balance is consistent with the decline in the
average balance of loans available for sale. The declines in the average rates
are primarily due to declines in the United Kingdom London Interbank Offered
Rate. See "Changes in Financial Condition - Obligations Outstanding Under Lines
of Credit."
Interest expense on notes, debentures and other increased $4,089 or 15%
during 1999 due to a $27,160 increase in the average balance and a 33
basis-point increase in the weighted average interest rate. The increase in the
average balance is primarily due to the acquisition of $140,487 of 11.5%
Redeemable Notes as a result of the OAC acquisition in October 1999, offset in
part by declines resulting from the Company's repurchases of debt during 1999.
See "Changes in Financial Condition - Notes, Debentures and Other
Interest-Bearing Obligations."
PROVISIONS FOR LOAN LOSSES. Provisions for losses on loans are charged
to operations to maintain an allowance for losses on the loan portfolio, the
discount loan portfolio and the match funded loans at a level which management
considers adequate based upon an evaluation of known and inherent risks in such
portfolios. Management's periodic evaluation is based on an analysis of the
discount loan portfolio, the loan portfolio and the match funded loans,
historical loss experience, current economic conditions and trends, collateral
values and other relevant factors.
21
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table presents the provisions for loan losses by the
discount loan portfolio, loan portfolio and the match funded loans for the years
indicated:
Provisions for loan losses: 2000 1999 1998
-------- -------- --------
Discount loan portfolio ............ $ 15,266 $ 5,434 $ 17,618
Loan portfolio ..................... 4 1,636 891
Match funded loans ................. (93) (360) --
-------- -------- --------
$ 15,177 $ 6,710 $ 18,509
======== ======== ========
The increase in the discount loan portfolio loss provision during 2000
is primarily attributed to an increase in the allowance for losses on unsecured
credit card receivables. The decline in the provision for losses on the discount
loan portfolio during 1999 reflects declines in the balance of the portfolio.
The decline in the loss provision on the loan portfolio during 2000 is due to a
decline in the portfolio balance and a decline in non-performing loans. Despite
declines in the loan portfolio balance during 1999, the provision for loan
portfolio losses increased during that period primarily as a result of an
increase in non-performing loans. The negative provisions for loan losses on
match funded loans reflect a decline in the balance of the portfolio. See
"Changes in Financial Condition - Loan Portfolio, Net," "Match Funded Loans and
Securities" and "Discount Loan Portfolio, Net."
The following table sets forth the allowance for loan losses as a
percentage of the respective loan balances at the dates indicated:
Allowance
Allowance Loan Balance as a %
---------- ------------ ----------
DECEMBER 31, 2000:
Discount loan portfolio ....... $ 20,871 $ 556,899 3.75%
Loan portfolio ................ 2,408 95,822 2.51%
Match funded loans ............ 285 80,834 0.35%
---------- ----------
$ 23,564 $ 733,555 3.21%
========== ==========
DECEMBER 31, 1999:
Discount loan portfolio ....... $ 19,181 $ 932,410 2.06%
Loan portfolio ................ 7,259 164,667 4.41%
Match funded loans ............ 495 105,596 0.47%
---------- ----------
$ 26,935 $1,202,673 2.24%
========== ==========
DECEMBER 31, 1998:
Discount loan portfolio ....... $ 21,402 $1,047,913 2.04%
Loan portfolio ................ 4,928 235,240 2.09%
---------- ----------
$ 26,330 $1,283,153 2.05%
========== ==========
For additional information regarding the Company's allowance for loan
losses on the above portfolios, see "Changes in Financial Condition - Allowance
for Loan Losses." For information relating to the Company's valuation allowance
on real estate owned, see "Changes in Financial Condition - Real Estate Owned,
Net."
22
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
NON-INTEREST INCOME. Non-interest income increased $32,883 or 23%
during 2000 and increased $33,175 or 30% during 1999. The following table sets
forth the principal components of the Company's non-interest income during the
years indicated:
2000 1999 1998
--------- --------- ---------
Servicing and other fees .............................................. $ 97,080 $ 76,018 $ 59,180
Gain on interest-earning assets, net .................................. 18,580 44,298 129,988
Unrealized loss on trading securities, net ............................ (4,926) -- --
Impairment charges on securities available for sale ................... (11,597) (58,777) (129,714)
(Loss) gain on real estate owned, net ................................. (13,464) (2,060) 14,033
Gain on other non-interest earning assets, net ........................ 45,517 58,693 17,702
Net operating gains (losses) on investments in real estate ............ 26,140 (1,077) (1,715)
Amortization of excess of net assets acquired over purchase price...... 14,112 3,201 --
Other income .......................................................... 6,083 24,346 21,993
--------- --------- ---------
$ 177,525 $ 144,642 $ 111,467
========= ========= =========
Servicing and other fees are primarily comprised of fees from investors
for servicing mortgage loans. Excluding Ocwen UK, servicing and other fees for
2000 and 1999 increased $30,752 and $15,507, respectively, largely due to growth
in loans serviced for others. Excluding Ocwen UK, the average unpaid principal
balance of loans serviced for others amounted to $10,798,857, $10,060,673 and
$7,998,093 during 2000, 1999 and 1998, respectively. Interest earned on
custodial accounts during the holding period between collection of borrower
payments and remittance to investors, late charges on residential loans,
property valuation fees earned by ORA and special servicing fees also
contributed to the increases in servicing and other fees during 2000 and 1999.
Servicing fees for 2000, 1999 and 1998 included $10,420, $12,164 and $1,356,
respectively, of special servicing fees. The Company began entering into special
servicing arrangements in 1998 wherein the Company acts as a special servicer
for third parties, typically as part of a securitization. Under these
arrangements, the Company services loans that become greater than 90 days past
due and receives incentive fees to the extent certain loss mitigation parameters
are achieved.
23
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table sets forth the Company's loans serviced for others
at the dates indicated:
Discount Loans Subprime Loans(2) Other Loans Total
--------------------- --------------------- --------------------- ---------------------
No. of No. of No. of No. of
Amount Loans Amount Loans Amount Loans Amount Loans
----------- ------- ----------- ------- ----------- ------- ----------- -------
DECEMBER 31, 2000 (1):
Loans securitized:
Residential loans ........... $ 858,549 14,232 $ 719,231 7,456 $ -- -- $ 1,577,780 21,688
Commercial loans ............ 6,884 38 -- -- -- -- 6,884 38
----------- ------- ----------- ------- ----------- ------- ----------- -------
$ 865,433 14,270 $ 719,231 7,456 $ -- -- $ 1,584,664 21,726
=========== ======= =========== ======= =========== ======= =========== =======
Loans serviced for third parties:
Residential loans (3) ....... $ 668,736 13,397 $ 8,210,658 128,964 $ 37,510 402 $ 8,916,904 142,763
Commercial loans (3) ........ 77,551 81 1,422 16 779,983 167 858,956 264
----------- ------- ----------- ------- ----------- ------- ----------- -------
$ 746,287 13,478 $ 8,212,080 128,980 $ 817,493 569 $ 9,775,860 143,027
=========== ======= =========== ======= =========== ======= =========== =======
Total loans serviced for others:
Residential loans ........... $ 1,527,285 27,629 $ 8,929,889 136,420 $ 37,510 402 $10,494,684 164,451
Commercial loans ............ 84,435 119 1,422 16 779,983 167 865,840 302
----------- ------- ----------- ------- ----------- ------- ----------- -------
$ 1,611,720 27,748 $ 8,931,311 136,436 $ 817,493 569 $11,360,524 164,753
=========== ======= =========== ======= =========== ======= =========== =======
DECEMBER 31, 1999:
Loans securitized:
Residential loans ........... $ 1,037,195 16,874 $ 1,100,800 10,878 $ -- -- $ 2,137,995 27,752
Commercial loans ............ 9,145 53 -- -- -- -- 9,145 53
----------- ------- ----------- ------- ----------- ------- ----------- -------
$ 1,046,340 16,927 $ 1,100,800 10,878 $ -- -- $ 2,147,140 27,805
=========== ======= =========== ======= =========== ======= =========== =======
Loans serviced for third parties:
Residential loans (3) ....... $ 840,172 16,199 $ 7,070,594 87,881 $ 51,025 497 $ 7,961,791 104,577
Commercial loans (3) ........ 127,821 144 3,832 42 864,699 102 996,352 288
----------- ------- ----------- ------- ----------- ------- ----------- -------
$ 967,993 16,343 $ 7,074,426 87,923 $ 915,724 599 $ 8,958,143 104,865
=========== ======= =========== ======= =========== ======= =========== =======
Total loans serviced for others:
Residential loans ........... $ 1,877,367 33,073 $ 8,171,394 98,759 $ 51,025 497 $10,099,786 132,329
Commercial loans ............ 136,966 197 3,832 42 864,699 102 1,005,497 341
----------- ------- ----------- ------- ----------- ------- ----------- -------
$ 2,014,333 33,270 $ 8,175,226 98,801 $ 915,724 599 $11,105,283 132,670
=========== ======= =========== ======= =========== ======= =========== =======
DECEMBER 31, 1998:
Loans securitized:
Residential loans ........... $ 1,006,014 16,793 $ 1,307,991 12,541 $ -- -- $ 2,314,005 29,334
Commercial loans ............ 9,974 46 -- -- -- -- 9,974 46
----------- ------- ----------- ------- ----------- ------- ----------- -------
$ 1,015,988 16,839 $ 1,307,991 12,541 $ -- -- $ 2,323,979 29,380
=========== ======= =========== ======= =========== ======= =========== =======
Loans serviced for third parties:
Residential loans ........... $ 1,105,087 20,521 $ 4,967,028 64,146 $ 102,139 998 $ 6,174,254 85,665
Commercial loans ............ 468,198 315 4,665 50 764,079 93 1,236,942 458
----------- ------- ----------- ------- ----------- ------- ----------- -------
$ 1,573,285 20,836 $ 4,971,693 64,196 $ 866,218 1,091 $ 7,411,196 86,123
=========== ======= =========== ======= =========== ======= =========== =======
Total loans serviced for others:
Residential loans ........... $ 2,111,101 37,314 $ 6,275,019 76,687 $ 102,139 998 $ 8,488,259 114,999
Commercial loans ............ 478,172 361 4,665 50 764,079 93 1,246,916 504
----------- ------- ----------- ------- ----------- ------- ----------- -------
$ 2,589,273 37,675 $ 6,279,684 76,737 $ 866,218 1,091 $ 9,735,175 115,503
=========== ======= =========== ======= =========== ======= =========== =======
- -----------
<FN>
(1) Does not include approximately 38,500 loans with an unpaid principal
balance of approximately $1,027,600 that were acquired on December 31,
2000 but were not boarded in the Company's loan servicing system until
2001. Also does not include approximately 41,700 loans with an unpaid
principal balance of approximately $3,184,200 that were acquired by the
Company under a subservicing agreement on January 11, 2001.
(2) At December 31, 1998, excludes 37,955 loans with an unpaid principal
balance of $857,291 that were serviced by Ocwen UK.
(3) The following table presents loans serviced by the Company under
special servicing agreements, which are included in the table above,
and the total pool of loans for which the Company is designated as
special servicer should those loans become greater than 90 days past
due:
</FN>
24
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Loans Designated
Special Serviced Special Servicing
by Ocwen Loan Pools
--------------------------- ---------------------------
Amount No. of Loans Amount No. of Loans
----------- ------------ ----------- ------------
DECEMBER 31, 2000:
Residential loans.............. $ 2,399,842 26,755 $12,795,282 126,065
Commercial loans............... 84,155 118 952,070 336
----------- --------- ----------- ---------
$ 2,483,997 26,873 $13,747,352 126,401
=========== ========= =========== =========
DECEMBER 31, 1999
Residential loans.............. $ 878,284 9,319 $ 8,057,768 82,630
Commercial loans............... 123,924 151 994,230 422
----------- --------- ----------- ---------
$ 1,002,208 9,470 $ 9,051,998 83,052
=========== ========= =========== =========
Net gains on interest-earning assets for 2000 of $18,580 were primarily
comprised of $16,264 of gains from sales of single family residential discount
loans and a $2,768 gain on the sale of a commercial security. Net gains on
interest-earning assets for 1999 of $44,298 were primarily comprised of $36,804
of net gains recognized in connection with the securitization of single family
subprime loans and discount loans, as presented in the table below, $4,208 of
gains on sales of commercial discount loans and $3,663 of gains on sales of
commercial securities available for sale. Net gains on interest-earning assets
for 1998 of $129,988 were primarily comprised of $109,601 of net gains
recognized in connection with the securitization of single family subprime loans
and discount loans, as presented in the table below, and $12,246 of gains on
sales of commercial discount loans. During the third quarter of 1999, the
Company made a strategic decision to structure future securitizations as
financing transactions which will preclude the use of gain-on-sale accounting.
There were no securitizations of loans executed by the Company during 2000 or
the second half of 1999. See "Changes in Financial Condition - Match Funded
Loans and Securities." The following table sets forth details of the Company's
net gains recognized in connection with the securitization of loans during 1999
and 1998.
Book Value of
Securities
Loans Securitized Retained
- ----------------------------------------------------------------------- ----------- --------------- -----------
Types of Loans Principal No. of Loans Net Gain (Non-Cash Gain) Cash Gain
- -------------------------------------- ----------- ------------ ----------- --------------- -----------
1999:
Single family discount................ $ 227,303 3,137 $ 22,763 $ 4,040 $ 18,723
Single family subprime:
Domestic......................... 235,572 2,192 3,834 12,091 --
Foreign (Ocwen UK)............... 295,157 8,983 10,207 34,452 --
----------- ----------- ----------- ----------- -----------
530,729 11,175 14,041 46,543 --
----------- ----------- ----------- ----------- -----------
$ 758,032 14,312 $ 36,804 $ 50,583 $ 18,723
=========== =========== =========== =========== ===========
1998:
Single family discount................ $ 498,798 7,638 $ 48,085 $ 32,261 $ 15,824
Single family subprime:
Domestic......................... 1,045,174 5,905 34,516 81,742 --
Foreign (Ocwen UK)............... 581,108 25,330 27,000 57,852 --
----------- ----------- ----------- ----------- -----------
1,626,282 31,235 61,516 139,594 --
----------- ----------- ----------- ----------- -----------
$ 2,125,080 38,873 $ 109,601 $ 171,855 $ 15,824
=========== =========== =========== =========== ===========
The unrealized loss on trading securities of $(4,926) for 2000 resulted
from the Company's change in its policy for securities available for sale and
match-funded securities to account for them as trading securities effective
September 30, 2000. See Notes 1 and 4 to the Consolidated Financial Statements
(which are incorporated herein by reference).
Impairment charges on securities available for sale represent declines
in fair value that were deemed to be other-than-temporary. See "Changes in
Financial Condition - Securities Available for Sale" and the "Securities
Available for Sale" section of Note 1 to the Consolidated Financial Statements
(which is incorporated herein by reference).
25
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table sets forth the results of the Company's real estate
owned (which does not include investments in real estate, as discussed below)
during the years indicated:
Year Ended December 31,
------------------------------
2000 1999 1998
-------- -------- --------
Gains on sales ............................... $ 22,515 $ 36,265 $ 43,839
Provision for losses in fair value ........... (26,674) (28,008) (18,626)
Carrying costs, net .......................... (9,305) (10,317) (11,180)
-------- -------- --------
(Loss) gain on real estate owned, net ........ $(13,464) $ (2,060) $ 14,033
======== ======== ========
See "Changes in Financial Condition - Real Estate Owned, Net" for
additional information regarding real estate owned and the related provision for
losses in fair value.
Net gains on other non-interest earnings assets, net, for 2000 of
$45,517 were principally comprised of $22,949 of gains from sales of investments
in real estate, primarily those acquired as a result of the OAC acquisition in
October 1999, and a $20,025 gain from the sale of Kensington. Net gains on other
non-interest earnings assets, net, for 1999 of $58,693 were primarily comprised
of a $50,371 gain from the sale of Ocwen UK and $6,591 of gains from sales of
low-income housing tax credit interests. Net gains on other non-interest
earnings assets, net, for 1998 of $17,702 were primarily comprised of $10,383 of
gains on the sale of investment in real estate and $7,366 of gains on the sale
of investments in low-income tax credit interests.
Net operating gains on investments in real estate of $26,140 during
2000 included $13,653 of operating income from investments in real estate
acquired as a result of the OAC acquisition in October 1999, and $12,427 of
equity in earnings related to certain loans acquired during the first quarter of
2000 which are accounted for as investments in real estate. See "Changes in
Financial Condition - Investments in Real Estate" and Note 1 and Note 13 to the
Consolidated Financial Statements (which are incorporated herein by reference).
Amortization of the excess of net assets acquired over purchase price
resulted from the Company's acquisition of OAC on October 7, 1999. The
acquisition resulted in an excess of net assets acquired over the purchase price
in the amount of $60,042. Amortization is calculated on a straight-line basis.
Amortization for the fourth quarter of 2000 includes an additional amount of
$2,330 resulting from the reduction in the estimated life of the excess of net
assets acquired over the purchase price from 60 months to 39 months, effective
October 1, 2000. The unamortized balance of the excess of net assets acquired
over the purchase price at December 31, 2000 and 1999 was $36,665 and $56,841,
respectively. See Note 2 to the Consolidated Financial Statements (which is
incorporated herein by reference).
See Note 30 to the Consolidated Financial Statements (which is
incorporated herein by reference) for a disclosure of the components of other
income for 2000, 1999 and 1998.
NON-INTEREST EXPENSE. Non-interest expense decreased $25,059 or 12.8%
during 2000 and $31,478 or 13.9% during 1999. The decreases in non-interest
expense during 2000 and 1999 were due largely to the sale of Ocwen UK on
September 30, 1999 and the closing of the domestic subprime lending operation at
OFS.
26
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table sets forth the principal components of the
Company's non-interest expense during the years indicated:
2000 1999 1998
----------- ----------- -----------
Compensation and employee benefits.................................... $ 83,086 $ 102,173 $ 115,556
Occupancy and equipment............................................... 12,005 18,501 17,652
Technology and communication costs.................................... 22,515 19,647 17,560
Loan expenses......................................................... 13,051 12,618 25,373
Net operating losses on investment in certain low-income housing tax
credit interests................................................... 9,931 6,291 6,905
Amortization and write-off of excess of purchase price over net assets
acquired........................................................... 3,124 4,448 11,614
Professional services and regulatory fees............................. 13,275 14,205 18,082
Other operating expenses.............................................. 13,022 17,185 13,804
----------- ----------- -----------
$ 170,009 $ 195,068 $ 226,546
=========== =========== ===========
The decline in compensation and employee benefits for 2000 as compared
to 1999 was largely a result of the sale of Ocwen UK and the closing of the
domestic subprime lending operations at OFS. Also contributing to the decline
was the Company's reversal of accrued profit sharing expense in the amount of
$6,012 during the first quarter of 2000 as a result of the Company's decision to
suspend the long-term incentive plan. Excluding Ocwen UK, OFS and the $6,012
accrual reversal, compensation and employee benefits increased $9,581 during
2000. This increase reflects an increase in the average number of full-time
equivalent employees (excluding Ocwen UK and OFS) from 1,155 to 1,288 between
1999 and 2000, respectively. Further contributing to the increase in
compensation and employee benefits during 2000 was a reversal of $2,248 of
profit sharing expense in the second quarter of 1999 resulting from the
Company's decision at that time to grant stock options under its annual
incentive plan at an exercise price equal to fair market value. Previously,
options were granted at exercise prices below fair market value, resulting in
the recognition of profit sharing expense. For 2000, options were granted at
exercise prices below fair market value and accounted for $572 of profit sharing
expense.
Excluding Ocwen UK and OFS, compensation and employee benefits
decreased $2,797 during 1999 despite an increase in the average number of
employees from 981 during 1998 to 1,155 during 1999. The decrease in
compensation and employee benefits during 1999 reflects a reduction in profit
sharing expense in connection with the Company's decision to grant options under
its annual incentive plan at an exercise price equal to fair market value, as
discussed above. Also contributing to the decline in compensation and employee
benefits was a decrease in recruiting related expenses as a result of an
increase in direct and local hiring. These declines were partially offset by an
increase in profit sharing expense related to the Company's long-term incentive
plan.
Occupancy and equipment costs consist principally of rents,
depreciation, mail and delivery expense and other office operations costs.
Excluding Ocwen UK and OFS, occupancy and equipment expense decreased $793
during 2000 and increased $2,287 during 1999.
Technology and communication costs consist primarily of depreciation
expense on computer hardware and software, technology-related consulting fees
(primarily OTX) and telephone expense. Excluding Ocwen UK and OFS, technology
and communication costs increased by $4,907 in 2000 and by $4,740 in 1999. These
increases were primarily due to increased consulting fees incurred at OTX.
Additionally, OTX capitalized $2,645 and $1,333 of consulting fees as
capitalized software development costs during 1999 and 1998, respectively.
Net operating losses on investments in certain low-income housing tax
credits increased during 2000 principally because the Company recorded a charge
to earnings of $6,448 for the expected loss on the pending sale of twenty-five
low income housing tax credit properties. See "Changes in Financial Condition -
Low-Income Housing Tax Credit Interests Held for Sale."
Goodwill amortization recognized during 2000 and 1999 related entirely
to OTX. Amortization in 1999 included a charge of $3,367 reflecting the impact
of a reduction in the estimated useful life of the goodwill associated with the
acquisitions made by OTX. Of the $11,614 of goodwill amortization recorded
during 1998, $10,773 related to OFS, including the $10,061 write-off of the
remaining unamortized balance that was impaired.
Excluding Ocwen UK and OFS, loan expenses increased $5,110 during 2000
and $1,492 during 1999. The increase in loan expenses during 2000 was due
primarily to an increase in appraisal fees in connection with property valuation
services provided by ORA.
27
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Professional services and regulatory fees are primarily comprised of
non-technology related consulting fees, legal and audit fees and FDIC insurance.
The declines in professional services and regulatory fees during 2000 and 1999
are principally related to Ocwen UK and OFS. Excluding Ocwen UK and OFS,
professional services and regulatory fees increased by $254 in 2000 as compared
to 1999 and decreased by $1,135 in 1999 as compared to 1998.
Other operating expenses include travel costs, acquisition expenses,
marketing costs, and amortization of capitalized software costs. Excluding Ocwen
UK and OFS, other operating expenses increased $4,328 during 2000 and $2,548
during 1999. The increase in 2000 was largely due to increased marketing costs
at OTX and the recognition of $1,355 of deferred expenses related to the sale of
twenty-five low-income tax housing tax credit properties. See Note 31 to the
Consolidated Financial Statements (which is incorporated herein by reference)
for a disclosure of the components of other operating expenses for 2000, 1999
and 1998.
DISTRIBUTIONS ON COMPANY OBLIGATED, MANDATORILY REDEEMABLE SECURITIES
OF SUBSIDIARY TRUST HOLDING SOLELY JUNIOR SUBORDINATED DEBENTURES OF THE
COMPANY. Cash distributions on the Capital Securities are payable semi-annually
in arrears on February 1 and August 1 of each year at an annual rate of 10.875%.
The Company recorded $11,380, $13,111, and $13,594 of distributions to holders
of the Capital Securities during 2000, 1999 and 1998, respectively. The decline
in distributions is the result of repurchases during 2000 and 1999. See Note 22
to the Consolidated Financial Statements (which is incorporated herein by
reference) and "Changes in Financial Condition - Company-Obligated, Mandatorily
Redeemable Securities of Subsidiary Trust Holding Solely Junior Subordinated
Debentures of the Company."
EQUITY IN (LOSSES) EARNINGS OF INVESTMENTS IN UNCONSOLIDATED ENTITIES.
Prior to the Company's sale of its equity investment in Kensington on November
22, 2000, the Company recorded equity in (losses) earnings of Kensington of
$(5,280), $(9,154) and $439, net of goodwill amortization, during 2000, 1999 and
1998, respectively.
Equity in the losses of investments in unconsolidated entities for 1999
and 1998 also included the Company's equity in the losses of its investments in
OAC and OPLP of $3,605 and $8,701, respectively. Prior to its acquisition of OAC
in October 1999, the Company accounted for its investments in OAC and OPLP using
the equity method.
See "Changes in Financial Condition - Investment in Unconsolidated
Entities" and Note 2 and Note 10 to the Consolidated Financial Statements (which
are incorporated herein by reference).
INCOME TAX EXPENSE (BENEFIT). Income tax expense (benefit) amounted to
$7,957, $2,608, and $(30,699) during 2000, 1999 and 1998, respectively. The
Company's provision for income taxes reflects tax credits resulting from the
Company's investment in low-income housing tax credit interests of $2,577,
$18,242 and $17,666 during 2000, 1999 and 1998, respectively. The Company's
provision in 1999 also reflects the lack of foreign tax payments, which would
have generated foreign tax credits to reduce the U.S. tax liability resulting
from the sale of Ocwen UK. The Company's provisions in 2000 and 1999 also
reflect charges of $17,500 and $2,500, respectively, related to the deferred tax
asset valuation allowance. See Note 25 to the Consolidated Financial Statements
(which is incorporated herein by reference) and "Changes in Financial Condition
- - Investments in Low-Income Housing Tax Credit Interests."
EXTRAORDINARY GAIN ON REPURCHASE OF DEBT, NET OF TAXES. Extraordinary
gain on repurchases of debt, net of taxes, for 2000 of $18,713 is comprised of
$7,396 of gains recognized in connection with the repurchase of Capital
Securities, $11,041 of gains recognized in connection with repurchases of the
11.5% Redeemable Notes and $276 of gains recognized in connection with the
repurchase of 11.875% Notes. Extraordinary gain on repurchases of debt for 1999
amounted to $6,983 and was comprised of $4,570 of gains recognized in connection
with the repurchases of Capital Securities, $1,323 from the Company's repurchase
of 12% Subordinated Debentures and $1,090 of gains recognized from the
repurchase of the 11.875% Notes. See "Changes in Financial Condition - Notes,
Debentures and Other Interest-Bearing Obligations" and "Company Obligated,
Mandatorily Redeemable Securities of Subsidiary Trust Holding Solely Junior
Subordinated Debentures of the Company" and Note 21 and Note 22 to the
Consolidated Financial Statements (which are incorporated herein by reference).
CHANGES IN FINANCIAL CONDITION
TRADING SECURITIES. The Company reclassified its portfolio of
securities available for sale to trading on September 30, 2000. On that date,
the Company transferred its portfolio of securities available for sale, which
had a fair value of $496,295 to trading.
28
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table sets forth the fair value of the Company's trading
securities at the dates indicated:
December 31, December 31,
2000 1999
------------ ------------
Mortgage-related securities:
Collateralized mortgage obligations
(AAA-rated).......................................... $ 277,595 $ --
------------ ------------
Subordinates, residuals and other securities:
Single family residential:
BB-rated subordinates............................. 4,563 --
B-rated subordinates.............................. 2,911 --
Unrated subordinates ............................. 9,361 --
Unrated subprime residuals........................ 93,176 --
------------ ------------
110,011 --
Multi-family residential and commercial:
Unrated subordinates.............................. 2,636 --
------------ ------------
112,647 --
------------ ------------
Trading securities........................................ $ 390,242 $ --
============ ============
During the three months ended December 31, 2000, after the transfer of
securities available for sale to trading, trading securities declined $106,053.
This decline was primarily due to $100,590 of maturities and principal
repayments, $1,070 of sales, $1,605 of net premium amortization and a $3,280
decline in fair value.
Residual and subordinate securities at December 31, 2000 include
retained interests with a fair value of $43,016 from securitizations of loans
completed by the Company in prior years. The Company determines the present
value of anticipated cash flows utilizing valuation assumptions appropriate for
each particular transaction. The significant valuation assumptions have included
the anticipated prepayment speeds and the anticipated credit losses related to
the underlying mortgages. In order to determine the present value of this
estimated excess cash flow, the Company currently applies a discount rate of 17%
to 20% to the projected cash flows on the unrated classes of securities. The
annual prepayment rate of the securitized loans is a function of full and
partial prepayments and defaults. The Company makes assumptions as to the
prepayment rates of the underlying loans, which the Company believes are
reasonable, in estimating fair values of the subordinate securities and residual
securities retained. During 2000, the Company utilized proprietary prepayment
curves (reaching an approximate range of annualized rates of 11% - 36%). During
2000, the Company estimated annual losses of between 0.5% and 7% of the unpaid
principal balance of the underlying loans. See Note 4 to the Consolidated
Financial Statements (which is incorporated herein by reference) for additional
disclosures regarding retained interests.
Subordinate and residual interests are affected by the rate and timing
of payments of principal (including prepayments, repurchase, defaults and
liquidations) on the mortgage loans underlying a series of mortgage-related
securities. The rate of principal payments may vary significantly over time
depending on a variety of factors, such as the level of prevailing mortgage loan
interest rates and economic, demographic, tax, legal and other factors.
Prepayments on the mortgage loans underlying a series of mortgage-related
securities are generally allocated to the more senior classes of
mortgage-related securities. Although in the absence of defaults or interest
shortfalls all subordinates receive interest, amounts otherwise allocable to
residuals generally are used to make payments on more senior classes or to fund
a reserve account for the protection of senior classes until
overcollateralization or the balance in the reserve account reaches a specified
level. In periods of declining interest rates, rates of prepayments on mortgage
loans generally increase, and if the rate of prepayments is faster than
anticipated, then the yield on subordinates will be positively affected and the
yield on residuals will be negatively affected.
The Company periodically assesses the carrying value of its subordinate
securities and residual securities retained. There can be no assurance that the
Company's estimates used to determine the gain on securitized loan sales,
subordinate securities and residual securities retained will remain appropriate
for the life of each securitization. If actual loan prepayments or defaults
exceed the Company's estimates, the carrying value of the Company's subordinate
securities and residual securities retained may be decreased during the period
management recognized the disparity. Other factors may also result in a
write-down of the Company's subordinate securities and residual securities in
subsequent months. During 2000, and prior to the transfer of securities
available for sale to trading, the Company recorded
29
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
$11,597 of impairment charges on its portfolio of subordinate and residual
securities as a result of declines in value that were deemed to be "other- than-
temporary."
The following tables detail the Company's trading securities portfolio
at December 31, 2000 and its estimates of expected yields on such securities,
taking into consideration expected prepayment and loss rates together with other
factors:
ANTICIPATED
SUBORDI- YIELD TO PROSPECTIVE
CLASS SIZE NATION/OC MATURITY AT YIELD AT
ISSUE RATING ------------------ INTEREST LEVEL AT: ------------------ YIELD AT
SECURITIZATION (ISSUER) SECURITY DATE RATING AGENCIES ISSUANCE 12/31/00 % 12/31/00 PURCHASE 12/31/00 12/31/00
- ----------------------- -------- ---- ------ -------- -------- -------- -------- -------- -------- -------- --------
SINGLE-FAMILY RESIDENTIAL
Subordinates:
BCF 1996 R1(1)........... B3 Oct-96 UR (a), (b) $ 70,773 $ 34,779 50.00% None 15.70% 7.97% 38.27%
CSFB 1996-1R
(ITT 94-P1) (2).......... 4B2, Oct-96 UR (b), (c) 1,046 114 100.00 None N/A N/A (A)
BCF 1997 R2 (1).......... B4 Jun-97 Ba2, BB (b), (c) 6,358 5,544 73.54 7.05 9.58 9.51 50.78
B5 B2,B 6,264 5,463 73.54 2.68 10.74 9.55 N/M
B6 UR 13,883 3,356 73.54 None 15.98 2.35 (A)
SBMS 1997-HUD1 (3) B5 Apr-97 B2, n.a. (b), (d) 9,785 8,098 100.00 0.00 16.87 (4.89) 5.14
B6 Apr-97 UR 16,998 -- 100.00 None 22.86 (8.97) (A)
ORMBS 1998 R1 (4)........ B4 Mar-98 UR (b), (d) 101,774 48,113 82.48 None 20.50 (28.62) 19.36
ORMBS 1998 R2 (4)........ B4A Jun-98 Ba2 (b) 1,056 951 100.00 5.97 13.22 5.73 N/M
B4F Ba2 937 857 100.00 5.20 19.23 3.12 72.87
B5A B2 880 779 100.00 4.03 23.78 9.30 N/M
B5F B2 937 857 100.00 2.48 11.78 (0.38) N/M
B6A UR 3,696 1,625 100.00 None 16.72 26.44 N/M
B6F UR 3,345 780 100.00 None 19.50 (19.17) (A)
ORMBS 1998 R3 (4)........ B4 Sep-98 Ba2, BB (b), (d) 11,765 11,315 85.87 1.99 11.71 (45.33) N/M
B5 B2, B 9,151 3,656 85.87 None 16.54 (40.33) N/M
B6 UR 26,145 0 85.87 18.00 (26.24) (A)
ORMBS 1999 R1 (4)........ B5A Mar-99 B2, B (b), (d) 1,630 1,495 100.00 4.05 17.73 33.39 45.64
B5F B2, B 1,843 1,559 100.00 3.76 17.74 38.65 N/M
B6A UR 3,586 1,658 100.00 None 18.00 54.82 29.78
B6F UR 4,299 2,196 100.00 None 18.00 97.89 (A)
ORMBS 1999 R2 (4) ....... B4 Jun-99 BB (a),(c),(d) 10,530 10,132 100.00 6.12 13.45 17.06 83.71
B5 B 4,680 4,511 100.00 1.17 18.45 32.33 (A)
B6 UR 7,020 1,060 100.00 None 18.00 57.61 (A)
(1B)
Subprime residuals:
SBMS 1996 3 (5).......... R Jun-96 UR (a), (b) 130,062 23,763 100.00 25.47OC 15.52 2.52 24.78
MLM1 1996 1 (6).......... R Sep-96 UR (a), (b) 81,142 12,764 100.00 42.46OC 15.16 4.10 25.79
MS 1997 1 (7)............ X1 Jun-97 UR (a), (b) 17,727 8,337 100.00 6.06OC 21.47 16.30 24.16
X2 87,118 13,217 100.00 25.45OC 20.38 1.28 14.81
1997 OFS 2 (8)........... X Sep-97 UR (a), (b) 102,201 21,437 100.00 12.77OC 19.65 (0.33) 22.63
1997 OFS 3 (8)........... X Dec-97 UR (a), (b) 208,784 56,724 100.00 15.48OC 19.59 6.20 19.16
1998 OFS 1 (8)........... X Mar-98 UR (b), (d) 161,400 46,799 100.00 4.28OC 18.00 (2.17) 5.06
1998 OFS 2 (8)........... X Jun-98 UR (a), (b) 382,715 118,570 100.00 3.91OC 19.46 (3.15) 10.88
1998 OFS 3 (8)........... X Sep-98 UR (a), (d) 261,649 117,032 100.00 5.70OC 18.00 (3.14) (0.55)
1998 OFS 4 (8)........... X Dec-98 UR (a), (b), 349,000 202,129 100.00 2.16OC 18.00 (6.49) (2.89)
(c)
1999 OFS 1 (8) .......... X Jun-99 UR (a), (b) 148,628 110,566 100.00 5.81OC 18.00 (3.29) (0.39)
PANAM 1997-1 (9)......... X Dec-97 UR (a), (b) 113,544 25,624 100.00 11.31OC 22.45 0.20 18.67
Prepay UR 25.69 5.98 (11.92)
Pen.
30
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
ANTICIPATED
SUBORDI- YIELD TO PROSPECTIVE
CLASS SIZE NATION/OC MATURITY AT YIELD AT
ISSUE RATING ------------------ INTEREST LEVEL AT: ------------------ YIELD AT
SECURITIZATION (ISSUER) SECURITY DATE RATING AGENCIES ISSUANCE 12/31/00 % 12/31/00 PURCHASE 12/31/00 12/31/00
- ----------------------- -------- ---- ------ -------- -------- -------- -------- -------- -------- -------- --------
SINGLE-FAMILY RESIDENTIAL
EQUICON 1994-2 (10)...... B Fix Oct-94 UR (a), (b), 78,846 $ 14,168 100.00% 7.37%OC 18.00% 103.81% 29.00%
(c)
B Var. UR 32,306 1,798 100.00 45.09OC 18.00 29.29 20.42
EQUICON 1995-1 (10)...... B Fix, May-95 UR (a), (b), 70,024 10,153 100.00 11.66OC 18.00 27.17 (A)
(c)
B Var. UR 40,519 4,614 100.00 11.38OC 18.00 104.57 (A)
EQUICON 1995-2 (10)...... B Fix Oct-95 UR (a), (b) 79,288 14,683 100.00 12.98OC 18.00 26.84 N/M
B Var. UR 39,667 3,412 100.00 16.60OC 18.00 108.66 (A)
ACCESS 1996-1 (11)....... B Fix, Feb-96 UR (a), (b) 120,015 25,465 100.00 6.84OC 18.00 29.24 N/M
B Var. UR 55,362 6,225 100.00 13.12OC 18.00 41.47 (A)
ACCESS 1996-2 (11)....... B-I,BI-S May-96 UR (a), (b) 142,259 30,825 100.00 10.12OC 18.00 29.66 (A)
B-II UR 68,345 6,992 100.00 15.01OC 18.00 15.66 N/M
BII-S
ACCESS 1996-3 (11)....... B-I, Aug-96 UR (a), (b) 107,712 24,939 100.00 15.87OC 18.00 19.39 N/M
BI-S
B-II UR 99,885 10,439 100.00 23.68OC 18.00 18.51 (A)
BII-S
ACCESS 1996-4 (11)....... B, B-S Nov-96 UR (a), (b) 239,778 37,098 100.00 35.96OC 18.00 12.23 37.92
ACCESS 1997-1 (11)....... B, B-S Feb-97 UR (a), (b) 276,442 57,766 100.00 34.91OC 18.00 11.27 34.15
ACCESS 1997-2 (11)....... B, B-S May-97 UR (a), (b) 185,197 37,504 100.00 24.71OC 18.00 6.23 31.46
ACCESS 1997-3 (11)....... B, B-S Oct-97 UR (a), (b) 199,884 44,730 100.00 17.46OC 18.00 11.78 40.70
UK SUBPRIME
Subordinates:
CMR1 (12)................ Deferred Apr-96 UR (a), (c) 48,450(B) 13,003(C) 100.00 14.60RF 18.69 22.83 24.59
Comp
CMR2 (12)................ Deferred Oct-96 UR (a), (c) 97,627(B) 27,297(C) 100.00 15.50RF 18.69 34.13 38.46
Comp
CMR3 (12)................ Deferred Oct-96 UR (a), (c) 176,047(B) 49,627(C) 100.00 22.70RF 18.69 61.31 95.01
Comp
CMR4 (12)................ Deferred Jan-97 UR (a), (c) 103,031(B) 31,551(C) 100.00 11.30RF 18.69 35.36 41.23
Comp
CMR5 (12)................ Deferred Jan-97 UR (a), (c) 54,686(B) 16,552(C) 100.00 55.40RF 0.00 N/A (A)
Comp
CMR6 (12)................ Deferred Apr-97 UR (a), (c) 90,498(B) 24,383(C) 100.00 12.80RF 18.69 46.15 69.77
Comp
COMMERCIAL
Subordinates:
BT97-SI (13)............. Equity Dec-97 UR None 57,750 35,509 25.00 0.00 22.15 12.10 10.09
Cert.
31
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
WEIGHTED WEIGHTED TOTAL ACTUAL LIFE ACTUAL LIFE
AVERAGE AVERAGE DELINQUENCY TO DATE TO DATE COLLATERAL BALANCE
COUPON AT LTV AT CPR AT LOSSES AT PRODUCT TYPE AT -------------------
SECURITIZATION (ISSUER) 12/31/00 AT 12/31/00 12/31/00 12/31/00 12/31/00 12/31/00 ISSUANCE 12/31/00
- ----------------------- -------- ----------- -------- -------- -------- -------- -------- --------
SINGLE-FAMILY RESIDENTIAL
Subordinates:
BCF 1996 R1 (1)............. 10.00% 75.96% 11.79% 13.68% $ 31,934 98% Fixed, 2% ARM $505,513 $244,365
CSFB 1996 1R
(ITT 94-P1) (2) ............ 8.57 N/A 3.39 N/A 157 100% 1-Year CMT 32,487 3,742
BCF 1997 R2 (1)............. 8.65 73.90 18.23 14.16 9,389 25% Fixed, 75% ARM 251,790 125,036
SBMS 1997-HUD1 (3).......... 9.77 76.88 10.60 15.56 17,236 97% Fixed, 3% ARM 326,147 159,911
ORMBS 1998 R1 (4)........... 8.86 86.11 25.81 11.28 50,014 98% Fixed, 2% ARM 565,411 396,512
ORMBS 1998 R2 (4)........... 9.34 74.85 23.16 16.00 4,278 44% Fixed, 56% ARM 123,917 71,793
ORMBS 1998 R3 (4)........... 8.86 85.25 36.15 13.52 30,546 98% Fixed, 2% ARM 261,452 183,740
ORMBS 1999 R1 (4)........... 9.29 71.21 31.24 15.83 3,121 59% Fixed, 41% ARM 147,101 99,351
ORMBS 1999 R2 (4)........... 9.23 81.51 30.58 12.39 5,864 100% Fixed 117,004 91,009
Subprime residuals:
SBMS 1996 3 (5)............. 11.54 66.30 16.37 31.02 3,605 94% Fixed, 6% ARM 130,062 23,763
MLM1 1996 1 (6)............. 12.32 70.46 24.32 34.89 2,419 38% Fixed, 62% ARM 81,142 12,764
MS 1997 1 (7) X1............ 11.95 73.38 18.62 35.98 2,885 100% Fixed, 17,727 8,337
MS 1997 1 (7) X2............ 100% ARM 87,118 13,217
1997 OFS 2 (8).............. 11.96 75.54 21.80 37.78 3,369 28% Fixed, 72% ARM 102,201 21,437
1997 OFS 3 (8).............. 11.72 76.55 27.62 34.84 6,893 25% Fixed, 75% ARM 208,784 56,724
1998 OFS 1 (8).............. 11.90 77.31 28.50 35.76 6,028 21% Fixed, 79% ARM 161,400 46,799
1998 OFS 2 (8).............. 11.75 73.54 20.13 36.92 11,201 50% Fixed, 50% ARM 382,715 118,570
1998 OFS 3 (8).............. 11.25 77.10 26.47 29.63 8,196 41% Fixed, 59% ARM 261,649 117,032
1998 OFS 4 (8).............. 10.75 77.27 27.69 23.10 13,682 45% Fixed, 55% ARM 349,000 202,129
1999 OFS 1 (8).............. 9.78 76.57 18.04 17.29 2,312 69% Fixed, 31% ARM 148,628 110,566
PANAM 1997-1(9)............. 12.33 85.01 24.52 39.03 6,102 58% Fixed, 42% ARM 113,544 25,624
EQUICON 1994-2 (10)......... 10.18 81.61 18.34 31.51 1,893 100% Fixed 78,846 14,168
100% ARM 32,306 1,798
EQUICON 1995-1 (10)......... 12.24 106.92 32.73 28.24 3,424 100% Fixed 70,024 10,153
100% ARM 40,519 4,614
EQUICON 1995-2 (10)......... 11.15 80.32 33.60 32.34 2,737 100% Fixed 79,288 14,683
100% ARM 39,667 3,412
ACCESS 1996-1 (11).......... 11.14 74.97 26.71 29.60 4,411 100% Fixed 120,015 25,465
100% ARM 55,362 6,225
ACCESS 1996-2 (11).......... 11.26 72.71 29.60 31.99 5,746 100% Fixed 142,259 30,825
100% ARM 68,345 6,992
ACCESS 1996-3 (11).......... 11.94 76.32 40.36 34.51 4,697 100% Fixed 107,712 24,939
100% ARM 99,885 10,439
ACCESS 1996-4 (11).......... 12.39 77.84 36.05 37.71 7,218 56% Fixed, 44% ARM 239,778 37,098
ACCESS 1997-1 (11).......... 12.01 78.29 39.57 35.56 11,314 64% Fixed, 36% ARM 276,442 57,766
ACCESS 1997-2 (11).......... 11.99 78.99 34.30 38.37 6,188 64% Fixed, 36% ARM 185,197 37,504
ACCESS 1997-3 (11).......... 12.05 83.85 39.34 38.60 5,130 57% Fixed, 43% ARM 199,884 42,780
UK SUBPRIME
Subordinates:
CMR1 (12)................... 13.36 N/A 40.27 22.89 959 N/A 48,450(B) 13,003(C)
CMR2 (12)................... 12.44 N/A 28.70 23.74 1,489 N/A 97,627(B) 27,927(C)
CMR3 (12)................... 13.47 N/A 16.98 21.07 3,835 N/A 176,047(B) 49,627(C)
CMR4 (12)................... 13.70 N/A 38.70 24.02 2,239 N/A 103,031(B) 31,551(C)
CMR5 (12)................... 15.76 N/A 63.79 23.69 7,664 N/A 54,686(B) 16,552(C)
CMR6 (12)................... 13.66 N/A 35.12 27.44 1,469 N/A 90,498(B) 24,383(C)
COMMERCIAL
Subordinates:
BT97-SI (13)................ 8.65 N/A 38.09 N/A 10,734 N/A 295,925 69,596
32
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
ISSUERS: RATING AGENCIES:
(1) BlackRock Capital Finance L.P. (a) S&P
(2) Credit Suisse First Boston (ITT Federal Bank, (b) Moody's
FSB) (c) Fitch
(3) Salomon Brothers Mortgage Securities (d) DCR
(4) Ocwen Residential MBS Corporation
(5) Salomon Brothers Mortgage Securities VII OTHER:
(6) Merrill Lynch Mortgage Investors, Inc. N/A - Not Available
(7) Morgan Stanley ABS Capital I, Inc. N/M - As a result of impairment charge write-downs of the security while
(8) Ocwen Mortgage Loan Asset Backed classified as available for sale, the prospective yield at 12/31/00 is
Certificates not meaningful.
(9) Pan American Bank, FSB (A) - As a result of impairment charge write-downs of the security while
(10) Equicon Mortgage Loan Trust classified as available for sale, the book value is zero, therefore,
(11) Access Financial Mortgage Loan Trust there is no prospective yield on the security.
(12) City Mortgage Receivable (B) - Dollar equivalent of amounts in British pounds at the rate of exchange
(13) Bankers Trust Corporation Mortgage that prevailed at the time of issuance.
Investors Trust (C) - Dollar equivalent of amounts in British pounds at the rate of exchange
at 12/31/00.
The following table sets forth the principal amount of mortgage loans
by the geographic location of the property securing the mortgages that underlie
the Company's trading subordinated and residual securities at December 31, 2000:
DESCRIPTION CALIFORNIA FLORIDA TEXAS U.K. NEW YORK OTHER (1) TOTAL
- ----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Single family residential....... $ 448,302 $ 209,809 $ 194,259 $ 163,043 $ 141,976 $1,454,210 $2,611,599
Commercial ..................... 21,736 122 1,872 -- 489 47,745 71,964
Multi-family ................... 460 81 -- -- 5,376 4,441 10,358
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total .......................... $ 470,498 $ 210,012 $ 196,131 $ 163,043 $ 147,841 $1,506,396 $2,693,921
========== ========== ========== ========== ========== ========== ==========
Percentage (2) ................. 17.74% 7.80% 7.28% 6.05% 5.48% 55.92% 100.00%
========== ========== ========== ========== ========== ========== ==========
- -----------
<FN>
(1) Consists of properties located in 46 other states, none of which
aggregated over $118,710 in any one state.
(2) Based on a percentage of the total unpaid principal balance of the
underlying loans of other.
</FN>
The following table presents information regarding trading subordinated
and residual securities summarized by classification and rating at December 31,
2000:
ANTICIPATED
YIELD TO ANTICIPATED
ANTICIPATED MATURITY WEIGHTED
YIELD TO AT AVERAGE PROSPECTIVE
PERCENT MATURITY 12/31/00 REMAINING YIELD AT
RATING/DESCRIPTION FAIR VALUE OWNED AT PURCHASE (1) COUPON LIFE (2) 12/31/00
- ------------------ ---------- ------- ----------- ----------- -------- ----------- -----------
SINGLE-FAMILY RESIDENTIAL:
BB-rated subordinates............ $ 4,563 89.35% 11.72% (4.45)% 6.93% 2.77 29.05%
B-rated subordinates............. 2,911 92.57 15.99 4.44 7.31 2.05 60.35
Unrated subordinates............. 9,361 71.49 18.14 (9.54) 7.97 2.62 106.60
Unrated subprime residuals....... 93,176 100.00 18.42 7.93 N/A 6.42 31.11
---------
110,011
COMMERCIAL:
Unrated subordinates............. 2,636 25.00 22.15 12.10 N/A 2.32 10.09
---------
$ 112,647
=========
- -----------
<FN>
(1) Changes in the December 31, 2000 anticipated yield to maturity from
that originally anticipated are primarily the result of changes in
prepayment assumptions and loss assumptions.
(2) Equals the weighted average life based on the December 31, 2000 book
value.
</FN>
33
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following is a glossary of terms included in the above tables.
ACTUAL LIFE TO DATE CPR - The Constant Prepayment Rate is used to
measure the average prepayment rate for the underlying mortgage pool(s) over the
period of time lapsed since the issuance of the securities through the date
indicated and is calculated as follows:
-- --
| / \ / \ |
| | 1-Final Aggregate Balance actual | | 12 | |
Actual Life to Date CPR = 100 x | | ------------------------------------- | x | ------------------ | |
| | Final Aggregate Balance scheduled | | Months In Period | |
| \ / \ / |
-- --
ACTUAL LIFE-TO-DATE LOSSES - Represents cumulative losses of the
original collateral at the indicated date.
ANTICIPATED YIELD TO MATURITY AT DECEMBER 31, 2000- Effective yield
based on the purchase price, actual cash flows received from inception until the
respective date, and the then current estimate of future cash flows under the
assumptions at the respective date.
ANTICIPATED YIELD TO MATURITY AT PURCHASE - Effective yield from
inception to maturity based on the purchase price and anticipated future cash
flows under pricing assumptions.
CLASS SIZE - Represents the dollar size of a particular class. Class
Size for subprime residuals is equal to the Collateral Balance at the respective
date.
COLLATERAL BALANCE - Represents the unpaid principal balance including
arrearage of the underlying collateral of the entire issuance at the indicated
date.
INTEREST PERCENTAGE - Represents the percentage of the particular class
of security owned by the Company.
ISSUE DATE - Represents the date on which the indicated securities were
issued.
OVER-COLLATERIZATION LEVEL - For residual interests in residential
mortgage-backed securities, over-collaterization ("OC") is the amount by which
the collateral balance exceeds the sum of the bond principal amounts. OC is
achieved by applying monthly a portion of the interest payments of the
underlying mortgages toward the reduction of the class certificate principal
amounts, causing them to amortize more rapidly than the aggregate loan balance.
The OC percentage, expressed as a percentage of the outstanding collateral
balance, represents the first tier of loss protection afforded to the
non-residual holders. The OC percentage also determines whether the
over-collaterization target has been satisfied as of a specific date, such that
cash flows to the residual holder are warranted. To the extent not consumed by
losses on more highly rated bonds, OC is remitted to the residual holders.
PROSPECTIVE YIELD - Effective yield based on the book value of the
investment and the then current estimate of the future cash flows under the
assumptions at the respective date.
RATING - Refers to the credit rating designated by the rating agency
for each securitization transaction. Classes designated "A" have a superior
claim on payment to those rated "B", which are superior to those rated "C."
Additionally, multiple letters have a superior claim to designations with fewer
letters. Thus, for example, "BBB" is superior to "BB," which in turn is superior
to "B." The lower class designations in any securitization will receive interest
payments subsequent to senior classes and will experience losses prior to any
senior class. The lowest potential class designation is not rated ("UR") which,
if included in a securitization, will always receive interest last and
experience losses first.
SECURITIZATION - Series description.
SECURITY - Represents the name of the class associated with each
securitization held by the Company. This has no relationship to a formal rating
but is for identification purposes (although the names are usually in
alphabetical or numeric order from the highest rated to the lowest rated).
SUBORDINATION LEVEL - Represents the credit support for each
mortgage-backed security by indicating the percentage of outstanding bonds whose
right to receive payment is subordinate to the referenced security. The
subordinate classes must experience a complete loss before any additional losses
would affect the particular referenced security.
34
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
TOTAL DELINQUENCY - Represents the total unpaid principal balance of
loans more than 30 days delinquent at the indicated date as a percentage of the
unpaid principal balance of the collateral at such date.
WEIGHTED AVERAGE COUPON - Represents the interest rate of the
underlying mortgage loans weighted by the unpaid principal balance of the
underlying mortgage loans at the respective date.
WEIGHTED AVERAGE LTV - Represents the ratio of the unpaid principal
balance including arrearage to the value of the underlying collateral and
applies to the single-family residential securities.
SECURITIES AVAILABLE FOR SALE. As discussed above, on September 30,
2000, the Company changed its policy for securities available for sale to
account for them as trading securities. Securities available for sale were
carried at fair value with unrealized gains or losses reported as a separate
component of accumulated other comprehensive income in stockholders' equity, net
of taxes. Unrealized losses on securities available for sale that reflected a
decline in value, which was other-than-temporary, were charged to earnings. At
December 31, 1999, securities available for sale included an aggregate of $1,036
of unrealized gain, ($6,967 of gross gains and $5,931 of gross losses). See
"Changes in Financial Condition - Trading Securities."
The following table sets forth the fair value of the Company's securities
available for sale at the dates indicated:
December 31, December 31,
2000 1999
------------ ------------
Mortgage-related securities:
Collateralized mortgage obligations
(AAA-rated).................................................... $ -- $ 392,387
------------ ------------
Subordinates, residuals and other securities:
Single family residential:
BB-rated subordinates....................................... -- 5,908
B-rated subordinates........................................ -- 6,098
Unrated subordinates ....................................... -- 17,287
Unrated subprime residuals.................................. -- 124,087
------------ ------------
-- 153,380
------------ ------------
Multi-family residential and commercial:
BB-rated subordinates....................................... -- 38,234
Unrated subordinates........................................ -- 3,503
Unrated interest only....................................... -- 14
------------ ------------
-- 41,751
------------ ------------
-- 195,131
------------ ------------
$ -- $ 587,518
============ ============
During the nine months ended September 30, 2000, and prior to the
transfer of securities available for sale to trading, securities available for
sale declined $91,233 primarily due to $416,004 of maturities and principal
repayments, $553,589 of sales, $11,597 of impairment charges and $7,568 of
premium amortization, offset by $894,038 of purchases.
See Note 1 and Note 5 to the Consolidated Financial Statements (which
is incorporated herein by reference).
LOANS AVAILABLE FOR SALE. Loans which the Company presently does not
intend to hold to maturity are designated as available for sale and are carried
at the lower of cost or aggregate market value. Loans available for sale, which
are comprised primarily of subprime single family residential loans, decreased
by $34,603 or 77% during 2000. The decline in loans available for sale during
2000 and 1999 reflects the closure of the domestic subprime origination business
in 1999 and the sale of Ocwen UK, also in 1999.
35
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Composition of Loans Available for Sale. The following table sets forth
the composition of the Company's loans available for sale by type of loan at the
dates indicated:
December 31,
-------------------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
Single family residential loans............. $ 10,559 $ 45,084 $ 177,578 $ 176,554 $ 111,980
Multi-family residential loans.............. -- -- -- -- 13,657
Consumer loans.............................. 51 129 269 487 729
---------- ---------- ---------- ---------- ----------
$ 10,610 $ 45,213 $ 177,847 $ 177,041 $ 126,366
=========== =========== ========== ========== ==========
Activity in Loans Available for Sale. The following table sets forth
the activity in the Company's net loans available for sale during the periods
indicated:
Year Ended December 31,
---------------------------------------------------------------------------
2000 1999 1998 1997 1996
------------ ------------ ------------ ------------ ------------
Balance at beginning of period............. $ 45,213 $ 177,847 $ 177,041 $ 126,366 $ 251,790
------------ ------------ ------------ ------------ ------------
Purchases (1).............................. -- 47,129 795,053 278,081 295,054
Originations (2)........................... -- 728,509 959,105 316,101 9,447
Sales (3) (4).............................. (24,774) (865,959) (1,658,773) (501,079) (395,999)
Decrease (increase) in lower of cost or
market valuation allowance.............. 1,625 1,282 (4,064) (1,034) (2,455)
Loans transferred (to)/from loan portfolio. -- -- -- (13,674) 45
Principal repayments, net of capitalized
interest................................ (6,785) (30,314) (82,728) (22,151) (27,845)
Transfer to real estate owned.............. (4,669) (13,281) (7,787) (5,569) (3,671)
------------ ------------ ------------ ------------ ------------
Net (decrease) increase in loans........... (34,603) (132,634) 806 50,675 (125,424)
------------ ------------ ------------ ------------ ------------
Balance at end of period................... $ 10,610 $ 45,213 $ 177,847 $ 177,041 $ 126,366
============ ============ ============ ============ ============
<FN>
(1) Includes $292,848 purchased during 1998 from the U.S. operations of
Cityscape Financial Corp. and $421,188 purchased from the UK operations
of Cityscape Financial Corp.
(2) Includes approximately $509,800 and $254,300 originated by Ocwen UK
during 1999 and 1998, respectively.
(3) Includes $297,469 related to the sale of Ocwen UK on September 30,
1999.
(4) Includes securitizations of domestic and foreign subprime single family
residential loans. See "Results of Operations - Non-interest Income."
</FN>
The following table presents a summary of the Company's non-performing
loans in the loans available for sale portfolio at the dates indicated:
December 31,
----------------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
Non-performing loans:
Single family loans (1).................... $ 2,404 $ 15,319 $ 39,415 $ 13,509 $ 14,409
Consumer loans............................. 2 1 9 25 36
---------- ---------- ---------- ---------- ----------
$ 2,406 $ 15,320 $ 39,424 $ 13,534 $ 14,445
========== ========== ========== ========== ==========
Non-performing loans as a percentage of:
Total loans available for sale............. 22.68% 33.88% 22.17% 7.64% 11.43%
Total assets............................... 0.11% 0.47% 1.19% 0.44% 0.58%
<FN>
(1) Includes $7,245 related to Ocwen UK at December 31, 1998.
</FN>
Non-performing loans available for sale consist primarily of subprime
single family residential loans. See Note 6 to the Consolidated Financial
Statements (which is incorporated herein by reference).
36
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
LOAN PORTFOLIO, NET. Loans held for investment in the Company's loan
portfolio are carried at amortized cost, less an allowance for loan losses,
because the Company has the ability and presently intends to hold them to
maturity. The Company's net loan portfolio decreased by $63,994 or 41% during
2000 reflecting the continuing payoff of multi-family and commercial loans and
the Company's decision in 1999 to cease origination of such loans.
Composition of Loan Portfolio. The following table sets forth the
composition of the Company's loan portfolio by type of loan at the dates
indicated:
December 31,
--------------------------------------------------------------------------
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- -----------
Single family residential loans.............. $ 848 $ 4,334 $ 30,361 $ 46,226 $ 73,186
----------- ----------- ----------- ----------- -----------
Multi-family residential loans:
Permanent................................ 6,083 23,430 53,311 38,105 31,252
Construction............................. 39,123 57,526 22,288 33,277 36,590
----------- ----------- ----------- ----------- -----------
Total multi-family residential........ 45,206 80,956 75,599 71,382 67,842
----------- ----------- ----------- ----------- -----------
Commercial real estate:
Hotels:
Permanent............................. -- -- 29,735 64,040 173,947
Construction.......................... 38,153 38,349 6,896 25,322 26,364
Office buildings........................ 20,817 64,745 93,068 68,759 128,782
Land.................................... 1 2,238 2,266 2,858 2,332
Other................................... -- -- 6,762 16,094 25,623
----------- ----------- ----------- ----------- -----------
Total commercial real estate........... 58,971 105,332 138,727 177,073 357,048
----------- ----------- ----------- ----------- -----------
Other........................................ 48 82 132 244 3,038
----------- ----------- ----------- ----------- -----------
105,073 190,704 244,819 294,925 501,114
Undisbursed loan funds....................... (8,879) (24,654) (7,099) (22,210) (89,840)
Unamortized deferred fees.................... (372) (1,383) (2,480) (2,721) (5,169)
Allowance for loan losses.................... (2,408) (7,259) (4,928) (3,695) (3,523)
----------- ----------- ----------- ----------- -----------
$ 93,414 $ 157,408 $ 230,312 $ 266,299 $ 402,582
=========== =========== =========== =========== ===========
Contractual Principal Repayments. The following table sets forth
certain information at December 31, 2000 regarding the dollar amount of loans
maturing in the Company's loan portfolio based on scheduled contractual
amortization, as well as the dollar amount of loans which have fixed or
adjustable interest rates. Demand loans (loans having no stated schedule of
repayments and no stated maturity) and overdrafts are reported as due in one
year or less. Loan balances have not been reduced for (i) undisbursed loan
proceeds, unearned discounts and the allowance for loan losses or (ii)
non-performing loans.
Maturing in
------------------------------------------------------------------------------
After After Five
One Year Years
One Year Through Five Through Ten After Ten
or Less Years Years Years Total
----------- ----------- ----------- ----------- -----------
Single family residential loans.......... $ 137 $ -- $ 36 $ 675 $ 848
Multi-family residential loans........... 28,097 17,109 -- -- 45,206
Commercial real estate and land loans.... 35,831 20,983 1,579 578 58,971
Consumer and other loans................. 37 11 -- -- 48
----------- ----------- ----------- ----------- -----------
$ 64,102 $ 38,103 $ 1,615 $ 1,253 $ 105,073
=========== =========== =========== =========== ===========
Interest rate terms on amounts due:
Fixed................................. $ 22,988 $ 3,269 $ 1,519 $ 567 $ 28,343
Adjustable............................ 41,114 34,834 96 686 76,730
----------- ----------- ----------- ----------- -----------
$ 64,102 $ 38,103 $ 1,615 $ 1,253 $ 105,073
=========== =========== =========== =========== ===========
Scheduled contractual principal repayments may not reflect the actual
maturities of loans because of prepayments and, in the case of conventional
mortgage loans, due-on-sale clauses. The average life of mortgage loans,
particularly fixed-rate loans, tends to
37
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
increase when current mortgage loan rates are substantially higher than rates on
existing mortgage loans and, conversely, to decrease when rates on existing
mortgages are substantially higher than current mortgage loan rates.
Activity in the Loan Portfolio. The following table sets forth the
activity in the Company's net loan portfolio during the periods indicated:
Year Ended December 31,
-----------------------------------------------------------------------
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- -----------
Balance at beginning of period................... $ 157,408 $ 230,312 $ 266,299 $ 402,582 $ 295,605
----------- ----------- ----------- ----------- -----------
Originations and funded commitments:
Single family residential loans............... -- -- -- 1,987 10,681
Multi-family residential loans................ 36,165 3,692 56,657 16,799 68,076
Commercial real estate loans.................. 3,627 17,258 116,452 69,948 199,017
Commercial non-mortgage and
consumer loans.............................. -- -- -- 1,140 3,366
----------- ----------- ----------- ----------- -----------
Total loans originated (1).................. 39,792 20,950 173,109 89,874 281,140
----------- ----------- ----------- ----------- -----------
Purchases:
Single family residential loans............... -- 6,209 -- 78 305
Multi-family residential loans................ -- 45,285 -- -- --
Commercial real estate loans.................. -- 69,619 -- -- --
----------- ----------- ----------- ----------- -----------
Total loans purchased (2)................... -- 121,113 -- 78 305
----------- ----------- ----------- ----------- -----------
Sales............................................ (32,959) (53,197) -- (2,346) --
Loans transferred from available for sale........ -- -- -- 13,782 45
Principal repayments............................. (89,591) (138,530) (222,668) (306,916) (121,818)
Transfer to real estate owned.................... (2,872) (4,451) (547) (661) (1,207)
Decrease (increase) in undisbursed loan funds.... 15,774 (17,555) 15,111 67,630 (50,119)
Decrease in unamortized deferred fees............ 1,011 1,097 241 2,448 207
Decrease (increase) in allowance for loan losses. 4,851 (2,331) (1,233) (172) (1,576)
----------- ----------- ----------- ----------- -----------
Net (decrease) increase in loans................. (63,994) (72,904) (35,987) (136,283) 106,977
----------- ----------- ----------- ----------- -----------
Balance at end of period......................... $ 93,414 $ 157,408 $ 230,312 $ 266,299 $ 402,582
=========== =========== =========== =========== ===========
<FN>
(1) Originations in 2000 represent fundings of construction loans
originated in prior years.
(2) Purchases during 1999 represent loans, including undisbursed loans,
acquired as a result of the acquisition of OAC.
</FN>
38
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table sets forth certain information relating to the
Company's non-performing loans in its loan portfolio at the dates indicated:
December 31,
--------------------------------------------------------------------
2000 1999 1998 1997 1996
--------- --------- --------- --------- ---------
Non-performing loans:
Single family residential loans................. $ 316 $ 982 $ 1,169 $ 1,575 $ 2,123
Multi-family residential loans (1).............. 13,373 11,037 7,392 7,583 106
Commercial real estate and other (2)............ 4,581 19,360 488 -- 55
--------- --------- --------- --------- ---------
Total........................................ $ 18,270 $ 31,379 $ 9,049 $ 9,158 $ 2,284
========= ========= ========= ========= =========
Non-performing loans as a percentage of:
Total loans (3)................................. 19.07% 19.06% 3.85% 3.39% 0.56%
Total assets.................................... 0.81% 0.96% 0.27% 0.30% 0.09%
Allowance for loan losses as a percentage of:
Total loans (3).............................. 2.51% 4.41% 2.09% 1.37% 0.87%
Non-performing loans......................... 13.18% 23.13% 54.46% 40.35% 154.25%
<FN>
(1) Non-performing multi-family residential loans at December 31, 2000 were
comprised of 9 loans with an aggregate balance of $15,034, all of which
management believes are adequately collateralized and reserved.
(2) Non-performing commercial real estate loans at December 31, 2000 were
comprised of 6 loans with an aggregate balance of $6,258, all of which
management believes are adequately collateralized and reserved.
(3) Total loans is net of undisbursed loan proceeds and unamortized deferred
fees.
</FN>
See Note 7 to the Consolidated Financial Statements (which is
incorporated herein for reference).
MATCH FUNDED LOANS AND SECURITIES. At December 31, 2000 and 1999, the
Company held $80,549 and $105,101, respectively, of single family residential
match funded loans acquired as a result of the OAC acquisition. These loans were
previously securitized and transferred by OAC to a real estate mortgage
investment conduit on November 13, 1998. The transfer did not qualify as a sale
for accounting purposes. Accordingly, the proceeds received from the transfer
are reported as a liability (bonds-match funded agreements). The $24,552 decline
in the balance during 2000 was due to repayment of loan principal. Match funded
loans at December 31, 2000 and 1999 include $2,831 and $1,127, respectively, of
non-performing loans and are net of an allowance for loan losses of $285 and
$495, respectively.
Additionally, at December 31, 2000 and 1999 the Company held $36,438
and $52,693, respectively, of match funded securities resulting from the
Company's transfer of four unrated residual securities to a trust on December
16, 1999 in exchange for non-recourse notes. Upon the transfer, the Company
received $40,094 of proceeds. The transfer did not qualify as a sale for
accounting purposes. Accordingly, the amount of proceeds from the transfer are
reported as a liability (bonds-match funded agreements). The decline of $16,255
in the balance during 2000 was due to principal repayments.
See "Bonds-Match Funded Agreements" and Note 9 to the Consolidated
Financial Statements, (which is incorporated herein by reference). For a
glossary of the terms included in the tables below, see "Trading Securities."
39
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following tables detail the Company's match funded securities at
December 31, 2000, and its estimates of expected yields on such securities,
taking into consideration expected prepayment and loss rates together with other
factors:
ANTICIPATED
OVER YIELD TO
SECURITIZATION CLASS SIZE COLLATERIZATION MATURITY AT PROSPECTIVE
- -------------- ISSUE RATING ---------- INTEREST LEVEL AT: ----------- PROSPECTIVE
(ISSUER) SECURITY DATE RATING AGENCIES ISSUANCE 12/31/00 % 12/31/00 PURCHASE 12/31/00 12/31/00
- -------- -------- ---- ------ -------- -------- -------- -------- -------- -------- -------- --------
SASCO 1998-2 1..... X Jan-98 UR S&P, Fitch $600,052 $167,533 100.00% 2.69% OC 16.00% (2.01)% 7.16%
SASCO 1998-31...... X Mar-98 UR S&P, Fitch 769,671 197,851 100.00 6.63% OC 17.04 (0.83) 7.55
MLMI 1998-FFI 2.... X Jun-98 UR S&P, Fitch 198,155 36,529 100.00 8.14% OC 18.57 3.75 (1.03)
LHELT 1998-2 3..... X Jun-98 UR Moody's, 209,225 85,834 100.00 9.17% OC 18.55 11.06 56.38
Fitch
ACTUAL ACTUAL
WEIGHTED WEIGHTED TOTAL LIFE TO LIFE TO
AVERAGE AVERAGE DELINQUENCY DATE DATE COLLATERAL BALANCE
COUPON LTV AT AT CPR AT LOSSES AT PRODUCT TYPE AT ---------------------
SECURITIZATION AT 12/31/00 12/31/00 12/31/00 12/31/00 12/31/00 12/31/00 ISSUANCE 12/31/00
- -------------- ----------- -------- -------- -------- -------- -------------------- -------- --------
SASCO 1998-2........... 11.55% 84.27% 22.46% 35.00% $ 11,868 40% Fixed, 60% ARM $ 600,052 $ 167,533
SASCO 1998-3........... 11.63 85.19 23.79 38.79 10,252 18% Fixed, 82% ARM 769,671 197,851
MLMI 1998-FFI.......... 12.09 75.48 26.10 47.63 1,476 100% ARM 198,155 36,529
LHELT 1998-2 .......... 10.98 N/A 18.43 28.63 2,457 49% Fixed, 51% ARM 209,225 85,834
ISSUERS:
<FN>
1 Structured Asset Securities Corp.
2 Merrill Lynch Mortgage Investors, Inc.
3 Lehman Home Equity Loan Trust
</FN>
The following table sets forth the principal amount of mortgage loans by
the geographic location of the property securing the mortgages that underlie the
Company's match-funded securities at December 31, 2000:
DESCRIPTION CALIFORNIA FLORIDA WASHINGTON ILLINOIS OREGON OTHER (1) TOTAL
- ----------- ---------- ------- ---------- -------- ------ --------- -----
Single family residential ............. $ 81,471 $ 53,652 $ 22,879 $ 22,475 $ 20,487 $286,616 $487,580
Commercial ............................ -- -- 167 -- -- -- 167
-------- -------- -------- -------- -------- -------- --------
$ 81,471 $ 53,652 $ 23,046 $ 22,475 $ 20,487 $286,616 $487,747
======== ======== ======== ======== ======== ======== ========
<FN>
(1) Consists of properties located in 43 other states, none of which
aggregated over $19,634 in any one state.
</FN>
The following table presents information regarding match funded
securities summarized by classification and rating:
ANTICIPATED
ORIGINAL ANTICIPATED WEIGHTED
ANTICIPATED YIELD TO AVERAGE
YIELD TO MATURITY AT REMAINING
SINGLE-FAMILY RESIDENTIAL: FAIR VALUE PERCENT OWNED MATURITY 12/31/00 (1) COUPON LIFE(2)
---------- ------------- -------- ------------ ------ -------
Unrated residuals............................ $ 36,438 100.00% 17.24% 1.16% N/A 4.15 years
========
<FN>
(1) Changes in the December 31, 2000 anticipated yield to maturity from
that originally anticipated are primarily the result of changes in
prepayment assumptions and, to a lesser extent, loss assumptions.
(2) Equals the weighted average duration based on the December 31, 2000
book value.
</FN>
DISCOUNT LOAN PORTFOLIO, NET. The discount loan portfolio decreased
$377,201 or 41% during 2000. Resolutions and repayments, loans transferred to
real estate owned and sales more than offset acquisitions during the year.
Substantially all of the Company's discount loan portfolio is secured by first
mortgage liens on real estate.
40
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Composition of the Discount Loan Portfolio. The following table sets
forth the composition of the Company's discount loan portfolio by type of loan
at the dates indicated:
December 31,
----------------------------------------------------------------------------------
2000 1999 1998 1997 1996
------------ ------------ ------------ ------------ ------------
Principal balance:
Single family residential loans.... $ 289,883 $ 597,719 $ 597,100 $ 900,817 $ 504,049
Multi-family residential loans..... 105,591 191,971 244,172 191,302 341,796
Commercial real estate loans:
Office buildings................. 77,608 97,784 154,063 363,681 202,084
Hotels........................... 63,967 75,095 100,407 98,907 46,054
Retail properties................ 85,924 105,247 21,230 106,755 138,590
Other properties................. 36,511 87,148 173,310 131,692 79,073
------------ ------------ ------------ ------------ ------------
264,010 365,274 449,010 701,035 465,801
------------ ------------ ------------ ------------ ------------
Other loans (1).................... 17,188 21,615 10,144 1,865 2,753
------------ ------------ ------------ ------------ ------------
676,672 1,176,579 1,300,426 1,795,019 1,314,399
------------ ------------ ------------ ------------ ------------
Unaccreted discount:
Single family residential loans.... (74,184) (147,630) (161,650) (170,743) (92,167)
Multi-family residential loans.... (5,176) (37,981) (20,795) (45,944) (71,817)
Commercial real estate loans....... (40,413) (57,604) (69,747) (120,457) (77,550)
Other loans........................ -- (954) (321) (206) (374)
------------- ------------- ------------- ------------- -------------
(119,773) (244,169) (252,513) (337,350) (241,908)
------------- ------------- ------------- ------------- -------------
556,899 932,410 1,047,913 1,457,669 1,072,491
Allowance for loan losses............. (20,871) (19,181) (21,402) (23,493) (11,538)
------------ ------------ ------------ ------------ ------------
$ 536,028 $ 913,229 $ 1,026,511 $ 1,434,176 $ 1,060,953
============ ============ ============ ============ ============
<FN>
(1) Includes $17,188, $16,397 and $8,248 at December 31, 2000, 1999 and
1998, respectively, of charged-off unsecured credit card receivables
which were acquired at a discount. Collections are accounted for under
the cost recovery method.
</FN>
Activity in the Discount Loan Portfolio. The following table sets forth
the activity in the Company's net discount loan portfolio during the periods
indicated:
Year Ended December 31,
--------------------------------------------------------------------------
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- -----------
AMOUNT
Balance at beginning of period............... $ 913,229 $ 1,026,511 $ 1,434,176 $ 1,060,953 $ 669,771
Acquisitions (1)(2)(3):
Single family residential loans........... 164,920 516,744 613,201 1,061,967 365,516
Multi-family residential loans............. 21,378 78,244 231,130 57,707 310,423
Commercial real estate loans............... 25,612 157,258 264,697 656,904 433,492
Other (4).................................. 10,030 17,414 14,699 195 1,456
----------- ----------- ----------- ----------- -----------
221,940 769,660 1,123,727 1,776,773 1,110,887
----------- ----------- ----------- ----------- -----------
Resolutions and repayments (5)............... (216,480) (372,442) (539,353) (484,869) (371,228)
Loans transferred to real estate owned....... (193,469) (203,043) (382,904) (292,412) (138,543)
Sales (6).................................... (311,897) (318,022) (696,063) (518,872) (230,246)
Decrease (increase) in discount.............. 124,395 8,344 84,837 (95,442) 31,850
(Increase) decrease in allowance............ (1,690) 2,221 2,091 (11,955) (11,538)
----------- ----------- ----------- ----------- ------------
Balance at end of period..................... $ 536,028 $ 913,229 $ 1,026,511 $ 1,434,176 $ 1,060,953
========== ========== =========== =========== ===========
41
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Year Ended December 31,
--------------------------------------------------------------------------
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- -----------
NUMBER OF LOANS
Balance at beginning of period............... 8,064 8,100 12,980 5,460 4,543
Acquisitions (2)(3):
Single family residential loans............. 2,208 6,606 7,779 17,154 4,086
Multi-family residential loans............... 9 34 92 173 221
Commercial real estate loans................. 12 202 205 354 496
Other........................................ 2 6 8 22 9
----------- ----------- ----------- ----------- -----------
2,231 6,848 8,084 17,703 4,812
----------- ----------- ----------- ----------- -----------
Resolutions and repayments (5)............... (1,467) (1,241) (1,918) (1,978) (2,355)
Loans transferred to real estate owned....... (2,400) (2,367) (3,193) (1,596) (860)
Sales (6).................................... (2,407) (3,276) (7,853) (6,609) (680)
----------- ----------- ----------- ----------- -----------
Balance at end of period..................... 4,021 8,064 8,100 12,980 5,460
=========== =========== =========== =========== ===========
<FN>
(1) Acquisitions exclude certain commercial and multi-family loans which
are accounted for as investments in real estate. See "Changes in
Financial Condition - Investments in Real Estate."
(2) The decline in acquisitions during 2000, 1999 and 1998 is due not only
to a decline in the volume of non-performing loans brought to the
market as a result of the strength of the domestic economy but also to
the Company's strategic decision to move from reliance on
capital-intensive businesses toward more fee-based businesses.
(3) The 1996 data do not include the Company's pro rata share of the
$741,176 of discount loans acquired by the LLC.
(4) Acquisitions of other discount loans during 2000, 1999 and 1998
consisted primarily of charged-off unsecured credit card receivables
acquired at a discount.
(5) Resolutions and repayments consists of loans which were resolved in a
manner which resulted in partial or full repayment of the loan to the
Company, as well as principal payments on loans which have been brought
current in accordance with their original or modified terms (whether
pursuant to forbearance agreements or otherwise) or on other loans
which have not been resolved.
(6) Includes securitizations of performing single family discount loans in
1999, 1998, 1997 and 1996. See "Results of Operations - Non-interest
Income."
</FN>
Payment Status of Discount Loans. The following table sets forth certain
information relating to the contractual payment status of loans in the Company's
discount loan portfolio at the dates indicated:
December 31,
----------------------------------------------------------------------------
2000 1999 1998 1997 1996
------------- ------------- ------------- ------------- -------------
PRINCIPAL BALANCE
Loans without Forbearance Agreements:
Current................................... $ 295,616 $ 509,845 $ 578,269 $ 670,115 $ 572,043
Past due 31 days to 89 days............... 6,295 23,438 35,555 21,098 19,458
Past due 90 days or more.................. 295,226 448,312 509,838 638,319 506,113
Acquired and servicing not yet transferred -- 87,538 57,048 28,053 149,564
------------- ------------- ------------- ------------- -------------
597,137 1,069,133 1,180,710 1,357,585 1,247,178
------------- ------------- ------------- ------------- -------------
Loans with Forbearance Agreements:
Current................................... 3,888 2,958 1,180 3,140 7,554
Past due 31 days to 89 days............... 2,090 8,904 4,046 1,688 2,703
Past due 90 days or more (1).............. 73,557 95,584 114,490 432,606 56,964
------------- ------------- ------------- ------------- -------------
79,535 107,446 119,716 437,434 67,221
------------- ------------- ------------- ------------- -------------
$ 676,672 $ 1,176,579 $ 1,300,426 $ 1,795,019 $ 1,314,399
============= ============= ============= ============= =============
<FN>
(1) For loans with forbearance agreements that are contractually past due
90 days or more, the following table indicates the payment status of
the loans under the terms of their forbearance agreements:
</FN>
42
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
December 31,
---------------------------------------------------------------------------
2000 1999 1998 1997 1996
------------ ------------ ------------ ------------ ------------
Current..................................... $ 50,719 $ 67,897 $ 77,893 $ 184,526 $ 17,808
Past due 31 to 89 days...................... 2,278 27,321 32,179 131,821 15,025
Past due 90 days or more.................... 20,560 366 4,418 116,259 24,131
------------ ------------ ------------ ------------ ------------
$ 73,557 $ 95,584 $ 114,490 $ 432,606 $ 56,964
============ ============ ============ ============ ============
December 31,
------------------------------------------------------------------------
2000 1999 1998 1997 1996
--------- --------- --------- --------- ---------
PERCENTAGE OF LOANS
Loans without Forbearance Agreements:
Current.................................. 43.69% 43.33% 44.47% 37.33% 43.52%
Past due 31 days to 89 days............... 0.93 1.99 2.73 1.18 1.48
Past due 90 days or more.................. 43.63 38.10 39.21 35.56 38.51
Acquired and servicing not yet transferred -- 7.44 4.39 1.56 11.38
--------- --------- --------- --------- ---------
88.25 90.86 90.80 75.63 94.89
--------- --------- --------- --------- ---------
Loans with Forbearance Agreements:
Current................................... 0.57 0.25 0.09 0.18 0.57
Past due 31 days to 89 days............... 0.31 0.76 0.31 0.09 0.21
Past due 90 days or more.................. 10.87 8.13 8.80 24.10 4.33
--------- --------- --------- --------- ---------
11.75 9.14 9.20 24.37 5.11
--------- --------- --------- --------- ---------
100.00% 100.00% 100.00% 100.00% 100.00%
========= ========= ========= ========= =========
The following table sets forth certain information relating to the
Company's allowance for loan losses on discount loans at the dates indicated:
December 31,
------------------------------------------------------------------------
2000 1999 1998 1997 1996
--------- --------- --------- --------- ---------
Allowance for loan losses as a percentage of:
Total loans (1)........................... 3.75% 2.06% 2.04% 1.61% 1.08%
Total assets.............................. 0.93% 0.58% 0.65% 0.77% 0.46%
<FN>
(1) Total loans are net of unaccreted discount.
</FN>
See Note 8 to the Consolidated Financial Statements (which is
incorporated herein by reference).
43
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
ALLOWANCES FOR LOAN LOSSES. The Company maintains an allowance for loan
losses for each of its loan, discount loan and match funded loan portfolios at a
level which management considers adequate to provide for probable losses in each
portfolio based upon an evaluation of known and inherent risks in such
portfolios. The following tables set forth (a) the breakdown of the allowance
for loan losses on the Company's loan portfolio, discount loan portfolio and
match funded loan portfolios by loan category and (b) the percentage of loans in
each category to total loans in the respective portfolios at the dates
indicated:
December 31,
--------------------------------------------------------------------------
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- -----------
AMOUNT
Loan portfolio:
Single family residential loans........... $ 10 $ 87 $ 215 $ 512 $ 520
Multi-family residential loans............ 993 1,722 2,714 2,163 673
Commercial real estate loans.............. 1,405 5,450 1,999 1,009 2,299
Other..................................... -- -- -- 11 31
----------- ----------- ----------- ----------- -----------
$ 2,408 $ 7,259 $ 4,928 $ 3,695 $ 3,523
=========== =========== =========== =========== ===========
Discount loan portfolio:
Single family residential loans........... $ 3,483 $ 11,081 $ 10,307 $ 15,017 $ 3,528
Multi-family residential loans............ 1,805 1,681 2,457 2,616 3,124
Commercial real estate loans.............. 6,813 5,152 8,607 5,860 4,886
Other loans (1)........................... 8,770 1,267 31 -- --
----------- ----------- ----------- ----------- -----------
$ 20,871 $ 19,181 $ 21,402 $ 23,493 $ 11,538
=========== =========== =========== =========== ===========
Match funded loans:
Single family residential loans........... $ 285 $ 495 $ -- $ -- $ --
=========== =========== =========== =========== ===========
<FN>
(1) Allowance for loan losses on other discount loans pertains to the
Company's charged-off unsecured credit card receivables acquired at a
discount.
</FN>
December 31,
-------------------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
PERCENTAGE OF LOANS TO TOTAL LOANS
Loan portfolio:
Single family residential loans........... 0.8% 2.3% 12.4% 15.7% 14.6%
Multi-family residential loans............ 42.5 42.5 30.9 24.2 13.5
Commercial real estate loans.............. 56.7 55.2 56.7 60.0 71.3
Other..................................... -- -- -- 0.1 0.6
---------- ---------- ---------- ---------- ----------
100.0% 100.0% 100.0% 100.0% 100.0%
========== ========== ========== ========== ==========
Discount loan portfolio:
Single family residential loans........... 42.8% 48.3% 41.6% 50.1% 38.4%
Multi-family residential loans............ 15.6 16.5 21.3 10.0 25.2
Commercial real estate loans.............. 39.0 33.0 36.2 39.8 36.2
Other loans............................... 2.6 2.2 0.9 0.1 0.2
---------- ---------- ---------- ---------- ----------
100.0% 100.0% 100.0% 100.0% 100.0%
========== ========== ========== ========== ==========
Match funded loans:
Single family residential loans........... 100.0% 100.0% --% --% --%
========== ========== ========== ========== ==========
The allocation of the allowance to each category is not necessarily
indicative of future losses and does not restrict the use of the allowance to
absorb losses in any other category.
44
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table sets forth an analysis of activity in the allowance
for loan losses relating to the Company's loan portfolio during the periods
indicated:
Year Ended December 31,
-------------------------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- --------- -------- --------
Balance at beginning of period................... $ 7,259 $ 4,928 $ 3,695 $ 3,523 $ 1,947
Provision for loan losses........................ 4 1,636 891 325 1,872
Charge-offs:
Single family residential loans............... -- (8) (212) (100) (261)
Multi-family residential loans................ (1,662) -- -- -- (7)
Commercial real estate loans.................. (3,193) -- -- -- --
Consumer loans................................ -- -- (7) (53) (28)
-------- -------- --------- -------- --------
Total charge-offs........................... (4,855) (8) (219) (153) (296)
Recoveries:
Commercial real estate loans.................. -- -- 561 -- --
-------- -------- -------- -------- --------
Net (charge-offs) recoveries................ (4,855) (8) 342 (153) (296)
-------- -------- -------- -------- --------
Acquired allowance (OAC acquisition)............. -- 703 -- -- --
-------- -------- -------- -------- --------
Balance at end of period......................... $ 2,408 $ 7,259 $ 4,928 $ 3,695 $ 3,523
======== ======== ======== ======== =======
Net (charge-offs) recoveries as a percentage of
average loan portfolio ....................... (3.37%) (--%) 0.13% (0.04%) (0.09%)
The following table sets forth an analysis of activity in the allowance
for loan losses relating to the Company's discount loan portfolio during the
periods indicated:
Year Ended December 31,
----------------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ----------- ---------- ----------
Balance at beginning of period.................... $ 19,181 $ 21,402 $ 23,493 $ 11,538 $ --
Provision for loan losses......................... 15,266 5,434 17,618 31,894 20,578
Charge-offs:
Single family residential loans................ (7,132) (4,409) (14,574) (13,281) (7,009)
Multi-family residential loans................. (888) (912) (2,648) (2,056) (704)
Commercial real estate loans................... (6,193) (2,687) (2,888) (5,012) (1,503)
Other loans.................................... -- (44) (20) -- --
---------- ---------- ----------- ---------- ----------
Total charge-offs........................... (14,213) (8,052) (20,130) (20,349) (9,216)
----------- ---------- ----------- ---------- ----------
Recoveries:
Single family residential loans................ 616 397 421 410 176
Commercial real estate loans................... 21 -- -- -- --
---------- ---------- ---------- ---------- ----------
Total recoveries............................ 637 397 421 410 176
---------- ---------- ---------- ---------- ----------
Net charge-offs............................. (13,576) (7,655) (19,709) (19,939) (9,040)
---------- ---------- ---------- ---------- ----------
Balance at end of period.......................... $ 20,871 $ 19,181 $ 21,402 $ 23,493 $ 11,538
========== ========== ========== ========== ==========
Net charge-offs as a percentage of average discount
loan portfolio................................. (1.66%) (0.80%) (1.52%) (1.55%) (1.34%)
INVESTMENTS IN LOW-INCOME HOUSING TAX CREDIT INTERESTS. The Company has
invested in multi-family residential projects which have been allocated
low-income housing tax credits under Section 42 of the Internal Revenue Code of
1986, as amended, by a state tax credit allocating agency. At December 31, 2000,
the Company had $55,729 of such investments, as compared to $150,989 at December
31, 1999. The $95,230 decrease during 2000 is due to the Company's sale of its
investment in ten projects with an aggregate carrying value of $27,402 and the
transfer of twenty-five projects with a carrying value of $81,097 to held for
sale, offset by additional investments in existing projects. See "Low-Income
Housing Tax Credit Interests Held for Sale" below and Note 16 to the
Consolidated Financial Statements (which is incorporated herein by reference).
LOW-INCOME HOUSING TAX CREDIT INTERESTS HELD FOR SALE. At December 31,
2000, the Company's investments in low-income housing tax credit interests held
for sale amounted to $87,083 as compared to $0 at December 31, 1999. During
2000, the Company
45
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
entered into agreements to sell twenty-five of its low-income housing tax credit
properties, together with the related tax credits. Although these agreements
resulted in the transfer of tax credits and operating results for these
properties to the purchaser, they did not qualify as sales for accounting
purposes primarily due to insufficient cash received at signing, as well as to
certain contingencies with respect to potential repurchase requirements. As a
result, the Company has reclassified these properties as held for sale and has
valued them at the lower of cost or fair value less disposal costs. The Company
recorded a charge to earnings during 2000 of $6,448 reflecting the expected net
loss to be incurred upon completion of these transactions. See Note 15 to the
Consolidated Financial Statements (which is incorporated herein by reference).
INVESTMENTS IN UNCONSOLIDATED ENTITIES. Investments in unconsolidated
entities amounted to $430 and $37,118 at December 31, 2000 and 1999,
respectively. The decrease of $36,688 during 2000 was primarily the result of
the Company's sale of its investment in Kensington. Prior to the sale in
November, the Company recorded equity in the losses of its investment in
Kensington of $5,280.
See Note 2 and Note 10 to the Consolidated Financial Statements (which
are incorporated herein by reference).
REAL ESTATE OWNED, NET. Real estate owned, net, decreased by $21,087 or
13% during 2000. Sales of real estate owned more than offset loan foreclosures
during the year. Real estate owned consists almost entirely of properties
acquired by foreclosure or deed-in-lieu thereof on loans in the Company's
discount loan portfolio.
The following table sets forth the composition of real estate owned by
loan portfolio at the dates indicated:
December 31,
-----------------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
Discount loan portfolio:
Single family residential.................. $ 55,751 $ 72,193 $ 94,641 $ 76,409 $ 49,728
Multi-family residential................... 149 2,601 20,130 16,741 14,046
Commercial real estate..................... 88,214 85,233 82,591 71,339 36,264
---------- ---------- ---------- ---------- ----------
Total.................................... 144,114 160,027 197,362 164,489 100,038
Loan portfolio................................ 1,384 2,183 227 357 592
Loans available for sale...................... 921 5,296 3,962 2,419 3,074
---------- ---------- ---------- ---------- ----------
$ 146,419 $ 167,506 $ 201,551 $ 167,265 $ 103,704
========== ========== ========== ========== ==========
The following tables set forth the activity in the real estate owned
during the periods indicated:
Year Ended December 31,
----------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ----------- ----------
AMOUNT
Balance at beginning of period......................... $ 167,506 $ 201,551 $ 167,265 $ 103,704 $ 166,556
Properties acquired through foreclosure or deed-in-lieu
thereof:
Discount loans....................................... 193,469 203,043 382,904 292,412 138,543
Loans available for sale............................. 4,669 13,281 7,787 5,569 3,671
Loan portfolio....................................... 2,872 4,451 547 661 1,207
Less discount transferred............................ (60,246) (63,664) (110,716) (93,021) (41,323)
---------- ---------- ---------- ----------- ----------
140,764 157,111 280,522 205,621 102,098
---------- ---------- ---------- ---------- ----------
Acquired in connection with acquisitions of discount
loans................................................. 9,059 47,808 19,949 38,486 2,529
Sales.................................................. (169,949) (237,108) (263,206) (179,693) (160,592)
Increase in valuation allowance........................ (961) (1,856) (2,979) (853) (6,887)
---------- ---------- ---------- ---------- ----------
Balance at end of period............................... $ 146,419 $ 167,506 $ 201,551 $ 167,265 $ 103,704
========== ========== ========== ========== ==========
46
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Year Ended December 31,
----------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
NUMBER OF PROPERTIES
Balance at beginning of period......................... 1,672 1,999 1,505 825 1,070
Properties acquired through foreclosure or deed-in-lieu
thereof:
Discount loans....................................... 2,400 2,367 3,193 1,596 860
Loans available for sale............................. 47 157 82 54 51
Loan portfolio....................................... 8 10 3 6 7
---------- ---------- ---------- ---------- ----------
2,455 2,534 3,278 1,656 918
---------- ---------- ---------- ---------- ----------
Acquired in connection with acquisitions of discount
loans................................................. 171 931 303 545 12
Sales.................................................. (3,000) (3,792) (3,087) (1,521) (1,175)
---------- ---------- ---------- ---------- ----------
Balance at end of period............................... 1,298 1,672 1,999 1,505 825
========== ========== ========== ========== ==========
The following table sets forth the amount of time that the Company had
held its real estate owned at the dates indicated:
December 31,
---------------------------------------------------------------------------------
2000 1999 1998 1997 1996
------------ ------------ ------------ ------------ ------------
One to two months..................... $ 17,832 $ 30,695 $ 38,444 $ 83,144 $ 17,695
Three to four months.................. 11,450 26,532 79,264 28,912 15,291
Five to six months.................... 9,494 11,263 27,115 20,929 14,348
Seven to 12 months.................... 18,426 28,606 26,122 23,621 13,004
Over 12 months........................ 89,217 70,410 30,606 10,659 43,366
------------ ------------ ------------ ------------ ------------
$ 146,419 $ 167,506 $ 201,551 $ 167,265 $ 103,704
============ ============ ============ ============ ============
The Company actively manages its real estate owned. Sales of real
estate owned resulted in (losses) gains, net of the provision for loss, of
$(4,159), $8,257 and $25,213 during 2000, 1999 and 1998, respectively, which are
included in determining the Company's gain (loss) on real estate owned. Real
estate owned that the Company has held in excess of one year as of December 31,
2000 includes a large retail property with a carrying value of $46,911. As
anticipated, this property migrated into the over 12 month category in 1999,
because it was being repositioned for sale. Also included in the balance of real
estate owned held in excess of one year at December 31, 2000 is an office
building with a carrying value of $12,386 which was subsequently sold in January
2001. The average period during which the Company held the real estate owned,
which was sold during the years ended December 31, 2000, 1999 and 1998, was 7
months, 6 months and 6 months, respectively.
Properties acquired through foreclosure or by deed-in-lieu thereof are
valued at the lower of amortized cost or fair value after foreclosure.
Properties included in the Company's real estate owned portfolio are
periodically re-evaluated to determine that they are being carried at the lower
of cost or fair value less estimated costs to sell. Holding and maintenance
costs related to properties are recorded as expenses in the period incurred.
Decreases in value resulting from valuation adjustments to real estate owned
subsequent to acquisition are recognized as a valuation allowance. Subsequent
increases related to the valuation of real estate owned are reflected as a
reduction in the valuation allowance, but not below zero. Increases and
decreases in the valuation allowance are charged or credited to income,
respectively.
The following table sets forth the activity, in aggregate, in the
valuation allowance on real estate owned during the periods indicated:
Year Ended December 31,
--------------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ---------
Balance at beginning of year...................... $ 17,181 $ 15,325 $ 12,346 $ 11,493 $ 4,606
Provisions for losses............................. 26,674 28,008 18,626 13,450 18,360
Charge-offs and sales............................. (25,713) (26,152) (15,647) (12,597) (11,473)
---------- ---------- ---------- ---------- ---------
Balance at end of year............................ $ 18,142 $ 17,181 $ 15,325 $ 12,346 $ 11,493
========== ========== ========== ========== =========
Valuation allowance as a percentage of total gross
real estate owned (1).......................... 11.02% 9.30% 7.07% 6.87% 9.98%
<FN>
(1) The higher percentages at December 31, 2000 and 1999 reflect increases
in the amount of real estate owned which the Company has held in excess
of one year, as discussed above.
</FN>
47
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
From time to time, the Company makes loans to finance the sale of real
estate owned. At December 31, 2000, such loans amounted to $2,960 of commercial
loans. All of the Company's loans to finance the sale of real estate owned were
performing in accordance with their terms at December 31, 2000.
See Note 11 to the Consolidated Financial Statements (which is
incorporated herein by reference).
INVESTMENT IN REAL ESTATE. The Company's investments in real estate
amounted to $122,761 and $268,241 at December 31, 2000 and 1999, respectively.
The $145,480 decline during 2000 was primarily due to the transfer of 6
properties with an aggregate carrying value of $174,480 to held for sale, offset
in part by the purchase of certain acquisition, development and construction
loans which are accounted for as investments in real estate. Under the terms of
these loans, which had a carrying value of $45,786 at December 31, 2000, the
Company participates in the expected residual profits of the underlying real
estate and the borrower has not contributed substantial equity to the project.
As such, the Company accounts for these loans under the equity method as though
it had an investment in a real estate limited partnership.
The Company's properties held for investment at December 31, 2000 are
comprised of the following:
Date
Acquired Property Location Square Feet Property Type % Leased Carrying Value
-------- -------- -------- ----------- ------------- -------- --------------
07/22/98 (1) 841 Prudential Drive Jacksonville, FL 550,000 Office Bldg. 99.78% $ 34,121
04/09/98 (1) 7075 Bayers Road Halifax, Nova Scotia 402,529 Shopping Ctr. 66.23 20,648
Accumulated depreciation (2,359)
----------
$ 52,410
<FN>
(1) Acquired by the Company through the acquisition of OAC in October 1999.
</FN>
Prudential Building. In July 1998, OAC purchased the Prudential
Building, a 515,000 square foot, 22-story office building located in the central
business district of Jacksonville, Florida for an aggregate purchase price of
$36.0 million, plus closing costs. The purchase price was funded with cash on
hand and advances from a line of credit. Simultaneously with this closing, OAC
also leased 98% of the building back to the Prudential Insurance Co. of America
for a term expiring July 31, 2002 and sold two adjacent parking areas to a
neighboring hospital for approximately $4.1 million. Aetna U.S. Healthcare has
executed a 7-year lease, commencing on August 1, 2002, for approximately 297,000
square feet. This lease is contingent upon, among other factors, the
construction and completion of an 1,100 space parking garage prior to the
commencement date.
Bayer's Road Shopping Centre. In April 1998, OAC acquired the Bayers
Road Shopping Centre, which is located at 7075 Bayers Road in Halifax, Nova
Scotia. The property was acquired by foreclosure on the loans secured by the
property, which were acquired by OAC at a discount in September 1997. The
property contains 408,183 square feet of space, which consists primarily of
retail space but also includes some office space and storage space. The original
buildings were built in 1956 and were enclosed and expanded in several phases
between 1971 and 1987. The property was approximately 66.23% leased at December
31, 2000. The Company currently is implementing a renovation plan to establish
the second level as a community shopping center anchored by value-oriented
retailers while filling the lower level with service providers, discount
retailers and entertainment uses. The third level will remain office space.
The following table sets forth various information for each investment
in real estate through December 31, 2000:
Gross Book
Initial Cost Fair Value Value at Accumulated Rents due and 2000 Total
Property to OAC Adjustments 12/31/00 Depreciation accrued at end Rental Income
- -------- ----------- ----------- ----------- ---------- ----------- -----------
Prudential.................... $ 32,827 $ (716) $ 34,121 $ 1,323 $ 2,561 $ 8,303
Bayers Road................... 15,219 (1,866) 20,648 1,036 170 3,010
----------- ----------- ----------- ---------- ----------- -----------
Total...................... $ 48,046 $ (2,582) $ 54,769 $ 2,359 $ 2,731 $ 11,313
=========== =========== =========== ========== =========== ===========
48
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table sets forth a summary schedule of the total lease
expirations for the Company's investments in real estate for leases in place as
of December 31, 2000, assuming that none of the tenants exercise renewal options
or termination rights, if any, at or prior to the scheduled expirations.
Percentage of Average Base Percentage of
Aggregate Annualized Rent per Aggregate
Number of Square Footage Portfolio Base Rent of Square Foot of Portfolio
Year of Lease Leases of Expiring Leased Square Expiring Expiring Annualized Base
Expiration(1) Expiring Leases Feet Leases (2) Leases (3) Rent
- ------------- -------- ------ ---- ---------- ---------- ----
2001 10 26,560 3.72% $ 90 3.39 1.70%
2002 7 495,204 69.41 4,487 9.06 84.65
2003 6 10,700 1.50 43 3.99 0.80
2004 5 9,782 1.37 33 3.36 0.62
2005 12 39,772 5.57 133 3.36 2.52
2006 3 96,601 13.54 334 3.46 6.31
2007 -- -- -- -- -- --
2008 1 14,123 1.98 53 3.72 0.99
2009 1 4,409 0.62 42 9.57 0.80
2010 1 16,348 2.29 86 5.24 1.61
Thereafter -- -- -- -- -- --
----- ---------- ----------- -------- --------
46 713,499 100.00% $ 5,301 100.00%
===== ========== =========== ======== ========
<FN>
(1) Lease year runs from January 1 to December 31 for all years.
(2) Annualized base rent is calculated based on the amount of rent
scheduled from January 1 of the listed year to the lease expiration.
(3) Average base rent per square foot is calculated using the annualized
base rent divided by the square footage.
</FN>
The Company regularly engages in negotiations with existing tenants to
extend leases due to expire as well as to enter into new leases with other
interested parties. Square footage involved in such negotiations may vary from a
small sub-tenancy to substantially all the available space at any given
property.
Non-cancellable operating leases with tenants expire on various dates
through 2010. The future minimum rental income (base rent) to be received under
leases existing as of December 31, 2000, are as follows:
2001........................................................ $ 8,582
2002........................................................ 5,354
2003........................................................ 869
2004........................................................ 791
2005........................................................ 547
Thereafter.................................................. 1,381
-----------
$ 17,524
===========
See "Real Estate Held for Sale" below and Note 13 to the Consolidated
Financial Statements (which is incorporated herein by reference).
49
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
REAL ESTATE HELD FOR SALE. The Company's real estate held for sale
amounted to $22,670 at December 31, 2000 as compared to $0 at December 31, 1999,
and was comprised of the following properties:
Date
Acquired Property Location Square Feet Property Type % Leased Carrying Value
-------- -------- -------- ----------- ------------- -------- --------------
11/10/97 (1) Cortez Plaza............ Bradenton, FL 290,673 Shopping Ctr. 94.34 $ 21,636
10/01/98 (1) Holiday Village......... Havre, MT 195,285 Shopping Ctr. 54.32 1,034
---------
$ 22,670
=========
<FN>
(1) Acquired by the Company through the acquisition of OAC in October 1999.
</FN>
Set forth below is a brief description of each of the above properties:
Cortez Plaza. In November 1997, OAC purchased Cortez Plaza, a 289,686
square foot shopping center located in Bradenton, Florida, a suburb of Tampa.
OAC purchased this property, which was built in 1956 and renovated in 1988, for
$18.4 million. In a separate transaction, the fee simple title to a large
portion of the shopping center that had been subject to a ground lease was
purchased simultaneously for $0.9 million, which resulted in a total investment
in this property of $19.3 million.
Holiday Village Shopping Centre. In October 1998, OAC acquired the
Holiday Village Shopping Centre, which is located at 1753 Highway 2 West in
Havre, Montana. The property was acquired by foreclosure on the loan secured by
the property, which was acquired by OAC at a discount in November 1997. The
property contains 223,355 square feet of retail space. The original building was
built in 1978. An impairment charge of $704 was recorded in 2000, and the
property was sold in January 2001.
During 2000, the Company transferred the two properties discussed
above, as well as the four properties discussed below, with an aggregate
carrying value of $174,480 from the held for investment category to held for
sale. The Company engaged unaffiliated third parties to market and sell these
properties.
During the second quarter of 2000, the Company sold its office building
located at 690 Market Street in San Francisco, which had a book value of
$23,273, for $28,000, less commissions and closing costs for a gain of $3,897.
The net proceeds consisted of cash of approximately $7,100 and a note receivable
of $19,000. The Note has subsequently been paid off.
During the third quarter of 2000, the Company sold its office building
located at 10 United Nations Plaza in San Francisco for $15,500, less
commissions and closing costs, for a gain of $2,722. Also during the third
quarter of 2000, the Company sold its office building located at 450 Sansome
Street in San Francisco for $44,350, less commission and closing costs, for a
gain of $14,054.
During the fourth quarter of 2000, the Company sold its office building
located at 225 Bush Street in San Francisco for $143.5 million, realizing net
proceeds of approximately $60,300 and a gain of $133.
See Note 12 to the Consolidated Financial Statements (which is
incorporated herein by reference).
DEFERRED TAX ASSET. At December 31, 2000, the deferred tax asset, net
of deferred tax liabilities and valuation allowance, amounted to $95,991, as
compared to $136,920 at December 31, 1999. The $40,929 decrease during 2000 was
due in large part to an increase in the valuation allowance of $17,500 resulting
from the Company's evaluation of the future realizability of the deferred tax
asset. Depending on the results of operations in future periods, additional
allowances may be required or the valuation allowance may be reversed to income
to the extent the deferred tax assets are realized as a reduction of taxes
otherwise payable. See Note 25 to the Consolidated Financial Statements (which
is incorporated herein by reference) for a disclosure of the components of gross
deferred tax assets and liabilities, as well as valuation allowances.
50
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
ADVANCES ON LOANS AND LOANS SERVICED FOR OTHERS. Escrow advances
related to loan portfolios and loans serviced for others consisted of the
following at the dates indicated:
December 31, December 31,
2000 1999
----------- -----------
Loan Portfolios:
Taxes and insurance..................... $ 11,168 $ 19,967
Other................................... 11,840 11,594
----------- -----------
23,008 31,561
----------- -----------
Loans Serviced for Others:
Principal and interest.................. 95,191 58,497
Taxes and insurance..................... 64,159 41,569
Other................................... 44,697 30,921
----------- -----------
204,047 130,987
----------- -----------
$ 227,055 $ 162,548
=========== ===========
See Note 14 to the Consolidated Financial Statements (which is
incorporated herein by reference).
MORTGAGE SERVICING RIGHTS. The unamortized balance of mortgage
servicing rights amounted to $51,426 and $11,683 at December 31, 2000 and 1999,
respectively. The $39,743 increase during 2000 is due to $49,779 of purchases,
offset by $10,036 of amortization. See Note 14 to the Consolidated Financial
Statements (which is incorporated herein by reference).
DEPOSITS. Deposits decreased $556,287 or 31% during 2000 primarily as a
result of a $357,732 decrease in certificates of deposit, primarily brokered,
and a $182,794 decrease in non-interest bearing checking. The decrease in
non-interest bearing checking deposits is primarily due to the transfer of
custodial deposit balances, primarily representing collections of principal and
interest from borrowers which have yet to be remitted to investors, to a
correspondent bank. See Note 18 to the Consolidated Financial Statements (which
is incorporated herein by reference).
The following table sets forth information related to the Company's
deposits at the dates indicated:
Year Ended December 31,
---------------------------------------------------------------------------------------------
2000 1999 1998
------------------------------ ------------------------------- ------------------------------
Weighted Weighted Weighted
Average % of Total Average % of Total Average % of Total
Amount Rate Deposits Amount Rate Deposits Amount Rate Deposits
---------- -------- ---------- ---------- -------- ---------- ---------- -------- ----------
Non-interest bearing checking
accounts ...................... $ 69,840 --% 5.5% $ 252,634 --% 13.9% $ 225,404 --% 10.4%
NOW and money market checking
accounts ...................... 14,669 5.33% 1.2 30,343 3.95% 1.7 35,070 3.40% 1.6
Savings accounts ................. 1,274 2.38% 0.1 1,361 2.38% 0.1 1,326 2.30% 0.1
---------- ------- ---------- ------- ---------- -------
85,783 6.8 284,338 15.7 261,800 12.1
---------- ---------- ----------
Certificates of deposit (1)(2) ... 1,176,566 1,536,997 1,916,548
Unamortized deferred fees ........ (3,989) (6,688) (9,557)
---------- ---------- ----------
Total certificates of deposit .... 1,172,577 6.33% 93.2 1,530,309 5.92% 84.3 1,906,991 5.78% 87.9
---------- ------- ---------- ------- ---------- -------
1,258,360 100.0% $1,814,647 100.0% $2,168,791 100.0%
========== ======= ========== ======= ========== =======
<FN>
(1) Included $964,443, $1,379,262 and $1,718,346 at December 31, 2000, 1999
and 1998, respectively, of brokered deposits originated through
national, regional and local investment banking firms which solicit
deposits from their customers, all of which are non-cancellable.
(2) At December 31, 2000, 1999 and 1998, certificates of deposit issued on
an uninsured basis (greater than $100) amounted to $75,417, $155,205
and $122,329, respectively. Of the $75,417 of uninsured deposits at
December 31, 2000, $24,781 were from political subdivisions in New
Jersey and were secured or collateralized as required under state law.
</FN>
51
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table sets forth remaining maturities for the Company's
term deposits in amounts of $100 or more at December 31, 2000:
Three months or less............................................. $ 35,938
Over three months through six months............................. 15,608
Over six months through twelve months............................ 46,756
Thereafter....................................................... 27,518
--------
$125,820
========
BONDS-MATCH FUNDED AGREEMENTS. At December 31, 2000 and 1999, the
Company held $107,050 and $141,515, respectively, of bonds-match funded
agreements which arose in connection with a previous securitization of loans by
OAC accounted for as a financing transaction, and which were acquired as a
result of the acquisition of OAC. In addition, on December 16, 1999, the Company
transferred four unrated residual securities to a trust in exchange for
non-recourse notes. The transfer did not qualify as a sale under FAS 125.
Accordingly, the amount of proceeds from the transfers are reported as a
liability. The $34,465 decline in the balance of bonds-match funded agreements
outstanding during 2000 was due to principal repayments offset by amortization
of discount. See Notes 9 and 19 to the Consolidated Financial Statements (which
are incorporated herein by reference).
NOTES, DEBENTURES AND OTHER INTEREST-BEARING OBLIGATIONS. Notes,
debentures and other interest-bearing obligations amounted to $173,330 and
$317,573 at December 31, 2000 and 1999, respectively. The $144,243 or 45%
decrease during 2000 is primarily due to repurchases. These repurchases resulted
in extraordinary gains of $17,964 ($11,317 after tax). See Note 21 to the
Consolidated Financial Statements (which is incorporated herein by reference)
for a disclosure of the Company's notes, debentures and other interest-bearing
obligations by maturity at December 31, 2000 and 1999.
OBLIGATIONS OUTSTANDING UNDER LINES OF CREDIT. At December 31, 2000,
the Company had $32,933 of obligations outstanding under lines of credit as
compared to $187,866 at December 31, 1999. The $154,933 or 82% decrease is
primarily the result of repayments of lines previously secured by loans and real
estate properties held for sale which were sold during 2000. See Note 20 to the
Consolidated Financial Statements (which is incorporated herein by reference).
COMPANY OBLIGATED, MANDATORILY REDEEMABLE SECURITIES OF SUBSIDIARY
TRUST HOLDING SOLELY JUNIOR SUBORDINATED DEBENTURES OF THE COMPANY ("CAPITAL
SECURITIES"). The outstanding balance of the 10.875% Capital Securities amounted
to $79,530 and $110,000 at December 31, 2000 and 1999, respectively. During
2000, the Company repurchased $30,470 of its Capital Securities in the open
market, resulting in extraordinary gains of $11,470 ($7,396 net of taxes). See
Note 22 to the Consolidated Financial Statements (which is incorporated herein
by reference).
STOCKHOLDERS' EQUITY. Stockholders' equity amounted to $503,426 at
December 31, 2000 as compared to $509,442 at December 31, 1999, a decrease of
$6,016. The decrease was primarily due to the repurchase of 1,388,300 shares of
common stock in the aggregate amount of $8,996 during the first quarter of 2000,
offset in part by net income of $2,192. On September 30, 2000, the Company
changed its policy for securities available for sale and match funded securities
to account for these securities as trading. As a result, net unrealized holding
gains and losses on trading securities are now included in earnings. Previously,
unrealized holding gains and losses for these securities were reported as a
separate component of accumulated other comprehensive income in stockholders'
equity. See Consolidated Statements of Changes in Stockholders' Equity and Notes
1 and 27 to the Consolidated Financial Statements (which are incorporated herein
by reference).
52
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
ASSET AND LIABILITY MANAGEMENT
Asset and liability management is concerned with the timing and
magnitude of the repricing of assets and liabilities. It is the objective of the
Company to attempt to control risks associated with interest rate and foreign
currency exchange rate movements. In general, management's strategy is to match
asset and liability balances within maturity categories and to manage foreign
currency rate exposure related to its investments in non-U.S. dollar functional
currency operations in order to limit the Company's exposure to earnings
variations and variations in the value of assets and liabilities as interest
rates and foreign currency exchange rates change over time. The Company's asset
and liability management strategy is formulated and monitored by the
Asset/Liability Management Committee (the "Committee"), which is composed of
directors and officers of the Company, in accordance with policies approved by
the Board of Directors of the Company. The Committee meets to review, among
other things, the sensitivity of the Company's assets and liabilities to
interest rate changes and foreign currency exchange rate changes, the book and
market values of assets and liabilities, unrealized gains and losses, including
those attributable to hedging transactions, purchase and sale activity, and
maturities of investments and borrowings. The Committee also approves and
establishes pricing and funding decisions with respect to overall asset and
liability composition.
The Committee's methods for evaluating interest rate risk include an
analysis of the Company's interest rate sensitivity "gap," which is defined as
the difference between interest-earning assets and interest-bearing liabilities
maturing or repricing within a given time period. A gap is considered positive
when the amount of interest-rate sensitive assets exceeds the amount of
interest-rate sensitive liabilities. A gap is considered negative when the
amount of interest-rate sensitive liabilities exceeds interest-rate sensitive
assets. During a period of rising interest rates, a negative gap would tend to
adversely affect net interest income, while a positive gap would tend to result
in an increase in net interest income. During a period of falling interest
rates, a negative gap would tend to result in an increase in net interest
income, while a positive gap would tend to affect net interest income adversely.
Because different types of assets and liabilities with the same or similar
maturities may react differently to changes in overall market rates or
conditions, changes in interest rates may affect net interest income positively
or negatively even if an institution were perfectly matched in each maturity
category.
The following table sets forth the estimated maturity or repricing of
the Company's interest-earning assets and interest-bearing liabilities at
December 31, 2000. The amounts of assets and liabilities shown within a
particular period were determined in accordance with the contractual terms of
the assets and liabilities, except (i) adjustable-rate loans, performing
discount loans, securities and FHLB advances are included in the period in which
they are first scheduled to adjust and not in the period in which they mature,
(ii) fixed-rate mortgage-related securities reflect estimated prepayments, which
were estimated based on analyses of broker estimates, the results of a
prepayment model utilized by the Company and empirical data, (iii)
non-performing discount loans reflect the estimated timing of resolutions which
result in repayment to the Company, (iv) NOW and money market checking deposits
and savings deposits, which do not have contractual maturities, reflect
estimated levels of attrition, which are based on detailed studies of each such
category of deposit by the Company and (v) escrow deposits and other
non-interest bearing checking accounts, which amounted to $69,840 at December
31, 2000, are excluded. Management believes that these assumptions approximate
actual experience and considers them reasonable; however, the interest rate
sensitivity of the Company's assets and liabilities in the table could vary
substantially if different assumptions were used or actual experience differs
from the historical experience on which the assumptions are based.
53
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
December 31, 2000
------------------------------------------------------------------------
More Than
Within Three Four to One Year to Three Years
Months Twelve Months Three Years and Over Total
------------ ------------- ------------ ------------ ------------
RATE-SENSITIVE ASSETS:
Interest-earning deposits...................... $ 134,987 $ -- $ -- $ -- $ 134,987
Trading securities............................. 91,444 166,704 58,091 74,003 390,242
Loans available for sale (1)................... 574 5,239 2,376 2,421 10,610
Investment securities, net..................... 13,257 -- -- -- 13,257
Loan portfolio, net (1)........................ 47,338 12,102 31,692 2,282 93,414
Discount loan portfolio, net (1)............... 61,555 228,553 142,064 103,856 536,028
Match funded loans and securities, net (1)..... 2,786 36,521 41,968 35,712 116,987
------------ ------------ ------------ ------------ ------------
Total rate-sensitive assets................... 351,941 449,119 276,191 218,274 1,295,525
------------ ------------ ------------ ------------ ------------
RATE-SENSITIVE LIABILITIES:
NOW and money market checking deposits......... 12,849 209 447 1,164 14,669
Savings deposits............................... 145 174 344 611 1,274
Certificates of deposit........................ 147,050 495,292 431,183 99,052 1,172,577
------------ ------------ ------------ ------------ ------------
Total interest-bearing deposits................ 160,044 495,675 431,974 100,827 1,188,520
Bonds-match funded agreements.................. 73,144 17,024 8,002 8,880 107,050
Obligations outstanding under lines of credit.. 32,933 -- -- -- 32,933
Notes, debentures and other.................... 6,235 -- 100,050 67,045 173,330
------------ ------------ ------------ ------------ ------------
Total rate-sensitive liabilities.............. 272,356 512,699 540,026 176,752 1,501,833
------------ ------------ ------------ ------------ ------------
Interest rate sensitivity gap excluding financial
instruments................................... 79,585 (63,580) (263,835) 41,522 (206,308)
FINANCIAL INSTRUMENTS:
Interest rate swap............................... 33,000 (33,000) -- -- --
Interest rate caps............................... -- -- 345 -- 345
Interest rate floors............................. -- -- 154 -- 154
------------ ------------ ------------ ------------ ------------
Total rate-sensitive financial instruments....... 33,000 (33,000) 499 -- 499
------------ ------------ ------------ ------------ ------------
Interest rate sensitivity gap including financial
instruments................................... $ 112,585 $ (96,580) $ (263,336) $ 41,522 $ (205,809)
============ ============ ============ ============ ============
Cumulative interest rate sensitivity gap......... $ 112,585 $ 16,005 $ (247,331) $ (205,809)
============ ============ ============ ============
Cumulative interest rate sensitivity gap as a
percentage of total rate-sensitive assets...... 8.69% 1.24% (19.09)% (15.89)%
<FN>
(1) Balances have not been reduced for non-performing loans.
</FN>
54
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The OTS has established specific minimum guidelines for thrift
institutions to observe in the area of interest rate risk as described in Thrift
Bulletin No. 13a, "Management of Interest Rate Risk, Investment Securities, and
Derivative Activities" ("TB 13a"). Under TB 13a, institutions are required to
establish and demonstrate quarterly compliance with board-approved limits on
interest rate risk that are defined in terms of net portfolio value ("NPV"),
which is defined as the net present value of an institution's existing assets,
liabilities and off-balance sheet instruments. These limits specify the minimum
net portfolio value ratio ("NPV Ratio") allowable under current interest rates
and hypothetical interest rate scenarios. An institution's NPV Ratio for a given
interest rate scenario is calculated by dividing the NPV that would result in
that scenario by the present value of the institution's assets in that same
scenario. The hypothetical scenarios are represented by immediate, permanent,
parallel movements (shocks) in the term structure of interest rates of plus and
minus 100, 200 and 300 basis points from the actual term structure observed at
quarter end. The current NPV Ratio for each of the seven rate scenarios and the
corresponding limits approved by the Board of Directors, and as applied to OCN,
are as follows at December 31, 2000:
Board Limits Current
Rate Shock in basis points (minimum NPV Ratios) NPV Ratios
- -------------------------- -------------------- ----------
+300 5.00% 26.59%
+200 6.00% 26.53%
+100 7.00% 26.45%
0 8.00% 26.36%
-100 7.00% 26.30%
-200 6.00% 26.31%
-300 5.00% 26.43%
The Committee also regularly reviews interest rate risk by forecasting
the impact of alternative interest rate environments on net interest income and
NPV and evaluating such impacts against the maximum potential changes in net
interest income and NPV that is authorized by the Board of Directors, and as
applied to OCN. The following table quantifies the potential changes in net
interest income and net portfolio value should interest rates go up or down
(shocked) 300 basis points, assuming the yield curves of the rate shocks will be
parallel to each other. The cash flows associated with the loan portfolios and
securities available for sale are calculated based on prepayment and default
rates that vary by asset. Projected losses, as well as prepayments, are
generated based upon the actual experience with the subject pool, as well as
similar, more seasoned pools. To the extent available, loan characteristics such
as loan-to-value ratio, interest rate, credit history, prepayment penalty terms
and product types are used to produce the projected loss and prepayment
assumptions that are included in the cash flow projections of the securities.
When interest rates are shocked, these projected loss and prepayment assumptions
are further adjusted. The base interest rate scenario assumes interest rates at
December 31, 2000. Actual results could differ significantly from the OCN
results estimated in the following table:
Estimated Changes in
-----------------------------------------
Rate Shock in basis points Net Interest NPV
- -------------------------- ------------ ---
+300 21.96% (2.05)%
+200 14.64% (1.31)%
+100 7.32% (0.63)%
0 0.00% 0.00%
-100 (7.32)% 0.77%
-200 (14.64)% 1.94%
-300 (21.96)% 3.69%
55
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table shows the Company's financial instruments that are
sensitive to changes in interest rates, categorized by expected maturity or
repricing characteristics, and the instruments' fair values at December 31,
2000:
Expected Maturity Date At December 31, 2000 (1)
------------------------------------------------------------------------------------------
Total Fair
2001 2002 2003 2004 2005 Thereafter Balance Value
--------- --------- --------- --------- --------- ---------- ----------- -----------
Rate-Sensitive Assets:
Interest-earning deposits........ $ 134,987 $ -- $ -- $ -- $ -- $ -- $ 134,987 $ 134,987
Average interest rate.......... 4.78% -- -- -- -- -- 4.78%
Trading securities............... 258,148 42,485 15,606 15,780 10,928 47,295 390,242 390,242
Average interest rate.......... 7.43% 10.36% 20.12% 21.79% 22.76% 15.80% 10.28%
Loans available for sale (2)..... 5,813 1,732 644 389 339 1,693 10,610 10,610
Average interest rate.......... 9.52% 8.96% 9.22% 9.63% 9.73% 10.23% 9.53%
Investment securities............ 13,257 -- -- -- -- -- 13,257 13,257
Average interest rate.......... -- -- -- -- -- -- --
Loan portfolio, (2).............. 59,440 30,689 1,003 828 590 864 93,414 93,408
Average interest rate.......... 10.07% 9.79% 9.84% 10.01% 10.41% 11.63% 9.99%
Discount loan portfolio (2)...... 290,108 102,478 39,586 25,475 10,890 67,491 536,028 579,909
Average interest rate.......... 8.43% 8.39% 8.49% 8.43% 8.83% 9.13% 8.52%
Match funded loans and
securities (2)................. 39,307 28,766 13,202 4,382 3,416 27,914 116,987 109,635
Average interest rate.......... 11.10% 10.87% 10.01% 9.85% 9.78% 9.29% 10.40%
--------- --------- --------- --------- --------- --------- ----------- -----------
Total rate-sensitive assets.. $ 801,060 $ 206,150 $ 70,041 $ 46,854 $ 26,163 $ 145,257 $ 1,295,525 $ 1,332,048
========= ========= ========= ========= ========= ========= =========== ===========
Rate-Sensitive Liabilities:
NOW and money market checking
deposits..................... $ 13,058 $ 242 $ 205 $ 175 $ 148 $ 841 $ 14,669 $ 14,356
Average interest rate.......... 3.55% 0.47% 0.47% 0.47% 0.47% 0.47% 3.21%
Savings deposits................. 319 191 153 122 98 391 1,274 1,216
Average interest rate.......... 2.35% 2.35% 2.35% 2.35% 2.35% 2.35% 2.35%
Certificates of deposit.......... 642,342 327,125 104,058 53,634 25,377 20,041 1,172,577 1,190,856
Average interest rate.......... 6.30% 6.38% 6.17% 6.70% 6.93% 5.94% 6.34%
--------- --------- --------- --------- --------- --------- ----------- -----------
Total interest-bearing
deposits................... 655,719 327,558 104,416 53,931 25,623 21,273 1,188,520 1,206,428
Bonds-match funded agreements.... 90,168 4,568 3,434 3,204 3,024 2,652 107,050 108,783
Average interest rate.......... 7.36% 9.50% 9.50% 9.50% 9.50% 9.50% 7.70%
Obligations outstanding under
lines of credit.............. 32,933 -- -- -- -- -- 32,933 32,933
Average interest rate.......... 8.96% -- -- -- -- -- 8.96%
Notes, debentures and other...... 6,235 -- 100,050 -- 67,045 -- 173,330 152,277
Average interest rate.......... 9.06% -- 11.88% -- 12.00% -- 11.82%
--------- --------- --------- --------- --------- --------- ----------- -----------
Total rate-sensitive
liabilities................ $ 785,055 $ 332,126 $ 207,900 $ 57,135 $ 95,692 $ 23,925 $ 1,501,833 $ 1,500,421
========= ========= ========= ========= ========= ========= =========== ===========
<FN>
(1) Expected maturities are contractual maturities adjusted for prepayments
of principal. The Company uses certain assumptions to estimate fair
values and expected maturities. For assets, expected maturities are
based upon contractual maturity, projected repayments and prepayments
of principal. The prepayment experience reflected herein is based on
the Company's historical experience. The Company's average Constant
Prepayment Rate ("CPR") is 16.51% and 13.90% on its fixed-rate and
adjustable-rate portfolios, respectively, for interest-earning assets
(excluding investment securities, which do not have prepayment
features). The actual maturities of these instruments could vary
substantially if future prepayments differ from the Company's
historical experience.
(2) Balances have not been reduced for non-performing loans.
</FN>
56
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
(3) The expected maturity or repricing dates of interest rate-sensitive
assets and liabilities as of December 31, 2000 and 1999 compare as
follows:
1st Year 2nd Year 3rd Year 4th Year 5th Year Thereafter Total
-------- -------- -------- -------- -------- ---------- -----
Total rate-sensitive assets:
2000:
Amount.......................... $ 801,060 $ 206,150 $ 70,041 $ 46,854 $ 26,163 $ 145,257 $1,295,525
% of total.................... 61.83% 15.91% 5.41% 3.62% 2.02% 11.21% 100.00%
1999:
Amount.......................... $1,345,649 $ 290,464 $ 114,899 $ 99,897 $ 49,757 $ 199,860 $2,100,526
% of total.................... 64.06% 13.83% 5.47% 4.76% 2.37% 9.51% 100.00%
Total rate-sensitive liabilities:
2000:
Amount.......................... $ 785,055 $ 332,126 $ 207,900 $ 57,135 $ 95,692 $ 23,925 $1,501,833
% of total.................... 52.27% 22.12% 13.84% 3.81% 6.37% 1.59% 100.00%
1999:
Amount.......................... $1,148,256 $ 425,506 $ 234,488 $ 177,796 $ 37,547 $ 232,744 $2,256,332
% of total.................... 50.89% 18.86% 10.39% 7.88% 1.66% 10.32% 100.00%
The Company believes that the broad geographic distribution of its
loans available for sale, loan portfolio, discount loan portfolio and
match-funded loans reduces the risks that would otherwise result from
concentrating such loans in limited geographic areas. See Notes 6, 7, 8 and 9 to
the Consolidated Financial Statements (which are incorporated herein by
reference).
The Committee is authorized to utilize a wide variety of off-balance
sheet financial techniques to assist it in the management of interest rate risk
and foreign currency exchange rate risk. These techniques include interest rate
exchange contracts or "swap" agreements, U.S. Treasury interest rate futures
contracts, foreign currency futures contracts, foreign currency forwards and
European swaptions and put options.
INTEREST RATE RISK MANAGEMENT. In managing its interest rate risk, the
Company enters into interest rate swaps. Under interest rate swaps, the Company
agrees with other parties to exchange, at specified intervals, the difference
between fixed-rate and floating-rate interest amounts calculated by reference to
an agreed notional amount. The Company utilizes interest rate swaps to protect
against the decrease in value of a fixed-rate asset or the increase in borrowing
cost from a short-term, fixed-rate liability, such as securities sold under
agreements to repurchase, in an increasing interest-rate environment. The
Company had entered into interest rate swaps with an aggregate notional amount
of $33,000 and $200,780 at December 31, 2000 and, 1999, respectively.
During 1999, the Company entered into swaption and put option contracts
to mitigate its interest rate exposure on anticipated future funding related to
certain of its investments in low-income housing tax credit interests. Swaption
contracts are options to enter into an interest rate swap agreement at a future
date at a specific interest rate. A European put option allows the Company to
sell a specified quantity of an asset at a specified price at a specific date.
At December 31, 2000, the Company had no swaption or put option contracts
outstanding. The Company had entered into swaptions and put options with an
aggregate notional amount of $20,900 at December 31, 1999.
The Company also enters into interest rate futures contracts, which are
commitments to either purchase or sell designated financial instruments at a
future date for a specified price and may be settled in cash or through
delivery. Eurodollar futures contracts have been sold by the Company to hedge
the repricing or maturity risk of certain short duration mortgage-related
securities, and U.S. Treasury futures contracts have been sold by the Company to
offset declines in the market value of its fixed-rate loans and certain
fixed-rate mortgage-backed and related securities available for sale in the
event of an increasing interest rate environment. At December 31, 2000 the
Company had no futures contracts outstanding. At December 31, 1999, the Company
had entered into futures contracts with an aggregate notional amount of $19,000.
In addition, the Company purchased amortizing caps and floors to hedge
its interest rate exposure relating to its match funded loans and securities. An
interest rate cap or interest rate floor is designed to provide protection
against the interest rate on a floating-rate instrument rising above some level
(cap) or falling below some level (floor). The Company had entered into caps and
floors with an aggregate notional amount of $141,674 and $37,787, respectively,
at December 31, 2000, and caps and floors with an aggregate notional amount of
$159,211 and $41,899, respectively, at December 31, 1999.
57
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
To hedge the economic risk associated with mortgage servicing assets,
subsequent to December 31, 2000 the Company entered into a floor contract based
on the CMT 10-year index and a strike rate of 5.60% with a notional amount of
$11,600. The fair values of the mortgage servicing assets and the floor contract
are subject to variability as interest rates change. Given the current interest
rate environment, including changes since December 31, 2000, the Company
continues to assess the fair value of the servicing assets and related floor
contract.
See the "Derivative Financial Instruments" section of Note 1 and the
"Interest Rate Management" section of Note 24 to the Consolidated Financial
Statements (which are incorporated herein by reference).
FOREIGN CURRENCY EXCHANGE RATE RISK MANAGEMENT. The Company has entered
into foreign currency derivatives to hedge its net investment in a foreign
subsidiary which owns securities backed by residential loans originated in the
UK ("UK residuals") and its net investment in a foreign subsidiary which owns a
shopping center located in Halifax, Nova Scotia ("the Nova Scotia shopping
center"). The Company's exposure to foreign currency exchange rates exists with
the British Pound versus the U.S. dollar and the Canadian Dollar ("C$") versus
the U.S. dollar. It is the Company's policy to periodically adjust the amount of
foreign currency derivative contracts it has entered into in response to changes
in its recorded investment in these foreign entities, as well as assets
denominated in a foreign currency.
Prior to the sale of its equity investment in Kensington, the Company
had entered into a currency forward contract with a AAA-rated counterparty and
bought short foreign currency futures contracts to hedge its equity investment
in Kensington. These derivative instruments were closed in November 2000.
The Company's hedges, the related investments in foreign subsidiaries,
the previously owned foreign currency equity investment and the net exposures as
of December 31, 2000 and December 31, 1999 were as follows:
Investment Hedge Net Exposure
------------ ------------ ------------
DECEMBER 31, 2000:
UK residuals...................... $ 23,239 $ 22,236 $ (1,003)
Nova Scotia shopping center....... $ 21,913 $ 22,423 $ 510
DECEMBER 31, 1999:
Kensington........................ $ 36,215 $ 38,632 $ 2,417
UK residuals...................... $ 28,098 $ 25,689 $ (2,409)
Nova Scotia shopping center....... $ 14,844 $ 16,389 $ 1,545
The net exposures are subject to gain or loss if foreign currency
exchange rates fluctuate. See the "Derivatives Financial Instruments" section of
Note 1 and the "Foreign Currency Management" section of Note 24 to the
Consolidated Financial Statements (which are incorporated herein by reference).
LIQUIDITY, COMMITMENTS AND OFF-BALANCE SHEET RISKS
The primary sources of funds for liquidity consist of deposits, FHLB
advances, reverse repurchase agreements, lines of credit and maturities and
payments of principal and interest on loans and securities and proceeds from
sales and securitizations thereof.
Sources of liquidity include certificates of deposit obtained primarily
from wholesale sources. At December 31, 2000, the Company had $1,172,577 of
certificates of deposit, net of deferred fees, including $964,443 of brokered
certificates of deposit obtained through national investment banking firms, all
of which are non-cancellable. At the same date, scheduled maturities of
certificates of deposit during the 12 months ending December 31, 2001 and 2002,
and thereafter amounted to $642,342, $327,125 and $203,110, respectively.
Sources of borrowings include FHLB advances, which are required to be
secured by single family and/or multi-family residential loans or other
acceptable collateral, and reverse repurchase agreements. At December 31, 2000,
the Company was eligible to borrow up to an aggregate of $41,275 from the FHLB
of New York (subject to the availability of acceptable collateral) and had
$30,640 of residential loans and $17,702 of short duration CMOs (all of which
were held by the Bank) pledged as security for any such advances. At December
31, 2000, the Company had contractual relationships with twelve brokerage firms
and the FHLB of New York pursuant to which it could obtain funds from reverse
repurchase agreements. At December 31, 2000, the Company had $136,526 of
unrestricted cash and cash
58
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
equivalents and $256,439 of short duration CMOs which could be used to secure
additional borrowings. At December 31, 2000, the Company had no outstanding FHLB
advances.
The Company believes that its existing sources of liquidity, including
internally generated funds, will be adequate to fund planned activities for the
foreseeable future, although there can be no assurances in this regard.
Moreover, the Company continues to evaluate other sources of liquidity, such as
lines of credit from unaffiliated parties, which will enhance the management of
its liquidity and the costs thereof. Please also see the "Short-Term Highly
Liquid Investments," "Securities Sold Under Agreements to Repurchase," and
"Derivative Financial Instruments" sections of Note 1 and Notes 18 and 20 to the
Consolidated Financial Statements (which are incorporated herein by reference).
The Company's operating activities provided (used) $5,614, $(248,383)
and $286,252 of cash flows during 2000, 1999 and 1998, respectively. During the
foregoing years, cash resources were provided primarily by net income and
proceeds from sales of loans available for sale, and cash resources were used
primarily to purchase and originate loans available for sale.
The Company's investing activities provided (used) cash flows totaling
$741,762, $518,767 and $(218,245) during 2000, 1999 and 1998, respectively.
During the foregoing years, cash flows from investing activities were provided
primarily by principal payments on discount loans and loans held for investment,
maturities of and principal payments received on securities available for sale
and proceeds from sales of discount loans, securities available for sale, real
estate held for sale and real estate owned. Cash flows from investing activities
were primarily utilized to purchase discount loans and securities available for
sale. Cash flows from investing activities for 1999 included $122,101 of
proceeds from the sale of Ocwen UK. Cash flows used for investing activities in
1998 included $426,096 for the acquisitions of subsidiaries, primarily Ocwen UK.
The source of funds for this purchase included a loan facility from Greenwich
International, LTD, which provided $375,120.
The Company's financing activities (used) provided cash flows of
$(947,859), $(335,319) and $219,466 during 2000, 1999 and 1998, respectively.
Cash flows from financing activities were primarily related to changes in the
Company's deposits and the issuance of obligations outstanding under lines of
credit. Cash flows from financing activities were primarily utilized to repay
reverse repurchase agreements and obligations outstanding under lines of credit,
as well as the repurchase of debt and common stock.
The Bank is required under applicable federal regulations to maintain
specified levels of "liquid" investments in qualifying types of U.S. government,
federal agency and other investments having maturities of five years or less
(currently not less than 4% of its average daily balance of net withdrawable
deposit accounts and borrowings payable in one year or less.) The Bank's
liquidity, as measured for regulatory purposes, averaged 7.49%, 11.73%, 8.34%,
5.6% and 8.8% during the years ended December 31, 2000, 1999, 1998, 1997 and
1996, respectively, and amounted to 8.58% at December 31, 2000.
At December 31, 2000, the Company had $11,259 of commitments related to
the funding of construction loans (including loans accounted for as investments
in real estate). Management believes that the Company has adequate resources to
fund all such unfunded commitments to the extent required and that substantially
all of such unfunded commitments will be funded during 2001. See Note 33 to the
Consolidated Financial Statements (which is incorporated herein by reference).
In addition to commitments to extend credit, the Company is party to
various off-balance sheet financial instruments in the normal course of the
Company's business in order to manage its interest rate risk and foreign
currency exchange rate risk. See Note 24 to the Consolidated Financial
Statements (which is incorporated herein by reference) and "Asset and Liability
Management" above.
The Company conducts business with a variety of financial institutions
and other companies in the normal course of business, including counterparties
to its off-balance sheet financial instruments. The Company is subject to
potential financial loss if the counterparty is unable to complete an agreed
upon transaction. The Company seeks to limit counterparty risk through financial
analysis, dollar limits and other monitoring procedures.
REGULATORY CAPITAL AND OTHER REQUIREMENTS
See Note 28 to the Consolidated Financial Statements (which is
incorporated herein by reference).
RECENT ACCOUNTING DEVELOPMENTS
For information relating to the effects on the Company of the adoption
of recent accounting standards, see Note 1 to the Consolidated Financial
Statements (which is incorporated herein by reference).
59
Management's Discussion and Analysis of Financial Condition and Results of
Operations. (Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
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
"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. 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,"
"estimate," "expect," "foresee," "intend," "in the event of," "may," "plan,"
"propose," "prospect," "whether," "will," "would," 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 (particularly in the market areas where the Company
operates), government fiscal and monetary policies (particularly in the market
areas where the Company operates), prevailing interest or currency exchange
rates, effectiveness of interest rate, currency and other hedging strategies,
laws and regulations affecting financial institutions, investment companies and
real estate (including regulatory fees, capital requirements, access for
disabled persons and environmental compliance), uncertainty of foreign laws,
competitive products, pricing and conditions (including from competitors that
have significantly greater resources than the Company), credit, prepayment,
basis, default, subordination and asset/liability risks, loan servicing
effectiveness, ability to identify acquisitions and investment opportunities
meeting the Company's investment strategy, 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, software integration, development and licensing, damage to
the company's computer equipment and the information stored its data centers,
availability of and costs associated with obtaining adequate and timely sources
of liquidity, 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, availability of discount loans
and servicing rights 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, adequacy of allowances for loan losses,
changes in real estate conditions (including liquidity, valuation, revenues,
rental rates, occupancy levels and competing properties), adequacy of insurance
coverage in the event of a loss, other factors generally understood to affect
the real estate acquisition, mortgage, servicing and leasing markets, securities
investments and the software and technology industry, and other risks detailed
from time to time in the Company's reports and filings with the Commission,
including its periodic reports on Forms 10-Q, 8-K and 10-K and Exhibit 99.1,
titled Risk Factors, to the Company's Form 10-K for the year ended December 31,
2000. Given these uncertainties, readers are cautioned not to place undue
reliance on such statements. The Company does not undertake, and specifically
disclaims any obligation, to release publicly the results of any revisions that
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.
60
REPORT OF MANAGEMENT
The management of Ocwen Financial Corporation is responsible for the
accompanying consolidated financial statements, which have been prepared in
conformity with accounting principles generally accepted in the United States of
America applied on a consistent basis. In preparing the financial statements, it
is necessary for management to make informed judgments and best estimates giving
due consideration to materiality. In the opinion of management, the consolidated
financial statements fairly reflect the Company's financial position and results
of operations. Information, both financial and non-financial, presented
elsewhere in this annual report is consistent with that in the consolidated
financial statements.
To ensure that the financial statements are reliable, the Company
established and maintains an effective system of internal accounting controls
and procedures that provide reasonable assurance that assets are safeguarded and
transactions are properly recorded and executed in accordance with corporate
policy and management authorization. The Company believes its accounting
controls provide reasonable assurance that errors or irregularities which could
be material to the financial statements are prevented or would be detected
within a timely period and corrected in the normal course of business.
PricewaterhouseCoopers LLP was engaged to perform an audit of the
consolidated financial statements in accordance with auditing standards
generally accepted in the United States of America. Such standards include the
evaluation of the Company's accounting policies and procedures and the
effectiveness of the related internal control system. In addition to the use of
independent certified public accountants, the Company maintains a professional
staff of internal auditors who conduct financial, procedural and special audits
and makes recommendations on both administrative and accounting controls.
The Audit Committee of the Board of Directors is comprised solely of
independent directors and is responsible for overseeing and monitoring the
quality of the Company's accounting and auditing practices. The independent
accountants and internal auditors have direct access to the Audit Committee and
meet periodically with the committee to discuss the scope and results of their
work, the adequacy of internal accounting controls and financial reporting
matters.
William C. Erbey Mark S. Zeidman
Chairman and Chief Executive Officer Senior Vice President and
Chief Financial Officer
61
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of Ocwen Financial Corporation
In our opinion, the accompanying consolidated statements of financial
condition and the related consolidated statements of operations, of
comprehensive income, of changes in stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Ocwen
Financial Corporation (the "Company") and its subsidiaries at December 31, 2000
and 1999, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2000, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PRICEWATERHOUSECOOPERS LLP
Fort Lauderdale, Florida
February 7, 2001
62
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
December 31, December 31,
2000 1999
----------- -----------
ASSETS:
Cash and amounts due from depository institutions ............................... $ 18,749 $ 125,799
Interest earning deposits ....................................................... 134,987 116,420
Federal funds sold .............................................................. -- 112,000
Trading securities, at fair value:
Collateralized mortgage obligations (AAA-rated) ............................ 277,595 --
Subordinates, residuals and other securities ............................... 112,647 --
Securities available for sale, at fair value:
Collateralized mortgage obligations (AAA-rated) ............................ -- 392,387
Subordinates, residuals and other securities ............................... -- 195,131
Loans available for sale, at lower of cost or market ............................ 10,610 45,213
Real estate held for sale ....................................................... 22,670 --
Low-income housing tax credit interests held for sale ........................... 87,083 --
Investment securities, at cost .................................................. 13,257 10,965
Loan portfolio, net ............................................................. 93,414 157,408
Discount loan portfolio, net .................................................... 536,028 913,229
Match funded loans and securities, net .......................................... 116,987 157,794
Investments in low-income housing tax credit interests .......................... 55,729 150,989
Investments in unconsolidated entities .......................................... 430 37,118
Real estate owned, net .......................................................... 146,419 167,506
Investment in real estate ....................................................... 122,761 268,241
Premises and equipment, net ..................................................... 43,152 49,038
Income taxes receivable ......................................................... 30,261 --
Deferred tax asset, net ......................................................... 95,991 136,920
Advances on loans and loans serviced for others ................................. 227,055 162,548
Mortgage servicing rights ....................................................... 51,426 11,683
Other assets .................................................................... 52,169 71,285
----------- -----------
$ 2,249,420 $ 3,281,674
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits ...................................................................... $ 1,258,360 $ 1,814,647
Securities sold under agreements to repurchase ................................ -- 47,365
Bonds - match funded agreements ............................................... 107,050 141,515
Obligations outstanding under lines of credit ................................. 32,933 187,866
Notes, debentures and other interest bearing obligations ...................... 173,330 317,573
Accrued interest payable ...................................................... 22,096 32,569
Excess of net assets acquired over purchase price ............................. 36,665 56,841
Income taxes payable .......................................................... -- 6,369
Accrued expenses, payables and other liabilities .............................. 36,030 57,487
----------- -----------
Total liabilities .......................................................... 1,666,464 2,662,232
----------- -----------
Company obligated, mandatorily redeemable securities of subsidiary trust holding
solely junior subordinated debentures of the Company ........................ 79,530 110,000
COMMITMENTS AND CONTINGENCIES (NOTE 33)
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; 67,152,363 and
68,571,575 shares issued and outstanding at December 31, 2000 and
December 31, 1999, respectively ........................................... 672 686
Additional paid-in capital ................................................... 223,163 232,340
Retained earnings ............................................................ 279,194 277,002
Accumulated other comprehensive income, net of taxes:
Net unrealized gain on securities available for sale ....................... -- 163
Net unrealized foreign currency translation gain (loss) .................... 397 (749)
----------- -----------
Total stockholders' equity ................................................... 503,426 509,442
----------- -----------
$ 2,249,420 $ 3,281,674
=========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
63
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
For the Years Ended December 31,
-----------------------------------------------
2000 1999 1998
------------ ------------ ------------
NET INTEREST INCOME:
Income ........................................................ $ 184,816 $ 253,224 $ 307,694
Expense........................................................ 169,090 155,542 184,893
------------ ------------ ------------
Net interest income before provision for loan losses........... 15,726 97,682 122,801
Provision for loan losses...................................... 15,177 6,710 18,509
------------ ------------ ------------
Net interest income after provision for loan losses............ 549 90,972 104,292
------------ ------------ ------------
NON-INTEREST INCOME:
Servicing and other fees....................................... 97,080 76,018 59,180
Gain on interest earning assets, net........................... 18,580 44,298 129,988
Unrealized loss on trading and match funded securities, net.... (4,926) -- --
Impairment charges on securities available for sale............ (11,597) (58,777) (129,714)
(Loss) gain on real estate owned, net.......................... (13,464) (2,060) 14,033
Gain on other non-interest earning assets, net................. 45,517 58,693 17,702
Net operating gains (losses) on investments in real estate..... 26,140 (1,077) (1,715)
Amortization of excess of net assets acquired over purchase
price........................................................ 14,112 3,201 --
Other income................................................... 6,083 24,346 21,993
------------ ------------ ------------
177,525 144,642 111,467
------------ ------------ ------------
NON-INTEREST EXPENSE:
Compensation and employee benefits............................. 83,086 102,173 115,556
Occupancy and equipment........................................ 12,005 18,501 17,652
Technology and communication costs............................. 22,515 19,647 17,560
Loan expenses.................................................. 13,051 12,618 25,373
Net operating losses on investments in certain low-income
housing tax credit interests................................. 9,931 6,291 6,905
Amortization and write-off of excess of purchase price over net
assets acquired.............................................. 3,124 4,448 11,614
Professional services and regulatory fees...................... 13,275 14,205 18,082
Other operating expenses....................................... 13,022 17,185 13,804
------------ ------------ ------------
170,009 195,068 226,546
------------ ------------ ------------
Distributions on Company-obligated, mandatory redeemable
securities of subsidiary trust holding solely junior
subordinated debentures of the Company....................... 11,380 13,111 13,594
Equity in losses of investments in unconsolidated entities....... (5,249) (12,616) (7,985)
------------ ------------ ------------
(Loss) income before income taxes and extraordinary gain........ (8,564) 14,819 (32,366)
Income tax (expense) benefit..................................... (7,957) (2,608) 30,699
Minority interest in net loss of consolidated subsidiary......... -- 638 467
------------ ------------ ------------
(Loss) income before extraordinary gain.......................... (16,521) 12,849 (1,200)
Extraordinary gain on repurchase of debt, net of taxes........... 18,713 6,983 --
------------ ------------ ------------
Net income (loss)................................................ $ 2,192 $ 19,832 $ (1,200)
============ ============ ============-
EARNINGS (LOSS) PER SHARE:
Basic:
Net (loss) income before extraordinary gain.................. $ (0.25) $ 0.20 $ (0.02)
Extraordinary gain........................................... 0.28 0.11 --
------------ ------------ ------------
Net income (loss)............................................ $ 0.03 $ 0.31 $ (0.02)
============ ============ ============
Diluted:
Net (loss) income before extraordinary gain.................. $ (0.25) $ 0.20 $ (0.02)
Extraordinary gain........................................... 0.28 0.11 --
------------ ------------ ------------
Net income (loss)............................................ $ 0.03 $ 0.31 $ (0.02)
============ ============ ============
Weighted average common shares outstanding:
Basic.......................................................... 67,427,662 63,051,015 60,736,950
Diluted........................................................ 67,464,043 63,090,282 60,736,950
The accompanying notes are an integral part of these
consolidated financial statements.
64
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(DOLLARS IN THOUSANDS)
For the Years Ended December 31,
-----------------------------------------------
2000 1999 1998
----------- ----------- -----------
Net income (loss)..................................................... $ 2,192 $ 19,832 $ (1,200)
----------- ----------- -----------
Other comprehensive income (loss), net of taxes:
Change in unrealized loss (gain) on securities available for sale
arising during the year........................................... -- (9,338) 1,493
Less: Reclassification adjustment................................... (163) (4,556) 17,578
----------- ----------- -----------
Net change in unrealized (gain) loss on securities available for
sale (net of a tax benefit of $122 and $7,771 for 2000 and
1999, respectively)............................................ (163) (13,894) 19,071
----------- ----------- -----------
Change in unrealized foreign currency translation adjustment arising
during the year................................................... 389 463 (1,693)
Less: Reclassification adjustment for losses on foreign currency
translation adjustment included in net income..................... 757 481 --
----------- ----------- -----------
Net change in unrealized foreign currency translation loss (net of
tax expense of $627 and $514 for 2000 and 1999, respectively)..... 1,146 944 (1,693)
----------- ----------- -----------
Other comprehensive income (loss)................................... 983 (12,950) 17,378
----------- ----------- -----------
Comprehensive income.................................................. $ 3,175 $ 6,882 $ 16,178
=========== =========== ===========
Disclosure of reclassification adjustment:
Unrealized holding losses (gains) arising during the year on
securities sold or impaired....................................... $ (7,068) $ (36,671) $ (37,390)
Add: Adjustment for realized losses and impairment charges on
securities available for sale included in net income (loss)....... 7,231 32,115 54,968
----------- ----------- -----------
Net reclassification adjustment for (gains) losses recognized in
other comprehensive income (loss) in prior years (net of tax
benefit of $122 and $2,558 for 2000 and 1999, respectively) (1)... $ (163) $ (4,556) $ 17,578
=========== =========== ===========
Unrealized foreign currency translation adjustment arising during
the year.......................................................... $ (131) $ (703) $ --
Add: Adjustment for realized foreign currency losses on the sale of
the equity investment in a foreign entity and foreign subsidiary
in 2000 and 1999, respectively.................................... 888 1,184 --
----------- ----------- -----------
Net reclassification adjustment for foreign currency losses
recognized in other comprehensive income (loss) in prior years
(net of tax benefit of $408 and $259 for 2000 and 1999,
respectively)..................................................... $ 757 $ 481 $ --
=========== =========== ===========
<FN>
(1) In 2000, includes the adjustment related to the reclassification of
securities available for sale to trading securities.
</FN>
The accompanying notes are an integral part of these
consolidated financial statements.
65
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
Accumulated
Other
Common Stock Additional Comprehensive
--------------------- Paid-in Retained Income,
Shares Amount Capital Earnings Net of Taxes Total
---------- -------- ---------- ----------- ------------ -----------
Balances at December 31, 1997 ............... 60,565,835 $ 606 $ 164,751 $ 259,349 $ (5,014) $ 419,692
Net loss .................................... -- -- -- (1,200) -- (1,200)
Conversion of investment in an unconsolidated
entity to the equity method .............. -- -- -- (979) -- (979)
Repurchase and retirement of common stock ... (318,311) (3) (7,769) -- -- (7,772)
Issuance of common stock .................... 320,550 3 7,825 -- -- 7,828
Repurchase of common stock options .......... -- -- (6,502) -- -- (6,502)
Exercise of common stock options ............ 232,283 2 7,929 -- -- 7,931
Other comprehensive income, net of taxes:
Change in unrealized gain (loss) on
securities available for sale ......... -- -- -- -- 19,071 19,071
Change in unrealized foreign currency
translation loss ...................... -- -- -- -- (1,693) (1,693)
---------- -------- ---------- ----------- ----------- -----------
Balances at December 31, 1998 ............... 60,800,357 608 166,234 257,170 12,364 436,376
Net income .................................. -- -- -- 19,832 -- 19,832
Repurchase and retirement of common stock ... (4,611,700) (46) (30,645) -- -- (30,691)
Exercise of common stock options ............ 5,069 -- 23 -- -- 23
Directors' compensation ..................... 6,099 -- 43 -- -- 43
Issuance of common stock for acquisition of
Ocwen Asset Investment Corp. ............. 12,371,750 124 96,685 -- -- 96,809
Other comprehensive income, net of taxes:
Change in unrealized gain (loss) on
securities available for sale ......... -- -- -- -- (13,894) (13,894)
Change in unrealized foreign currency
translation loss ...................... -- -- -- -- 944 944
---------- -------- ---------- ----------- ----------- -----------
Balances at December 31, 1999 ............... 68,571,575 686 232,340 277,002 (586) 509,442
Net income .................................. -- -- -- 2,192 -- 2,192
Repurchase and retirement of common stock ... (1,427,747) (14) (9,233) -- -- (9,247)
Directors' compensation ..................... 8,535 -- 56 -- -- 56
Other comprehensive income, net of taxes:
Change in unrealized gain on securities
available for sale .................... -- -- -- -- (163) (163)
Change in unrealized foreign currency
translation loss ...................... -- -- -- -- 1,146 1,146
---------- -------- ---------- ----------- ----------- -----------
Balances at December 31, 2000 ............... 67,152,363 $ 672 $ 223,163 $ 279,194 $ 397 $ 503,426
========== ======== ========== =========== =========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
66
OCWEN FINANCIAL COPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
For the Years Ended December 31,
---------------------------------------
2000 1999 1998
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................................................... $ 2,192 $ 19,832 $ (1,200)
Adjustments to reconcile net income (loss) to net cash provided (used) by
operating activities:
Net cash provided by trading activities................................... 102,091 18,723 15,824
Proceeds from sales of loans available for sale........................... 22,598 568,490 1,659,368
Purchases of loans available for sale..................................... -- (47,129) (370,865)
Origination of loans available for sale................................... -- (728,509) (959,105)
Principal payments received on loans available for sale................... 6,827 25,949 82,728
Premium amortization on securities, net................................... 8,493 11,074 56,487
Depreciation and amortization............................................. 20,360 13,339 47,437
Provision for loan losses................................................. 15,177 6,710 18,509
Provision for real estate owned........................................... 26,674 28,008 18,626
Gain on sale of Ocwen UK.................................................. -- (50,371) --
Gain on sale of investment in Kensington Group plc........................ (20,025) -- --
Gain on interest-earning assets, net...................................... (18,580) (44,298) (129,988)
Unrealized loss on trading securities..................................... 4,926 -- --
Impairment charges on securities available for sale....................... 11,597 58,777 129,714
Extraordinary gain on repurchase of debt.................................. (29,704) (8,475) --
Gain on sale of low-income housing tax credit interests................... (497) (6,591) (7,366)
Provision for loss on low-income housing tax credits held for sale........ 6,448 700 --
Gain on real estate owned, net............................................ (22,515) (36,265) (43,839)
Gain on sale of investment in real estate................................. (1,155) (1,753) (10,383)
Gain on sale of real estate held for sale................................. (21,794) -- --
Impairment loss on investment in real estate.............................. 704 2,817 1,867
Equity in losses of unconsolidated entities............................... 5,249 12,616 7,985
Decrease (increase) in principal, interest and dividends receivable....... 3,127 7,762 (1,713)
(Increase) decrease in income taxes receivable............................ (30,261) 34,333 (34,333)
(Decrease) increase in income taxes payable............................... (6,369) 6,369 (3,132)
Decrease (increase) in deferred tax asset................................. 40,929 (53,273) (21,827)
Increase in advances on loans and loans serviced for others............... (64,507) (54,313) (57,016)
Increase in other assets, net............................................. (17,359) (19,565) (95,493)
Decrease in accrued expenses, interest payable and other liabilities...... (39,012) (13,340) (16,033)
--------- --------- ---------
Net cash provided (used) by operating activities............................ 5,614 (248,383) 286,252
--------- --------- ---------
(Continued on next page)
The accompanying notes are an integral part of these
consolidated financial statements.
67
OCWEN FINANCIAL COPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED)
(DOLLARS IN THOUSANDS)
For the Years Ended December 31,
---------------------------------------
2000 1999 1998
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available for sale...................... 553,589 43,923 269,828
Purchase of securities available for sale................................. (894,038) (589,845) (820,455)
Maturities of and principal payments received on securities available for 416,004 553,136 359,525
sale....................................................................
Proceeds from the sale of Ocwen UK........................................ -- 122,101 --
Proceeds from sale of investment in Kensington Group plc.................. 48,556 -- --
Purchase of securities held for investment................................ (2,432) (140) --
Acquisition of subsidiaries............................................... -- 64,450 (426,096)
Principal payments received on match funded loans......................... 26,595 11,868 --
Purchase of low-income housing tax credit interests....................... (27,213) (56,874) (49,063)
Proceeds from sales of low-income housing tax credit interests............ 27,587 44,233 37,918
Purchase of mortgage servicing rights..................................... (49,779) (9,218) (1,321)
Proceeds from sales of discount loans, net................................ 252,598 275,732 626,423
Principal payments received on discount loans, net........................ 180,048 301,826 446,566
Purchase of discount loans, net........................................... (175,708) (584,328) (938,859)
Proceeds from sale of real estate held for investment..................... 4,135 23,436 47,644
Purchase of and capital improvements to real estate held for investment... (34,057) (19,115) --
Proceeds from sale of real estate held for sale........................... 232,811 -- --
Increase in real estate held for sale..................................... (57,737) -- --
Proceeds from sales of loans held for investment.......................... 30,709 51,691 --
Principal payments received on loans held for investment.................. 90,387 137,199 227,349
Purchases, originations and funded commitments of loans held for investment, (55,567) (36,991) (188,716)
net.....................................................................
Decrease (increase) in investment in unconsolidated entities.............. 7,286 10,687 (70,190)
Proceeds from sale of real estate owned................................... 180,473 251,621 301,485
Purchase of real estate owned in connection with discount loan purchase... (9,059) (47,340) (19,949)
Additions to premises and equipment....................................... (3,426) (29,285) (20,334)
--------- --------- ---------
Net cash provided (used) by investing activities............................ 741,762 518,767 (218,245)
--------- --------- ---------
(Continued on next page)
The accompanying notes are an integral part of these
consolidated financial statements.
68
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED)
(DOLLARS IN THOUSANDS)
For the Years Ended December 31,
------------------------------------------
2000 1999 1998
------------ ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease) increase in deposits............................................ (556,287) (354,144) 202,947
Decrease in securities sold under agreements to repurchase................. (47,365) (34,059) (36,199)
(Repayment of) proceeds from obligations under lines of credit, net........ (155,805) 110,413 60,993
Repayments of bonds - match funded agreements.............................. (33,002) (12,559) --
Proceeds from issuance of bonds - match funded agreements.................. -- 40,094 --
Proceeds from issuance of other interest bearing obligations............... -- 6,236 --
Repayments and repurchases of notes, debentures and other, net............ (127,649) (51,223) (1,988)
Exercise of common stock options........................................... -- 23 7,931
Issuance of shares of common stock......................................... 56 43 56
Repurchase of Capital Securities........................................... (18,811) (9,452) --
Repurchase of common stock options......................................... -- -- (6,502)
Repurchase of common stock................................................. (8,996) (30,691) (7,772)
------------ ----------- -----------
Net cash (used) provided by financing activities............................. (947,859) (335,319) 219,466
------------ ----------- -----------
Net (decrease) increase in cash and cash equivalents......................... (200,483) (64,935) 287,473
Cash and cash equivalents at beginning of period............................. 354,219 419,154 131,681
----------- ----------- -----------
Cash and cash equivalents at end of period................................... $ 153,736 $ 354,219 $ 419,154
=========== =========== ===========
RECONCILIATION OF CASH AND CASH EQUIVALENTS AT END OF PERIOD:
Cash and amounts due from depository institutions.......................... $ 18,749 $ 125,799 $ 94,779
Interest-earning deposits.................................................. 134,987 116,420 49,372
Federal funds sold and repurchase agreements............................... -- 112,000 275,000
----------- ----------- -----------
$ 153,736 $ 354,219 $ 419,151
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest................................................................... $ 179,564 $ 153,891 $ 183,424
Income taxes............................................................... $ 18,829 $ 633 $ 36,754
Supplemental schedule of non-cash investing and financing activities:
Real estate owned acquired through foreclosure............................. $ 140,764 $ 157,111 $ 280,522
Exchange of discount loans and loans available for sale for securities..... -- $ 758,032 $ 2,125,080
Transfer of investment in OAC from securities available for sale to
investment in unconsolidated entities................................... -- $ -- $ 35,158
Reclassification of properties from investment in real estate to real
estate held for sale.................................................... $ 174,480 $ -- $ --
Exchange of note receivable for real estate held for sale.................. $ 19,000 $ -- $ --
Reclassification of securities available for sale to trading securities.... $ 496,295 $ -- $ --
Reclassification of investments in low-income housing tax credit
interests to low-income housing tax credit interests held for sale...... $ 90,496 $ -- $ --
Acquisition of businesses:
Fair value of assets acquired.............................................. $ -- $ (706,329) $ (449,420)
Liabilities assumed........................................................ -- 599,855 15,069
Stock issued............................................................... -- 96,809 7,772
----------- ----------- -----------
Cash paid.................................................................. -- (9,665) (426,579)
Less cash acquired......................................................... -- 74,115 483
----------- ----------- -----------
Net cash acquired (paid) for assets acquired............................... $ -- $ 64,450 $ (426,096)
=========== =========== ===========
Sale of subsidiary:
Fair value of assets sold.................................................. $ -- $ 413,121 $ --
Liabilities sold........................................................... -- (345,327) --
Cash sold.................................................................. -- 3,936 --
Gain on sale............................................................... -- 50,371 --
----------- ----------- -----------
Net cash received for assets sold............................................ $ -- $ 122,101 $ --
=========== =========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
69
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
Ocwen Financial Corporation ("OCN" or the "Company") is a financial
services company whose primary business activities consist of the servicing and
resolution of subperforming and nonperforming residential and commercial
mortgage loans. The Company also specializes in the related development of loan
servicing technology and software for the mortgage and real estate industries.
The Company's consolidated financial statements include the accounts of OCN and
its subsidiaries. The Company owns directly and indirectly all of the
outstanding common and preferred stock of its primary subsidiaries, Ocwen
Federal Bank FSB (the "Bank"), Investors Mortgage Insurance Holding Company
("IMI"), Ocwen Technology Xchange, Inc. ("OTX") and Ocwen Asset Investment Corp.
("OAC"). The Company acquired OAC on October 7, 1999. The Company's consolidated
financial statements include OAC and its subsidiaries as of that date. The
Company also owns 99.6% of Ocwen Financial Services, Inc. ("OFS"), with the
remaining 0.4% owned by the shareholders of Admiral Home Loan. The Company sold
its investment in its foreign subsidiary, Ocwen UK, on September 30, 1999. Ocwen
UK's results of operations for 1999 have been included in the consolidated
statements of operations through that date. All significant intercompany
transactions and balances have been eliminated in consolidation.
The Bank is a federally chartered savings bank regulated by the Office
of Thrift Supervision ("OTS").
RECLASSIFICATION
Certain amounts included in the 1999 and 1998 consolidated financial
statements have been reclassified in order to conform to the 2000 presentation.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For purposes of reporting cash flows, cash and cash equivalents include
cash on hand, interest-bearing and non-interest-bearing deposits and all highly
liquid debt instruments purchased with an original maturity of three months or
less. Cash flows associated with items intended as hedges of identifiable
transactions or events are classified in the same category as the cash flows
from the items being hedged.
SHORT-TERM HIGHLY LIQUID INVESTMENTS
The Company's short-term highly liquid investments generally consist of
federal funds sold and assets purchased under agreements to resell. The Company
invests in these assets to maximize its return on liquid funds. At December 31,
2000, the Company had no such investments outstanding. At December 31, 1999,
such investments amounted to $112,000 of federal funds sold which had an
overnight maturity. The average investment in federal funds sold and assets
purchased under agreements to resell amounted to $128,079 and $174,494 during
2000 and 1999, respectively.
The Bank is required by the Federal Reserve System to maintain
non-interest-earning cash reserves against certain of its transaction accounts
and time deposit accounts. Such reserves totaled $5,153 and $32,189 at December
31, 2000 and 1999, respectively.
SECURITIES
Securities are reported on the Statement of Financial Condition at fair
value. Fair value is determined within a range based on third party dealer
quotations, where available, and internal values, subject to an internal review
process.
Securities acquired and sold shortly thereafter resulting from the
securitization of loans available for sale are accounted for as the sale of
loans and the purchase and sale of trading securities.
On September 30, 2000 the Company changed its policy for securities
available for sale and match funded securities to account for these securities
as trading. The Company believes that this treatment more appropriately reflects
the impact on its results of operations arising from changes in the fair value
of securities. For these securities, changes in fair value are reported in
income in the period of change. Previously, the Company accounted for its
securities as available for sale, for which the unrealized gains and losses for
these securities were reported as a separate component of accumulated other
comprehensive income in stockholders' equity, subject to an evaluation for
other-than-temporary impairment. For each security where the Company concluded
that all or part of the decrease in value was other-than-temporary, such amount
was charged to earnings, thereby establishing a new cost basis for the security.
70
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
LOANS AVAILABLE FOR SALE AND HELD FOR INVESTMENT
Loans originated or purchased by the Company that the Company presently
does not intend to hold to maturity are designated as loans available for sale
upon origination or purchase and are stated at the lower of cost, after
considering deferred loan fees and costs, or aggregate market value. Unrealized
losses are recorded as a reduction in earnings and are included under the
caption "Gain on interest-earning assets, net" in the consolidated statements of
operations. Loan origination fees and certain direct loan origination costs are
deferred and included in the carrying value. Upon the sale of a loan, any
unamortized deferred loan fees, net of costs, are included in the gain or loss
on sale of interest earning assets. Gains and losses on disposal of such loans
are computed on a specific identification basis.
Loans held for investment are stated at amortized cost, less an
allowance for loan losses, discount, deferred loan fees and undisbursed loan
funds. To qualify for this treatment, upon origination or purchase the Company
must have both the ability and the intent to hold such loans to maturity. Loan
origination fees and certain direct loan origination costs are deferred and
recognized over the lives of the related loans as a yield adjustment and
included in interest income using the interest method applied on a loan-by-loan
basis.
Interest income is accrued as it is earned. Loans are placed on
non-accrual status after being delinquent greater than 89 days or earlier if the
borrower is deemed by management to be unable to continue performance. When a
loan is placed on non-accrual status, interest accrued but not received is
reversed. In addition, the amortization of deferred loan fees is suspended when
a loan is placed on nonaccrual status. Loans are returned to accrual status only
when the loan is reinstated and ultimate collectibility is no longer in doubt.
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is maintained at a level that management,
based upon an evaluation of known and inherent risks in the portfolio, considers
adequate to provide for losses. Specific valuation allowances are established
for impaired loans in the amount by which the carrying value, before allowance
for estimated losses, exceeds the fair value of collateral less costs to dispose
on an individual loan basis, except for single family residential mortgage loans
and consumer loans which are generally evaluated for impairment as homogeneous
pools of loans. The Company considers a loan to be impaired when, based upon
current information and events, it believes that it is probable that the Company
will be unable to collect on a timely basis all amounts due according to the
contractual terms of the loan agreement. The Company measures these impaired
loans at the fair value of the loans' underlying collateral less estimated
disposal costs. Impaired loans may be left on accrual status during the period
the Company is pursuing repayment of the loan. These loans are placed on
non-accrual status at such time that either: (i) the loans become 90 days
delinquent; or (ii) the Company determines the borrower is incapable of, or has
ceased efforts toward, curing the cause of the impairment. Impairment losses are
recognized through an increase in the allowance for loan losses and a
corresponding charge to the provision for loan losses. When an impaired loan is
either sold, transferred to real estate owned ("REO") or charged off, any
related valuation allowance is removed from the allowance for loan losses.
Charge-offs occur when loans, or a portion thereof, are considered uncollectible
and of such little value that their continuance as bankable assets is not
warranted. Management's periodic evaluation of the allowance for loan losses is
based upon an analysis of the portfolio, historical loss experience, economic
conditions and trends, collateral values and other relevant factors. Future
adjustments to the allowance may be necessary if economic conditions and trends,
collateral values and other relevant factors differ substantially from the
assumptions used in making the evaluation.
DISCOUNT LOAN PORTFOLIO
The Company acquires at a discount certain mortgage loans, for which
the borrower is not current as to principal and interest payments or for which
there is a reason to believe the borrower will be unable to continue to make its
scheduled principal and interest payments. The Company accounts for its initial
investment in a pool of loans based upon the pricing methodologies used to bid
on the pool. The acquisition cost is allocated to each loan within the pool when
the bid price was determined based upon an analysis of the expected future cash
flows of each individual loan. The acquisition cost is accounted for in the
aggregate when the bid price was determined using assumptions concerning the
expected future cash flows from groups of loans within the pool. For those
single family residential mortgage loans which are brought current by the
borrower and certain multi-family and commercial real estate loans which are
current and which the Company believes will remain current, the remaining
unamortized discount is accreted into interest income as a yield adjustment
using the interest method over the contractual maturity of the loan. For all
other loans, interest is reported as cash is received. Gains on the repayment
and discharging of loans are reported as interest income. In situations where
the collateral is foreclosed upon, the loans are transferred to real estate
owned upon receipt of title to the property.
71
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
REAL ESTATE OWNED
Properties acquired through foreclosure are valued at the lower of the
adjusted cost basis of the loan or fair value less estimated costs of disposal
of the property after the date of foreclosure. Properties held are periodically
re-evaluated to determine that they are being carried at the lower of cost or
fair value less estimated costs to dispose. Sales proceeds and related costs are
recognized with passage of title to the buyer and, in cases where the Company
finances the sale, receipt of sufficient down payment. Rental income related to
properties is reported as income as earned. Holding and maintenance costs
related to properties are reported as period costs as incurred. No depreciation
expense related to the properties has been recorded. Decreases in the market
value of foreclosed real estate subsequent to foreclosure are recognized as a
valuation allowance on a property specific basis. Subsequent increases in market
value of the foreclosed real estate are reflected as reductions in the valuation
allowance, but not below zero. Such changes in the valuation allowance are
charged or credited to income.
MORTGAGE SERVICING RIGHTS
In connection with the securitization and sale of loans, the Company
generally retains the rights to service such loans for investors. A servicing
asset or liability and other retained interests are recognized as an allocation
of the carrying amount of the assets sold between the asset sold and the
servicing obligation and other retained interests based on the relative fair
value of the assets sold to the interests retained. The Company also acquires
mortgage servicing rights which are recorded at cost. Mortgage servicing assets
are amortized in proportion to and over the period of estimated net servicing
income. Estimated net servicing income is determined using the estimated future
balance of the underlying mortgage loan portfolio which, absent new purchases,
declines over time from prepayments and scheduled loan amortization. The Company
adjusts amortization prospectively in response to changes in estimated
projections of future cash flows. The Company evaluates the mortgage servicing
assets for impairment based on the fair value of the servicing assets by strata.
The Company stratifies the servicing assets based on legal loan-to-value,
seasoning, coupon rate and delinquency rate. The Company estimates fair value by
discounting servicing assets cash flows using discount and prepayment rates that
it believes market participants would use. To the extent the carrying value of
the servicing assets exceed fair value by strata, a valuation allowance is
established, which may be adjusted in the future, as the value of the servicing
assets increase or decrease.
To date, the Company has not been required to record any servicing
liability for any of its servicing contracts based on the servicing fees in the
contracts.
MORTGAGE SERVICING FEES AND ADVANCES ON LOANS SERVICED FOR OTHERS
The Company receives fees from investors for servicing mortgage loans.
Servicing fees, generally expressed as a percent of the unpaid principal
balance, are collected from the borrowers' payments. Late charge income and
other ancillary fees, net of amortization of servicing assets, are also included
in servicing income. During any period in which the borrower is not making
payments, the Company is required under certain servicing agreements to advance
its own funds to meet contractual principal and interest remittance requirements
for certain investors, maintain property taxes and insurance, and process
foreclosures. The Company generally recovers such advances from borrowers for
reinstated and performing loans and from investors for foreclosed loans. A
charge to servicing income is recorded to the extent the advances are estimated
to be uncollectible under provisions of the servicing contracts, taking into
consideration historical loss and delinquency experience, length of delinquency
and the amount of the advance.
INVESTMENT IN REAL ESTATE
Investment in real estate is recorded at cost less accumulated
depreciation. The Company reviews its investment in real estate for impairment
whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable.
72
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
Depreciation is computed on a straight-line basis over the estimated
useful lives of the assets as follows:
Buildings and improvements 39 - 40 years
Tenant improvements Lesser of lease term or useful life
Land improvements 20 years
Furniture, fixtures and equipment 5 - 10 years
In addition, in conjunction with its commercial loan acquisition and
resolution activities, the Company acquired certain acquisition, development and
construction loans in which the Company participated in the residual profits of
the underlying real estate and the borrower had not contributed substantial
equity to the project. As such, the Company accounted for these loans under the
equity method of accounting as though it had made an investment in a real estate
limited partnership.
The Company's investments in real estate partnerships are accounted for
under the equity method of accounting. Under the equity method of accounting, an
investment in the shares or other interests of an investee is recorded at cost
of the shares or interests acquired and thereafter is periodically increased
(decreased) by the investors proportionate share of earnings (losses) of the
investee and decreased by the dividends or distributions received by the
investor from the investee.
Expenditures for repairs and maintenance are charged to operations as
incurred. Significant improvements are capitalized. The leases are classified as
operating. Fees and costs incurred in the successful negotiation of leases are
deferred and amortized on a straight-line basis over the terms of the respective
leases. Rental income is reported on a straight-line basis over the terms of the
respective leases.
REAL ESTATE HELD FOR SALE
Real estate held for sale is reported at the lower of the carrying
amount or fair value less cost to sell. Real estate is classified as held for
sale when the Company has committed to a plan to sell the assets, and
depreciation is discontinued. Gains and losses on the sale of real estate held
for sale are included in gain on other non-interest earning assets, net, in the
consolidated statement of operations.
LOW-INCOME HOUSING TAX CREDIT INTERESTS HELD FOR SALE
Low-income housing tax credit interests held for sale are reported at
the lower of cost or fair value less costs to sell. Investments in low-income
housing tax credit interests are classified as held for sale when the Company
has agreements to sell the interests. Gains and losses on the sale of
investments in low-income housing tax credit interests are included in gain on
other non-interest earning assets, net, in the consolidated statement of
operations.
INVESTMENTS IN LOW-INCOME HOUSING TAX CREDIT INTERESTS
Low-income housing tax credit partnerships own multi-family residential
properties which have been allocated tax credits under the Internal Revenue Code
of 1986, as amended (the "Internal Revenue Code"). The obligations of the
partnership to sustain qualifying status of the properties covers a 15-year
period; however, tax credits accrue over a 10-year period on a straight-line
basis. Investments by the Company in low-income housing tax credit partnerships
made on or after May 18, 1995, in which the Company invests solely as a limited
partner, are accounted for using the equity method. For the Company's limited
partnership investments made prior to this date, the Company records its receipt
of income tax credits and other tax benefits on a level yield basis over the
15-year obligation period and reports the tax credits and tax benefits net of
amortization of its investment in the limited partnership as a reduction of
income tax expense. Low-income housing tax credit partnerships in which the
Company has invested as a limited partner, and through which a subsidiary acts
as the general partner, are consolidated and included in the Company's
consolidated financial statements. For all investments in low-income housing tax
credit partnerships made after May 18, 1995, the Company capitalizes interest
expense and certain direct costs incurred during the pre-operating period.
EXCESS OF COST OVER NET ASSETS ACQUIRED
The excess of purchase price over net assets of acquired businesses is
stated at cost and is amortized on a straight-line basis over the estimated
future periods to be benefited, not to exceed 15 years. The carrying value of
cost in excess of net assets acquired is
73
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
reviewed for impairment whenever events or changes in circumstances indicate
that it may not be recoverable. Additionally, the Company evaluates the
amortization periods to determine whether events or circumstances warrant
revised amortization periods. The results of operations of acquired companies
are included in the consolidated statements of operations beginning with the
acquisition date.
PREMISES AND EQUIPMENT
Premises and equipment are carried at cost and, except for land, are
depreciated over their estimated useful lives on the straight-line method as
follows:
Buildings 39 years
Land improvements 15 years
Furniture and fixtures 5 years
Computer hardware and software 3 years
Leasehold improvements Life of the lease, with maximum
lease term of 10 years.
CAPITALIZED SOFTWARE COSTS
Certain costs attributable to developing, modifying and enhancing its
software revenue products are capitalized. Costs incurred up to the
establishment of technological feasibility are expensed as research and
development costs. Once the products are made available for general release to
customers, the capitalized costs are amortized using the straight-line method
over the estimated economic lives of the individual products. The unamortized
costs by product are reduced to an amount not to exceed the future net
realizable value by product at each financial statement date.
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
The Company periodically enters into sales of securities under
agreements to repurchase the same securities ("reverse repurchase agreements").
Reverse repurchase agreements are treated as financings, and the obligations to
repurchase securities sold are reflected as a liability in the accompanying
consolidated statements of financial condition. All securities underlying
reverse repurchase agreements are reflected as assets in the accompanying
consolidated statements of financial condition and are held in safekeeping by
custodians.
EXCESS OF NET ASSETS ACQUIRED OVER PURCHASE PRICE
The effects of the acquisition of OAC resulted in a new basis of
accounting reflecting fair values of assets and liabilities at the date of
acquisition. The excess of assets over the purchase price of acquired net assets
resulting from the acquisition is stated at cost and is being amortized on a
straight-line basis over the estimated future periods to be benefited.
Management evaluates the estimate of the period to be benefited, which is
currently 39 months from the date of acquisition.
DERIVATIVE FINANCIAL INSTRUMENTS
The Company uses derivative financial instruments for the purpose of
managing its exposure to adverse fluctuations in interest and foreign currency
exchange rates. While these instruments are subject to fluctuations in value,
such fluctuations are generally offset by the change in value of the underlying
exposures being hedged. The Company does not enter into any derivative financial
instruments for trading purposes. To qualify for hedge accounting, the asset or
liability to be hedged must be specifically identified and expose the Company to
interest rate or currency risk, and the hedging instrument must substantially
reduce or alter the risk of loss from the asset or liability being hedged. If
the derivative financial instrument fails or ceases to qualify for hedge
accounting, it is accounted for at fair value with changes in fair value
recorded in earnings in the consolidated statements of operations.
The Company manages its exposure to interest rate movements by seeking
to match asset and liability balances within maturity categories, both directly
and through the use of derivative financial instruments. These derivative
instruments include interest rate swaps ("swaps"), interest rate futures
contracts and caps and floors that are designated and effective as hedges, as
well as swaps that are designated and effective in modifying the interest rate
and/or maturity characteristics of specified assets or liabilities. Gains and
losses on swaps are accounted for on the accrual basis.
74
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The net interest received or paid on swaps is reflected as interest
income or expense of the related hedged position. Gains and losses resulting
from the termination of swaps are recognized over the shorter of the remaining
contract lives of the swaps or the lives of the related hedged positions or, if
the hedged positions are sold, are recognized in the current period as gains on
sales of interest-earning assets, net. Gains and losses on futures contracts are
deferred as an adjustment of the carrying value of the related asset or
liability and amortized over the terms of the related assets or liabilities and
reflected as interest income or expense of the related hedged positions. If the
hedged positions are sold, any unamortized deferred gains or losses on futures
contracts are recognized in the current period as gains on sales of
interest-earning assets, net. Interest rate contracts are measured at fair
value.
The Company enters into foreign currency futures contracts and foreign
currency forward contracts to hedge its investments in foreign entities. The
Company periodically adjusts the amount of foreign currency derivative contracts
it has entered into in response to changes in its recorded investment. The
discount on the currency forward contracts, representing the difference between
the contracted forward rate and the spot rate at the date of inception, is
amortized over the life of the currency forward contracts on a straight-line
basis. The value of the currency forward contracts is calculated as the notional
amount of the currency forward contracts multiplied by the difference between
the spot rate at the date of inception and the spot rate at the financial
statement date. The unamortized discount related to foreign currency forward
contracts and the values of financial hedge instruments are reported as
translation adjustments and are included as a component of accumulated other
comprehensive income in stockholders' equity.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities of foreign entities where the functional
currency is not the U.S. dollar are translated into U.S. dollars at the current
rate of exchange existing at the statement of financial condition date, and
revenues and expenses are translated at average monthly rates. The resulting
translation adjustments are included as a component of accumulated other
comprehensive income in stockholders' equity.
INCOME TAXES
The Company files consolidated Federal income tax returns with its
subsidiaries. Consolidated income tax is allocated among the subsidiaries
participating in the consolidated returns as if each subsidiary of the Company,
which has one or more subsidiaries, filed its own consolidated return, and those
with no subsidiaries filed separate returns.
The Company accounts for income taxes using the asset and liability
method which requires the recognition of deferred tax liabilities and assets for
the expected future tax consequences of temporary differences between the
carrying amounts and the tax bases of assets and liabilities. Additionally,
deferred taxes are adjusted for subsequent tax rate changes. Management conducts
periodic evaluations to determine whether it is more likely than not that some
or all of the deferred tax asset will not be realized. Among the factors
considered in this evaluation are estimates of future earnings, the future
reversal of temporary differences and the impact of tax planning strategies that
can be implemented if warranted.
INVESTMENT IN UNCONSOLIDATED ENTITIES
The Company's investments in unconsolidated entities are accounted for
under the equity method of accounting. Under the equity method of accounting, an
investment in the shares or other interests of an investee is initially recorded
at the cost of the shares or interests acquired and thereafter is periodically
increased (decreased) by the investor's proportionate share of the earnings
(losses) of the investee and decreased by the dividends or distributions
received by the investor from the investee.
BASIC AND DILUTED EARNINGS PER SHARE
Basic earnings per share is calculated based upon the weighted average
number of shares of common stock outstanding during the year. Diluted earnings
per share is calculated based upon the weighted average number of shares of
common stock outstanding and all dilutive potential common shares outstanding
during the year. The computation of diluted earnings per share includes the
impact of the exercise of the outstanding options to purchase common stock and
assumes that the proceeds from such issuance are used to repurchase common
shares at fair value. Common stock equivalents would be excluded from the
diluted calculation if a net loss was incurred for the period as they would be
antidilutive.
75
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
COMPREHENSIVE INCOME
Comprehensive income is defined as the change in equity of a business
enterprise during a period from transactions and other events and circumstances
excluding those resulting from investments by and distributions to owners.
Comprehensive income is presented beginning with net income and adding the
elements of comprehensive income not included in the determination of net income
to arrive at comprehensive income. Accumulated other comprehensive income is
presented net of income taxes and is comprised of unrealized gains and losses on
securities available for sale, and unrealized foreign currency translation gains
and losses.
RISKS AND UNCERTAINTIES
In the normal course of business, the Company encounters two
significant types of risk: economic and regulatory. There are three main
components of economic risk: credit risk, market risk and concentration of
credit risk. Credit risk is the risk of default on the Company's loan portfolios
and derivative financial instruments that results from a borrowers' inability or
unwillingness to make contractually required payments. Market risk includes
interest rate risk, foreign currency exchange rate risk, and equity price risk.
The Company is exposed to interest rate risk to the degree that its
interest-bearing liabilities mature or reprice at different speeds, or different
bases, than its interest-earning assets. The Company is exposed to foreign
currency exchange rate risk in connection with its investment in non-U.S. dollar
functional currency operations and to the extent its foreign exchange positions
remain unhedged. The Company is exposed to equity price risk as a result of its
investments in the equity securities of other entities. Market risk also
reflects the risk of declines in the valuation of loans held for sale and
trading securities, and in the value of the collateral underlying loans and the
value of real estate held by the Company. Concentration of credit risk refers to
the risk that, if the Company extends a significant portion of its total
outstanding credit to borrowers in a specific geographical area or industry or
on the security of a specific form of collateral, the Company may experience
disproportionately high levels of default and losses if those borrowers, or the
value of such type of collateral, is adversely affected by economic or other
factors that are particularly applicable to such borrowers or collateral.
The Bank is subject to the regulations of various government agencies.
These regulations can and do change significantly from period to period. The
Bank also undergoes periodic examinations by the regulatory agencies, which may
subject it to further changes with respect to asset valuations, amounts of
required loss allowances and operating restrictions resulting from the
regulators' judgments based on information available to them at the time of
their examination.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Material
estimates that are particularly susceptible to significant change in the near or
medium term relate to the determination of the allowance for loan losses and
valuation of securities.
CURRENT ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities, as amended by FAS 137 and FAS 138 (collectively, "FAS
133"). FAS 133 is effective for all fiscal quarters of all fiscal years
beginning after June 15, 2000; accordingly, the Company adopted FAS 133 on
January 1, 2001.
FAS 133 requires that all derivative instruments be recorded on the
balance sheet at fair value. Changes in the fair value of derivatives are
recorded each period in current earnings or other comprehensive income,
depending on whether a derivative is designated as part of a hedge transaction
and, if it is, depending on the type of hedge transaction.
o For fair-value hedge transactions in which the Company is hedging
changes in fair value of an asset, liability, or firm commitment,
changes in the fair value of the derivative instrument are generally
offset in the income statement by changes in the hedged item's fair
value.
o For cash-flow hedge transactions in which the Company is hedging the
variability of cash flows related to a variable-rate asset, liability
or a forecasted transaction, changes in the fair value of the
derivative instrument are reported in other comprehensive income. The
gains and losses on the derivative instrument that are reported in
other comprehensive income are reclassified to earnings in the periods
in which earnings are impacted by the variability of the cash flows of
the hedged item.
76
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
o For hedge transactions of net investments in foreign operations,
changes in fair value of the derivative instrument are recorded in the
cumulative translation adjustment account within equity.
The ineffective portion of all hedges is recognized in current period
earnings.
For other derivative instruments used by the Company for risk
management purposes that do not meet the hedge accounting criteria and,
therefore, do not qualify for hedge accounting, the derivative instruments are
accounted for at fair value with changes in fair value recorded in the income
statement.
On January 1, 2001, the Company recorded a net of tax, cumulative
effect adjustment of $58 (gain) in accumulated other comprehensive income to
recognize at fair value the interest rate swap that is designated as a cash-flow
hedging of an outstanding line of credit. The Company expects to reclassify to
earnings during the next twelve months all of this transition adjustment.
Adoption of FAS 133 did not have a material impact on the Company's use
of futures contracts to hedge the net investments in its foreign subsidiaries,
as the FAS 133 accounting is similar to the pre-existing accounting. In
addition, adoption of FAS 133 did not have an impact on the Company's other risk
management instruments that do not meet the hedge criteria as these derivatives
were already accounted for at fair value with changes in fair value recognized
currently in earnings.
The FASB has also issued Statement of Financial Accounting Standards
No. 140 ("FAS 140"), Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities, as a replacement for the similarly titled
FAS 125. FAS 140 is effective for transfers and servicing of financial assets
and extinguishments of liabilities occurring after March 31, 2001. However, it
is effective for recognition and reclassification of collateral and for
disclosures relating to securitization transactions, mortgage servicing rights
and collateral for fiscal years ending after December 15, 2000.
FAS 140 provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities. The standards
are based on consistent application of a financial-components approach that
focuses on control. FAS 140 provides consistent standards for distinguishing
transfers of financial assets that are sales from transfers that are secured
borrowings.
This Statement requires an entity that has securitized financial assets
to disclose information about accounting policies, volume, cash flows, key
assumptions made in determining fair values of retained interests and
sensitivity of those fair values to changes in key assumptions. It also requires
that entities that securitize assets disclose certain information about the
securitized assets and any other financial assets it manages together with them,
including: (a) the total principal amount outstanding, the portion that has been
derecognized and the portion that continues to be recognized in each category
reported in the statement of financial position, at the end of the period; (b)
delinquencies at the end of the period; and (c) credit losses during the period.
As of December 31, 2000, the Company has adopted the disclosure
provisions of FAS 140.
NOTE 2: ACQUISITION AND DISPOSITION TRANSACTIONS
On November 22, 2000, the Company sold its minority investment in
Kensington Group plc ("Kensington") for proceeds, net of stamp duty and other
fees, of approximately (pound)34,500 or $48,600. As a result of the transaction,
the Company recorded a pretax gain on sale of $20,025.
On October 7, 1999, Ocwen Acquisition Company ("Acquisition Sub"), a
Virginia corporation and an indirect wholly-owned subsidiary of OCN, merged (the
"Merger") with and into OAC, a Virginia corporation, in accordance with the
Agreement of Merger (the "Merger Agreement") dated as of July 25, 1999 among
OAC, OCN and Acquisition Sub. In accordance with the Merger Agreement, OAC
shareholders (except for OCN or its subsidiaries) received 0.71 shares of OCN
stock for each outstanding share of OAC common stock. A total of 12,371,750
shares of OCN stock at a value of $96,809 were issued to OAC shareholders. Prior
to the Merger, the Company, through IMI, owned 1,540,000 or 8.12% of the
outstanding common stock of OAC and 1,808,733 units or 8.71% of the outstanding
partnership units of Ocwen Partnership L.P. ("OPLP"). OPLP is the operating
partnership subsidiary of OAC.
77
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The Merger, which resulted in OCN acquiring the remaining interest in
OAC, reflected an aggregate purchase price of $101,271, including direct costs
of the acquisition. The Merger was accounted for as a purchase, and the purchase
price was allocated to OAC's assets and liabilities based on their fair market
values as follows:
Purchase price................................................... $ 101,271
Fair value of net assets......................................... 161,313
----------
Excess of net assets acquired over purchase price................ $ 60,042
==========
Amortization of the excess of net assets acquired over the purchase
price is calculated on a straight-line basis. Amortization in 2000 includes an
additional of $2,330 resulting from the reduction in the estimated life of the
excess of net assets acquired over the purchase price from 60 months to 39
months, effective October 1, 2000. Results of operations from OAC from the date
of merger are included in OCN's consolidated statement of operations for 2000
and 1999.
On September 30, 1999, the Company sold all the shares of its
wholly-owned subsidiary, Ocwen UK, to Malvern House Acquisition Limited for the
pound sterling equivalent of $122,101 in cash. Ocwen UK was originally formed to
acquire substantially all of the assets, and certain of the liabilities, of the
United Kingdom operations of Cityscape Financial Corp., and commenced operations
on April 24, 1998. As a result of the transaction, the Company recorded a pretax
gain on sale of $50,371.
On June 2, 1999, OTX acquired substantially all of the assets of
Synergy Software, LLC ("Synergy"), a developer of commercial and multi-family
mortgage servicing systems, for $10,000 of which $5,000 has been paid and $5,000
is a holdback which will be released over time if certain performance objectives
are attained. The acquisition was accounted for as a purchase. The excess of
purchase price over net assets acquired related to this transaction amounted to
$4,948 and is being amortized on a straight-line basis over a period of seven
years. Synergy is a wholly-owned subsidiary of OTX.
NOTE 3: FAIR VALUE OF FINANCIAL INSTRUMENTS
A majority of the Company's assets, liabilities and off-balance sheet
instruments and commitments are considered financial instruments. For the
majority of the Company's financial instruments, principally loans and deposits,
fair values are not readily available since there are no available trading
markets as characterized by current exchanges between willing parties.
Accordingly, fair values can only be derived or estimated using various
valuation techniques, such as computing the present value of estimated future
cash flows using discount rates commensurate with the risks involved. However,
the determination of estimated future cash flows is inherently subjective and
imprecise. In addition, for those financial instruments with option-related
features, prepayment assumptions are incorporated into the valuation techniques.
It should be noted that minor changes in assumptions or estimation methodologies
can have a material effect on these derived or estimated fair values.
The fair values reflected below are indicative of the interest rate
environments as of December 31, 2000 and 1999, and do not take into
consideration the effects of interest rate fluctuations. In different interest
rate environments, fair value results can differ significantly, especially for
certain fixed-rate financial instruments and non-accrual assets. In addition,
the fair values presented do not attempt to estimate the value of the Company's
fee generating businesses and anticipated future business activities. In other
words, they do not represent the Company's value as a going concern.
Furthermore, the differences between the carrying amounts and the fair values
presented may not be realized.
Reasonable comparability of fair values among financial institutions is
difficult due to the wide range of permitted valuation techniques and numerous
estimates that must be made in the absence of secondary market prices. This lack
of objective pricing standards introduces a degree of subjectivity to these
derived or estimated fair values. Therefore, while disclosure of estimated fair
values of financial instruments is required, readers are cautioned in using this
data for purposes of evaluating the financial condition of the Company.
The methodologies used and key assumptions made to estimate fair value,
the estimated fair values determined and recorded carrying values follow:
78
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
CASH AND CASH EQUIVALENTS
Cash and cash equivalents have been valued at their carrying amounts as
these are reasonable estimates of fair value given the relatively short period
of time between origination of the instruments and their expected realization.
SECURITIES
The Company adjusts its securities portfolio to fair value within a
range based upon third party dealer quotations, where available, and internal
values, subject to an internal review process. For those securities which do not
have an available market quotation, the Company will request market values and
underlying assumptions from the various securities dealers that underwrote, are
currently financing the securities or have had prior experience with the type of
security to be valued. When quotations are obtained from two or more dealers,
the average dealer quote is generally utilized.
LOANS AVAILABLE FOR SALE, LOANS, MATCH FUNDED LOANS AND SECURITIES, AND DISCOUNT
LOANS
The fair value of performing loans is estimated based upon quoted
market prices for similar whole loan pools. The fair value of non-performing
loans is based on estimated cash flows discounted using a rate commensurate with
the risk associated with the estimated cash flows. The fair value of the match
funded loans and the discount loan portfolio is estimated based upon current
market yields at which recent pools of similar mortgages have traded taking into
consideration the timing and amount of expected cash flows. The match funded
securities are marked to fair value in the same manner as securities.
INVESTMENT SECURITIES
Investment securities represent required holdings of specified levels
of common stock issued by the Federal Home Loan Bank. These securities are
subject to regulatory restrictions that limit the Company's ability to dispose
of them freely and are carried at cost.
ADVANCES ON LOANS AND LOANS SERVICED FOR OTHERS
Advances on loans and loans serviced for others are valued at their
carrying amounts because they have no stated maturity and do not bear interest.
DEPOSITS
The fair value of demand deposits, savings accounts and money market
deposits is the amount payable on demand at the reporting date. The fair value
of fixed-maturity certificates of deposit is estimated by discounting the
required cash payments at the market rates offered for deposits with similar
maturities on the respective financial statement dates.
BORROWINGS
The fair value of the Company's bond-match funded loan agreements,
notes and debentures and capital securities are based upon quoted market prices.
The fair value of the Company's other borrowings, including securities sold
under agreements to repurchase and obligations outstanding under lines of
credit, approximate carrying value.
DERIVATIVE FINANCIAL INSTRUMENTS
The fair values of all derivative financial instruments are based on
quoted market prices.
LOAN COMMITMENTS, LETTERS OF CREDIT AND GUARANTEES
The fair values of loan commitments, letters of credit and guarantees
are estimated considering the difference between interest rates on the
respective financial statement dates and the committed rates.
79
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The carrying amounts and the estimated fair values of the Company's
financial instruments are as follows:
December 31, 2000 December 31, 1999
--------------------------- ---------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
---------- ---------- ---------- ----------
FINANCIAL ASSETS:
Interest earning and non-interest earning cash... $ 153,736 $ 153,736 $ 242,219 $ 242,219
Federal funds sold............................... -- -- 112,000 112,000
Trading securities............................... 390,242 390,242 -- --
Securities available for sale.................... -- -- 587,518 587,518
Loans available for sale......................... 10,610 10,610 45,213 45,213
Investment securities............................ 13,257 13,257 10,965 10,965
Loan portfolio, net.............................. 93,414 93,408 157,408 157,184
Discount loan portfolio, net..................... 536,028 579,909 913,229 935,336
Match funded loans and securities, net........... 116,987 109,635 157,794 154,623
Advances on loans and loans serviced for others.. 227,055 227,055 162,548 162,548
FINANCIAL LIABILITIES:
Deposits......................................... 1,258,360 1,276,268 1,814,647 1,820,700
Securities sold under agreements to repurchase... -- -- 47,365 47,365
Bond-match funded loan agreements................ 107,050 108,783 141,515 141,557
Obligations outstanding under lines of credit.... 32,933 32,933 187,866 187,866
Notes, debentures and other interest-bearing
obligations.................................... 173,330 152,277 317,573 290,244
Capital securities............................... 79,530 48,911 110,000 72,600
DERIVATIVE FINANCIAL INSTRUMENTS:
Interest rate swaps.............................. -- 59 1,274 3,702
Caps and floors.................................. 271 499 1,083 2,336
U.S. Treasury futures............................ -- -- 178 178
Swaptions and put options........................ -- -- 726 726
Currency forward................................. -- -- (976) (976)
British Pound futures............................ (339) (339) 121 121
Canadian Dollar futures.......................... (242) (242) (320) (320)
OTHER:
Loan commitments................................. -- 11,259 -- 25,985
Letters of credit................................ -- 6,968 -- 30,205
Guarantees....................................... -- 7,035 -- --
80
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
NOTE 4: TRADING SECURITIES
As discussed in Note 1, the Company reclassified its securities
available for sale to trading on September 30, 2000. The fair value of the
Company's trading securities are as follows at December 31, 2000:
Collateralized mortgage obligations (AAA-rated)................. $ 277,595
-----------
Subordinates and residual securities:
Single family residential:
BB-rated subordinates..................................... 4,563
B-rated subordinates...................................... 2,911
Unrated subordinates...................................... 9,361
Unrated subprime residuals ............................... 93,176
-----------
110,011
-----------
Multi-family and commercial:
Unrated subordinates...................................... 2,636
-----------
112,647
-----------
$ 390,242
===========
One security in the trading securities portfolio, which had a fair
value of $3,454 at December 31, 2000, is pledged as collateral to the State of
New Jersey in connection with the Bank's sales of certificates of deposit over
$100 to New Jersey municipalities. Collateralized mortgage obligations with a
fair value of $17,702 at December 31, 2000, were pledged as collateral to the
FHLB of New York for advances.
At December 31, 2000, the Company held securities with an aggregate
fair value of $144,805 and $68,651 that were issued by Freddie Mac and
Fanniemae, respectively.
A profile of the maturities of trading securities at December 31, 2000,
follows. Mortgage-backed securities are included based on their weighted-average
maturities, reflecting anticipated future prepayments.
Weighted
Average
Yield Fair Value
-------- ----------
Due within one year................................... 7.43% $ 258,148
Due after 1 through 5 years........................... 15.47 84,799
Due after 5 through 10 years.......................... 18.49 32,213
Due after 10 years.................................... 12.15 15,082
----------
10.28 $ 390,242
==========
Unrealized loss on trading and match funded securities, net, for the
year ended December 31, 2000, was comprised of the following:
Trading securities:
Unrealized loss on reclassification from available for sale..... $ 7,834
Change in unrealized holding gains or losses.................... (3,875)
----------
3,959
----------
Match funded securities:
Unrealized loss on reclassification from available for sale..... (10,240)
Change in unrealized holding gains or losses.................... 1,355
----------
(8,885)
----------
$ (4,926)
==========
81
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The residual and subordinate securities classified as trading
securities at December 31, 2000 include retained interests with a fair value of
$43,016 from securitizations of loans completed by the Company in prior years.
The Company completed no securitizations of loans during the year ended December
31, 2000.
The key economic assumptions used to estimate the fair value of these
retained interests as of December 31, 2000 were as follows:
Weighted Average
----------------
Discount rate.......................................... 18.66%
Projected prepayments.................................. 19.07%
Projected average life................................. 2.63 years
Projected annual loss rates............................ 3.20%
Static pool losses..................................... 13.75%
As of December 31, 2000, the effect on the fair value of the retained
interests caused by immediate adverse changes in the assumptions shown above
would be as follows:
Decrease
----------
Discount rate:
Impact of a +10% change...................................... $ (2,841)
Impact of a +20% change...................................... (5,394)
Prepayments:
Impact of a -10% change...................................... (213)
Impact of a -20% change...................................... (380)
Loss rates:
Impact of a +10% change...................................... (4,111)
Impact of a +20% change...................................... (7,497)
These sensitivities are hypothetical and are presented for illustrative
purposes only. The changes in the assumptions regarding prepayments and loss
rates were applied to the cash flows of the loans underlying the retained
securities. Changes in assumptions regarding discount rates were applied to the
cash flows of the securities. Changes in fair value based upon a change in
assumptions generally cannot be extrapolated because the relationship of the
change in assumption to the change in fair value may not be linear. The changes
in assumptions presented in the table above were calculated without changing any
other assumption. In reality, changes in one assumption may result in changes in
another, which may magnify or offset the sensitivities presented. For example,
changes in market interest rates may simultaneously impact prepayments, losses
and the discount rate.
As of and for the year ended December 31, 2000, the following information
is provided regarding securitized loans and related financial assets managed by
the Company:
Current unpaid principal balance of securitized loans.......... $ 1,943,146
Delinquencies of securitized loans (30 days past due).......... 471,213
Losses, net of recoveries, on securitized loans................ 106,892
82
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
NOTE 5: SECURITIES AVAILABLE FOR SALE
The Company reclassified its securities available for sale to trading
on September 30, 2000. The amortized cost, fair value and gross unrealized gains
and losses on the Company's securities available for sale were as follows at
December 31, 1999:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- ----------- ----------- -----------
Mortgage-related securities Single family residential:
AAA-rated collateralized mortgage obligations $ 393,426 $ 50 $ (1,089) $ 392,387
BB-rated subordinates.................................... 4,697 1,244 (33) 5,908
B-rated subordinates..................................... 5,380 990 (272) 6,098
Unrated subordinates..................................... 15,790 2,543 (1,046) 17,287
Unrated subprime residuals .............................. 125,452 2,126 (3,491) 124,087
----------- ----------- ----------- -----------
544,745 6,953 (5,931) 545,767
----------- ----------- ----------- -----------
Multi-family and commercial:
B-rated subordinates..................................... 38,234 -- -- 38,234
Unrated subordinates..................................... 3,503 -- -- 3,503
Unrated interest-only.................................... -- 14 -- 14
----------- ------------ ----------- -----------
41,737 14 -- 41,751
----------- ------------ ----------- -----------
$ 586,482 $ 6,967 $ (5,931) $ 587,518
=========== =========== =========== ===========
The amortized cost of mortgage-related securities at December 31, 1999
was net of unaccreted (discounts) and unamortized premiums of $(104,425).
One security in the available for sale portfolio, which had a fair
value of $13,210 at December 31, 1999, was pledged as collateral to the State of
New Jersey in connection with the Bank's sales of certificates of deposit over
$100 to New Jersey municipalities. Mortgage-related securities with an amortized
cost of $108,234 and a fair value of $105,615 were posted as collateral for
securities sold under agreements to repurchase at December 31, 1999.
Collateralized mortgage obligations with a fair value of $16,240 at December 31,
1999, were pledged as collateral to the FHLB of New York for advances.
A profile of the maturities of securities available for sale at
December 31, 1999, follows. Mortgage-backed securities are included based on
their weighted-average maturities, reflecting anticipated future prepayments.
Amortized Cost Fair Value
-------------- ----------
Due within one year............................ $ 363,195 $ 363,672
Due after 1 through 5 years.................... 162,155 161,609
Due after 5 through 10 years................... 41,993 43,045
Due after 10 years............................. 19,139 19,192
---------- ----------
$ 586,482 $ 587,518
========== ==========
83
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
Gross realized gains and losses, proceeds on sales, premiums amortized
against and discounts accreted to income were as follows during the periods
indicated:
Year Ended December 31.
Nine Months Ended ----------------------------------
September 30, 2000 1999 1998
------------------ ------------ ------------
Securities:
Gross realized gains.................................. $ 3,579 $ 6,567 $ 9,082
Gross realized losses................................. (56) (1,517) (957)
-------------- ------------ ------------
Net realized gains (1)................................ $ 3,523 $ 5,050 $ 8,125
============= ============ ============
Proceeds on sales..................................... $ 553,589 $ 43,923 $ 269,828
============= ============ ============
Net premium amortization.............................. $ 5,937 $ 11,074 $ 56,487
============= ============ ============
<FN>
(1) Excludes impairment charges incurred during 2000, 1999 and 1998 related to
AAA-rated agency interest-only securities, subordinates and subprime
residual securities.
</FN>
NOTE 6: LOANS AVAILABLE FOR SALE
The following table sets forth the composition of the Company's loans
available for sale by type of loan at December 31:
Carrying Value
--------------------------
2000 1999
---------- ----------
Loan type:
Single family residential................... $ 10,559 $ 45,084
Consumer.................................... 51 129
---------- ----------
Total loans available for sale.............. $ 10,610 $ 45,213
========== ==========
The loans available for sale portfolio is secured by mortgages on
property located throughout the United States. The following table sets forth
the five states in which the largest amount of properties securing the Company's
loans available for sale were located at December 31, 2000:
Single family
Residential Consumer Total
----------- ------------ -----------
New Jersey.................... $ 4,787 $ -- $ 4,787
Michigan...................... 1,420 -- 1,420
Florida....................... 876 32 908
Ohio.......................... 725 -- 725
Connecticut................... 714 -- 714
Other (1)..................... 2,037 19 2,056
----------- ------------ -----------
Total...................... $ 10,559 $ 51 $ 10,610
=========== ============ ===========
(1) Consists of properties located in 17 other states, none of which aggregated
over $700 in any one state.
84
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The following table presents a summary of the Company's non-performing
loans (loans which were past due 90 days or more) in the loans available for
sale portfolio at December 31:
2000 1999
---------- ----------
Non-performing loans:
Single family ................................ $ 2,404 $ 15,319
Consumer...................................... 2 1
---------- ----------
$ 2,406 $ 15,320
========== ==========
Non-performing loans as a percentage of:
Total loans available for sale................ 22.68% 33.88%
Total assets.................................. 0.11% 0.47%
If non-accrual loans had been current in accordance with their original
terms, interest income for the years ended December 31, 2000 and 1999 would have
been greater by approximately $308 and $1,863, respectively. No interest has
been accrued on loans greater than 89 days past due.
NOTE 7: LOAN PORTFOLIO
The Company's loan portfolio consisted of the following at December 31:
Carrying Value
------------------------
2000 1999
---------- ----------
LOAN TYPE:
Single family residential......................... $ 848 $ 4,334
---------- ----------
Multi-family residential:
Permanent....................................... 6,083 23,430
Construction.................................... 39,123 57,526
---------- ----------
Total multi-family residential.................. 45,206 80,956
---------- ----------
Commercial real estate:
Hotel Construction.............................. 38,153 38,349
Office ......................................... 20,817 64,745
Land ........................................... 1 2,238
---------- ----------
Total commercial real estate.................. 58,971 105,332
---------- ----------
Other ............................................ 48 82
---------- ----------
Total loans................................... 105,073 190,704
Undisbursed loan funds............................ (8,879) (24,654)
Unamortized deferred fees......................... (372) (1,383)
Allowance for loan losses......................... (2,408) (7,259)
---------- ----------
Loans, net.................................... $ 93,414 $ 157,408
========== ==========
85
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The following table presents a summary of the Company's non-performing
loans, allowance for loan losses and significant ratios for its loan portfolio
at and for the years ended December 31:
2000 1999 1998
---------- ---------- ----------
NON-PERFORMING LOANS:
Single family residential................................... $ 316 $ 982 $ 1,169
Multi-family residential.................................... 13,373 11,037 7,392
Commercial real estate and other............................ 4,581 19,360 488
---------- ---------- ----------
$ 18,270 $ 31,379 $ 9,049
========== ========== ==========
ALLOWANCE FOR LOAN LOSSES:
Balance, beginning of year.................................. $ 7,259 $ 4,928 $ 3,695
Provision for loan losses................................... 4 1,636 891
Charge-offs................................................. (4,855) (8) (219)
Recoveries.................................................. -- -- 561
Acquired allowance (OAC acquisition)........................ -- 703 --
---------- ---------- ----------
Balance, end of year........................................ $ 2,408 $ 7,259 $ 4,928
========== ========== ==========
SIGNIFICANT RATIOS:
Non-performing loans as a percentage of:
Total loans.............................................. 19.07% 19.06% 3.85%
Total assets............................................. 0.81% 0.96% 0.27%
Allowance for loan losses as a percentage of:
Total loans.............................................. 2.51% 4.41% 2.09%
Non-performing loans..................................... 13.18% 23.13% 54.46%
If non-accrual loans had been current in accordance with their original
terms, interest income for the years ended December 31, 2000, 1999 and 1998,
would have been greater by approximately $1,919, $1,139 and $284, respectively.
No interest has been accrued on loans greater than 89 days past due.
At December 31, 2000, the Company had five commercial loans with an
aggregate carrying value of $1,877, net of allowance for loan losses of $361,
which were impaired. The average carrying value of impaired loans for the year
ended December 31, 2000 was $8,988. At December 31, 1999, the Company had two
commercial loans with an aggregate carrying value of $1,793, net of allowance
for loan losses of $1,982, which were impaired.
The following table sets forth the geographic distribution of
properties securing the Company's non-accrual loans in the loan portfolio at
December 31, 2000:
Single Family Multi-family Commercial
Residential Residential Real Estate Total
----------- ------------ ----------- ----------
Texas.............. $ -- $ 5,500 $ -- $ 5,500
California......... -- 3,304 1 3,305
New York........... -- 2,724 329 3,053
Florida............ -- -- 2,850 2,850
Michigan........... -- 1,040 1,082 2,122
Other (1).......... 316 805 319 1,440
---------- ---------- ---------- ----------
Total........... $ 316 $ 13,373 $ 4,581 $ 18,270
========== ========== ========== ==========
86
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The loan portfolio is secured by mortgages on properties located
throughout the United States. The following table sets forth the five states in
which the largest amount of properties securing the Company's loans were located
at December 31, 2000:
Single Family Multi-family Commercial
Residential Residential Real Estate Consumer Total
----------- ------------ ----------- ---------- ----------
New York........... $ 157 $ 4,237 $ 18,045 $ -- $ 22,439
California......... -- 22,083 1 -- 22,084
Delaware........... 429 -- 12,883 -- 13,312
Virginia........... -- -- 7,650 -- 7,650
Illinois........... -- -- 7,555 -- 7,555
Other (1).......... 262 18,886 12,837 48 32,033
---------- ---------- ---------- ---------- ----------
Total........... $ 848 $ 45,206 $ 58,971 $ 48 $ 105,073
========== ========== ========== ========== ==========
<FN>
(1) Consists of properties located in 11 other states, none of which
aggregated over $7,513 in any one state.
</FN>
NOTE 8: DISCOUNT LOAN PORTFOLIO
The Company has acquired, through private sales and auctions, mortgage
loans at a discount because the borrowers are either not current as to principal
and interest payments, or there is doubt as to the borrowers' ability to pay in
full the contractual principal and interest. The Company estimates the amounts
it will realize through foreclosure, collection efforts or other resolution of
each loan and the length of time required to complete the collection process in
determining the amounts it will bid to acquire such loans.
The resolution alternatives applied to the discount loan portfolio are:
(i) the borrower brings the loan current in accordance with original or modified
terms; (ii) the borrower repays the loan or a negotiated amount; (iii) the
borrower agrees to a deed-in-lieu of foreclosure, in which case it is classified
as real estate owned and held for sale by the Company and (iv) the Company
forecloses on the loan and the property is either acquired at the foreclosure
sale by a third-party or by the Company, in which case it is classified as real
estate owned and held for sale. Upon receipt of title to the property, the loans
are transferred to real estate owned.
The Company's discount loan portfolio consists of the following at
December 31:
2000 1999
----------- -----------
Single family residential loans................. $ 289,883 $ 597,719
Multi-family residential loans.................. 105,591 191,971
Commercial real estate loans:
Office buildings........................... 77,608 97,784
Hotels..................................... 63,967 75,095
Retail properties.......................... 85,924 105,247
Other properties........................... 36,511 87,148
----------- -----------
264,010 365,274
----------- -----------
Other loans..................................... 17,188 21,615
----------- -----------
Total discount loans....................... 676,672 1,176,579
----------- -----------
Unaccreted discount:
Single family residential loans............ (74,184) (147,630)
Multi-family residential loans............. (5,176) (37,981)
Commercial real estate loans............... (40,413) (57,604)
Other loans................................ -- (954)
----------- -----------
(119,773) (244,169)
----------- -----------
556,899 932,410
Allowance for loan losses....................... (20,871) (19,181)
----------- -----------
Discount loans, net............................. $ 536,028 $ 913,229
=========== ===========
87
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The discount loan portfolio is secured by mortgages on property located
throughout the United States. The following table sets forth the five states in
which the largest amount of properties securing the Company's discount loans
were located at December 31, 2000:
Commercial
Single Family Multi-Family Real Estate
Residential Residential and Other Total
----------- ----------- ----------- -----------
California.......... $ 19,115 $ 3,474 $ 65,768 $ 88,357
Michigan............ 6,755 36,047 18,840 61,642
Illinois............ 10,806 40,604 1,281 52,691
New York............ 20,854 -- 26,901 47,755
Wisconsin........... 1,935 -- 34,515 36,450
Other (1)........... 156,234 20,290 93,480 270,004
----------- ----------- ----------- -----------
$ 215,699 $ 100,415 $ 240,785 $ 556,899
=========== =========== =========== ===========
(1) Consists of properties located in 45 other states, none of which
aggregated over $30,879 in any one state.
The following table sets forth the contractual payment status at
December 31 of the loans in the Company's gross discount loan portfolio:
December 31,
-----------------------
2000 1999
---------- ----------
Loans without Forbearance Agreements:
Current......................................... $ 295,616 $ 509,845
Past due 31 days to 89 days...................... 6,295 23,438
Past due 90 days or more......................... 295,226 448,312
Acquired and servicing not yet transferred....... -- 87,538
---------- ----------
Subtotal...................................... 597,137 1,069,133
---------- ----------
Loans with Forbearance Agreements:
Current.......................................... 3,888 2,958
Past due 31 days to 89 days...................... 2,090 8,904
Past due 90 days or more (1)(2).................. 73,557 95,584
---------- ----------
Subtotal...................................... 79,535 107,446
---------- ----------
$ 676,672 $1,176,579
========== ==========
(1) Includes $52,997 of loans which were less than 90 days past due under
the terms of the forbearance agreements at December 31, 2000, of which
$50,719 were current and $2,278 were past due 31 to 89 days.
(2) Includes $95,218 of loans which were less than 90 days past due under
the terms of the forbearance agreements at December 31, 1999, of which
$67,897 were current and $27,321 were past due 31 to 89 days.
88
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The following schedule presents a summary of the Company's allowance
for loan losses and significant ratios for its discount loans at and for the
years ended December 31:
2000 1999 1998
---------- ---------- ----------
ALLOWANCE FOR LOAN LOSSES:
Balance at beginning of year...................................... $ 19,181 $ 21,402 $ 23,493
Provision for loan losses......................................... 15,266 5,434 17,618
Charge-offs....................................................... (14,213) (8,052) (20,130)
Recoveries........................................................ 637 397 421
---------- ---------- ----------
Balance at end of year............................................ $ 20,871 $ 19,181 $ 21,402
========== ========== ==========
SIGNIFICANT RATIOS:
Allowances for loan losses as a percentage of:
Total loans (1)............................................... 3.75% 2.06% 2.04%
Total assets.................................................. 0.93% 0.58% 0.65%
Net charge-offs as a percentage of average discount loans......... (1.66)% (0.80)% (1.52)%
<FN>
(1) Total loans are net of unaccreted discount.
</FN>
At December 31, 2000, the Company had six commercial discount loans
with an aggregate carrying value of $19,744, net of allowance for loan losses of
$1,267, which were impaired. Impaired discount loans at December 31, 2000 were
primarily comprised of one loan with a carrying value of $17,896 and secured by
a hotel property. The average carrying value of impaired loans for the year
ended December 31, 2000 was $25,572.
NOTE 9: MATCH FUNDED LOANS AND SECURITIES
Match funded loans and securities are comprised of the following at
December 31:
2000 1999
--------- ---------
Single family residential loans (1).................. $ 80,834 $ 105,596
Allowance for loan losses............................ (285) (495)
--------- ---------
Match funded loans, net........................... 80,549 105,101
Match funded securities.............................. 36,438 52,693
--------- ---------
Balance at end of period............................. $ 116,987 $ 157,794
========= =========
(1) Includes $2,831 and $1,127 of non-performing loans at December 31, 2000
and 1999, respectively.
At December 31, 2000, the Company held match funded loans acquired as a
result of the OAC acquisition. These loans were securitized and transferred by
OAC to OAC Mortgage Residential Securities, Inc., a real estate mortgage
investment conduit (the "Trust") on November 13, 1998. On that date, the Trust
issued two classes of notes secured by the related group of mortgage loans. At
December 31, 2000, Loan Group I consisted of approximately 548 mortgage loans
with original terms of up to 30 years that are secured by first liens on single
family residential properties. At that same date, Loan Group II consisted of
approximately 365 mortgage loans with original terms of up to 30 years that are
secured by first or second liens on single family residential properties. Upon
the transfer, OAC received approximately $173,900 of proceeds. The transfer did
not qualify as a sale for accounting purposes. Accordingly, the proceeds
received from the transfer are reported as a liability (bonds-match funded
agreements) in the Consolidated Statement of Financial Condition. See Note 19.
89
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The match funded loans are secured by mortgages on properties located
throughout the United States. The following table sets forth the five states in
which the largest amount of properties securing the Company's loans were located
at December 31, 2000:
Michigan...................................................... $ 15,071
California.................................................... 8,374
Florida....................................................... 5,697
Texas......................................................... 5,080
Massachusetts................................................. 4,271
Other (1)..................................................... 42,341
----------
$ 80,834
==========
(1) Consists of properties located in 41 other states, none of which
aggregated over $3,420 in any one state.
Additionally, at December 31, 2000, the Company held match funded
securities, with a fair value of $36,438 resulting from the Company's transfer
of four unrated residual securities to Ocwen NIM Corp. on December 16, 1999 in
exchange for $43,000 in non-recourse notes (Series 1999-OAC1). Upon the
transfer, the Company received approximately $40,100 of proceeds. The transfer
did not qualify as a sale for accounting purposes. Accordingly, the amount of
proceeds from the transfer are reported as a liability (bonds-match funded
agreements) in the Consolidated Statement of Financial Condition. See Note 19.
The following table summarizes the maturities of the match-funded
securities at December 31, 2000. Maturities are based on weighted-average unpaid
principal balance and reflect anticipated future prepayments based on a
consensus of dealers in the market.
Entity Fair Value
- ------ ----------
Due within one year........................................... $ 11,193
Due after 1 through 5 years................................... 8,660
Due after 5 through 10 years.................................. 5,717
Due after 10 years............................................ 10,868
----------
$ 36,438
==========
As disclosed in Note 4, the change in net unrealized holding gains or
losses related to match funded securities are included in unrealized loss on
trading and match funded securities, net, in the consolidated statement of
operations.
NOTE 10: INVESTMENT IN UNCONSOLIDATED ENTITIES
Carrying Value
-------------------------
Entity 2000 1999
- ------ ---------- ----------
Kensington (1)................................... $ -- $ 36,215
Other............................................ 430 903
---------- ----------
$ 430 $ 37,118
========== ==========
(1) As disclosed in Note 2, on November 22, 2000, the Company sold its
equity investment in Kensington. At the time of the sale, the Company
owned approximately 38.7% of the outstanding common stock of
Kensington, an originator of non-conforming residential mortgages in
the U.K. The Company recorded equity in (losses) earnings of Kensington
of $(5,280), $(9,154) and $439, net of goodwill amortization, during
2000, 1999 and 1998, respectively.
90
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
NOTE 11: REAL ESTATE OWNED
Real estate owned consists almost entirely of properties acquired by
foreclosure or deed-in-lieu thereof on loans in the Company's discount loan
portfolio. Real estate owned, net of valuation allowance, is held for sale and
was provided from the following loan portfolios at December 31:
December 31,
------------------------
2000 1999
---------- ----------
Discount loan portfolio:
Single family residential..................... $ 55,751 $ 72,193
Multi-family residential...................... 149 2,601
Commercial real estate........................ 88,214 85,233
---------- ----------
Total..................................... 144,114 160,027
Loan portfolio................................... 1,384 2,183
Loans available for sale......................... 921 5,296
---------- ----------
Total..................................... $ 146,419 $ 167,506
========== ==========
The following table sets forth certain geographical information by type
of property at December 31, 2000 related to the Company's real estate owned:
Multi-family Residential
Single Family Residential and Commercial Total
------------------------- ------------------------ ------------------------
No. of No. of No. of
Amount Properties Amount Properties Amount Properties
---------- ---------- ----------- ---------- ----------- ----------
Florida................ $ 3,087 68 $ 48,802 4 $ 51,889 72
Georgia................ 1,314 19 15,061 1 16,375 20
Connecticut............ 1,397 25 12,386 2 13,783 27
Texas.................. 2,479 46 3,283 2 5,762 48
Michigan............... 5,619 151 -- -- 5,619 151
Other (1).............. 42,784 968 10,207 12 52,991 980
-------- -------- --------- -------- --------- --------
Total............... $ 56,680 1,277 $ 89,739 21 $ 146,419 1,298
======== ======== ========= ======== ========= ========
<FN>
(1) Consists of properties located in 43 other states, none of which
aggregated over $4,939 in any one state.
</FN>
The following schedule presents the activity, in aggregate, in the
valuation allowance on real estate owned for the years ended December 31:
2000 1999 1998
---------- ---------- ----------
Balance at beginning of year.......... $ 17,181 $ 15,325 $ 12,346
Provision for losses.................. 26,674 28,008 18,626
Charge-offs and sales................. (25,713) (26,152) (15,647)
---------- ---------- ----------
Balance at end of year................ $ 18,142 $ 17,181 $ 15,325
========== ========== ==========
NOTE 12: REAL ESTATE HELD FOR SALE
The Company's real estate held for sale consisted of two retail
shopping centers with an aggregate carrying value of $22,670 at December 31,
2000. These properties were acquired as a result of the acquisition of OAC and
were previously held for investment at December 31, 1999. The Company continues
to actively market the properties for sale.
91
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
NOTE 13: INVESTMENT IN REAL ESTATE
The Company's investment in real estate consisted of the following at
December 31:
2000 1999
---------- ----------
Properties held for investment (1):
Office buildings................................... $ 32,112 $ 202,607
Retail............................................. 9,515 33,224
Building improvements.............................. 11,346 17,590
Tenant improvements and lease commissions.......... 1,744 8,150
Furniture and fixtures............................. 52 44
---------- ----------
54,769 261,615
Accumulated depreciation........................... (2,359) (9,011)
---------- ----------
52,410 252,604
---------- ----------
Loans accounted for as investments in real estate (2):
Multi-family residential........................... 97 --
Nonresidential..................................... 45,689 --
---------- ----------
45,786 --
---------- ----------
Properties held for lease:
Land and land improvements ........................ 1,256 1,256
Building........................................... 15,641 14,629
Accumulated depreciation........................... (855) (248)
---------- ----------
16,042 15,637
---------- ----------
Investment in real estate partnerships (3)(4)......... 8,523 --
---------- ----------
$ 122,761 $ 268,241
========== ==========
(1) Acquired as a result of the acquisition of OAC. The decline in balances
during 2000 is due to sales and the transfer of properties from held
for investment to held for sale. The Company's properties held for
investment at December 31, 2000 are comprised of one commercial office
building and one retail shopping center.
(2) Certain acquisition, development and construction loans were acquired
in January 2000 in which the Company participates in the expected
residual profits of the underlying real estate, and the borrower has
not contributed substantial equity to the project. As such, the Company
has accounted for these loans under the equity method of accounting as
though it had an investment in a real estate limited partnership.
(3) Consists of interests in four limited partnerships operating as real
estate ventures, consisting of multi-family type properties.
(4) During 1999, the Company recognized an impairment charge of $2,817 on
its investment in a nonresidential real estate venture, which reduced
the carrying value to $0.
NOTE 14: MORTGAGE SERVICING
Under contractual servicing agreements, the Company services for other
investors mortgage loans which it does not own. The total unpaid principal
balance of such loans serviced for others (which is not included in the
consolidated statement of financial condition) was $11,360,523 and $11,105,283
at December 31, 2000 and 1999, respectively. Related escrow funds on deposit
with an unaffiliated bank in the amount of $101,461 and $56,152 at December 31,
2000 and 1999, respectively, are similarly excluded from the statement of
financial condition. Domestic servicing fees and other servicing-related income
on loans serviced for others, included in servicing and other fees, amounted to
$78,684, $73,224 and $58,439 for the years ended December 31, 2000, 1999 and
1998, respectively. In general, these servicing agreements include guidelines
and procedures for servicing the loans, remittance requirements and reporting
requirements, among other provisions.
92
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The Company earns servicing and sub-servicing income on mortgage loans
secured by real estate in 50 states. At December 31, 2000, the geographic
distribution based on the unpaid principal balance of the loans serviced was as
follows:
No. of Loans Amount
------------ ------------
California................................... 25,703 $ 2,236,876
Florida...................................... 12,943 827,697
Illinois..................................... 6,817 684,004
Texas........................................ 10,419 612,923
New York..................................... 5,395 534,256
Other (1).................................... 103,393 6,464,767
------------ ------------
164,670 $ 11,360,523
============ ============
(1) Consists of loans in 45 other states, none of which aggregated over
$402,454 in any one state.
The risk inherent in such concentrations is dependent upon regional and
general economic conditions that affect property values.
The unamortized balance of mortgage servicing assets is as follows at
December 31:
2000 1999
---------- ----------
Unamortized balance............................. $ 53,056 $ 13,313
Valuation allowance............................. (1,630) (1,630)
---------- ----------
$ 51,426 $ 11,683
========== ==========
The following table summarizes the activity in mortgage servicing
assets for the years ended December 31:
2000 1999
---------- ----------
Balance at the beginning of year................ $ 11,683 $ 7,060
Purchases....................................... 49,779 9,218
Amortization.................................... (10,036) (4,595)
---------- ----------
Balance at the end of the year.................. $ 51,426 $ 11,683
========== ==========
The unamortized servicing asset balance of $51,426 at December 31,2000
was comprised of $50,265 of purchased mortgage servicing rights and $1,161 of
retained mortgage servicing rights in connection with loan securitizations
completed in prior years.
Advances related to loans serviced for others consisted of the
following at December 31:
2000 (1) 1999 (1)
---------- ----------
Principal and interest.......................... $ 95,191 $ 58,497
Taxes and insurance............................. 64,159 41,569
Other........................................... 44,697 30,921
---------- ----------
$ 204,047 $ 130,987
========== ==========
(1) Does not include advances on the Company's loan portfolios of $23,008
and $31,561 at December 31, 2000 and 1999, respectively.
93
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
NOTE 15: LOW-INCOME HOUSING TAX CREDIT INTERESTS HELD FOR SALE
The carrying value of the Company's investments in low-income housing
tax credit interests held for sale are as follows at December 31:
2000 1999
---------- ----------
Investments solely as a limited partner made prior to May 18, 1995................ $ 32,229 $ --
Investments solely as a limited partner made on or after May 18, 1995............. 8,922 --
Investments both as a limited and, through subsidiaries, as a general partner..... 45,932 --
---------- ----------
$ 87,083 $ --
========== ==========
During 2000, the Company entered into transactions to sell twenty-five
of its low-income housing tax credit properties, together with the related tax
credits. Although these transactions resulted in the transfer of tax credits and
operating results for these properties to the purchasers, they did not qualify
as sales for accounting purposes, primarily due to insufficient cash received at
signing, as well as to certain contingencies with respect to potential
repurchase requirements. As a result, the Company has reclassified these
properties as held for sale and has valued them at the lower of cost or fair
value less disposal costs. The Company recorded a charge to earnings during 2000
of $6,448 reflecting the expected net loss to be incurred upon completion of
these transactions.
NOTE 16: INVESTMENTS IN LOW INCOME HOUSING TAX CREDIT INTERESTS
The carrying value of the Company's investments in low-income housing
tax credit interests are as follows at December 31:
2000 1999
---------- ----------
Investments solely as a limited partner made prior to May 18, 1995................ $ 21,170 $ 17,327
Investments solely as a limited partner made on or after May 18, 1995............. 6,263 59,541
Investments both as a limited and, through subsidiaries, as a general partner..... 28,296 74,121
---------- ----------
$ 55,729 $ 150,989
========== ==========
The qualified affordable housing projects underlying the Company's
investments in low-income housing tax credit interests are geographically
located throughout the United States. At December 31, 2000, the Company's
largest single investment was $11,473, which related to a project located in New
Jersey.
Income on the Company's limited partnership investments made prior to
May 18, 1995 is recorded under the level yield method as a reduction of income
tax expense and amounted to $2,093, $2,953 and $4,651 for the years ended
December 31, 2000, 1999 and 1998, respectively. For 2000, the Company also
recorded additional income tax expense of $6,875 related to certain of its
limited partnership investments made prior to May 18, 1995 resulting from the
sale of those investments in advance of their maturity for tax credit purposes.
As a result, not all of the deferred tax benefit that had been previously
recorded by the Company under the level yield method could be realized, and the
related accrual for the excess benefits was reversed. Had the investments
accounted for under the level yield method been accounted for under the equity
method, income would have been reduced by $337, $60 and $1,113 for the years
ended December 31, 2000, 1999 and 1998, respectively. For limited partnership
investments made after May 18, 1995, and for investments as a limited and,
through subsidiaries, as a general partner, the Company recognized tax credits
of $7,359, $15,289 and $13,017 for the years ended December 31, 2000, 1999 and
1998, respectively, and excluding the $6,448 provision for losses on properties
sold in 2000, recorded a loss after depreciation of $3,483, $6,291 and $6,905
from operations on the underlying real estate for the years ended December 31,
2000, 1999 and 1998, respectively.
Included in gains on other non-interest earning assets, net, for the
years ended December 31, 2000, 1999 and 1998, are gains of $497, $6,591 and
$7,366, respectively, on the sales of certain investments in low-income housing
tax credit interests which had carrying values of $27,402, $41,744 and $28,887,
respectively, at time of sale.
94
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
NOTE 17: PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows at December 31:
2000 1999
---------- ----------
Computer hardware and software....................... $ 42,759 $ 39,224
Buildings............................................ 19,265 19,192
Leasehold improvements............................... 10,056 9,651
Land and land improvements........................... 4,814 4,782
Furniture and fixtures............................... 7,455 6,704
Office equipment..................................... 746 2,269
Less accumulated depreciation and amortization....... (41,943) (32,784)
---------- ----------
$ 43,152 $ 49,038
========== ==========
Depreciation expense amounted to $12,248, $13,546 and $11,703 for 2000,
1999 and 1998, respectively (of which $2,353, $2,343 and $1,461 for 2000, 1999
and 1998, respectively, related to computer software). Buildings represent the
Company's nationwide customer service and collection facility in Orlando,
Florida, construction of which was completed during 1999.
NOTE 18: DEPOSITS
The Company's deposits consist of the following at December 31:
2000 1999
---------- ----------
Non-interest-bearing deposits........................ $ 69,840 $ 252,634
NOW and money market checking accounts............... 14,669 30,343
Savings accounts..................................... 1,274 1,361
---------- ----------
85,783 284,338
---------- ----------
Certificates of deposit (1)(2)....................... 1,176,566 1,536,997
Unamortized deferred fees............................ (3,989) (6,688)
---------- ----------
1,172,577 1,530,309
---------- ----------
$1,258,360 $1,814,647
========== ==========
(1) At December 31, 2000 and 1999, certificates of deposit, net of unamortized
deferred fees, included $964,443 and $1,379,262, respectively, of deposits
originated through national, regional and local investment banking firms
which solicit deposits from their customers, all of which are
non-cancellable.
(2) At December 31, 2000 and 1999, certificates of deposit issued on an
uninsured basis amounted to $75,417 and $155,205, respectively. Of the
$75,417 of uninsured deposits at December 31, 2000, $24,781 were from
political subdivisions in New Jersey and are secured or collateralized as
required under state law. Non-interest bearing deposits at December 31,
2000 and 1999 included $47,697 and $230,141, respectively, of escrow
balances related to principal, interest, taxes and insurance collected but
not yet remitted in accordance with loan servicing agreements.
The contractual remaining maturity of the Company's certificates of
deposit at December 31, 2000 is as follows:
Within one year................................................. $ 642,342
Within two years................................................ 327,125
Within three years.............................................. 104,058
Within four years............................................... 53,634
Within five years............................................... 25,377
Thereafter...................................................... 20,041
-----------
$ 1,172,577
===========
95
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
Deferred fees on certificates of deposits are amortized on a
straight-line basis over the term of the respective certificates of deposit.
Such amortization amounted to $4,419, $5,098 and $6,353 for the years ended
December 31, 2000, 1999 and 1998, respectively, and is included in interest
expense on deposits. Interest expense by type of deposit account is as follows
for the years ended December 31:
2000 1999 1998
---------- ---------- ----------
NOW accounts and money market checking..... $ 532 $ 1,313 $ 1,434
Savings.................................... 37 38 38
Certificates of deposit.................... 97,655 97,019 115,112
---------- ---------- ----------
$ 98,224 $ 98,370 $ 116,584
========== ========== ==========
Accrued interest payable on deposits amounted to $14,955, $15,078 and
$22,687 at December 31, 2000, 1999 and 1998, respectively.
NOTE 19: BONDS-MATCH FUNDED AGREEMENTS
Bonds-match funded agreements were comprised of the following at
December 31:
2000 1999
---------- ---------
OAC Mortgage Residential Securities Holdings, LLC....... $ 72,101 100,968
Ocwen NIMS Corp......................................... 34,949 40,547
---------- ---------
$ 107,050 141,515
========== =========
At December 31, 2000 and 1999, bonds-match funded agreements had a
weighted average interest rate of 8.07% and 7.84%, respectively. Accrued
interest payable on bonds-match funded agreements amounted to $143 and $264 at
December 31, 2000 and 1999, respectively. Interest expense on bonds-match funded
agreements amounted to $11,484 and $2,101 during 2000 and 1999, respectively.
NOTE 20: LINES OF CREDIT AND OTHER SHORT-TERM BORROWINGS
The Company through its subsidiaries has obtained secured lines of
credit arrangements from various unaffiliated financial institutions as follows:
Balance Amount of Committed Maturity
Entity Outstanding Facility Amount Date Interest Rate(3)
------ ----------- -------- ------ ---- ----------------
DECEMBER 31, 2000:
OAC (1).............. $ 32,933 $ 200,000 $ 115,580 June 2001 LIBOR + 240 basis points
===========
DECEMBER 31, 1999:
OFS (2).............. $ 2,041 $ 200,000 $ 100,000 July 2001 LIBOR + 75 basis points
3,770 115,000 100,000 May 2000 LIBOR + 95 - 150 basis points
15,227 50,000 50,000 May 2000 LIBOR + 137.5 basis points
7,658 25,000 -- May 2000 LIBOR + 175 basis points
OAC (1).............. 84,170 200,000 200,000 June 2001 LIBOR + 175 basis points
75,000 75,000 75,000 April 2001 LIBOR + 175 basis points
-----------
$ 187,866
===========
<FN>
(1) Collateralized by commercial loans and investments in real estate.
(2) These lines were used to fund subprime mortgage loan originations,
generally advanced at a rate of 80% to 98% of the principal balance of
the mortgage loan and are secured by such mortgage loans.
(3) LIBOR was 6.57% and 5.82% at December 31, 2000 and 1999, respectively.
</FN>
96
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The maximum month end amount of borrowings under lines of credit was
$184,750 and $458,606 for the years ended December 31, 2000 and 1999,
respectively.
Accrued interest payable on obligations outstanding under lines of
credit amounted to $0 and $200 at December 31, 2000 and 1999, respectively.
Interest expense on obligations outstanding under lines of credits amounted to
$13,881, $16,318 and $34,587 during 2000, 1999 and 1998, respectively.
In addition to the above listed lines of credit, the Company, through
the Bank, has the capacity to borrow from the Federal Home Bank of New York
("FHLB") up to an aggregate of $41,275, at the prevailing market rate. This
facility matures in March 2001. At December 31, 2000, there were no advances
outstanding from the FHLB. The maximum month end amount of advances from the
FHLB was $0 and $50,000 during the years ended December 31, 2000 and 1999,
respectively.
The Company also has contractual relationships with twelve brokerage
firms and the FHLB under which it can obtain funds under reverse repurchase
agreements. At December 31, 2000, there were no reverse repurchase agreements
outstanding. The maximum month end amount of borrowings through reverse
repurchase agreements was $421,050 and $152,269 during the years ended December
31, 2000 and 1999, respectively.
NOTE 21: NOTES, DEBENTURES AND OTHER INTEREST-BEARING OBLIGATIONS
Notes, debentures and other interest-bearing obligations mature as
follows:
December 31,
-----------------------
2000 1999
---------- ----------
2003:
11.875% Notes due October 1.......................... $ 100,050 $ 103,850
2004:
Loan due May 24 (LIBOR plus 250 basis points)........ 6,235 6,236
2005:
12% Subordinated Debentures due June 15.............. 67,000 67,000
11.5% Notes due July 1............................... 45 140,487
---------- ----------
$ 173,330 $ 317,573
========== ==========
The 11.875% Notes due October 1, 2003, ("the Notes") were issued by the
Company in the original amount of $125,000 with interest payable semiannually on
April 1 and October 1. The Notes are unsecured general obligations of the
Company and are subordinated in right of payment to the claims of creditors of
the Company's subsidiaries.
The Notes may not be redeemed prior to October 1, 2001, except as
described below. On or after such date, the Notes may be redeemed at any time at
the option of the Company, in whole or in part, at the following redemption
prices (expressed as a percentage of the principal amount) plus accrued and
unpaid interest, if redeemed during the twelve-month period beginning October 1
of the years indicated below:
Year Redemption Price
- ---- ----------------
2001................................................ 105.938%
2002................................................ 102.969%
During 2000 and 1999, the Company repurchased $3,800 and $21,150,
respectively, of its Notes in the open market, resulting in an extraordinary
gain of $439 ($276 net of taxes) and $1,322 ($1,090 net of taxes), respectively.
The indenture governing the Notes requires the Company to maintain, at
all times when the Notes are not rated in an investment grade category by one or
more nationally recognized statistical rating organizations, unencumbered liquid
assets with a value equal to 100% of the required interest payments due on the
Notes on the next two succeeding semiannual interest payment dates. The Company
maintained an investment in cash and cash equivalents of $12,057 and $15,054 at
December 31, 2000 and 1999, respectively, that is
97
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
restricted for purposes of meeting this liquidity requirement. The indenture
further provides that the Company shall not sell, transfer or otherwise dispose
of shares of common stock of the Bank or permit the Bank to issue, sell or
otherwise dispose of shares of its common stock unless in either case the Bank
remains a wholly-owned subsidiary of the Company.
In connection with the issuance of the Notes, the Company incurred
certain costs which have been capitalized and are being amortized on a
straight-line basis over the life of the Notes. The unamortized balance of these
issuance costs amounted to $2,140 and $3,030 at December 31, 2000 and 1999,
respectively, and is included in other assets. Accrued interest payable on the
Notes amounted to $2,970 and $3,083 at December 31, 2000 and 1999, respectively.
Interest expense amounted to $12,293, $14,656 and $14,844 during 2000, 1999 and
1998, respectively.
The 12% Subordinated Debentures due 2005 (the "Debentures") were issued
by the Bank in the original amount of $100,000 with interest payable
semiannually on June 15 and December 15. The Debentures are unsecured general
obligations of the Bank and are subordinated in right of payment to all existing
and future senior debt.
The Debentures may be redeemed at any time at the option of the Bank,
in whole or in part, together with accrued and unpaid interest, if any, on not
less than 30 nor more than 60 days notice at the following redemption prices
(expressed as a percentage of the principal amount), if redeemed during the
twelve-month period beginning June 15 of the years indicated below:
Year Redemption Price
- ---- ----------------
2000................................................ 105.333%
2001................................................ 104.000%
2002................................................ 102.667%
2003................................................ 101.333%
2004 and thereafter................................. 100.000%
In connection with the issuance of the Debentures, the Bank incurred
certain costs which have been capitalized and are being amortized on a
straight-line basis over the expected life of the Debentures. The unamortized
balance of these issuance costs amounted to $1,043 and $1,468 at December 31,
2000 and 1999, respectively, and is included in other assets. Accrued interest
payable on the Debentures amounted to $335 and $335 at December 31, 2000 and
1999, respectively. Interest expense on the Debentures amounted to $8,040,
$11,412 and $12,000 during 2000, 1999 and 1998, respectively. During 1999, the
Bank repurchased $33,000 of its Debentures in the open market, resulting in an
extraordinary gain of $1,605 ($1,323 net of taxes). There were no repurchases
during 2000.
As a result of the acquisition of OAC in October 1999, the Company
assumed the 11.5% Redeemable Notes ("the Redeemable Notes") due 2005 which were
issued by OAC during 1998 in the original amount of $150,000. During 2000, the
Company repurchased in the open market $44,930 of the outstanding balance of its
Redeemable Notes. These repurchases resulted in extraordinary gains of $8,073
($5,086 net of taxes). Additionally, on December 21, 2000, the Company acquired
$98,025 in aggregate principal outstanding of its Redeemable Notes pursuant to
its tender offer and consent solicitation dated November 14, 2000. This
repurchase resulted in an extraordinary gain of $9,452 ($5,955 net of taxes).
Accrued interest payable on the Redeemable Notes amounted to $3 and $8,223 at
December 31, 2000 and 1999, respectively. Interest expense on the Redeemable
Notes amounted to $13,680 and $4,226 during 2000 and 1999, respectively.
NOTE 22: CAPITAL SECURITIES
In August 1997, Ocwen Capital Trust ("OCT") issued $125,000 of 10-7/8%
Capital Securities (the "Capital Securities"). Proceeds from issuance of the
Capital Securities were invested in 10-7/8% Junior Subordinated Debentures
issued by the Company. The Junior Subordinated Debentures, which represent the
sole assets of OCT, will mature on August 1, 2027. During 2000 and 1999, OCT
repurchased $30,470 and $15,000, respectively, of its Capital Securities in the
open market, resulting in extraordinary gains of $11,740 ($7,396 net of taxes)
and $5,548 ($4,570 net of taxes), respectively.
Holders of the Capital Securities are entitled to receive cumulative
cash distributions accruing from the date of original issuance and payable
semiannually 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. Payment of distributions out of moneys held by OCT,
and payments on liquidation of OCT or the redemption of Capital Securities, are
guaranteed by the Company to the extent OCT has funds available. If the
98
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
Company does not make principal or interest payments on the Junior Subordinated
Debentures, OCT will not have sufficient funds to make distributions on the
Capital Securities, in which event the guarantee shall not apply to such
distributions until OCT has sufficient funds available therefore. Accumulated
distributions payable on the Capital Securities amounted to $3,533 and $4,815 at
December 31, 2000 and 1999, respectively, and is included in accrued interest
payable.
The Company has the right to defer payment of interest on the Junior
Subordinated Debentures at any time or from time to time for a period not
exceeding 10 consecutive semiannual periods with respect to each deferral
period, provided that no extension period may extend beyond the stated maturity
of the Junior Subordinated Debentures. Upon the termination of any such
extension period and the payment of all amounts then due on any interest payment
date, the Company may elect to begin a new extension period. Accordingly, there
could be multiple extension periods of varying lengths throughout the term of
the Junior Subordinated Debentures. If interest payments on the Junior
Subordinated Debentures are deferred, distributions on the Capital Securities
will also be deferred, and the Company may not, and may not permit any
subsidiary of the Company to, (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire, or make a liquidation payment with respect to,
the Company's capital stock or (ii) make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem any debt securities that rank
pari passu with or junior to the Junior Subordinated Debentures. During an
extension period, interest on the Junior Subordinated Debentures will continue
to accrue at the rate of 10-7/8% per annum, compounded semiannually.
The Junior Subordinated Debentures are redeemable prior to maturity at
the option of the Company, subject to the receipt of any necessary prior
regulatory approval, (i) in whole or in part on or after August 1, 2007, at a
redemption price equal to 105.438% of the principal amount thereof on August 1,
2007, declining ratably on each August 1 thereafter to 100% on or after August
1, 2017, plus accrued interest thereon, or (ii) at any time, in whole (but not
in part), upon the occurrence and continuation of a special event (defined as a
tax event, regulatory capital event or an investment company event) at a
redemption price equal to the greater of (a) 100% of the principal amount
thereof or (b) the sum of the present values of the principal amount and premium
payable with respect to an optional redemption of such Junior Subordinated
Debentures on August 1, 2007, together with scheduled payments of interest from
the prepayment date to August 1, 2007, discounted to the prepayment date on a
semiannual basis at the adjusted Treasury rate plus accrued interest thereon to
the date of prepayment. The Capital Securities are subject to mandatory
redemption, in whole or in part, upon repayment of the Junior Subordinated
Debentures at maturity or their earlier redemption, in an amount equal to the
amount of the related Junior Subordinated Debentures maturing or being redeemed
and at a redemption price equal to the redemption price of the Junior
Subordinated Debentures, plus accumulated and unpaid distributions thereon to
the date of redemption.
For financial reporting purposes, OCT is treated as a subsidiary of the
Company and, accordingly, the accounts of OCT are included in the consolidated
financial statements of the Company. Intercompany transactions between OCT and
the Company, including the Junior Subordinated Debentures, are eliminated in the
consolidated financial statements of the Company. The Capital Securities are
presented as a separate caption between liabilities and stockholders' equity in
the consolidated statement of financial condition of the Company as
"Company-obligated, mandatorily redeemable securities of subsidiary trust
holding solely Junior Subordinated Debentures of the Company." Distributions on
the Capital Securities are recorded as a separate caption immediately following
non-interest expense in the consolidated statement of operations of the Company.
The Company intends to continue this method of accounting going forward.
In connection with the issuance of the Capital Securities, the Company
incurred certain costs which have been capitalized and are being amortized over
the term of the Capital Securities. The unamortized balance of these issuance
costs amounted to $2,815 and $4,041 at December 31, 2000 and 1999, respectively,
and is included in other assets.
NOTE 23: BASIC AND DILUTED EARNINGS PER SHARE
The Company is required to present both basic and diluted EPS on the
face of its statement of operations. Basic EPS excludes common stock equivalents
and is calculated by dividing net income by the weighted average number of
common shares outstanding during the year. Diluted EPS is calculated by dividing
net income by the weighted average number of common shares outstanding,
including the dilutive potential common shares related to outstanding stock
options. In computing diluted net loss per share for 1998, the conversion of
common stock equivalents was not assumed as the effect would have been
antidilutive.
99
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The following is a reconciliation of the calculation of basic EPS to
diluted EPS:
2000 1999 1998
------------ ------------ ------------
Net income (loss) .......................................... $ 2,192 $ 19,832 $ (1,200)
============ ============ ============
Basic EPS:
Weighted average shares of common stock ................. 67,427,662 63,051,015 60,736,950
============ ============ ============
Basic EPS ............................................... $ 0.03 $ 0.31 $ (0.02)
============ ============ ============
Diluted EPS:
Weighted average shares of common stock ................. 67,427,662 63,051,015 60,736,950
Effect of dilutive securities:
Stock options (1) ..................................... 36,381 39,267 --
------------ ------------ ------------
67,464,043 63,090,282 60,736,950
============ ============ ============
Diluted EPS ............................................. $ 0.03 $ 0.31 $ (0.02)
============ ============ ============
<FN>
(1) Excludes the effect of 1,718,133 and 1,565,343 of options that are
antidilutive for 2000 and 1999, respectively.
</FN>
NOTE 24: DERIVATIVE FINANCIAL INSTRUMENTS
The Company uses derivative financial instruments for the purpose of
managing its exposure to adverse fluctuations in interest and foreign currency
exchange rates.
Because interest rate futures, swaptions, put options and foreign
currency futures contracts are exchange traded, holders of these instruments
look to the exchange for performance under these contracts and not the entity
holding the offsetting futures contract, thereby minimizing the risk of
nonperformance under these contracts. The Company is exposed to credit loss in
the event of nonperformance by the counterparty to the interest and currency
swaps and controls this risk through credit monitoring procedures. The notional
principal amount does not represent the Company's exposure to credit loss.
INTEREST RATE MANAGEMENT
In managing its interest rate risk, the Company enters into interest
rate swaps. Under interest rate swaps, the Company agrees with other parties to
exchange, at specified intervals, the difference between fixed-rate and
floating-rate interest amounts calculated by reference to an agreed notional
amount. The terms of the interest rate swaps provide for the Company to receive
a floating rate of interest based on the London Interbank Offered Rate ("LIBOR")
and to pay fixed interest rates. The interest rate swaps are used to alter the
interest rate on current LIBOR rate debt incurred to fund the Company's
acquisitions of real estate, subordinate and residual securities and securities
sold under agreements to repurchase. The fair value of the interest rate swaps
are not recognized in the consolidated financial statements as the swaps are
accounted for on the accrual basis of accounting.
The Company is exposed to credit loss if: (i) the counterparties to the
interest rate swap do not perform and (ii) the floating interest rate received
by the Company exceeds the fixed interest rate paid by it. All of the
counterparties have long-term debt ratings of A+ or above by Standard and Poor's
and A1 or above by Moody's. Although a swap generally may not be sold or
transferred without the consent of the counterparty, management does not believe
that this consent would be withheld. Although none of the Company's interest
rate swaps are exchange-traded, there are a number of financial institutions
which enter into these types of transactions as part of their day-to-day
activities.
100
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The terms of the outstanding interest swaps at December 31, 2000 and
1999, are as follows:
Notional LIBOR
Maturity Amount Index Fixed Rate Floating Rate Fair Value
-------- ------ ----- ---------- ------------- ----------
DECEMBER 31, 2000:
April 2001............ $ 33,000 1-Month 6.00% 6.80% $ 59
============ ============
DECEMBER 31, 1999:
April 2001............ $ 75,000 1-Month 6.00% 6.48% $ 482
April 2001............ 17,000 1-Month 6.00 6.48 108
April 2002............ 8,780 1-Month 6.04 6.46 129
January 2003.......... 100,000 1-Month 5.75 6.46 2,983
------------ ------------
$ 200,780 $ 3,702
============ ============
The swaps had the effect of decreasing net interest income by $148, $72
and $115 for the years ended December 31, 2000, 1999 and 1998, respectively.
During 2000, the Company realized gains of $575 on swaps which are included in
net operating gains on investments in real estate.
The Company has purchased amortizing caps and floors to hedge its
interest rate exposure relating to its match funded loans and securities. An
interest rate cap or interest rate floor is designed to provide protection
against the interest rate on a floating-rate instrument rising above some level
(cap) or falling below some level (floor). The interest rate representing the
cap or the floor is referred to as the "strike rate." The Company receives
payments from the seller on caps when the current interest rate rises above the
strike rate and on floors when the current interest rate falls below the strike
rate. The amount received represents the difference between the current rate and
the strike rate applied to the notional amount. The terms of the outstanding
caps and floors at December 31, 2000 and 1999 are as follows:
Notional
Amount Maturity Index Strike Rate Fair Value
------ -------- ----- ----------- ----------
DECEMBER 31, 2000:
Caps........................ $ 141,674 October 2003 LIBOR 1-Month 7.00% $ 345
Floors...................... $ 37,787 October 2003 CMT 2-Year 4.35 154
------------
$ 499
============
DECEMBER 31, 1999:
Caps....................... $ 159,211 October 2003 LIBOR 1-Month 7.00% $ 2,289
Floors..................... $ 41,899 October 2003 CMT 2-Year 4.35 47
------------
$ 2,336
============
Amortization on the caps and floors amounted to $1,181 and $295 during
the years ended December 31, 2000 and 1999, respectively.
101
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The Company also manages its interest rate risk by purchasing European
swaptions and put options and U.S. Treasury and U.S. Agency futures contracts to
hedge anticipated future fundings related to low-income housing tax credit
projects. During the fourth quarter of 1999, these financial instruments ceased
to qualify for hedge accounting and subsequent gains or losses are included in
earnings. These financial instruments were closed during the fourth quarter of
2000. The following table sets forth the terms and values of these financial
instruments at December 31, 1999:
Notional Strike
Amount Maturity Rate/Price Fair Value
------ -------- ---------- ----------
DECEMBER 31, 1999:
European 10-year swaptions.................................... $ 7,500 March 2000 6.78% $ 282
5,800 May 2000 6.72 264
2,800 February 2000 7.20 34
2,300 June 2000 7.11 63
----------- -----------
$ 18,400 $ 643
=========== ===========
European 10-year put options, U.S. Treasury 4.75% due 11/05/08 $ 2,500 March 2000 $ 91.45 $ 83
=========== ===========
U.S. 2-year Treasury futures.................................. $ 12,000 March 2000 $ 99.82 $ 62
U.S. 10-year Treasury futures................................. 7,000 March 2000 $ 97.52 $ 116
----------- -----------
$ 19,000 $ 178
=========== ===========
The following table summarizes the net realized gains and (losses) on
these financial instruments included in earnings for years ended December 31,
2000, 1999 and 1998:
2000 1999 1998
---------- ---------- ----------
Swaptions and put options............. $ (374) $ 588 $ --
U.S. Treasury and Agency futures...... (617) 208 (5,819)
The fair value of the U.S. Treasury futures, interest rate swaps,
European swaptions and put options, and caps and floors represent the estimated
amount that the Company would receive or pay to terminate these agreements
taking into account current interest rates. Market quotes are available for
these agreements. The following table summarizes the Company's use of interest
rate risk management instruments:
Notional Amount
-------------------------------------------------------------------------------------
U.S.
Treasury and
Agency European European
Futures Sold Interest Treasury Treasury Put
Short Rate Swaps Swaptions Options Caps Floors
------------ ---------- --------- ------------ --------- ---------
BALANCE, DECEMBER 31, 1998....... $ -- $ -- $ -- $ -- $ -- $ --
Purchases (1).................... 244,000 200,780 20,400 13,200 163,897 42,879
Maturities....................... (14,000) -- (2,000) (10,700) (4,686) (980)
Terminations..................... (211,000) -- -- -- -- --
--------- --------- --------- --------- --------- ---------
BALANCE, DECEMBER 31, 1999....... 19,000 200,780 18,400 2,500 159,211 41,899
Purchases........................ 54,700 -- 14,500 -- -- --
Maturities....................... (15,600) -- (26,900) (2,500) (17,537) (4,112)
Terminations..................... (58,100) (167,780) (6,000) -- -- --
--------- --------- --------- --------- --------- ---------
BALANCE, DECEMBER 31, 2000....... $ -- $ 33,000 $ -- $ -- $ 141,674 $ 37,787
========= ========= ========= ========= ========= =========
<FN>
(1) Purchases include $48,000 of U.S. Treasury futures sold short, $200,780
of interest rate swaps and $42,879 of caps and floors acquired as a
result of the OAC acquisition.
</FN>
102
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
FOREIGN CURRENCY MANAGEMENT
The Company enters into foreign currency derivatives to hedge its
investments in foreign subsidiaries which own residual interests backed by
residential loans originated in the UK ("UK residuals") and in the shopping
center located in Halifax, Nova Scotia ("the Nova Scotia shopping center"). It
is the Company's policy to periodically adjust the amount of foreign currency
derivative contracts it has entered into in response to changes in its recorded
investments in these assets.
The Company has determined that the local currency of its investment in
UK residuals, its investment in the Nova Scotia Shopping Center and of its
previously owned equity investment in Kensington is the functional currency. The
Company's foreign currency derivative financial instruments qualify for hedge
accounting. Accordingly, the gains or losses are included in the net unrealized
foreign currency translation in accumulated other comprehensive income in
stockholders' equity.
As a result of the acquisition of OAC, the Company acquired foreign
currency futures contracts ("currency futures") that hedge the currency exposure
related to the acquired investments in foreign subsidiaries which own UK
residuals and the Nova Scotia shopping center. Currency futures are commitments
to either purchase or sell foreign currency at a future date for a specified
price.
The following table sets forth the terms and values of these foreign
currency financial instruments at December 31, 2000 and 1999:
Strike
Position Maturity Notional Amount Rate Fair Value
-------- -------- -------- ------ ---- ----------
DECEMBER 31, 2000:
Canadian Dollar currency futures............. Short March 2001 C$ 33,000 1.5139 $ (242)
British Pound currency futures............... Short March 2001 (pound) 14,688 1.4717 (339)
----------
$ (581)
==========
DECEMBER 31, 1999:
Canadian Dollar currency futures............. Short March 2000 C$ 22,100 .6786 $ (300)
Short March 2000 C$ 1,600 .6800 (20)
British Pound currency futures............... Long March 2000 (pound) 3,750 1.6018 65
Short March 2000 (pound) 15,875 1.6225 56
----------
$ (199)
==========
Prior to the sale of its equity investment in Kensington, the Company
entered into a British Pound currency forward ("currency forward") with a
AAA-rated counterparty to hedge its equity investment in Kensington. In
connection with the sale of the equity investment in Kensington, the currency
forward was closed in November 2000. The following table sets forth the terms
and value of the currency forward at December 31, 1999:
Notional Amount
---------------------------------- Contract Unamortized
Maturity Pay Receive Rate Discount Fair Value
------------- --------------- ------------- -------- ----------- ----------
DECEMBER 31, 1999:
Currency forward........... February 2003 (pound) 27,500 $ 43,546 1.5835 $ 1,119 $ (976)
=============== ============= ========== =========
103
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
NOTE 25: INCOME TAXES
The components of income tax expense (benefit) attributable to income
before extraordinary gain were as follows:
Years Ended December 31,
----------------------------------------
CURRENT: 2000 1999 1998
---------- ---------- ----------
Federal......................... $ (24,744) $ 33,930 $ (11,668)
State........................... 261 3,293 4,608
---------- ---------- ----------
(24,483) 37,223 (7,060)
----------- ---------- ----------
DEFERRED:
Federal......................... 14,724 (41,734) (27,443)
Foreign......................... -- 5,987 5,995
State........................... 216 (1,368) (2,191)
Valuation allowance............. 17,500 2,500 --
---------- ---------- ----------
32,440 (34,615) (23,639)
---------- ---------- ----------
Total........................... $ 7,957 $ 2,608 $ (30,699)
========== ========== ==========
Income tax expense differs from the amounts computed by applying the
U.S. Federal corporate income tax rate of 35% as follows:
Years Ended December 31,
-----------------------------------------
2000 1999 1998
---------- --------- ----------
Expected income tax expense (benefit) at statutory rate.................. $ (2,997) $ 5,187 $ (11,328)
Differences between expected and actual expense (benefit):
Excess of cost over net assets acquired, net.......................... 1,078 1,249 19
Excess of net assets acquired over purchase price..................... (4,939) -- --
Tax effect of utilization of net operating loss....................... -- -- (3,003)
State tax (after Federal tax benefit)................................. 310 1,251 1,571
Low-income housing tax credits........................................ (2,577) (18,242) (17,666)
Sale of Ocwen UK...................................................... -- 9,730 --
OAC loss not included in OCN consolidated tax group................... -- 223 --
Deferred tax asset valuation allowance................................ 17,500 2,500 --
Other................................................................. (418) 710 (292)
---------- --------- ----------
Actual income tax expense (benefit)................................. $ 7,957 $ 2,608 $ (30,699)
========== ========= ==========
Total income tax expense (benefit) was allocated as follows:
Years Ended December 31,
------------------------------------
2000 1999 1998
-------- -------- --------
Income (loss) before extraordinary gain ................................................ $ 7,957 $ 2,608 $(30,699)
Benefit of tax deduction in excess of amounts recognized for financial reporting
purposes related to employee stock options reflected in stockholders' equity ........ -- (8) (2,398)
Benefit of tax deduction in excess of amounts recognized for financial reporting
purposes related to director restricted stock reflected in stockholders' equity...... (8) (13) (13)
-------- -------- --------
$ 7,949 $ 2,587 $(33,110)
======== ======== ========
For taxable years beginning prior to January 1, 1996, a savings
institution that met certain definitional tests relating to the composition of
its assets and the sources of its income (a "qualifying savings institution")
was permitted to establish reserves for bad debts and make annual additions
thereto under the experience method. Alternatively, a qualifying savings
institution could elect, on an annual basis, to use the percentage of taxable
income method to compute its allowable addition to its bad debt reserve on
qualifying real property
104
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
loans (generally loans secured by an interest in improved real estate). The
applicable percentage was 8% for tax periods after 1987. The Bank utilized the
percentage of taxable income method for these years.
On August 20, 1996, President Clinton signed the Small Business Job
Protection Act (the "Act") into law. One provision of the Act repealed the
reserve method of accounting for bad debts for savings institutions effective
for taxable years beginning after 1995. The Bank, therefore, was required to use
the specific charge-off method on its 1996 and subsequent federal income tax
returns. The Bank will be required to recapture its "applicable excess
reserves," which are its federal tax bad debt reserves in excess of the base
year reserve amount described in the following paragraph. The Bank will include
one-sixth of its applicable excess reserves in taxable income in each year from
1996 through 2001. As of December 31, 1995, the Bank had approximately $42,400
of applicable excess reserves. As of December 31, 1996, the Bank had fully
provided for the tax related to this recapture.
The base year reserves will continue to be subject to recapture, and
the Bank could be required to recognize a tax liability if: (1) the Bank fails
to qualify as a "bank" for federal income tax purposes, (2) certain
distributions are made with respect to the stock of the Bank, (3) the bad debt
reserves are used for any purpose other than to absorb bad debt losses or (4)
there is a change in federal tax law. The enactment of this legislation is
expected to have no material impact on the Bank's or the Company's operations or
financial position.
A deferred tax liability has not been recognized for the tax bad debt
base year reserves of the Bank. The base year reserves are generally the balance
of reserves as of December 31, 1987, reduced proportionately for reductions in
the Bank's loan portfolio between that date and December 31, 1995. At December
31, 2000 and 1999, the amount of those reserves was approximately $5,700. This
reserve could be recognized in the future under the conditions described in the
preceding paragraph.
105
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The net deferred tax asset was comprised of the following as of:
December 31,
--------------------------------------
2000 1999
--------------- ---------------
DEFERRED TAX ASSETS:
Tax residuals and deferred income on tax residuals........................ $ 4,374 $ 2,438
State taxes............................................................... 6,197 2,654
OAC purchase accounting adjustments....................................... 8,117 1,697
Accrued profit sharing.................................................... 1,972 5,710
Accrued other liabilities................................................. 249 365
Interest expense related to discount loan portfolio....................... 9,936 13,728
Valuation allowance on real estate owned.................................. 6,360 5,969
Gain on loan foreclosure.................................................. 12,834 12,308
Bad debt and allowance for loan losses.................................... 16,210 11,923
Impairment on securities available for sale............................... 57,951 69,333
Mortgage servicing rights impairment and amortization..................... 2,208 1,540
Goodwill impairment and amortization...................................... 21 84
Foreign currency exchange................................................. 1,068 1,068
Capital loss carryforward................................................. 4,160 4,160
Net U.S. tax benefit on undistributed foreign income...................... -- 3,050
Contingent interest income on equity participation loans.................. -- 1,757
Partnership losses and low-income housing tax credits..................... 30,022 35,896
Foreign currency translation adjustment................................... -- 398
Other..................................................................... 2,679 13,591
--------------- ---------------
164,358 187,669
--------------- ---------------
DEFERRED TAX LIABILITIES:
Deferred interest income on discount loan portfolio....................... 7,047 6,647
Research and development costs............................................ 1,719 1,823
Unrealized gain on securities available for sale.......................... -- 123
Foreign currency translation adjustment................................... 229 --
Other..................................................................... 499 783
--------------- ---------------
9,494 9,376
--------------- ---------------
154,864 178,293
Deferred tax asset valuation allowance....................................... (58,873) (41,373)
--------------- ---------------
Net deferred tax asset....................................................... $ 95,991 $ 136,920
=============== ===============
Deferred tax assets, net of deferred fees, include tax residuals which
result from the ownership of Real Estate Mortgage Investment Conduits ("REMIC").
While a tax residual is anticipated to have little or no future cash flows from
the REMIC from which it has been issued, the tax residual does bear the income
tax liability and benefit resulting from the annual differences between the
interest paid on the debt instruments issued by the REMIC and the interest
received on the mortgage loans held by the REMIC. Typically this difference
generates taxable income to the Company in the first several years of the REMIC
and equal amounts of tax losses thereafter, thus resulting in the deferred tax
asset.
International Hotel Group ("IHG"), a wholly-owned subsidiary of IMI,
and IHG's subsidiaries had at December 31, 2000, approximately $1,079 of
Separate Return Limitation Year ("SRLY") net operating loss carryforwards. The
SRLY net operating loss carryforward can only offset the future taxable income
of IHG and its subsidiaries. The $1,079 operating loss carryforward will expire,
if unused, in the year 2008. At December 31, 2000, the Company had tax credit
carryforwards of $29,505 related to low-income housing tax credits, which expire
in 2018, 2019 and 2020.
As of December 31, 2000, the Company had a deferred tax asset valuation
allowance totaling $58,873. This allowance is comprised of $38,873 relating to
built-in loss limitations arising from the acquisition of OAC and $20,000
relating to management's evaluation of the future realization of the deferred
tax asset.
106
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
Management conducts periodic evaluations to determine whether it is
more likely than not that the deferred tax asset can be realized in future
periods. Among the factors considered in this evaluation are estimates of future
earnings, the future reversal of temporary differences and the impact of tax
planning strategies that can be implemented if warranted. As a result of this
evaluation, the Company included in its tax provision an increase of $17,500 and
$2,500 to its valuation allowance at December 31, 2000 and 1999, respectively.
Prior to the acquisition of OAC, OAC was a REIT for federal tax
purposes and filed a REIT federal income tax return through October 20, 1999.
OAC has been included in the Company's consolidated federal income tax return
since October 21, 1999. OAC had, at October 6, 1999, approximately $131,567 of
net unrealized built-in losses. Any such losses recognized within the five-year
period beginning on October 7, 1999 (the "recognition period") are treated as
pre-change losses and, as such, are subject to an annual limit as to the amount
which may offset the taxable income of the Company and its subsidiaries ("the
IRC section 382 limitation"). A net unrealized built-in loss is an amount by
which the tax basis of the corporation's assets at the time of the change in
ownership exceeds the aggregate fair market value of those assets at that time.
The IRC section 382 limitation is determined by multiplying the value of OAC's
stock by the federal long-term tax-exempt rate and amounts to approximately
$5,700. If a deduction is denied for any recognized built-in loss in any
post-change year, the loss is carried forward to subsequent years under rules
similar to the standard loss carryforward rules. As a result of these
limitations, a corresponding deferred tax asset valuation allowance was
established at acquisition date as part of purchase accounting in the amount of
$38,873.
NOTE 26: EMPLOYEE BENEFIT AND COMPENSATION PLANS
The Company maintains a defined contribution plan to provide
postretirement benefits to eligible employees. The Company also adopted a number
of compensation plans for certain employees. These plans were designed to
facilitate a pay-for-performance policy, further align the interests of officers
and key employees with the interests of the Company's shareholders and assist in
the attraction and retention of employees vital to the Company's long-term
success. These plans are summarized below.
RETIREMENT PLAN
The Company maintains a defined contribution 401(k) plan. The Company
matches 50% of each employee's contributions, limited to 2% of the employee's
compensation. The Company's contributions to the 401(k) plan in the years ended
December 31, 2000, 1999 and 1998, were $694, $702 and $611, respectively.
In connection with its acquisition of Berkeley Federal Savings Bank in
June 1993, the Bank assumed the obligations under a noncontributory defined
benefit pension plan (the "Plan") covering substantially all employees upon
their eligibility under the terms of the Plan. The Plan was frozen after the
plan year ended December 31, 1993 and has been fully funded.
ANNUAL INCENTIVE PLAN
In May 1998, the Company's shareholders approved the Ocwen Financial
Corporate 1998 Annual Incentive Plan (the "AIP") to replace the Company's former
annual incentive plan (the "Former Plan"). Participation in the AIP is limited
to officers and other key employees of the Company and designated subsidiaries
that are selected by the AIP Committee. Performance targets are established
based on the achievement of specified levels of increases in net earnings,
return on equity, average net equity used or growth in assets, as well as
individual participant performance targets. Awards under the AIP are based on
achieving the performance targets and are paid in cash or a combination of cash
and non-qualified stock options to purchase OCN's common stock. Such
non-qualified stock options are granted pursuant to the Ocwen Financial
Corporation 1991 Non-Qualified Stock Option Plan.
107
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The following table provides a summary of the Company's stock option
activity for the years ended December 31, 2000, 1999 and 1998, respectively, and
stock options exercisable at the end of each of those year:
2000 1999 1998
----------------------- ------------------------ -------------------------
Weighted Weighted Weighted
Average Average Average
Number of Exercise Number of Exercise Number of Exercise
Options Price Options Price Options Price
----------- ---------- ----------- ----------- ------------ -----------
Outstanding at beginning of year....... 2,013,201 $ 14.09 1,918,181 $ 15.64 2,351,606 $ 14.67
Granted (1)............................ 1,617,461 4.09 358,858 6.25 261,945 16.15
Exercised.............................. -- -- (5,080) 2.82 (232,283) 8.97
Forfeited.............................. (206,068) 14.74 (258,758) 14.92 (463,087) 14.37
----------- ----------- ------------
Outstanding at end of year............. 3,424,594 9.33 2,013,201 14.09 1,918,181 15.64
=========== =========== ============
Exercisable at end of year............. 1,885,048 13.11 1,559,850 15.77 1,763,250 15.66
=========== =========== ============
<FN>
(1) The weighted average grant-date fair value was $5.84 in 2000, $6.25 in
1999 and $12.31 in 1998.
</FN>
The following table summarizes information about stock options
outstanding at December 31:
Options Outstanding Options Exercisable
-------------------------------------- ------------------------
Weighted Weighted
Average Remaining Average
Number of Exercise Contractual Number of Exercise
Years Granted Options Price Life Options Price
- ------------- ----------- ----------- ----------- ------------ ----------
2000................................... 1,617,461 $ 4.09 10 326,745 $ 4.09
1999................................... 311,973 6.25 9 103,991 6.25
1998................................... 122,545 12.31 8 81,697 12.31
1997................................... 750,983 20.35 7 750,983 20.35
1996................................... 532,632 11.00 6 532,632 11.00
1995................................... 89,000 2.88 5 89,000 2.88
----------- ------------
3,424,594 9.33 1,885,048 13.11
=========== ============
After the award of 1,617,461 options in 2001 for service in 2000,
8,943,857 authorized shares remain and are available for future awards of stock
options.
Stock options awarded under the Former Plan have a one-year vesting
period. Stock options awarded under the AIP in 1998 and 1999 vest ratably over a
three-year period. Stock options awarded under the AIP in 2000 vest ratably over
a five-year period including year 2000. The term of all options granted is ten
years from the grant date. The difference, if any, between the fair market value
of the stock at the date of grant and the exercise price is treated as
compensation expense. Compensation expense is recorded ratably over the vesting
period of the grant. Included in compensation expense for the year ended
December 31, 2000 is $572 related to options granted. There was no compensation
expense for the years ended December 31, 1999 and 1998 related to options
granted.
LONG-TERM INCENTIVE PLAN
In May 1998, the Company's shareholders approved the Ocwen Financial
Corporation Long-Term Incentive Plan (the "LIP"). Participation in the LIP was
limited to officers and other key employees of the Company and designated
subsidiaries that were selected by the LIP Administrator. The LIP was suspended
in 2000, and the related accrual of $6,012 for 1999 and 1998 was reversed.
Compensation expense of $3,645 and $2,369 was recorded in 1999 and 1998,
respectively.
108
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
PRO FORMA EFFECT OF SFAS NO. 123
The Company has retained its current accounting method for its
stock-based employee compensation plans under the provisions of APB 25. However,
entities continuing to apply APB 25 are required to disclose pro forma net
income and earnings per share as if the fair value method of accounting for
stock-based employee compensation plans as prescribed by SFAS No. 123,
Accounting for Stock-Based Compensation, had been utilized. The following is a
summary of the Company's pro forma information:
Years Ended December 31,
------------------------------------
2000 1999 1998
---------- ---------- ----------
Net income (loss), as reported.......... $ 2,192 $ 19,832 $ (1,200)
Pro forma net (loss) income............. (228) 18,917 (2,638)
Earnings per share, as reported:
Basic................................ 0.032 0.314 (0.020)
Diluted.............................. 0.032 0.314 (0.020)
Pro forma earnings per share:
Basic................................ 0.003 0.300 (0.043)
Diluted.............................. 0.003 0.300 (0.043)
The fair value of the option grants were estimated using the
Black-Scholes option-pricing model with the following assumptions:
Years Ended December 31,
------------------------------------
2000 1999 1998
---------- ---------- ----------
Expected dividend yield................. 0.00% 0.00% 0.00%
Expected stock price volatility......... 54.00% 47.00% 57.00%
Risk-free interest rate................. 4.98% 6.34% 4.54%
Expected life of options................ 5 years 5 years 5 years
NOTE 27: STOCKHOLDERS' EQUITY
On April 16, 1999, the Company announced that its Board of Directors
authorized the repurchase of up to six million of its issued and outstanding
shares of common stock. As of December 31, 1999, the Company had repurchased
4,611,700 shares at an average price of $6.66 per share. During the first
quarter of 2000, the Company repurchased the remaining 1,388,300 authorized
shares at an average price of $6.48 per share. On May 9, 2000, the Company
announced that its Board of Directors approved an additional stock repurchase
program to repurchase up to an additional six million of its issued and
outstanding shares of common stock. As of December 31, 2000, the Company had not
repurchased any additional shares.
On October 7, 1999, as a result of the Company's acquisition of OAC,
the Company issued to OAC shareholders (except for OCN or its subsidiaries) 0.71
shares of OCN stock for each outstanding share of OAC common stock, or a total
of 12,371,750 shares. See Note 2.
109
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
NOTE 28: REGULATORY REQUIREMENTS
The Financial Institutions Reform, Recovery and Enforcement Act of 1989
and the regulations promulgated thereunder established certain minimum levels of
regulatory capital for savings institutions subject to OTS supervision. The Bank
must follow specific capital guidelines stipulated by the OTS which involve
quantitative measures of the Bank's assets, liabilities and certain off-balance
sheet items. An institution that fails to comply with its regulatory capital
requirements must obtain OTS approval of a capital plan and can be subject to a
capital directive and certain restrictions on its operations. At December 31,
2000, the minimum regulatory capital requirements were:
o Tangible and core capital of 1.50% and 3.00% of total adjusted assets,
respectively, consisting principally of stockholders' equity, but excluding
most intangible assets, such as goodwill and any net unrealized gains or
losses on debt securities available for sale. Effective April 1, 1999, the
OTS minimum core capital ratio provides that only those institutions with a
Uniform Financial Institution Rating System rating of "1" are subject to a
3.00% minimum core capital ratio. All other institutions are subject to a
4.00% minimum core capital ratio.
o Risk-based capital consisting of core capital plus certain subordinated
debt and other capital instruments and, subject to certain limitations,
general valuation allowances on loans receivable, equal to 8.00% of the
value of risk-weighted assets.
At December 31, 2000 and 1999, the Bank was "well capitalized" under
the prompt corrective action regulations adopted by the OTS pursuant to the
Federal Deposit Insurance Corporation Improvement Act of 1991. To be categorized
as "well capitalized," the Bank must maintain minimum core capital, Tier 1
risk-based capital and risk-based capital ratios as set forth in the following
table. The Bank's capital amounts and classification are subject to review by
federal regulators about components, risk-weightings and other factors. There
are no conditions or events since December 31, 2000 that management believes
have changed the institution's category.
Following an examination by the OTS in late 1996 and early 1997, the
Bank committed to the OTS to maintain a core capital (leverage) ratio and a
total risk-based capital ratio of at least 9.00% and 13.00%, respectively. The
Bank continues to be in compliance with this commitment and with the regulatory
capital requirements of general applicability (as indicated below). Based on
discussions with the OTS, the Bank believes that this commitment does not affect
its status as a "well-capitalized" institution, assuming the Bank's continued
compliance with the regulatory capital requirements required to be maintained by
it pursuant to such commitment.
As a result of its most recent examination, the Bank was required to
submit a written plan to the OTS by October 16, 2000 to address issues raised by
the agency under Part 570 of the rules and regulations. Under the plan, the Bank
will take certain actions regarding its operations with respect to asset reviews
and the management of interest rate risk exposure and will have periodic
reporting obligations to the OTS. In addition, as part of the plan, the Bank
submitted a business plan and budget outlining the Bank's operations through
2003. The business plan submitted reflects proposed changes in the Bank's
deposit gathering strategies and potential future sources of revenue as the Bank
continues its shift away from capital-intensive businesses into fee-based
sources of income. On November 9, 2000 the OTS requested the Bank to supply
additional information regarding the plan. The Bank responded to this request on
November 29, 2000, December 28, 2000 and January 10, 2001, and the OTS approved
the plan on February 2, 2001.
110
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The following table summarizes the Bank's actual and required
regulatory capital at December 31, 2000 and 1999:
To Be Well
Capitalized Committed
Minimum For Capital For Prompt Corrective Capital
Actual Adequacy Purposes Action Provisions Requirements
----------------- ------------------- --------------------- ------------
Ratio Amount Ratio Amount Ratio Amount Ratio
----- ------ ----- ------ ----- ------ -----
DECEMBER 31, 2000:
Stockholders' equity, and ratio to total assets 16.09% $ 267,295
Non-includable subsidiary...................... (7,801)
Acquired real estate........................... (850)
Disallowed deferred tax assets................. (29,397)
Disallowed servicing assets.................... (5,027)
----------
Tangible capital, and ratio to adjusted total
assets...................................... 13.83% $ 224,220 1.50% $ 24,313
========== =========
Tier 1 (core) capital, and ratio to adjusted
total assets................................ 13.83% $ 224,220 4.00% $ 64,834 5.00% $ 81,042 9.00%
========== ========= =========
Tier 1 capital, and ratio to risk-weighted
assets...................................... 16.70% $ 224,220 6.00% $ 80,571
========== =========
Allowance for loan losses...................... 15,273
Qualifying subordinated debentures............. 53,600
----------
Tier 2 capital................................. 68,873
----------
Total risk-based capital, and ratio to
risk-weighted assets........................ 21.83% $ 293,093 8.00% $ 107,429 10.00% $ 134,286 13.00%
========== ========= =========
Total regulatory assets........................ $1,660,767
==========
Adjusted total assets.......................... $1,620,846
==========
Risk-weighted assets........................... $1,342,858
==========
DECEMBER 31, 1999:
Stockholders' equity, and ratio to total
assets...................................... 11.33% $ 261,014
Net unrealized loss on available for sale
securities.................................. 601
Non-includable subsidiary...................... (12,013)
Acquired real estate........................... (4,631)
Disallowed servicing assets.................... (969)
----------
Tangible capital, and ratio to adjusted total
assets...................................... 10.67% $ 244,002 1.50% $ 34,287
========== =========
Tier 1 (core) capital, and ratio to adjusted
total assets................................ 10.67% $ 244,002 3.00% $ 68,573 5.00% $ 114,289 9.00%
========== ========= =========
Tier 1 capital, and ratio to risk-weighted
assets...................................... 14.02% $ 244,002 6.00% $ 104,426
========== =========
Allowance for loan losses...................... 21,783
Qualifying subordinated debentures............. 67,000
----------
Tier 2 Capital................................. 88,783
----------
Total risk-based capital, and ratio to risk
weighted assets............................. 19.12% $ 332,785 8.00% $ 139,235 10.00% $ 174,043 13.00%
========== ========= =========
Total regulatory assets........................ $2,302,793
==========
Adjusted total assets.......................... $2,285,781
==========
Risk-weighted assets........................... $1,740,436
==========
The OTS amended its capital distribution regulation effective April 1,
1999. Under the revised regulation, the Bank is required to file a notice with
the OTS at least 30 days prior to making a capital distribution unless (a) it is
not eligible for expedited treatment under the OTS application processing
regulations, (b) the total amount of the Bank's capital distributions (including
the proposed distribution) for the calendar year exceeds the Bank's net income
for the year to date plus retained net income for the previous two years, (c)
the Bank would not be "adequately capitalized" following the proposed
distribution or (d) the proposed distribution would violate any applicable
statute, regulation or agreement between the Bank and the OTS, or a condition
imposed upon the Bank by an OTS-approved application or notice. If one of these
four criteria is present, the Bank is required to file an application with the
OTS at least 30 days prior to making the proposed capital distribution. The OTS
may deny the Bank's application or disapprove its notice if the OTS determines
that (a) the Bank will be "under capitalized," "significantly under capitalized"
or "critically under capitalized," as defined in the OTS capital regulations,
following the capital distribution, (b) the proposed capital distribution raises
safety and soundness concerns or (c) the proposed capital distribution violates
a prohibition contained in any statute, regulation or agreement between the Bank
and the OTS or a condition imposed on the Bank
111
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
in an application or notice approved by the OTS. The revised rule also amended
the definition of "capital distribution" to include any payment to repurchase,
redeem, retire or otherwise acquire debt instruments included in total
risk-based capital.
In addition to these OTS regulations governing capital distributions,
the indenture governing the Debentures limits the declaration or payment of
dividends and the purchase or redemption of common or preferred stock in the
aggregate to the sum of 50% of consolidated net income and 100% of all capital
contributions and proceeds from the issuance or sale (other than to a
subsidiary) of common stock, since the date the Debentures were issued.
NOTE 29: NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES
For the Years Ended December 31,
-----------------------------------------------
2000 1999 1998
------------ ------------ ------------
INTEREST INCOME:
Federal funds sold and repurchase agreements....................... $ 8,700 $ 8,847 $ 7,930
Securities available for sale...................................... 42,507 62,698 40,320
Trading securities................................................. 8,200 -- --
Loans available for sale........................................... 2,474 25,724 56,791
Investment securities and other.................................... 1,501 2,181 3,197
Loan portfolio..................................................... 20,586 28,683 38,609
Discount loan portfolio............................................ 89,826 121,854 160,847
Match funded loans and securities.................................. 11,022 3,237 --
------------ ------------ ------------
184,816 253,224 307,694
------------ ------------ ------------
INTEREST EXPENSE:
Deposits........................................................... 98,224 98,370 116,584
Securities sold under agreements to repurchase..................... 10,729 7,456 6,514
Bonds - match funded agreements.................................... 11,484 2,101 --
Obligations outstanding under lines of credit...................... 13,881 16,318 34,587
Notes, debentures and other interest bearing obligations........... 34,772 31,297 27,208
------------ ------------ ------------
169,090 155,542 184,893
------------ ------------ ------------
Net interest income before provision for loan losses............... $ 15,726 $ 97,682 $ 122,801
============ ============ ============
NOTE 30: OTHER INCOME
Years Ended December 31,
----------------------------------------------
2000 1999 1998
----------- ----------- -----------
Brokerage commissions (Ocwen UK)...................................... $ -- $ 12,896 $ 9,959
Management fees (OAC)................................................. -- 4,503 5,955
Software revenue (OTX)................................................ 2,234 2,043 1,709
Other................................................................. 3,849 4,904 4,370
----------- ----------- -----------
$ 6,083 $ 24,346 $ 21,993
=========== =========== ===========
112
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
NOTE 31: OTHER OPERATING EXPENSES
Years Ended December 31,
----------------------------------------------
2000 1999 1998
----------- ----------- -----------
Travel, lodging, meals and entertainment.............................. $ 2,864 $ 4,107 $ 4,573
Amortization of deferred costs........................................ 2,845 2,274 1,888
Acquisition expenses.................................................. 1,912 441 740
Marketing............................................................. 1,820 5,556 5,246
Deposit related expenses.............................................. 531 406 420
Conferences and seminars.............................................. 530 772 1,117
Investment and treasury services...................................... 332 448 694
Other................................................................. 2,188 3,181 (875)
----------- ----------- -----------
$ 13,022 $ 17,185 $ 13,803
=========== =========== ===========
NOTE 32: BUSINESS SEGMENT REPORTING
Public enterprises are required to report financial and descriptive
information about their reportable operating segments. Operating segments are
defined as components of an enterprise that (a) engages in business activities
from which it may earn revenues and incur expenses, (b) whose operating results
are regularly reviewed by the enterprise's chief operating decision maker to
make decisions about resources to be allocated to the segment and assess its
performance and (c) for which discrete financial information is available. The
Company conducts a variety of business activities within the following segments:
Net Interest Non-Interest Non-Interest Net (Loss) Total
Income Income Expense Income Assets
------------ ------------ ------------ ---------- -----------
DECEMBER 31, 2000:
Single family residential discount loans....... $ 25,186 $ 7,724 $ (11,818) $ 13,078 $ 396,270
Commercial loans............................... 1,974 15,273 (16,402) 571 535,793
Domestic residential mortgage loan servicing... (5,756) 84,138 (59,129) 11,909 219,818
Investment in low-income housing tax credits... (10,915) 2,188 (15,350) (12,351) 187,250
OTX............................................ (719) 2,424 (35,656) (21,049) 20,462
Commercial real estate......................... (18,120) 37,300 (2,592) 10,285 80,561
UK operations.................................. (963) 20,025 (315) 8,350 --
Domestic subprime single family residential
lending................................... (180) (22,267) (2,085) (15,210) 135,617
Unsecured collections.......................... (6,971) 1,481 (8,908) (8,927) 8,417
Ocwen Realty Advisors (1)...................... -- 12,738 (12,823) (53) 1,625
Corporate items and other...................... 17,013 16,501 (4,931) 15,589 663,607
--------- --------- --------- --------- -----------
$ 549 $ 177,525 $(170,009) $ 2,192 $ 2,249,420
========= ========= ========== ========= ===========
113
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
Net Interest Non-Interest Non-Interest Net (Loss) Total
Income Income Expense Income Assets
------------ ------------ ------------ ---------- ------------
DECEMBER 31, 1999
Single family residential discount loans....... $ 19,233 $ (12,773) $ (26,910) $ (12,680) $ 711,104
Commercial loans............................... 50,647 16,161 (40,454) 16,428 1,000,541
Domestic residential mortgage loan servicing... 5,630 59,961 (46,128) 12,067 140,559
Investment in low-income housing tax credits... (10,365) 10,076 (16,548) 7,802 185,346
OTX............................................ -- 2,056 (20,398) (11,372) 26,702
Commercial real estate......................... (1,803) 3,443 (4,167) (1,566) 301,437
UK operations.................................. 30,004 85,097 (46,498) 36,859 37,843
Domestic subprime single family residential
lending................................... 14,972 (31,101) (13,972) (18,025) 109,793
Unsecured collections.......................... (393) 18 (6,374) (4,185) 16,401
Corporate items and other...................... (16,953) 11,704 26,381 (5,496) 751,948
--------- --------- --------- --------- ------------
$ 90,972 $ 144,642 $(195,068) $ 19,832 $ 3,281,674
========= ========= ========= ========= ============
DECEMBER 31, 1998
Single family residential discount loans....... $ 13,975 $ 35,524 $ (26,449) $ 14,291 $ 661,647
Commercial loans............................... 72,679 49,366 (44,389) 48,319 925,413
Domestic residential mortgage loan servicing... 6,604 46,751 (40,955) 7,688 76,079
Investment in low-income housing tax credits... (8,632) 9,137 (13,801) 9,423 200,566
OTX............................................ 5 1,711 (11,335) (5,964) 21,659
Commercial real estate......................... -- 2,777 (2,762) 9 --
UK operations.................................. 12,045 48,159 (41,772) 12,247 298,878
Domestic subprime single family residential
lending................................... 17,465 3,346 (53,810) (19,993) 158,676
Unsecured collections.......................... 496 -- (2,175) (1,041) 8,254
Ocwen Realty Advisors ......................... -- -- -- -- --
Corporate items and other...................... (10,345) (85,304) 10,902 (66,179) 949,911
--------- --------- --------- --------- -----------
$ 104,292 $ 111,467 $(226,546) $ (1,200) $ 3,301,083
========= ========= ========= ========= ===========
<FN>
(1) Non-interest income for the year ended December 31, 2000 included $975
of intercompany revenues which have been eliminated in consolidation.
</FN>
The Company's single family residential discount loan activities
include asset acquisition and resolution of single family residential loans and
the related real estate owned. Commercial loan activities include asset
acquisition and resolution of large commercial and small commercial loans and
related real estate owned. Commercial loan activities also include the Company's
origination of multi-family and commercial real estate loans held for
investment, a business which the Company ceased in 1999. Investment in
low-income housing tax credits includes the Company's investments, primarily
through limited partnerships, in qualified low-income rental housing for the
purpose of obtaining Federal income tax credits pursuant to Section 42 of the
Code. Commercial real estate is principally comprised of activities related to
the Company's real estate investments acquired in connection with the
acquisition of OAC in October 1999. Domestic subprime single family residential
lending includes the Company's acquisition and origination of single family
residential loans to non-conforming borrowers. In August 1999, the Company
closed its domestic subprime origination business, which had been conducted
primarily through OFS. Domestic residential mortgage loan servicing includes the
Company's fee-for-services business of providing loan servicing, including asset
management and resolution services, to third-party owners of non-performing,
underperforming and subprime assets. UK operations included the Company's equity
investment in Kensington, which was sold during November 2000, as well as the
activities of the Company's previously owned subsidiary, Ocwen UK, which was
sold on September 30, 1999. Ocwen UK was primarily engaged in the origination
and servicing of subprime loans in the United Kingdom. OTX, which was formed in
1998, develops and markets advanced software solutions for the mortgage and real
estate industries, including residential and commercial mortgage servicing
systems. Unsecured collections is primarily comprised of activities related to
the Company's charged-off unsecured credit card receivables, which were acquired
at a discount. Ocwen Realty Advisors provides property valuation services and
real estate research for residential and commercial properties. Corporate items
and other consist primarily of extraordinary gains on repurchases of debt,
114
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
individually insignificant business activities, amounts not allocated to the
operating segments, distributions on the Capital Securities, transfer pricing
mismatches, other general corporate expenses and the results of the securities
portfolio other than subprime residuals and subordinates. Subprime residuals and
subordinate interests related to the Company's securitization activities have
been included in the related business activity.
Interest income and expense have been allocated to each business
segment for the investment of funds raised or funding of investments made taking
into consideration the duration of such liabilities or assets. Allocations of
non-interest expense generated by corporate support services were made to each
business segment based upon management's estimate of time and effort spent in
the respective activity. Income taxes are allocated to each business segment
based on the Company's statutory tax rate, exclusive of low-income housing tax
credit interests. As such, the resulting amounts represent estimates of the
contribution of each business activity to the Company.
NOTE 33: COMMITMENTS AND CONTINGENCIES
Certain premises are leased under various non-cancellable operating
leases with terms expiring at various times through 2007, exclusive of renewal
option periods. The annual aggregate minimum rental commitments under these
leases are summarized as follows:
2001........................................................... $ 3,816
2002........................................................... 3,580
2003........................................................... 3,397
2004........................................................... 2,818
2005........................................................... 959
Thereafter..................................................... 71
-----------
Minimum lease payments ........................................ $ 14,641
===========
Rental commitments for facilities outside the United States of America
were converted to U.S. dollars using exchange rates in effect at December 31,
2000.
Rent expense for the years ended December 31, 2000, 1999 and 1998 was
$3,374, $6,101 and $6,410, respectively.
At December 31, 2000, the Company had commitments of $11,259 to fund
construction loans (including loans accounted for as investments in real estate)
secured by multi-family and commercial properties. In addition, the Company,
through the Bank, had commitments under outstanding letters of credit in the
amount of $6,968. The Company, through its investment in subordinated securities
and subprime residuals, which had a fair value of $112,647 at December 31, 2000,
supports senior classes of securities. At December 31, 2000 the Company had
$7,035 outstanding in guarantees to third parties related to debt obligations
and lease commitments of its subsidiaries.
On April 20, 1999, a complaint was filed on behalf of a putative class
of public shareholders of the Company in the Circuit Court of the Fifteenth
Judicial Circuit, Palm Beach County, Florida against OCN and OAC. On April 23,
1999, a complaint was filed on behalf of a putative classes of public
shareholders of OAC in the Circuit Court of the Fifteenth Judicial Circuit, Palm
Beach County, Florida, against OAC and certain directors of OAC. The plaintiffs
in both complaints sought to enjoin consummation of the acquisition of OAC by
OCN. The cases were consolidated, and on September 13, 1999 a consolidated
amended complaint was filed. The injunction was denied, and on October 14, 1999
OCN was dismissed as a party. Plaintiffs' remaining claims are for damages for
alleged breaches of common law fiduciary duties. On January 10, 2001, OAC was
granted a protective order limiting the scope of discovery. Discovery is
ongoing.
On June 3, 1999, Walton Street Capital, L.L.C. ("Walton") filed suit
against OAC and OPLP in the Circuit Court of Cook County, Illinois. Walton has
alleged that OAC committed an anticipatory breach of contract with respect to
the proposed sale by OAC of all of its interest in its commercial
mortgage-backed securities portfolio to Walton. Walton has claimed damages in an
amount in excess of $20,000. As of October 20, 2000, both Walton and OAC filed
motions for Summary Judgement. On December 21, 2000, the Circuit Court granted
Walton's Limited Motion for Summary Judgement concerning liability. Ocwen filed
a Motion for Certification of an Interlocutory Appeal and is seeking an Entry of
Stay pending appeal. OAC believes this suit is without merit and continues to
vigorously defend against the same.
115
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
The Company is subject to various other pending legal proceedings. In
management's opinion, the resolution of these other claims will not have a
material effect on the consolidated financial statements.
NOTE 34: PARENT COMPANY ONLY FINANCIAL INFORMATION
CONDENSED STATEMENTS OF FINANCIAL CONDITION
December 31,
----------------------------
2000 1999
----------- -----------
Assets:
Cash and cash equivalents.............................................................. $ 77,214 $ 27,939
Cash held at Bank subsidiary........................................................... 13,512 49,259
Investments in subsidiaries:
Bank subsidiary..................................................................... 256,833 249,365
Non-bank subsidiaries............................................................... 399,187 321,063
Advance due from Bank subsidiary....................................................... 2,808 --
Note receivable from non-bank subsidiary............................................... -- 24,000
Investment in unconsolidated entity.................................................... -- 36,216
Loan portfolio, net.................................................................... 408 405
Discount loan portfolio, net........................................................... 8,417 16,397
Investment in real estate.............................................................. 3,300 --
Income taxes receivable................................................................ 17,749 14,556
Deferred tax asset..................................................................... 22,375 44,313
Other assets........................................................................... 2,737 3,483
----------- -----------
$ 804,540 $ 786,996
=========== ===========
Liabilities and Stockholders' Equity:
11.875% Note payable................................................................... $ 100,050 $ 103,850
Notes and debentures payable to non-bank subsidiaries.................................. 137,251 131,251
Advance due to subsidiaries:
Bank subsidiary..................................................................... -- 2,272
Non-bank subsidiary................................................................. 49,086 22,105
Other liabilities...................................................................... 14,727 18,076
----------- -----------
Total liabilities................................................................... 301,114 277,554
Stockholders' equity................................................................... 503,426 509,442
----------- -----------
$ 804,540 $ 786,996
=========== ===========
116
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
CONDENSED STATEMENTS OF OPERATIONS
For the Years Ended December 31,
----------------------------------------------
2000 1999 1998
----------- ----------- -----------
Interest income....................................................... $ 907 $ 2,510 $ 11,534
Interest income from subsidiaries:
Bank subsidiary.................................................. 1,438 1,941 868
Non-bank subsidiary.............................................. 2,394 3,669 3,149
Interest expense...................................................... (12,293) (14,656) (17,866)
Interest expense - Non-bank subsidiary................................ (14,518) (14,372) (15,508)
Provision for loan losses............................................. (7,504) (1,176) (162)
Non-interest income................................................... 22,499 51,464 6,425
Impairment charges on securities available for sale................... -- -- (45,737)
Non-interest expense.................................................. (3,783) (5,721) (5,301)
Servicing fee expense - Bank subsidiary............................... (7,173) (3,074) --
Equity in (losses) earnings in unconsolidated entities................ (5,280) (9,154) 439
----------- ----------- -----------
(Loss) income before income taxes and extraordinary gain......... (23,313) 11,431 (62,159)
Income tax benefit.................................................... 16,271 3,990 42,942
----------- ----------- -----------
(Loss) income before equity in net income (losses) of subsidiaries
and extraordinary gain........................................ (7,042) 15,421 (19,217)
Equity in net income (losses) of subsidiaries:
Bank subsidiary.................................................. 6,043 45,166 55,780
Non-bank subsidiaries............................................ 2,915 (41,182) (37,763)
Extraordinary gain on repurchase of debt, net of tax.................. 276 427 --
----------- ----------- -----------
Net income (loss)..................................................... $ 2,192 $ 19,832 $ (1,200)
=========== =========== ===========
117
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
CONDENSED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
----------------------------------------------
2000 1999 1998
----------- ----------- -----------
Cash flows from operating activities:
Net income (loss).................................................... $ 2,192 $ 19,832 $ (1,200)
Adjustments to reconcile net income to net cash
(used) provided by operating activities:
Equity in income of bank subsidiary............................. (6,043) (45,166) (55,780)
Equity in (income) loss of non-bank subsidiaries................ (2,915) 41,182 37,763
Equity in loss (income) of unconsolidated entity, net........... 5,280 9,154 (439)
Premium amortization, net....................................... (3) (5,913) 18,383
Provision for loan losses....................................... 7,503 1,176 162
Loss on interest-earning assets................................. -- (81) (3,462)
Important charges on securities available for sale.............. -- -- 45,737
Extraordinary gain on repurchase of long-term debt.............. (439) (1,322) --
Gain on sale of real estate held for investment................. (1,155) (297) (2,389)
Gain on sale of Ocwen UK........................................ -- (50,371) --
Gain on sale of investment in Kensington Group plc.............. (20,025) -- --
Decrease (increase) in deferred tax assets...................... 21,988 (22,581) (13,191)
(Decrease) increase in deferred tax liability................... (50) (1,952) 47
Decrease (increase) in other assets............................. (70) 21,483 (33,168)
Decrease (increase) in income taxes receivable.................. (2,556) 21,718 (22,327)
(Decrease) increase in income taxes payable..................... (637) (953) 745
(Decrease) increase in accrued expenses, payables and other
liabilities.................................................. (5,305) (2,962) 5,947
----------- ----------- -----------
Net cash (used) provided by operating activities................ (2,235) (17,053) (23,172)
----------- ----------- -----------
Cash flows from investing activities:
Purchase of securities available for sale....................... -- -- (34,755)
Maturities of and principal payments received on securities
available for sale........................................... -- -- 8
Net distributions from bank subsidiary.......................... (2,921) 937 89,277
Net investments in non-bank subsidiaries........................ (19,046) (22,540) (166,247)
Proceeds from sale of Ocwen UK.................................. -- 122,101 --
Proceeds from sale of investment in Kensington Group plc........ 48,556 -- --
Distributions from (investment in) unconsolidated entity........ 3,143 -- (45,886)
Proceeds from sales of securities available for sale............ -- -- 70,893
Principal payments received on loans held for investment........ -- 2,119 --
Principal payments received on discount loans................... 10,207 17,596 --
Proceeds from sales of securities held for investment........... -- -- 13,025
Purchase of discount loans...................................... (9,730) (8,788) (2,557)
Increase in investment in real estate........................... (2,145) -- --
Proceeds from sales of loans held for investment................ -- -- 53,949
Proceeds from real estate held for investment................... -- -- 16,985
----------- ----------- -----------
Net cash provided (used) by financing activities................ 28,064 111,425 (5,308)
----------- ----------- -----------
Cash flows from financing activities:
Repurchase of notes and debentures.............................. (3,361) (19,828) --
Increase (decrease) in securities sold under agreements to
repurchase................................................... -- -- (3,075)
Repayments of loans to executive officers, net.................. -- 763 --
Exercise of common stock options................................ -- 23 7,931
Issuance of shares of common stock.............................. 56 43 7,828
Repurchase of common stock options.............................. -- -- (6,502)
Repurchase of common stock...................................... (8,996) (30,691) (7,772)
----------- ----------- -----------
Net cash (used) provided by investing activities..................... (12,301) (49,690) (1,590)
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents................. 13,528 44,682 (30,070)
Cash and cash equivalents at beginning of year....................... 77,198 32,516 62,586
----------- ----------- -----------
Cash and cash equivalents at end of year............................. $ 90,726 $ 77,198 $ 32,516
=========== =========== ===========
118
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2000, 1999, AND 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
NOTE 35: QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
Quarters Ended
---------------------------------------------------------------
December 31, September 30, June 30, March 31,
2000 2000 2000 2000
----------- ----------- ----------- -----------
Interest income......................................... $ 40,984 $ 45,287 $ 50,455 $ 48,090
Interest expense........................................ (35,599) (44,433) (45,662) (43,396)
Provision for loan losses............................... (2,573) (6,861) (3,134) (2,609)
----------- ----------- ----------- -----------
Net interest income after provision for loan losses.. 2,812 (6,007) 1,659 2,085
Non-interest income..................................... 59,810 49,536 37,234 30,945
Non-interest expense.................................... (45,391) (44,700) (41,844) (38,074)
Distributions on Capital Securities..................... (2,538) (2,730) (2,918) (3,194)
Equity in losses of investments in
unconsolidated entities.............................. (284) (893) (1,812) (2,260)
----------- ----------- ----------- -----------
(Loss) income before income taxes and extraordinary
gain............................................... 14,409 (4,794) (7,681) (10,498)
Income taxes benefit (expense).......................... (15,079) 1,486 2,381 3,255
----------- ----------- ----------- -----------
Loss before extraordinary gain.......................... (670) (3,308) (5,300) (7,243)
Extraordinary gain on repurchase of debt, net of tax.... 10,039 2,628 3,901 2,145
----------- ----------- ----------- -----------
Net income (loss)....................................... $ 9,369 $ (680) (1,399) $ (5,098)
=========== =========== =========== ==========
Earnings (loss) per share:
Basic................................................ $ 0.14 $ (0.01) $ (0.02) $ 0.07
========== ========== ========== ==========
Diluted.............................................. $ 0.14 $ (0.01) $ (0.02) $ 0.07
========== ========== ========== ==========
Quarters Ended
---------------------------------------------------------------
December 31, September 30, June 30, March 31,
1999 1999 1999 1999
----------- ----------- ----------- -----------
Interest income......................................... $ 68,123 $ 56,019 $ 63,547 $ 65,535
Interest expense........................................ (42,119) (36,787) (37,838) (38,798)
Provision for loan losses............................... (1,522) (826) (623) (3,739)
----------- ----------- ----------- -----------
Net interest income after provision for loan losses.. 24,482 18,406 25,086 22,998
Non-interest income..................................... 11,771 62,242 25,037 45,592
Non-interest expense.................................... (42,789) (52,128) (48,010) (52,141)
Distributions on Capital Securities..................... (2,915) (3,399) (3,398) (3,399)
Equity in losses of investments in
unconsolidated entities.............................. (3,134) (4,768) (3,470) (1,244)
----------- ----------- ----------- -----------
(Loss) income before income taxes and extraordinary
gain............................................... (12,585) 20,353 (4,755) 11,806
Income taxes benefit (expense).......................... 6,986 (8,199) 972 (2,367)
Minority interest in net loss of consolidated
subsidiary.............................................. 141 369 96 32
----------- ----------- ----------- -----------
(Loss) income before extraordinary gain................. (5,458) 12,523 (3,687) 9,471
Extraordinary gain on repurchase of debt, net of tax.... 6,730 253 -- --
----------- ----------- ----------- -----------
Net income (loss)....................................... $ 1,272 $ 12,776 (3,687) $ 9,471
=========== =========== =========== ==========
Earnings (loss) per share:
Basic................................................ $ 0.02 $ 0.21 $ (0.06) $ 0.16
========== ========== ========== ==========
Diluted.............................................. $ 0.02 $ 0.21 $ (0.06) $ 0.16
========== ========== ========== ==========
119
SHAREHOLDER INFORMATION
PRICE RANGE OF THE COMPANY'S COMMON STOCK
The Company's common stock is traded under the symbol "OCN" on the New
York Stock Exchange ("NYSE"). The following table sets forth for the high and
low sales prices for the common stock, as traded on the NYSE:
High Low
--------- ---------
1999:
First quarter..................................... $ 11.88 $ 7.69
Second quarter.................................... 9.56 7.50
Third quarter..................................... 8.44 5.81
Fourth quarter.................................... 7.44 5.56
2000:
First quarter..................................... $ 9.25 $ 5.25
Second quarter.................................... 8.63 5.44
Third quarter..................................... 6.88 5.44
Fourth quarter.................................... 6.44 4.50
At the close of business on March 9, 2001, the Company's common stock
price was $9.47.
The Company does not currently pay cash dividends on common stock and
has no current plans to do so in the future. The timing and amount of future
dividends, if any, will be determined by the Board of Directors of the Company
and will depend, among other factors, upon the Company's earnings, financial
condition, cash requirements, the capital requirements of the Bank and other
subsidiaries and investment opportunities at the time any such payment is
considered. In addition, the indentures relating to the Notes and the Junior
Subordinated Debentures contain certain limitations on the payment of dividends
by the Company.
As a holding company, the payment of any dividends by the Company will
be significantly dependent on dividends and other payments received by the
Company from its subsidiaries, including the Bank. For a description of
limitations on the ability of the Company to pay dividends on the common stock
and on the ability of the Bank to pay dividends on its capital stock to the
Company, see Notes 21, 22 and 28 to the Consolidated Financial Statements.
NUMBER OF HOLDERS OF COMMON STOCK
At March 9, 2001, 67,152,363 shares of Company common stock were
outstanding and held by approximately 1,283 holders of record. Such number of
stockholders does not reflect the number of individuals or institutional
investors holding stock in nominee name through banks, brokerage firms and
others.
120