FINANCIAL TABLE OF CONTENTS EXHIBIT 13.1
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SELECTED CONSOLIDATED FINANCIAL INFORMATION............................... 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS............................. 16
REPORT OF MANAGEMENT...................................................... 69
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS........................ 70
CONSOLIDATED FINANCIAL STATEMENTS......................................... 71
SHAREHOLDER INFORMATION................................................... 120
11
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(Dollars in thousands, except share data)
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The following tables present selected consolidated financial
information of Ocwen Financial Corporation and its subsidiaries at the dates and
for the years indicated. Our historical operations and balance sheet data at and
for the years ended December 31, 2002, 2001, 2000, 1999, and 1998 have been
derived from our audited financial statements. We have reclassified certain
amounts included in the 2001, 2000, 1999 and 1998 selected consolidated
financial information to conform to the 2002 presentation. The selected
consolidated financial information should be read in conjunction with, and is
qualified in its entirety by reference to, the information we have provided in
our Consolidated Financial Statements and the Notes to Consolidated Financial
Statements on pages 69 to 119.
At or For the Years Ended December 31,
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2002 2001 2000 1999 (1) 1998 (1)
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Balance Sheet Data
Total assets ............................................ $1,222,242 1,711,150 $2,249,420 $3,281,674 $3,301,083
Trading securities, at fair value (2) (3) ............ 58,895 226,249 390,242 -- --
Securities available for sale, at fair value (3) ..... -- -- -- 587,518 593,347
Affordable housing properties (2) (4) ................ 15,319 102,069 142,812 150,989 144,164
Loans, net (2) ....................................... 76,857 185,293 640,052 1,115,850 1,434,670
Match funded assets, net (5) ......................... 167,744 174,351 116,987 157,794 --
Investments in unconsolidated entities (6) ........... 353 1,067 430 37,118 86,893
Real estate owned, net (2) ........................... 62,039 110,465 146,419 167,506 201,551
Investments in real estate and real estate held for
sale (7) .......................................... 58,676 130,314 145,431 268,241 36,860
Advances on loans and loans serviced for others (2) 266,356 283,183 277,055 162,548 108,078
Mortgage servicing rights (2) ........................ 171,611 101,107 51,426 11,683 7,060
Total liabilities ....................................... 853,497 1,270,885 1,666,464 2,662,232 2,689,871
Deposits and escrows (8) ............................. 510,956 730,443 1,258,360 1,814,647 2,168,791
Bonds-match funded agreements (9) .................... 147,071 156,908 107,050 141,515 --
Obligations outstanding under lines of credit (10).... 78,511 84,304 32,933 187,866 179,285
Notes, debentures and other interest-bearing
obligations (11) .................................. 81,210 160,305 173,330 317,573 225,000
Stockholders' equity (12) ............................... 310,718 379,106 503,426 509,442 436,376
Other Data
Average assets .......................................... $1,435,131 $1,983,5841 $3,108,367 $3,187,683 $3,574,780
Average equity .......................................... 347,092 448,752 495,354 462,216 427,512
Return on average assets:
Income (loss) before effect of change in accounting
principle ......................................... (5.92)% (6.29)% 0.07% 0.62% (0.03)%
Net income (loss) .................................... (4.79) (6.29) 0.07 0.62 (0.03)
Return on average equity:
Income (loss) before effect of change in accounting
principle ......................................... (24.47) (27.81) 0.44 2.78 (0.28)
Net income (loss) .................................... (19.81) (27.81) 0.44 4.29 (0.28)
Average equity to average assets ........................ 24.19 22.62 15.94 14.50 11.96
Net interest spread ..................................... 0.99 1.36 2.13 4.57 3.90
Net interest margin ..................................... (3.62) (1.03) 0.82 4.39 4.30
Efficiency ratio (13) ................................... 153.59 111.61 78.09 81.90 100.12
Bank regulatory capital ratios at end of period:
Tangible ............................................. 15.28 13.43 13.83 10.67 9.07
Core (Leverage) ...................................... 15.51 13.64 13.83 10.67 9.07
Risk-based ........................................... 21.71 23.33 21.83 19.12 17.26
12
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(Dollars in thousands, except share data)
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For the Years Ended December 31,
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2002 2001 2000 1999 (1) 1998 (1)
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Operations Data
Net income (loss) ............................................ $ (68,775) $ (124,782) $ 2,192 $ 19,832 $ (1,200)
Net interest income (expense) (14) ........................... (18,527) (9,958) 15,726 97,682 122,801
Provision for loan losses .................................... 13,629 15,666 15,177 6,710 18,509
Total non-interest income .................................... 134,475 173,419 201,979 140,500 103,465
Servicing and other fees (15) .............................. 141,991 134,597 97,080 76,018 59,163
Gain (loss) on interest-earning assets, net (16) ........... (3,485) (3,949) 17,625 44,298 129,988
Gain (loss) on trading and match funded securities,
net (3) .................................................. 7,012 16,330 (3,971) -- --
Impairment charges on securities available for sale (3)..... -- -- (11,597) (58,777) (129,714)
Gain (loss) on other non-interest earning assets,
net (17).................................................. 1,122 (1,054) 45,517 58,693 17,702
Net operating gains (losses) on investments in real
estate (18) .............................................. (8,315) 5,581 27,579 820 (1,112)
Amortization of excess of net assets acquired over
purchase price (19) ...................................... -- 18,333 14,112 3,201 --
Gain (loss) on repurchase debt (11) ........................ (1,461) 3,774 29,703 8,474 --
Equity in income (losses) of investments in unconsolidated
entities (6) ............................................. 215 304 (5,249) (12,616) (7,985)
Total non-interest expense (20) .............................. 178,089 182,446 170,009 195,068 226,529
Income tax expense (benefit) (21) ............................ 2,983 83,000 18,947 4,099 (30,699)
Effect of change in accounting principle (19) ................ 16,166 -- -- -- --
Earnings (loss) per share
Basic and Diluted
Net income (loss) before effect of accounting change ..... $ (1.26) $ (1.86) $ 0.03 $ 0.31 $ (0.02)
Effect of change in accounting principle, net of tax ..... $ 0.24 $ -- $ -- $ -- $ --
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Net income (loss) ..................................... $ (1.02) $ (1.86) $ 0.03 $ 0.31 $ (0.02)
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Weighted average common shares outstanding
Basic .................................................... 67,321,299 67,227,058 67,427,662 63,051,015 60,736,950
Diluted .................................................. 67,321,299 67,227,058 67,464,043 63,090,282 60,736,950
13
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(Dollars in thousands, except share data)
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Notes to Selected Consolidated Financial Information
(1) Financial data we have presented for 1999 and 1998 included our
wholly-owned UK subsidiary, Ocwen UK Limited, formerly known as Ocwen
UK plc ("Ocwen UK"). Ocwen UK was engaged in the subprime mortgage loan
origination and servicing business, began operations on April 24, 1998
and was sold on September 30, 1999. Beginning in 1999, the financial
data presented also included Ocwen Asset Investment Corp. ("OAC") which
was acquired in October 1999. Previously, we accounted for our
investment in OAC and its operating partnership subsidiary, Ocwen
Partnership L.P. ("OPLP"), under the equity method.
(2) Beginning in late 1999 and early 2000, we ceased conducting the
origination and acquisition of loans, real estate owned, investments in
real estate, residual and subordinate trading securities and affordable
housing properties. Since then, our results reflect the ongoing
management and resolution of these assets. At the same time we shifted
our focus toward growing fee-based businesses, primarily residential
loan servicing and Ocwen Technology Xchange ("OTX"), our technology
solutions business. As a result, our investment in mortgage servicing
rights and servicing advances has grown, as well as the related
residential servicing fees. Additionally, we have incurred losses in
the development and marketing of OTX products. Those losses (pre-tax)
amounted to $(24,144), $(36,392) and $(33,951) during 2002, 2001 and
2000, respectively. See "Overview of Risks and Related Critical
Accounting Policies" and "Results of Operations - Segment
Profitability".
(3) On September 30, 2000 we changed our 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, we accounted for our
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.
(4) Balances at December 31, 2002, 2001 and 2000 included $4,458, $49,893
and $93,210, respectively, of affordable housing properties that we
have 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 "Changes in Financial Condition - Affordable
Housing Properties".
(5) Match funded assets at December 31, 1999 and 2000 were comprised solely
of securitized loans and securities. Match funded assets at December
31, 2002 and 2001 also included $121,702 and $101,963 of loan servicing
advances which were sold but did not qualify as a sale for accounting
purposes. We have accounted for these transactions as secured
borrowings with pledges of collateral. We acquired the match funded
loans as a result of our acquisition of OAC. See "Changes in Financial
Condition - Match Funded Assets".
(6) Losses we incurred for 2000 related primarily to our investment in
Kensington Group PLC (Kensington) in 1999. Losses for 1999 and 1998
related primarily to our investment in Kensington and our equity
investments in OAC and OPLP, before their acquisition in October 1999.
(7) Balances at December 31, 2002, 2001, 2000 and 1999 included $51,588,
$78,544, $75,080 and $252,604, respectively, of properties that we
acquired as a result of our acquisition of OAC. See "Changes in
Financial Condition - Investments in Real Estate".
(8) Since 2000, we have been reducing our reliance on brokered certificates
of deposit as a source of funding. The amount of such deposits
outstanding amounted to $198,248, $484,698 and $968,432 at December 31,
2002, 2001 and 2000 respectively. We plan to maintain non-brokered
deposits as a source of funding. See "Banking Operations" and
"Liquidity, Commitments and Off-balance Sheet Risks".
(9) Balances included bonds-match funded agreements we assumed as a result
of our acquisition of OAC in 1999. At December 31, 2002 and 2001 the
balance also included $106,797 and $91,766, respectively,
collateralized by loan servicing advances. See "Changes in Financial
Condition - Bonds-Match Funded Agreements".
(10) Balance at December 31, 1999 included $159,170 of lines of credit we
acquired in connection with our acquisition of OAC. During 2000 we paid
down these lines significantly as a result of real estate sales. See
"Changes in Financial Condition - Obligations Outstanding Under Lines
of Credit".
(11) Balance at December 31, 1999 included $140,487 of 11.5% Notes we
acquired in connection with our acquisition of OAC. During 2000, we
repurchased these Notes. During 2002, 2001, 2000 and 1999 we
repurchased $77,095, $13,025, $146,755 and $54,150, respectively, of
fixed rate debt with high interest rates. See "Changes in Financial
Condition - Notes, Debentures and Other Interest-Bearing Obligations".
(12) Stockholders' equity includes our issuance of 12,371,750 shares of
common stock in the amount of $96,809 in connection with our
acquisition of OAC in 1999. We repurchased 1,388,300 shares of common
stock for an aggregate of $8,996 and 4,611,700 of common stock shares
for an aggregate of $30,691 during 2000 and 1999, respectively.
(13) The efficiency ratio represents non-interest expense divided by the sum
of net interest income before provision for loan losses and
non-interest income.
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SELECTED CONSOLIDATED FINANCIAL INFORMATION
(Dollars in thousands, except share data)
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(14) Net interest income for 1999 and 1998 included $21,827 and $12,048,
respectively, earned by Ocwen UK prior to its sale.
(15) Servicing and other fees earned during 1999 and 1998 included $9,691
and $8,359, respectively, attributed to Ocwen UK prior to its sale.
(16) We recognized $36,804 and $109,601 of net gains in connection with the
securitization of loans during 1999 and 1998, respectively. During the
third quarter of 1999, we decided to structure future securitizations
as financing transactions, thereby precluding our use of gain-on-sale
accounting. The gains we earned from loan sales during 1999 and 1998
included $8,940 and $26,331, respectively, from Ocwen UK prior to its
sale.
(17) Net gains earned in 1999 included a $50,371 gain from the sale of Ocwen
UK. Net gains for 2000 included a gain of $20,025 from the sale of our
unconsolidated investment in Kensington on November 22, 2000.
Kensington was engaged in the subprime mortgage loan origination
business in the UK.
(18) Results for 2002, 2001 and 2000, and to a lesser extent 1999, included
operating income from real estate properties acquired as a result of
our acquisition of OAC. Only two properties remain at December 31,
2002. Results for 2002, 2001 and 2000 also included equity in earnings
related to certain loans acquired during the first quarter of 2000
which we account for as investments in real estate under the equity
method. See "Results of Operations - Net Operating Gains on Investments
in Real Estate".
(19) Upon adoption of SFAS No. 142 effective January 1, 2002 we reversed the
unamortized balance of the excess of net assets acquired over purchase
price of $18,333 and recorded $3,333 of impairment charges on goodwill
and intangible assets. These amounts have been reported as the effect
of a change in accounting principle, net of an income tax benefit of
$1,166. See Note 1 to our Consolidated Financial Statements.
(20) Non-interest expenses for 1999 and 1998 included $36,114 and $41,277,
respectively, attributed to Ocwen UK prior to its sale.
(21) Income tax expense we recorded for 2001, 2000 and 1999 included
$83,000, $17,500 and $2,500, respectively, of net provisions to
increase the valuation allowance on prior years' deferred tax assets.
No such provision was required for 2002. See "Results of Operations -
Income Tax Expense (Benefit)".
15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
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The following discussion of our results of operations, consolidated
financial condition and capital resources and liquidity should be read in
conjunction with our Selected Consolidated Financial Information, Consolidated
Financial Statements and the related notes, all included elsewhere herein.
Overview of Risks and Related Critical Accounting Policies
For the past several years, we have been undergoing a fundamental
transition in the nature of our business. In late 1999 and early 2000, we began
the execution of our overall strategic plan to shift our business activities
away from capital-intensive businesses involving the purchase or origination of
loans, real estate and related assets toward less capital-intensive businesses
that generate fee-based revenues. As a result, we generally ceased to originate
or invest in assets in certain of our business segments ("non-core businesses")
unless contractually committed. However, we continued to actively manage and
resolve the remaining assets in these segments. As of December 31, 2002, our
core and non-core businesses were as follows:
Core Businesses Non-Core Businesses
--------------- -------------------
Residential Loan Servicing Residential Discount Loans
Ocwen Technology Xchange ("OTX") Commercial Finance
Ocwen Realty Advisors ("ORA") Subprime Finance
Unsecured Collections Affordable Housing
Additionally, we account for certain items of revenue and expense that
are not directly related to a business unit in our Corporate Items and Other
segment. Included in our Corporate Items and Other segment is interest income on
short-term investments of cash and the related costs of financing these
investments, certain unallocated costs of our Technology Services Division,
gains and losses on the early retirement of debt and amortization of negative
goodwill recorded from the acquisition of OAC.
Principal Risk Factors. The following is a discussion of the principal
risk factors that relate to our businesses and that may affect future results.
Potential for Inconsistent Earnings. Our corporate strategy focuses on
the growth of the servicing of assets owned by others and the development of
exportable loan servicing technology for the mortgage and real estate industries
Our past financial performance may not be considered a reliable indicator of
future performance and historical trends may not be reliable indicators of
anticipated results or trends in future periods. In addition, there can be no
assurance that we will be able to accomplish our strategic objectives as a
result of changes in the nature of our operations over time or that such changes
will not have a material adverse effect from time to time or generally on our
business, financial condition or results of operations.
In addition to inconsistency in results caused by our entry into or
exit from businesses in recent years, the consistency of our operating results
has been and may continue to be significantly affected by inter-period
variations in our current operations, including:
o the amount of servicing rights acquired;
o the amount of resolutions of discounted loans, particularly large
multi-family residential and commercial real estate loans;
o sales by us of loans and/or securities acquired from our securitization
of loans in prior years.
In addition, our operating results have been significantly affected by
certain non-recurring items. Items reported by us in prior periods may not be
repeated in future periods, and we may experience substantial inter-period
variations in our operating results.
Investment Risks. A component of our previous business strategy in the
Residential Discount Loan and Subprime Finance non-core business lines was the
acquisition, origination and securitization of residential mortgage loans. We
had historically retained subordinate and residual interests in connection with
the securitization of our loans and had acquired other residual interests in
connection with our acquisition of OAC. The performance of these securities in
prior years was negatively impacted by higher than expected prepayment speeds
and credit losses experienced on the mortgage loans collateralizing the
securities. We have reduced our exposure to loss on these investments by selling
most of the portfolio. However, we remain subject to the risk of loss on our
remaining securities primarily to the extent that future credit losses exceed
expected credit losses.
16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
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We continue to own loans and match funded loans relating to our
non-core businesses. We believe that we have established adequate allowances for
losses for each of our loans and match funded loans in accordance with generally
accepted accounting principles. Future additions to these allowances, in the
form of provisions for losses on loans and match funded loans, may be necessary,
however, due to changes in economic conditions and the performance of these
portfolios. There can be no assurance that we will not determine to further
increase our allowances for losses on loans or adjust the carrying value of our
real estate owned or other assets. Increases in our provisions for losses on
loans would adversely affect our results of operations.
International Operations. We conduct business in the United States, and
we have established two software development and servicing operations centers in
India. Through a joint venture, we have begun operations in Japan and Taiwan and
are exploring additional international opportunities. Our foreign operations are
subject to risks beyond those associated with our United States operations,
including the following:
o unexpected changes in local regulatory requirements,
o unfavorable changes in trade protection laws,
o difficulties in managing and staffing international operations,
o potentially adverse tax consequences,
o adaptability problems,
o enhanced accounting and control expenses,
o the burden of complying with foreign laws,
o adverse social, political, labor or economic conditions,
o changes in foreign currency exchange rates, and
o our limited international experience.
Although we implement hedging strategies to limit the effects of
currency exchange rate fluctuations on our results of operations, there is no
assurance that our strategies will achieve their intended purpose. Further, we
may be unable to effectively manage the risks listed above in order to realize
the benefits of international operations.
Retained Risk of Loans Sold. Historically, we purchased and originated
loans that were subsequently pooled and securitized. While we no longer
purchase, originate or securitize loans, we retain some degree of risk on
substantially all loans sold. If it is later discovered that we breached a
representation or warranty made at the time the loans were sold, we may be
required to repurchase loans at a price equal to the then outstanding principal
balance of the loan and any accrued and unpaid interest thereon. Additionally,
we may be required to advance funds to the securitization trusts or to indemnify
the trustee or the underwriters of a securitization under specific
circumstances.
Importance of the Chief Executive Officer. William C. Erbey, our
Chairman and Chief Executive Officer, has had and will continue to have a
significant role in the development and management of our business. The loss of
his services could have an adverse effect on us. We do not have an employment
agreement with Mr. Erbey, and we currently do not maintain key man life
insurance relating to Mr. Erbey or any of our other officers.
Control by Shareholders. As of March 14, 2003, our directors and
executive officers and their affiliates collectively owned or controlled 42.03%
of our outstanding common stock. This includes 28.30% owned or controlled by our
Chairman and Chief Executive Officer, William C. Erbey, and 13.39% owned or
controlled by our director and former Chairman, Barry N. Wish. As a result,
these shareholders could influence or control virtually all matters requiring
shareholder approval, including amendment of our Articles of Incorporation, the
approval of mergers or similar transactions and the election of all directors.
Dependence on Proprietary Information. Our success is in part dependent
upon our proprietary information and technology. We rely on a combination of
copyright, trade secret and contract protection to establish and protect our
proprietary rights in our products and technology. We generally enter into
confidentiality agreements with our management and technical staff and limit
access to and distribution of our proprietary information. We cannot be sure
that we have taken adequate steps to deter misappropriation of our proprietary
rights or information. Independent third parties may develop products and
technology substantially similar to ours. Although we believe that our products
and technology do not infringe any proprietary rights of others, we could be
subject to claims of infringement in the future.
17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
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Risks Related to Mortgage Servicing Rights. The primary risk associated
with mortgage servicing rights is that they will lose a portion of their value
as a result of higher than anticipated prepayments occasioned by declining
interest rates or because of higher than anticipated delinquency rates
occasioned by deteriorating credit conditions. Both our initial and ongoing
valuations and the rate of amortization of mortgage servicing rights are
significantly affected by interest rates, prepayment speeds and the payment
performance of the underlying loans. In general, the value of mortgage servicing
assets is affected by increased mortgage refinance activity which is influenced
by changes in borrowers' credit ratings, shifts in value in the housing market
and interest rates. While such assets tend to decrease in value as interest
rates decrease, they tend to increase in value as interest rates increase.
Adverse changes in general economic conditions could have an adverse effect on
the value of our servicing rights and could impair our ability to successfully
resolve loans. As of December 31, 2002, we held $171,611 of mortgage servicing
rights.
We acquire servicing rights principally from mortgage origination
companies and investment banks. Servicing rights are typically acquired based
upon a competitive bidding process. A number of our competitors have access to
greater capital resources, which may provide them with a competitive advantage
if they seek to increase their market share. Although the market for the
acquisition of servicing rights to subprime mortgage loans has grown in recent
years, we may be unable to acquire the desired amount and type of servicing
rights in future periods. In addition, the volume of servicing rights acquired
by us may vary over time resulting in significant inter-period variations in our
results of operations.
In determining the purchase price for servicing rights, management
makes assumptions regarding the following, among other things:
o the rates of prepayment and repayment within the pools,
o projected rates of delinquencies and defaults,
o our cost to service the loans,
o amounts of future servicing advances,
o ancillary fee income,
o our ability to service and resolve loans successfully, and
o future interest rates.
If these assumptions are inaccurate or the bases for the assumptions
change, the price we pay for servicing rights may be too high. This could result
in reduced revenue or a loss to us. Therefore, our success is highly dependent
upon accuracy in our pricing of servicing rights, as well as general economic
conditions in the geographic areas in which we service loans.
Risks Related to Financing. Our financing strategy includes the use of
leverage. Accordingly, our ability to remain in business and finance our
operations rests in part on our ability to borrow money. Our ability to borrow
money depends on a variety of factors, including:
o Our ability to meet our current debt service obligations on our
existing debt,
o Our corporate credit rating as evaluated from time to time by
rating agencies and the occasion of any changes to their published
ratings,
o Our financial performance and the perception that existing and
potential lenders have of our financial strength,
o Our ability to compete with other banks for deposits,
o Limitations imposed on us by regulatory agencies and/or existing
lending agreements that limit our ability to raise additional
debt, and
o General economic conditions and the impact they have on the
availability of credit.
An event of default, a negative ratings action by a rating agency, the
perception of financial weakness resulting from continuing operating losses, a
material increase in the cost of competing for deposits, an action by a
regulatory authority or a restriction imposed on us as a function of a debt
covenant that serves to limit our ability to borrow money, or a general
deterioration in the economy that constricts the availability of credit may
increase our cost of funds and make it difficult for us to renew existing credit
facilities and obtain new lines of credit.
Risks Associated with Technology. The software industry is
characterized by rapid change and uncertainty due to new and emerging
technologies. OTX's ability to grow is dependent upon its ability to develop and
introduce new products and enhance existing products to satisfy consumer demand
for new technologies. Because the pace of change continues to accelerate and new
opportunities for
18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
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competitors arise, OTX's business planning is subject to substantial
uncertainty. If we do not successfully identify new product opportunities and
develop and bring new products to market in a timely and efficient manner, our
OTX business will suffer. New platforms and products may gain popularity with
customers, vendors and loan originators, reducing or eliminating the potential
for OTX's future revenue.
There is fierce competition in the software industry; however, our OTX
products compete in a limited market. While we believe REALServicing, REALTrans
and REALSynergy each present greater functionality and a better value than
competing products in the market, our products may not realize any competitive
advantage. Competitors may arrive at a technology that creates a new market
altogether and renders our product offerings obsolete. We may not be successful
in introducing the products to the market on a commercial basis or in
translating the products' business, marketing and pricing models into revenue
sufficient to produce net income.
The software industry is inherently complex. New products and product
enhancements can require long development and testing periods. While we believe
OTX's products are attractive to the mortgage and real estate industries, the
computer software industry is subject to rapid technological change, changing
customer requirements, frequent new product introductions and evolving industry
standards that may render existing products and services obsolete. OTX may
experience future difficulties that could delay or prevent the successful
development, introduction or marketing of its products. Further, our products
and product enhancements may not meet the requirements of the marketplace and
achieve market acceptance. If OTX is unable to develop and introduce products of
acceptable quality in a timely manner in response to changing market conditions
or customer requirements, our business could be adversely affected.
Critical Accounting Policies. Our strategies to exit non-core
businesses and grow core businesses are affected by risks in the marketplace.
Further, our ability to measure and report our operating results and financial
position is heavily influenced by the need to estimate the impact or outcome of
these risks or other future events. Our critical accounting policies are those
that relate to the estimation and measurement of these risks; an understanding
of these policies is fundamental to understanding Management's Discussion and
Analysis of Results of Operations and Financial Condition. Our significant
accounting policies are discussed in detail in Note 1 of our Consolidated
Financial Statements (which are incorporated herein by reference). The following
is a summary of our more subjective and complex accounting policies, as they
relate to our overall business strategy.
Our exit from our capital intensive discount loan, real estate and
affordable housing businesses is largely focused on the orderly disposition or
resolution of the assets associated with these lines of business. The critical
accounting policies that affect the measurement of these businesses are those
that determine the valuation of real estate and affordable housing assets as
well as the determination of the allowance for loan losses.
Real estate-related assets include real estate owned, investments in
real estate and investments in affordable housing properties. These assets are
carried at different bases by asset class and at different amounts within each
asset class. In addition, all of these assets are subject to ongoing impairment
tests using various impairment methodologies that differ by asset class. In
general, none of the assets have readily determinable fair values based on
quoted market prices. In certain cases, we utilize appraisals or other market
value estimates, in conjunction with estimates of completion costs or costs of
disposition, to determine asset values. In other cases, we value these assets
based on analyses of future cash flows. These cash flow analyses involve
assumptions such as discount rates, anticipated rents received, etc. that are
highly subject to management judgment and estimation. Our task of estimation is
even more challenging given the current risks in the economic environment, which
can result in material and sometimes rapid changes in valuation estimates.
Individual assumptions between and within asset classes can vary significantly,
with variances in assumptions resulting in substantially different asset values.
The allowance for loan losses is established and maintained at levels
we deem adequate to cover losses resulting from the inability of borrowers to
make contractually required loan payments. Estimates for loan losses are
developed by analyzing historical loan losses, current trends in delinquencies
and charge offs, plans for problem loan administration and resolution, the views
of our regulators, changes in the size and composition of the loan portfolio,
and peer group information. Where there is a question as to the impairment of
specific loans, we obtain valuations of the property or other collateral
securing the loan, and, if applicable, the borrower's current financial
information. We also include in our estimates of inherent probable loan losses
the impact of economic events, the outcome of which are uncertain. These events
may include, but are not limited to, deterioration in general economic
conditions, increases or decreases in overall lending rates, political
conditions, legislation that directly and indirectly affects the banking
industry, and regional economic conditions affecting specific geographical areas
in which we conduct business.
Our most significant area of growth during the past year has been our
residential loan servicing business, with increased transaction volumes during
the past two years. Inherent in our growth of this business has been an increase
in purchased mortgage servicing rights, an intangible asset representing the
present value of the right to service loans in a portfolio. Therefore, the most
critical
19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
accounting policy for this business line is the methodology we use to determine
the value of mortgage servicing rights. Application of this methodology requires
the development of a number of estimates, including anticipated amortization and
periodic revaluation. Both our initial and ongoing valuations and the rate of
amortization of mortgage servicing rights are significantly affected by interest
rates, prepayment speeds and the payment performance of the underlying loans. In
general, during periods of declining interest rates, the value of mortgage
servicing assets declines due to increasing prepayments attributable to
increased mortgage refinance activity. We amortize mortgage servicing rights
over the period of estimated net servicing income based on our projections of
the amount and timing of future cash flows. The amount and timing of servicing
asset amortization is adjusted periodically based on actual results and updated
projections.
Our other significant core business line is OTX, our technology
solutions business. At December 31, 2001 we had goodwill and intellectual
property recorded as a result of the acquisitions of three predecessor
technology companies, as well as capitalized software development costs for the
period of early development, which ended in 1999. These assets are subject to
periodic impairment tests, under which the determination of realization is
dependent upon projected future income. The realizability of these assets is
based primarily on product-by-product projections of future income, which
involve a comparison of the projected undiscounted cash flows of the underlying
software products to the carrying amounts of the assets. Effective January 1,
2002 we adopted Statement of Financial Accounting Standards ("SFAS") No. 142,
Goodwill and Other Intangibles. SFAS 142 prescribed a new methodology for
performing the impairment analyses for goodwill and other intangibles, which is
an approach based on fair value of the assets rather than undiscounted cash
flows as used prior to adoption. The determination of market discount rates that
are used in such an analysis is also subjective and may vary by product based on
the type of product, stage of development and sales to date. As a result of our
analysis of goodwill and tangible assets using the methodology prescribed by
SFAS No. 142, we recorded impairment charges of $3,333 concurrent with our
adoption of SFAS No. 142. This impairment was reported as part of the effect of
a change in accounting principle, net of a tax benefit of $1,166. In addition,
we conducted further impairment tests of goodwill at the end of 2002, which
resulted in our recording additional impairment of $2,231.
Another accounting policy that requires the use of estimates and the
application of judgment is the determination of our overall tax provision and
evaluating the realizability of the gross deferred tax assets in the near term.
During 2001 we recorded an $83,000 provision to increase the valuation allowance
on our prior years' deferred tax assets. During 2002, we provided an additional
valuation allowance equal to the amount of any deferred tax assets recorded
during the year. As of December 31, 2002, our remaining net deferred tax asset
amounted to $8,387. The evaluation of the need for a valuation allowance takes
into consideration our recent earnings history, current tax position and
estimates of taxable income in the near term. The tax character (ordinary versus
capital) and the carryforward periods of certain tax attributes (e.g., capital
losses and tax credits) must also be considered. Significant judgment is
required in considering the relative impact of negative and positive evidence
related to realizability of the deferred tax assets. The determination of the
amount of the aggregate valuation allowance is based on scenario analyses of the
projected results of operations by line of business resulting in a range of
potential valuation allowances, within which a final amount is determined.
Banking Operations
Ocwen Federal Bank FSB ("the Bank"), a wholly owned subsidiary, is a
federally chartered savings bank. As such, it is subject to regulation,
examination and supervision by the Office of Thrift Supervision ("OTS") and the
Federal Deposit Insurance Corporation ("FDIC").
We operate one bank branch in Fort Lee, New Jersey. This location,
which provides most of our retail banking services, is primarily focused on the
issuance of retail certificates of deposit that serve as a supplementary source
of financing for us. We do not conduct loan origination activities in the Fort
Lee branch. In prior years, we had also issued brokered certificates of deposit
from our offices in West Palm Beach, Florida. However, we ceased the issuance of
brokered deposits in the summer of 2000 and have since paid off our maturing
brokered deposits as they have come due.
We currently operate several of our core businesses primarily in the
Bank: Residential Loan Servicing, ORA and portions of Unsecured Collections. In
addition, our non-core Affordable Housing business operates in the Bank, as does
a portion of our non-core Commercial Finance business. Despite the reduction in
our reliance on brokered certificates of deposit as a funding source, the retail
deposits issued by our banking operation continue to provide an important source
of financing for these business activities. See "Liquidity, Commitments and
Off-Balance Sheet Risks" for additional discussion of brokered and non-brokered
deposits as a source of funding.
We have an active ongoing dialogue with the OTS regarding our various
businesses and business plans, and we continue to be subject to a number of
restrictions with respect to our future operations. Following the completion of
the annual safety and soundness examination of the OTS in 2000, we submitted a
written business plan and budget to the OTS regarding our plans for the
business, primarily that of the Bank, over the next several years. The primary
focus of that plan was the reduction in our non-core business activities and the
reduction of our deposit liabilities and long-term debt obligations as we
focused on the growth of our fee-based business activities.
20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The initial plan was approved by the OTS in February 2001. Since that
time, we submitted a revised plan to the OTS in April of 2002. Based on
discussions with the OTS regarding the revised plan, we have committed to
maintain our investment in mortgage servicing rights at approximately 60% of
core capital (before any deduction thereto for servicing rights) at the Bank and
50% of stockholders' equity on a consolidated basis. We regularly review actual
results as compared to our plan with the OTS on a less formal basis. At this
time, we remain substantially in compliance with the plan as modified over time.
Although the plan is consistent with our current operating strategies,
future compliance is subject to the uncertainties and risks associated with our
business.
Workforce and Operational Capacity
As of December 31, 2002, we had a total of 1,871 employees, of which
1,028 were in our United States facilities and 843 were in our India operations
centers. We have developed our India operations centers over the past two years
in order to benefit from the cost savings opportunities and quality workforce
available in that country.
In the United States, our operations are concentrated in our
headquarters in West Palm Beach, which had 474 employees as of December 31,
2002, and our operations center in Orlando, which had 534 staff members as of
December 31, 2002. Our Orlando facility has the capacity to house 950 employees
on a single shift. In addition, we had 20 employees at various other locations
in the United States. At this time, we estimate that we will experience a modest
reduction of our staff in the United States during 2003.
In India, our operations are located in the cities of Bangalore and
Mumbai. Of the 843 members of the staff in India as of December 31, 2002, 566
were in Bangalore and 277 were in Mumbai. Our India workforce can be summarized
by business as follows:
o 72% are engaged in activities for our Residential Loan Servicing
business,
o 9% support OTX and Technology Services,
o 13% work in various other business units, and
o 6% represent various support functions, including Human Resources and
Corporate Services, Accounting and Risk Management.
We project additional growth in our India staff during 2003. The extent
of this growth is dependent upon the growth of several of our new business
initiatives, primarily Global Outsourcing. Global Outsourcing is a developing
new business focused on providing business process outsourcing services to third
parties.
Results of Operations
General. We recorded a net loss of $(68,775) for 2002, as compared to a
net loss of ($124,782) for 2001 and net income of $2,192 for 2000. Our loss per
share was $(1.02) for 2002, as compared with $(1.86) for 2001 and earnings per
share of $0.03 for 2000. As discussed in "Overview of Risks and Related Critical
Accounting Policies", during 2002 we continued our transition in business
strategy from non-core businesses to core businesses.
Among the significant factors contributing to the decrease in our net
loss between 2002 and 2001 was a decrease in income tax expense from $83,000 to
$2,983. This decline in expense occurred because we determined during 2002 that
we did not need to provide for an increase in the valuation allowance on prior
years' deferred tax assets. In 2001, however, we recorded an $83,000 increase in
the valuation allowance for this purpose. The $83,000 recorded in 2001 for this
purpose compares to $17,500 recorded in 2000 and is a principal factor in the
decrease in net income (loss) between these years. Increases in servicing and
other fees, decreases in net interest income (expense), declines in gain (loss)
on other interest-bearing assets and lower net operating gains (losses) our
investments in real estate are all consequences of our change in business
strategy. These changes in our operating results for the past three years
reflect significant transaction volume growth in our residential loan servicing
businesses, continued investment in the development of our technology products,
cessation of loan origination and acquisition activities, continuing sales of
those assets not associated with our core business segments, our acquisition of
OAC in 1999 and our final exit from our UK operations in 2000. We discuss these
changes in greater detail in our review of segment profitability, which follows.
21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Segment Profitability. In general, we have ceased conducting any new
business activities related to our non-core businesses, although we are actively
engaged in the sale or other resolution of the remaining non-core assets. These
assets are comprised of loans, real estate owned (REO), investments in real
estate, securities held in our residual and subordinate trading portfolio and
affordable housing properties. As of December 31, 2002, we held $250,230 of
non-core assets, compared to $593,199 and $1,178,944 of non-core assets at
December 31, 2001 and 2000, respectively. The combined pre-tax results of our
core business segments improved significantly in both 2002 and 2001. Pre-tax
operating results of our non-core segments have declined on a combined basis
during the past two years largely because of impairment charges and increased
reserve levels on commercial and affordable housing assets. Losses in our
Corporate Items segment have increased in the past two years largely due to
nonrecurring gains in earlier periods, decreases in interest income on corporate
assets and increased corporate expenses in 2002.
The following tables present the pre-tax income (loss) and total assets
for each of our reportable segments at and for the dates indicated:
Pre-Tax Income (Loss)
For the Years Ended December 31,
--------------------------------------
2002 2001 2000
---------- ---------- ----------
Core businesses
Residential Loan Servicing....... $ 31,974 $ 34,591 $ 19,188
OTX.............................. (24,144) (36,392) (33,951)
Ocwen Realty Advisors............ 2,597 944 (86)
Unsecured Collections............ 4,006 (5,020) (14,398)
---------- ---------- ----------
14,433 (5,877) (29,247)
---------- ---------- ----------
Non-core businesses
Residential Discount Loans....... 763 (4,002) 21,140
Commercial Finance............... (51,947) (21,014) 17,178
Affordable Housing............... (31,521) (29,917) (23,664)
Subprime Finance................. 14,536 13,155 (24,519)
---------- ---------- ----------
(68,169) (41,778) (9,865)
---------- ---------- ----------
Corporate Items and Other............ (28,321) 5,873 60,251
---------- ---------- ----------
$ (82,057) $ (41,782) $ 21,139
========== ========== ==========
Total Assets
December 31,
-----------------------
2002 2001
---------- ----------
Core businesses
Residential Loan Servicing..................... $ 579,114 $492,561
OTX............................................ 6,172 13,231
Ocwen Realty Advisors.......................... 532 1,351
Unsecured Collections.......................... 296 --
---------- ----------
586,114 507,143
Non-Core Businesses
Residential Discount Loans..................... 44,833 117,051
Commercial Finance............................. 196,269 364,013
Affordable Housing............................. 62,093 132,724
Subprime Finance............................... 41,949 82,325
---------- ----------
345,144 696,113
Corporate Items and Other.......................... 290,984 570,894
---------- ----------
$1,222,242 $1,711,150
========== ==========
22
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table summarizes our remaining investment in non-core
assets, which are included in the total asset amounts presented above:
Non-Core Assets
December 31,
-----------------------
2002 2001
--------- --------
Non-Core Businesses
Residential Discount Loans...................... $ 4,633 $ 56,329
Commercial Finance.............................. 190,602 356,736
Affordable Housing (1).......................... 21,548 119,284
Subprime Finance................................ 33,447 60,850
--------- --------
$ 250,230 $593,199
========= ========
(1) At December 31, 2002 and 2001, properties with a carrying value of
$4,458 and $49,893, respectively, are subject to sales contracts that
have not yet met the accounting criteria for sales treatment.
The following is a discussion of the pre-tax income (loss) for each of
our reportable business segments.
Residential Loan Servicing. Through this core business we provide loan
servicing, including asset management and resolution services, to third party
owners of subprime residential mortgage and "high loan to value" loans for a
fee. We acquire the rights to service loans and obtain such rights by purchasing
them outright or by entering into sub-servicing contracts. Results for the past
three years reflect significant growth in the volume of mortgage loans serviced
as shown in the table below.
2002 2001 2000
----------- ----------- ----------
No. of loans at December 31................................................ 336,033 301,344 164,451
Unpaid principal balance at December 31.................................... $30,733,677 $21,943,417 $10,494,684
Average unpaid principal balance........................................... $26,533,826 $15,727,659 $ 9,835,132
For the Years Ended December 31,
--------------------------------------
Selected information 2002 2001 2000
----------- ----------- ----------
Net interest expense....................................................... $ 18,304 $ 16,529 $ 5,756
Servicing and other fees................................................... 118,250 117,583 82,020
Non-interest expense....................................................... 69,746 68,383 59,215
o The trend of increasing net interest expense reflects increases in the
average balance of advances and servicing rights, which do not earn
interest. See ""Results of Operations - Net interest Income" for
additional information regarding average balances.
o In spite of the volume growth, pre-tax income declined in 2002 as
compared to 2001 largely because of lower earnings on custodial account
or float balances as a result of falling short-term interest rates.
Earnings on float balances would have been approximately $8,900 higher
in 2002 as compared to 2001 had the average annual rate earned remained
equal to that of 2001.
o Non-interest expense increased by only $1,363 or 2% in 2002 as compared
to 2001 despite the fact that the number of assets we serviced
increased. This in large part reflects reduced labor costs resulting
from our expanding India operations. At December 31, 2002 we had
approximately 621 active servicing staff in India as compared to 187 at
December 31, 2001. Staffing levels in the United States for this
segment declined by 487 during 2002. Non-interest expense for 2002
included a provision of $1,000 recorded during the first quarter
related to the settlement of a class action litigation claim.
23
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
OTX. Through this core segment we provide technology solutions for the
mortgage and real estate industries. OTX products include a residential loan
servicing system (REALServicing), a commercial loan servicing system
(REALSynergy) and an internet-based mortgage loan processing application and
vendor management system (REALTrans). The losses incurred by this segment, which
began its operations in 1998, are a result of our continuing investment in the
development and marketing of these technology products. The decline in the loss
incurred for 2002 as compared to 2001 is largely the result of ongoing cost
reduction efforts, including expanded use of our India resources.
For the Years Ended December 31,
--------------------------------------
Selected information 2002 2001 2000
---------- ---------- ----------
Non-interest income........................................................ $ 6,522 $ 2,149 $ 2,424
Non-interest expense....................................................... 30,667 38,542 35,655
o The $4,373 or 203% increase in non-interest income is primarily the
result of intercompany revenue for REALServicing totaling $3,490. Also
contributing to the increase in 2002 was a $1,177 increase in
transaction fees resulting from an increase in REALTrans transaction
volumes.
o The $7,875 or 20% decline in non-interest expenses in 2002 as compared
to 2001 primarily reflects a $7,632 decline in compensation and
employee benefit costs. Non-interest expense for 2002 and 2001 also
included payments of $1,068 and $3,185, respectively, related to the
acquisition of a subsidiary in 1997. The payments in 2002 are the final
payments related to this acquisition.
With the adoption of SFAS No. 142 effective January 1, 2002, we no longer
amortize goodwill. We are, however, required to test goodwill for impairment at
least annually. As a result of our annual impairment test in 2002, we wrote-off
the remaining $2,231 balance of goodwill associated with our REALServicing
product. While we remain positive about the future sales potential of
REALServicing, given the absence of sales in 2002, we concluded that this
write-off was appropriate under the guidelines of SFAS No. 142.
Ocwen Realty Advisors. Through ORA we provide residential property
valuation services, including for those loans that we service for others.
Results for 2002 reflect an improvement in pre-tax profit of $685 or 73% over
2001.
Selected information For the Years Ended December 31,
--------------------------------------
2002 2001 2000
---------- ---------- ----------
Non-interest income........................................................ $ 14,080 $ 11,913 $ 12,738
Non-interest expense....................................................... 11,483 10,968 12,824
Our increase profitability reflects two key factors:
o An improved gross margin as valuation expenses declined from 71% of
revenues in 2001 to 67% in 2002
o A 21% reduction in other operating costs achieved in part through
expanded use of our India locations.
Unsecured Collections. This core business conducts collection
activities for third party owners of unsecured receivables and for a portfolio
of unsecured credit card receivables that we acquired at a discount in 1999 and
2000. We accounted for our collections of our unsecured credit card receivables
portfolio under the cost recovery method through the end of 2001, when we
reduced the net book value of our unsecured receivables to zero as a result of
collections and additional reserves.
For the Years Ended December 31,
--------------------------------------
Selected information 2002 2001 2000
---------- ---------- ----------
Provision for loan losses.................................................. $ (278) $ 1,176 $ 6,867
Non-interest income........................................................ 10,652 3,058 1,480
Non-interest expense....................................................... 6,925 7,042 8,908
Non interest income includes the following:
o Collections of $4,191 in 2002 on our unsecured receivable portfolio
o Third party fees of $6,461, $2,500 and $1,485 during 2002, 2001 and
2000, respectively.
24
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Residential Discount Loans. Results for this non-core segment reflect
the sale and resolution of loans and real estate owned as part of our ongoing
strategy to exit capital-intensive businesses. This segment consisted of
operations to acquire at a discount and subsequently resolve sub-performing and
non-performing residential mortgage loans. We completed our last acquisition of
residential discount loans in 2000. See "Changes in Financial Condition - Loans,
Net." This business held non-core assets of $4,633 at December 31, 2002
including $1,246 of loans, $1,838 of real estate owned and $1,549 of subordinate
securities.
For the Years Ended December 31,
--------------------------------------
Selected information 2002 2001 2000
---------- ---------- ----------
Net interest income after provisions for loan losses....................... $ 8,367 $ 9,065 $ 25,186
Non-interest income
Gain (loss) on interest earning assets, net.............................. (2,720) (644) 15,725
Gain (loss) on real estate owned, net.................................... 389 (6,623) (11,164)
Non-interest expense....................................................... 5,250 8,333 11,771
o Net interest income after provision for loan losses has declined
consistent with the decline in loans and securities as a result of
sales, repayments and resolutions.
o Gain (loss) on interest earning assets is primarily comprised of gains
(losses) from the sale of loans.
o The number of REO properties held has fallen to 49 at December 31, 2002
as compared to 380 and 1,287 properties at December 31, 2001 and 2000,
respectively. Gain (loss) on REO, net, included provisions for losses
in fair value of $1,648, $9,689 and $17,508 during 2002, 2001 and 2000,
respectively. See "Changes in Financial Condition - Real Estate Owned,
Net".
Commercial Finance. Results for this non-core segment reflect our
continuing exit from our loan and real estate businesses. We have not purchased
any commercial assets since 2000. With the exception of loans made to facilitate
the sale of our own assets, we have also not originated any loans since 2000.
See "Changes in Financial Condition - Loans, Net." Since then, this business has
consisted of the management, repositioning, and resolution of the remaining
non-core assets. At December 31, 2002, the $190,602 of non-core assets remaining
in this business consisted of 18 loan and real estate assets and an unrated
subordinate security with a fair value of $2,577. These 18 assets consisted of
seven loans totaling $69,196, six REO properties totaling $60,153 and five
investments in real estate totaling $58,676. Of the 18 remaining assets, the
five largest amount to $138,799, or 74%, of the total. While we believe that
additional sales will occur during 2003, it is probable that some properties
will not be sold until 2004 or later.
We regularly assess the value of our remaining assets and provide
additional loss reserves or impairment charges as appropriate. During 2002, we
recorded a total of $46,126 of impairment charges and loss provisions as
compared to $19,583 in 2001. Combined reserves on our remaining commercial loans
and REO balances at December 31, 2002 amounted to 24% of the book value of such
assets as compared to 9% at December 31, 2001.
For the Years Ended December 31,
--------------------------------------
Selected information 2002 2001 2000
---------- ---------- ----------
Net interest expenses...................................................... $ 7,627 $ 3,220 $ 8,203
Provision for loan losses.................................................. 12,814 7,223 9,195
Non-interest income
Gain (loss) on interest earning assets, net.............................. (981) (3,487) 1,210
(Loss) on real estate owned, net......................................... (15,831) (2,143) (1,869)
Gain on other non-interest earning assets, net........................... 995 45 22,949
Net operating gains (losses) on investments in real estate............... (8,315) 5,666 27,282
Non-interest expense....................................................... 11,636 13,941 19,503
25
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
o The increase in net interest expense is consistent with the decline in
loans as a result of sales, repayments and resolutions as well as the
growing proportion of assets in this segment that do not earn interest.
o The provision for loan losses also increased in 2002, reflecting the
increase in reserves on remaining assets noted earlier.
o The loss on REO included provisions for losses in fair value of $17,945,
$7,845 and $7,761 during 2002, 2001 and 2000, respectively. Reserves on our
six remaining commercial REO properties at December 31, 2002 amounted to
30% of book value. This compares to reserve levels of 15% of book value at
December 31, 2001.
o Gains on other non-interest earning assets earned in 2002 was primarily
comprised of $838 of gains resulting from the resolution of loans accounted
for as investments in real estate. Gains recorded in 2000 consisted
primarily of $20,806 resulting from the sale of four office buildings we
had acquired in connection with our acquisition of OAC in 1999.
o Because of sales and impairment charges, net operating gains on investments
in real estate have declined. Impairment charges we recorded to reduce our
investments in real estate to net realizable value amounted to $15,317,
$4,515 and $704 during 2002, 2001 and 2000, respectively. See "Changes in
Financial Condition - Investments in Real Estate".
o Non-interest expense in 2002 included a provision of $2,250 recorded during
the fourth quarter to provide for the settlement of a lawsuit on March 3,
2003. See Note 28 to our Consolidated Financial Statements for additional
information regarding this settlement.
Affordable Housing. Historically, we invested in affordable housing
properties primarily through a series of limited partnerships. Except to
complete those projects in which an investment had already been made, we ceased
making investments in properties in 2000 as part of our shift in strategy to
fee-based businesses and because the volume of tax credits being generated was
exceeding our ability to utilize them effectively. Since that time, we began
marketing each of these properties for sale. As a result of sales and increased
reserve levels, our investment in affordable housing properties had been reduced
to $15,319 at December 31, 2002 from $102,069 at December 31, 2001. Of the
remaining balance, $4,458 are subject to sales contracts that have not yet met
the accounting criteria for sales treatment. In addition, this segment has
$6,229 of loans outstanding for limited partnership properties that we do not
consolidate in our financial statements. While we cannot project sales with
certainty, we believe that it is possible that we will sell the remaining
properties before the end of 2003 and that new sources of financing will be
established to repay the remaining loan balances. We regularly assess the
carrying value of our remaining assets and provide additional loss reserves as
appropriate. During 2002, we recorded $24,686 of these charges as compared to
$16,855 in 2001. At December 31, 2002, our combined reserves associated with
affordable housing properties and loans amounted to 48% of the remaining book
value of such assets as compared to 16% at December 31, 2001.
For the Years Ended December 31,
--------------------------------------
Selected earnings information 2002 2001 2000
---------- ---------- ----------
Net interest expense.......................................................... $ 4,449 $ 7,917 $ 9,912
Provision for loan losses..................................................... 3,392 1,207 (248)
Net operating losses on investments in certain affordable housing properties.. 22,360 16,580 9,931
o Net interest expense has declined primarily because internal interest
charges have declined as affordable housing properties have been sold.
This trend was offset in part by an increase in receivables, which also
are not interest-bearing, arising from sales.
o The provision for loan losses increased in 2002 in connection with the
increases to our loss reserves during the year.
o Net operating losses have increased primarily because of charges in the
amount of $17,350, $15,587 and $6,448 we recorded during 2002, 2001 and
2000, respectively, for estimated losses on the sale of the properties.
The reserves associated with our remaining properties amounted to 50%
at December 31, 2002 as compared to 17% at December 31, 2001. The
operating loss for 2002 also included a $3,944 charge to record a
discount arising from the long-term sale of seven properties. We are
accreting this discount to income over the term of the related
receivable balance, which extends through September 2014. See "Changes
in Financial Condition - Affordable Housing Properties."
26
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Subprime Finance. We were engaged in domestic subprime residential loan
origination prior to ceasing originations in August of 1999; however, we have
continued to manage and resolve the remaining non-core assets. At December 31,
2002, the non-core assets remaining in this business consisted primarily of
trading securities with a fair value of $33,213. These securities are presently
generating income and return of principal through cash flows.
For the Years Ended December 31,
--------------------------------------
Selected information 2002 2001 2000
---------- ---------- ----------
Interest income............................................................ $ 14,661 $ 9,143 $ 13,160
Interest expense........................................................... 2,874 6,486 13,338
Non-interest income
Gain (loss) on trading and match funded securities, net.................. 7,287 14,247 (8,483)
Impairment charges on securities available for sale...................... -- -- (10,930)
o The increase in interest income during 2002 as compared to 2001 is
primarily the result of a $4,805 increase in interest payments received
on single family subprime residual securities.
o The decline in interest expense is consistent with the declines in
securities and loan balances.
Corporate Items and Other. Pre-tax results for this segment include
business activities that are individually insignificant, interest income on cash
and cash equivalents, interest expense on corporate assets, gains and losses
from debt repurchases, trading gains or losses associated with our
collateralized mortgage obligation ("CMO") trading portfolio and general
corporate expenses. The table below presents the more significant amounts
included in each of the periods indicated.
For the Years Ended December 31,
--------------------------------------
Selected information 2002 2001 2000
---------- ---------- ----------
Interest income............................................................ $ 4,940 $ 16,094 $ 20,605
Interest expense........................................................... 10,943 16,307 4,555
Distributions on Capital Trust Securities.................................. 6,287 7,131 11,381
Amortization of negative goodwill.......................................... -- 18,333 14,112
Gain (loss) on debt repurchases............................................ (1,461) 3,774 29,704
Corporate income (expense)................................................. (13,644) (7,960) 1,740
Net income (loss) of other business units.................................. (965) (938) (6,955)
Gain on sale of Kensington................................................. -- -- 20,025
o Interest income in 2002 primarily reflects the impact of a declining
short-term interest rate environment.
o Net interest expense in 2002 declined primarily as a result of debt
repurchases and the reduction in brokered deposits.
o Corporate expenses in 2002 primarily included technology and
communication expenses incurred in connection with the capacity
expansion and migration of our corporate data centers.
o The net loss of other business units in 2000 primarily reflect losses
in our UK operations prior to their sale in late 2000.
See Note 27 to our Consolidated Financial Statements for additional
information related to our operating segments.
Net Interest Income: 2002 versus 2001 and 2001 versus 2000. Net
interest income (expense) is the difference between the interest income earned
from our interest-earning assets and interest expense incurred on our
interest-bearing liabilities. Net interest income (expense) is determined by net
interest spread (i.e., the difference between the yield earned on our
interest-earning assets and the rates incurred on our 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 our interest-earning assets and interest-bearing
liabilities.
In addition to interest income reported in this caption, we also earn
interest on the balance of custodial accounts we hold in connection with our
Residential Loan Servicing business. These amounts are reported as servicing
fees and are not included in the following information. As discussed in "Segment
Profitability - "Residential Loan Servicing", our earnings on float balances
were significantly reduced in 2002 as a result of the declining short-term
interest rate environment. In 2002, our average float balance was $484,000 and
earned an average rate of 1.58%, while in 2001 our average balance was $233,000
and earned an average rate of 3.41%.
27
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Our net interest income and net interest margin have been declining
since 1999. This trend reflects a decline in the ratio of interest-earning
assets to interest-bearing liabilities, which has fallen from 98% in 1999 to 58%
in 2002. Both our acquisition of OAC in 1999 and our change in strategic
direction from capital-intensive businesses to fee-based sources of income have
contributed to an increase in the relative amount of non-interest-earning assets
(such as real estate, advances on loans serviced for others and mortgage
servicing rights) that are funded by interest-bearing liabilities. While we have
disposed of many of our real estate assets acquired from OAC, we expect this
trend to continue as we pursue our strategic transition and dispose of our
remaining non-core assets, a portion of which are interest-bearing. The fact
that a significant portion of our interest-bearing liabilities, namely notes,
debentures and certificates of deposit, have high rates of fixed interest
expense has also contributed to the declining trend of our interest income, as
well as the declining trend of our net interest spread. In an effort to reduce
interest expense we have repurchased a total of $236,875 of fixed-rate debt
during the past three years, including $73,545 we redeemed in November 2002. See
"Gain (Loss) on Repurchase of Debt" and "Changes in Financial Condition - Notes,
Debentures and Other Interest-Bearing Obligations".
The following table sets forth, for the years indicated, information
regarding the total amount of income from our interest-earning assets and the
resultant average yields, the interest expense associated with our
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 years:
28
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Years Ended December 31,
-------------------------------------------------------------------------------------------
2002 2001 2000
----------------------------- ----------------------------- -----------------------------
Interest Average Interest Average Interest Average
Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate Balance Expense Rate
---------- -------- ------- ---------- -------- ------- ---------- -------- -------
Average Assets
Interest earning cash and other... $ 13,693 $ 284 2.07% $ 10,159 $ 743 7.31% $ 27,664 $ 1,501 5.43%
Federal funds sold and repurchase
agreements..................... 152,588 2,629 1.72 200,329 7,328 3.66 128,079 8,700 6.79
Trading securities:
CMOs (AAA-rated)............... 88,543 2,057 2.32 126,284 7,464 5.91 83,633 5,568 6.66
Subordinates and residuals..... 44,272 14,523 32.80 97,051 11,401 11.75 24,167 2,631 10.89
Securities available for sale:
CMOs (AAA-rated)............... -- -- -- -- -- -- 427,427 27,693 6.48
Subordinates and residuals..... -- -- -- -- -- -- 114,492 14,815 12.94
Loans, net (1).................... 146,671 11,279 7.69 433,830 46,090 10.62 974,195 112,886 11.59
Match funded loans and securities. 66,233 6,463 9.76 103,320 10,345 10.01 143,452 11,022 7.68
---------- -------- ---------- -------- ---------- --------
Total interest earning assets.. 512,000 37,235 7.27 970,973 83,371 8.59 1,923,109 184,816 9.61
-------- -------- --------
Non interest-earning cash......... 65,813 68,139 44,726
Affordable housing properties..... 57,692 123,747 147,110
Real estate owned, net............ 88,913 128,371 176,828
Investment in real estate and
real estate held for sale...... 82,882 136,339 319,179
Advances on loans and loans
serviced for others............ 267,572 303,382 191,642
Mortgage servicing rights......... 137,323 76,145 18,338
Match funded advances on loans
serviced for others............ 101,863 274 --
Other assets...................... 121,073 176,214 287,435
---------- ---------- ----------
Total assets................... $1,435,131 $1,983,584 $3,108,367
========== ========== ==========
Average Liabilities and
Stockholders' Equity
Interest-bearing demand deposits.. $ 14,749 245 1.66% $ 10,377 398 3.84% $ 12,169 532 4.37%
Savings deposits.................. 1,605 17 1.06 1,388 28 2.02 1,527 37 2.42
Certificates of deposit........... 473,793 27,193 5.74 920,668 59,541 6.47 1,520,493 97,655 6.42
---------- -------- ---------- -------- ---------- --------
Total interest-bearing deposits 490,147 27,455 5.60 932,433 59,967 6.43 1,534,189 98,224 6.40
Securities sold under agreements
to repurchase.................. 12,774 236 1.85 19,500 529 2.71 167,337 10,729 6.41
Bonds-match funded agreements..... 147,139 6,573 4.47 86,171 7,315 8.49 123,856 11,484 9.27
Obligations outstanding under
lines of credit................ 88,282 3,787 4.29 82,605 5,511 6.67 152,424 13,881 9.11
Notes, debentures and other....... 149,931 17,711 11.81 169,812 20,007 11.78 284,193 34,772 12.24
---------- -------- ---------- -------- ---------- --------
Total interest-bearing
liabilities.................. 888,273 55,762 6.28 1,290,521 93,329 7.23 2,261,999 169,090 7.48
-------- -------- --------
Non interest-bearing deposits..... 6,187 12,900 9,367
Escrow deposits................... 90,612 73,326 114,254
Excess of net assets acquired
over purchase price............ 1,478 28,866 51,486
Other liabilities................. 43,107 64,243 72,198
---------- ---------- ----------
Total liabilities.............. 1,029,657 1,469,856 2,509,304
Capital securities................ 57,812 64,976 103,709
Minority interest................. 570 -- --
Stockholders' equity.............. 347,092 448,752 495,354
---------- ---------- ----------
Total liabilities and
stockholders' equity......... $1,435,131 $1,983,584 $3,108,367
========== ========== ==========
Net interest income (expense)..... $(18,527) $ (9,958) $ 15,726
======== ======== ========
Net interest spread............... 0.99% 1.36% 2.13%
Net interest margin............... (3.62)% (1.03)% 0.82%
Ratio of interest-earning assets
to interest-bearing
liabilities.................... 58% 75% 85%
(1) The average balances include non-performing loans, interest on which we
recognize on a cash basis.
29
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 our interest-earning assets and interest-bearing
liabilities have affected our interest income and expense during the periods
indicated. For each category of our interest-earning assets and interest-bearing
liabilities, we have provided information 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. We have allocated changes attributable to both volume and rate
proportionately to the change due to volume and the change due to rate.
Years Ended December 31,
--------------------------------------------------------------------------------
2002 vs. 2001 2001 vs. 2000
------------------------------------- --------------------------------------
Favorable (unfavorable) variance Favorable (unfavorable) variance
------------------------------------- --------------------------------------
Rate Volume Total Rate Volume Total
--------- --------- --------- --------- --------- ----------
Interest-Earning Assets
Interest-bearing cash and other.......... $ (657) $ 198 $ (459) $ 405 $ (1,163) $ (758)
Federal funds sold and repurchase
agreements............................ (3,240) (1,459) (4,699) (5,034) 3,662 (1,372)
Trading securities:
CMOs (AAA-rated)...................... (3,623) (1,784) (5,407) (533) 2,429 1,896
Subordinates and residuals............ 11,909 (8,787) 3,122 (299) 9,069 8,770
Securities available for sale:
CMOs (AAA-rated)...................... -- -- -- (2,234) (25,459) (27,693)
Subordinates and residuals............ -- -- -- (1,250) (13,565) (14,815)
Loans, net............................... (10,248) (24,563) (34,811) (8,709) (58,087) (66,796)
Match funded loans and securities........ (257) (3,625) (3,882) 2,855 (3,532) (677)
--------- --------- --------- --------- --------- ----------
Total interest-earning assets......... (6,116) (40,020) (46,136) (14,799) (86,646) (101,445)
--------- --------- --------- --------- --------- ---------
Interest-Bearing Liabilities
Interest-bearing demand deposits......... 280 (127) 153 61 73 134
Savings deposits......................... 15 (4) 11 6 3 9
Certificates of deposit.................. 6,088 26,260 32,348 (673) 38,787 38,114
--------- --------- --------- --------- --------- ---------
Total interest-bearing deposits....... 6,383 26,129 32,512 (606) 38,863 38,257
Securities sold under agreements to
repurchase............................ 141 152 293 4,029 6,171 10,200
Bonds-match funded agreements............ 4,449 (3,707) 742 906 3,263 4,169
Obligations outstanding under lines of
credit................................ 2,081 (357) 1,724 3,085 5,285 8,370
Notes, debentures and other interest-
bearing obligations................... (52) 2,348 2,296 1,245 13,520 14,765
--------- --------- --------- --------- --------- ---------
Total interest-bearing liabilities.. 13,002 24,565 37,567 8,659 67,102 75,761
--------- --------- --------- --------- --------- ---------
Favorable (unfavorable) variance......... $ 6,886 $ (15,455) $ (8,569) $ (6,140) $ (19,544) $ (25,684)
========= ========= ========= ========= ========= =========
2002 versus 2001. We incurred net interest expense before provision for
loan losses of $(18,527) for the year ended December 31, 2002 as compared to net
interest expense of $(9,958) for the year ended December 31, 2001, an
unfavorable variance of $8,569 or 86%. This variance was due to a decrease in
the average balance of our interest-earning assets and a decrease in the net
interest spread and margin, offset by a decrease in the average balance of our
interest-bearing liabilities. The average balance of our interest-earning assets
decreased by $458,973 or 47% during 2002 and reduced interest income by
$(40,020). The average balance of our interest-bearing liabilities decreased by
$402,248 or 31% during 2002 and decreased interest expense by $24,565. The net
impact of these volume changes resulted in a $(15,455) unfavorable variance. The
net interest spread decreased 37 basis points as a result of a 132 basis-point
decrease in the weighted average yield on our interest-earning assets, offset by
a 95 basis-point decrease in the weighted average rate on our interest-bearing
liabilities. The net impact of these rate changes resulted in a $6,886 favorable
variance.
30
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
As previously discussed in this section, the decline in the net
interest margin is largely due to the decline in the ratio of interest -earning
assets to interest-bearing liabilities. This trend is likely to persist as we
continue our transition to fee-based businesses and dispose of interest-bearing
non-core assets. Certain assets associated with our fee-based businesses, such
as mortgage servicing rights and servicing advances, do not earn interest but
are financed by interest-bearing debt.
The following table presents the change in average balances and yields
for 2002 as compared to 2001 for each of our interest-earning asset categories:
Average Balance Increase Average Yield Increase
--------------------------- (Decrease) --------------------- (Decrease)
For the Years Ended December 31, 2002 2001 $ 2002 2001 Basis Points
- -------------------------------- ----------- ----------- ----------- -------- -------- ------------
Interest earning cash and other........ $ 13,693 $ 10,159 $ 3,534 2.07% 7.31% (524)
Federal funds sold and repurchase
agreements........................... 152,588 200,329 (47,741) 1.72 3.66 (194)
Trading securities
CMOs (AAA-rated) and U.S. Treasury...
notes.................................. 88,543 126,284 (37,741) 2.32 5.91 (359)
Subordinates and residuals........... 44,272 97,051 (52,779) 32.80 11.75 2,105
Loans.................................. 146,671 433,830 (287,159) 7.69 10.62 (293)
Match funded loans and securities...... 66,233 103,320 (37,087) 9.76 10.01 (25)
----------- ----------- -----------
$ 512,000 $ 970,973 $ (458,973) 7.27% 8.59% (132)
=========== =========== ===========
Interest income we earned on our loans decreased by $34,811 or 76%
during 2002 as compared to 2001 as a result of a $287,159 or 66% decline in the
average balance of our investment and a 293 basis-point decrease in the average
yield. Sales, foreclosures, resolutions and the absence of acquisitions and
originations have resulted in the declines in the average balance of loans
during 2002. The yield on our loans is likely to fluctuate from period to period
as a result of the timing of resolutions and the mix of the overall portfolio
between performing and non-performing loans. Gains on the resolution of loans,
which we report as interest income, declined to $3,347 in 2002 as compared to
$10,652 in 2001. This decline primarily relates to single family loans, the
balance of which declined significantly during 2001 and 2002 as a result of
sales and resolutions. See "Changes in Financial Condition - Loans, Net."
Interest income we earned from our trading securities on a combined
basis declined from $18,865 in 2001 to $16,580 in 2002, a $2,285 or 12% decline.
The decline in interest income is primarily due to a $37,741 or 30% decline in
our average investment in CMOs and a $52,779 or 54% decline in our average
investment in subordinates and residuals. The decline in the average balance of
our CMOs during 2002 as compared to 2001 reflects a reduced need to hold these
securities to meet the Qualified Thrift Lender requirements. The decline in the
average balance of our subordinate and residuals during 2002 was primarily due
to sales of subprime residuals and amortization. These declines were
significantly offset by a 2,105 basis point increase in the yield on
subordinates and residuals. This increase in yield was a result of sales of
certain low-yielding unrated subprime residuals and an increase in interest
payments received on our remaining subprime residual securities. 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 decline in the average yield on CMOs during 2002 is primarily the
result of declining interest rates and increased prepayments of the underlying
mortgages which back the bonds.
Interest income we earned on match funded loans and securities
decreased $3,882 or 38% in 2002 as compared to 2001. This decrease is primarily
due to a $37,087 or 36% decline in the average balances primarily as a result of
principal repayments received on both the loans and securities. See "Changes in
Financial Condition - Match Funded Assets".
31
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table presents the change in average balances and rates
for 2002 as compared to 2001 for each of our interest-bearing liability
categories:
Average Balance Increase Average Rate Increase
------------------------- (Decrease) ---------------- (Decrease)
For the Years Ended December 31, 2002 2001 $ 2002 2001 Basis Points
- -------------------------------- ----------- ----------- ---------- ------- ------- ------------
Interest-bearing deposits........................ $ 490,147 $ 932,433 $ (442,286) 5.60% 6.43% (83)
Securities sold under agreements to repurchase... 12,774 19,500 (6,726) 1.85 2.71 (86)
Bonds-match funded agreements.................... 147,139 86,171 60,968 4.47 8.49 (402)
Obligations outstanding under lines of credit.... 88,282 82,605 5,677 4.29 6.67 (238)
Notes, debentures and other...................... 149,931 169,812 (19,881) 11.81 11.78 3
----------- ----------- ----------
$ 888,273 $ 1,290,521 $ (402,248) 6.28% 7.23% (95)
=========== =========== ==========
Interest expense we incurred on our interest-bearing deposits decreased
$32,512 or 54% during 2002 as compared to 2001 due to a $442,286 or 47% decrease
in the average balance and, to a lesser degree, an 83 basis point decline in the
rate. The decline in the average balance resulted primarily from maturing
brokered certificates of deposit. We did not issue any new brokered certificates
of deposit during 2002 or 2001 and, at this time, do not intend to issue any
such deposits in the foreseeable future. We plan to retain non-brokered deposits
as a source of financing. See "Changes in Financial Condition - Deposits."
Interest expense we incurred on notes, debentures and other
interest-bearing obligations decreased $2,296 or 11% during 2002 as compared to
2001 primarily due to a $19,881 or 12% decrease in the average balance. The
decrease in the average balance is primarily due to repurchases of debt we made
during 2002 and 2001. We repurchased $77,095 of our notes and debentures during
2002, including $73,545 we redeemed at a premium in November. During 2001, we
repurchased $13,025 of our notes. See "Gain (Loss) on Repurchases of Debt" and
"Changes in Financial Condition - Notes, Debentures and Other Interest-Bearing
Obligations."
Interest expense we incurred on obligations outstanding under our lines
of credit decreased $1,724 or 31% during 2002 as compared to 2001 due to a 238
basis-point decline in the average rate, offset in part by a $5,677 or 7%
increase in the average outstanding balance. Interest rates on our lines of
credit are adjusted periodically based on changes in the London Interbank
Offered Rate ("LIBOR"). The decline in the average rate is primarily due to
declines in LIBOR. During 2001 and part of 2002, we used lines of credit to fund
real estate investments and commercial construction loans. These lines expired
and were repaid in May 2002. Beginning in April 2001, we entered into lines of
credit to fund servicing advances we purchased in connection with the
acquisition of loans serviced for others. Average balances outstanding under our
lines of credit increased during 2002 primarily because of increases in our
funding of residential loan servicing advances under a new line offset in part
by the expiration and repayment of the lines collateralized by real estate and
commercial loans. See "Changes in Financial Condition - Obligations Outstanding
Under Lines of Credit."
2001 versus 2000. We incurred net interest expense before provision for
loan losses of $(9,958) for the year ended December 31, 2001 as compared to net
interest income of $15,726 earned for the year ended December 31, 2000, a
decline of $25,684 or 163%. The decrease was due to a decrease in the balance of
our average interest-earning assets and a decrease in the net interest spread,
offset by a decrease in the balance of our average interest-bearing liabilities.
The average balance of our interest-earning assets decreased by $952,136 or 50%
during 2001 and reduced interest income by $86,646. The average balance of our
interest-bearing liabilities decreased by $971,478 or 43% during 2001 and
decreased interest expense by $67,102. The net impact of these volume changes
resulted in a $19,544 decrease in net interest income. The net interest spread
decreased 77 basis points as a result of a 102 basis-point decrease in the
weighted average rate on our interest-earning assets, offset by a 25 basis-point
decrease in the weighted average rate on our interest-bearing liabilities. The
net impact of these rate changes resulted in a $6,140 decrease in net interest
income.
As previously discussed in this section, the decline in the net
interest margin is largely due to the decline in the ratio of interest -earning
assets to interest-bearing liabilities. This trend is likely to persist as we
continue our transition to fee-based businesses and dispose of interest-bearing
non-core assets. Certain assets associated with our fee-based businesses, such
as mortgage servicing rights and servicing advances, do not earn interest but
are financed by interest-bearing debt.
32
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table presents the change in average balances and yields
for 2001 as compared to 2000 for each of our interest-earning asset categories:
Average Balance Increase Average Yield Increase
--------------------------- (Decrease) --------------------- (Decrease)
For the Years Ended December 31, 2001 2000 $ 2001 2000 Basis Points
- -------------------------------- ----------- ----------- ----------- -------- -------- ------------
Interest earning cash and other..... $ 10,159 $ 27,664 $ (17,505) 7.31% 5.43% 188
Federal funds sold and repurchase
agreements........................ 200,329 128,079 72,250 3.66 6.79 (313)
Trading securities
CMOs (AAA-rated).................. 126,284 83,633 42,651 5.91 6.66 (75)
Subordinates and residuals........ 97,051 24,167 72,884 11.75 10.89 86
Securities available for sale
CMOs (AAA-rated).................. -- 427,427 (427,427) -- 6.48 (648)
Subordinates and residuals........ -- 114,492 (114,492) -- 12.94 (1,294)
Loans............................... 433,830 974,195 (540,365) 10.62 11.59 (97)
Match funded loans and securities... 103,320 143,452 (40,132) 10.01 7.68 233
----------- ----------- -----------
$ 970,973 $ 1,923,109 $ (952,136) 8.59% 9.61% (102)
=========== =========== ===========
We earned interest income on our trading securities of $18,865 during
2001 as compared to $8,199 during 2000. Interest income we earned on securities
available for sale amounted to $0 during 2001 as compared to $42,508 for 2000.
On September 30, 2000 we changed our policy for securities available for sale
and transferred those securities to the trading category. We believe that this
treatment more appropriately reflects the impact on our results of operations
arising from changes in the fair value of securities. The following presents the
results of our securities portfolio, both trading and available for sale, on a
combined basis for 2001 and 2000:
CMOs Subordinates and Residuals Total
----------------------------- ----------------------------- -----------------------------
Average Interest Average Interest Average Interest
Balance Income Yield Balance Income Yield Balance Income Yield
--------- -------- ------- --------- -------- ------- --------- -------- -------
2001:
Trading securities................ $ 126,284 $ 7,464 5.91% $ 97,051 $ 11,401 11.75% $ 223,335 $ 18,865 8.45%
========= ======== ========= ======== ========= ========
2000:
Trading securities................ $ 83,633 $ 5,568 6.66% $ 24,167 $ 2,631 10.89% $ 107,800 $ 8,199 7.61%
Securities available for sale..... 427,427 27,693 6.48 114,492 14,815 12.94 541,919 42,508 7.84
--------- -------- --------- -------- --------- --------
$ 511,060 $ 33,261 6.51% $ 138,659 $ 17,446 12.58% $ 649,719 $ 50,707 7.80%
========= ======== ========= ======== ========= ========
As presented in the table above, interest income we earned from our
securities portfolio on a combined basis declined from $50,707 in 2000 to
$18,865 in 2001, a $31,842 or 63% decline. The decline in interest income is
primarily due to a $384,776 or 75% decline in our average investment in CMOs and
a $41,608 or 30% decline in our average investment in subordinates and
residuals. The decline in the average balance of our CMOs during 2001 reflects
our planned reduction in the use of these securities to meet the Qualified
Thrift Lender requirements. The decline in the average balance of our
subordinate and residuals during 2001 was primarily due to sales of subprime
residuals and amortization. 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. Yield on the total portfolio of
trading securities increased in 2001 as compared to 2000 because lower-yielding
CMOs comprised a greater proportion of the portfolio in 2000.
Interest income we earned on our loans decreased by $66,796 or 59%
during 2001 as compared to 2000 as a result of a $540,365 or 55% decline in the
average balance of our investment and a 14 basis-point decrease in the average
yield. Sales, foreclosures, resolutions and the absence of acquisitions resulted
in the declines in the average balance of our discount loans during 2001. The
yield on our 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. See "Changes
in Financial Condition - Loans, Net."
33
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table presents the change in average balances and rates
for 2001 as compared to 2000 for each of our interest-bearing liability
categories:
Average Balance Increase Average Rate Increase
------------------------- (Decrease) --------------- (Decrease)
For the Years Ended December 31, 2001 2000 $ 2001 2000 Basis Points
- -------------------------------- ----------- ----------- ---------- ------ ------- -----------
Interest-bearing deposits........................ $ 932,433 $ 1,534,189 $ (601,756) 6.43% 6.40% 3
Securities sold under agreements to repurchase... 19,500 167,337 (147,837) 2.71 6.41 (370)
Bonds-match funded agreements.................... 86,171 123,856 (37,685) 8.49 9.27 (78)
Obligations outstanding under lines of credit.... 82,605 152,424 (69,819) 6.67 9.11 (244)
Notes, debentures and other...................... 169,812 284,193 (114,381) 11.78 12.24 (46)
----------- ----------- ----------
$ 1,290,521 $ 2,261,999 $ (971,478) 7.23% 7.48% (25)
=========== =========== ==========
Interest expense we incurred on our interest-bearing deposits decreased
$38,257 or 39% during 2001 as compared to 2000 due to a $601,756 or 39% decrease
in the average balance. The decline in the average balance resulted primarily
from maturing brokered certificates of deposit. We did not issue any new
brokered certificates of deposit during 2001 and, at this time, do not intend to
issue any such deposits in the foreseeable future. The decline in average
deposits is consistent with the 36% decline in average total assets as we
continue our transition in business strategy from capital-intensive businesses
to fee-based businesses. See "Changes in Financial Condition - Deposits."
Interest expense we incurred on securities we sold under agreements to
repurchase declined $10,200 or 95% during 2001 as a result of a $147,837 or 88%
decrease in the average balance and a 370 basis-point decline in the average
rate. We have used securities sold under agreements to repurchase primarily to
fund our purchases of CMOs, the average balance of which declined significantly
during 2001.
Interest expense we incurred on bonds-match funded agreements declined
$4,169 or 36% during 2001 as compared to 2000 primarily as a result of a $37,685
or 30% decline in the average balance outstanding. Interest expense on our
bonds-match funded agreements is primarily comprised of interest we incurred on
bonds-match funded agreements acquired as a result of our acquisition of OAC in
October 1999 and on non-recourse notes, which resulted from our transfer of
unrated residual securities in December 1999 in exchange for non-recourse notes.
We have accounted for these transactions, which did not qualify as sales for
accounting purposes, as secured borrowings with pledges of collateral. See
"Changes in Financial Condition - Bonds - Match Funded Agreements."
Interest expense we incurred on obligations outstanding under our lines
of credit decreased $8,370 or 60% during 2001 as compared to 2000 due to a
$69,819 or 46% decrease in the average balance and a 244 basis-point decline in
the average rate. During 2001, we used lines of credit to fund real estate
investments and commercial construction loans and, beginning in the second
quarter of 2001, to fund servicing advances that were purchased in connection
with the acquisition of loans serviced for others. Average balances outstanding
under our lines of credit decreased during 2001 primarily because of sales of
our real estate properties and commercial loans, offset in part by the funding
of our residential loan servicing advances under new lines. See "Changes in
Financial Condition - Obligations Outstanding Under Lines of Credit."
Interest expense we incurred on notes, debentures and other
interest-bearing obligations decreased $14,765 or 42% during 2001 as compared to
2000 primarily due to a $114,381 or 40% decrease in the average balance. The
decrease in the average balance is primarily due to repurchases of debt we made
during 2001 and 2000. See "Changes in Financial Condition - Notes, Debentures
and Other Interest-Bearing Obligations."
Provisions for Loan Losses. As of December 31, 2002, our total net loan
balance was $76,857 or 6.3% of total assets, as compared to $185,293 or 10.8% of
total assets as of December 31, 2001. Of the balance remaining at December 31,
2002, $69,196 represents seven non-residential loans held in our Commercial
Finance segment and $6,229 represents three multi-family loans held in our
Affordable Housing segment. Because of the small number of remaining loans, we
are able to perform a specific risk assessment on each Commercial Finance and
Affordable Housing loan. Our risk assessment of Commercial Finance loans
includes a review of the underlying loan collateral, general and local economic
conditions, property type risk, borrower's capacity and willingness to pay, and
projections of prospective cash flows based on property-specific events. For
loans held in our Affordable Housing business, we project the amounts to be
realized from the disposition of the property to determine the appropriate
allowance for loan losses. We also analyze the historical trends in the gains or
losses on disposition and resolution of loans as compared to the allowance for
loan losses at the time of disposition and resolution. The results of this
analysis are also taken into consideration in evaluating the allowance for loan
losses on the remaining loans. The allowance for loan losses is management's
best estimate of probable inherent loan losses incurred as of December 31, 2002.
Provisions we record for losses on our loans are charged to operations to
maintain an allowance for losses on our loans and
34
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
match funded loans at a level we consider adequate based upon an evaluation of
known and inherent risks in such portfolios, as described above.
The following table presents the provisions for loan losses for the
years indicated:
2002 2001 2000
----------- ----------- -----------
Loans
Single family..................................................... $ (2,274) $ 5,481 $ (1,160)
Multi-family...................................................... 4,684 260 1,945
Nonresidential.................................................... 11,523 8,170 6,981
Other............................................................. (278) 1,567 7,504
----------- ----------- -----------
13,655 15,478 15,270
----------- ----------- -----------
Match funded loans..................................................... (26) 188 (93)
----------- ----------- -----------
$ 13,629 $ 15,666 $ 15,177
=========== =========== ===========
The decline in provision on single family loans in 2002 is primarily
the result of sales of loans that were significantly reserved. The increase in
the provision on multi-family loans is largely the result of increased reserve
levels on affordable housing construction loans based on estimated permanent
financing proceeds. The increased provision on nonresidential loans reflects an
increase in reserve levels on our seven remaining loans. The provision for
losses on other loans related to our unsecured credit card receivables, which we
had fully reserved at December 31, 2001. As indicated in the table below, our
allowances as a percentage of loan value have been increased at December 31,
2002 and 2001.
The following table sets forth the allowance for loan losses as a
percentage of our respective loan balances at the dates indicated:
Allowance
as a % of
Allowance Loan Balance Loan Balance
-------------- -------------- ------------
December 31, 2002
Loans
Single family......................................................... $ 154 $ 1,584 9.72%
Multi-family.......................................................... 6,637 24,835 26.72
Nonresidential........................................................ 13,970 71,199 19.62
Other................................................................. -- -- --
-------------- --------------
20,761 97,618 21.27
Match funded loans........................................................ 144 38,129 0.38
-------------- --------------
$ 20,905 $ 135,747 15.40%
============== ==============
December 31, 2001
Loans
Single family......................................................... $ 3,401 $ 41,651 8.17%
Multi-family.......................................................... 2,186 29,754 7.35
Nonresidential........................................................ 4,827 124,271 3.88
Other................................................................. -- 31 --
-------------- --------------
10,414 195,707 5.32
Match funded loans........................................................ 170 53,123 0.32
-------------- --------------
$ 10,584 $ 248,830 4.25%
============= ==============
December 31, 2000
Loans
Single family......................................................... $ 3,493 $ 227,071 1.54%
Multi-family.......................................................... 2,798 136,577 2.05
Nonresidential........................................................ 8,210 282,433 2.91
Other................................................................. 8,778 17,250 50.89
-------------- --------------
23,279 663,331 3.51
Match funded loans........................................................ 285 80,834 0.35
-------------- --------------
$ 23,564 $ 744,165 3.17%
============== ==============
35
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
For additional information regarding our allowance for loan losses on
the above portfolios, see "Changes in Financial Condition - Allowances for Loan
Losses." For information relating to our valuation allowance on real estate
owned, see "Changes in Financial Condition - Real Estate Owned, Net."
Non-Interest Income. The following table sets forth the principal
components of our non-interest income during the years indicated:
2002 2001 2000
------------ ------------ ------------
Servicing and other fees.......................................... $ 141,991 $ 134,597 $ 97,080
Gain (loss) on interest-earning assets, net....................... (3,485) (3,949) 17,625
Gain (loss) on trading and match funded securities, net........... 7,012 16,330 (3,971)
Impairment charges on securities available for sale............... -- -- (11,597)
Gain (loss) on real estate owned, net............................. (15,719) (9,256) (14,904)
Gain (loss) on other non-interest earning assets, net............. 1,122 (1,054) 45,517
Net operating gains (losses) on investments in real estate........ (8,315) 5,581 27,579
Amortization of excess of net assets acquired over purchase price. -- 18,333 14,112
Gain (loss) on repurchase of debt................................. (1,461) 3,774 29,703
Equity in income (loss) of investment in unconsolidated entities.. 215 304 (5,249)
Other income...................................................... 13,115 8,759 6,084
------------ ------------ ------------
$ 134,475 $ 173,419 $ 201,979
============ ============ ============
Servicing and Other Fees. Our servicing and other fees are primarily
comprised of fees we earned from investors for servicing residential mortgage
loans on their behalf. The increase in servicing fees is largely due to the
growth in residential loans we service for others. The average unpaid principal
balance of loans we service for others amounted to $27,956,823, $16,738,3377 and
$10,798,857 during 2002, 2001 and 2000, respectively. The following table sets
forth the principal components of our servicing and other fees for the years
indicated:
2002 2001 2000
------------ ------------ ------------
Loan servicing and related fees:
Loan servicing fees............................................... $ 145,888 $ 109,880 $ 55,195
Late charges...................................................... 29,035 21,326 14,890
Interest on custodial accounts (1)................................ 7,757 8,530 6,523
Special servicing fees (2)........................................ 3,884 8,494 10,420
Compensating interest expense (3)................................. (19,758) (12,126) (8,758)
Amortization of servicing rights (4).............................. (58,153) (29,841) (10,036)
Other, net........................................................ 4,067 6,361 10,333
------------ ------------ ------------
112,720 112,624 78,567
Other fees:
Property valuation fees (ORA)..................................... 14,204 11,789 10,630
Default servicing fees............................................ 4,418 3,917 3,040
Retail banking fees............................................... 5,063 2,690 1,526
Other............................................................. 5,586 3,577 3,317
------------ ------------ ------------
$ 141,991 $ 134,597 $ 97,080
============ ============ ============
(1) Interest we earned on custodial accounts during the holding period
between collection of borrower payments and remittance to investors.
Although servicing volume has been increasing each year, interest we
earned on custodial accounts has been adversely affected by declining
interest rates.
(2) Fees we earned under special servicing arrangements wherein we act as a
special servicer for third parties, typically as part of a
securitization. Under these arrangements, we service loans that become
greater than 90 days past due and receive base special servicing fees
plus incentive fees to the extent we achieve certain loss mitigation
parameters. We have not entered into any new special servicing
arrangements since the middle of 2001. As a result, special servicing
fees have declined by $4,610 or 54% in 2002 as compared to 2001.
(3) A servicer of securitized loans is typically obligated to pay to the
securitization trust the difference between a full month of interest
and the interest collected on loans that are repaid before the end of a
calendar month.
(4) The increases in amortization reflect increases in our purchases of
rights to service loans for others. See "Changes in Financial Condition
- Mortgage Servicing Rights."
36
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table sets forth our loans serviced for others at the
dates indicated:
Subprime Loans (1) Other Loans Total
------------------------ -------------------- -----------------------
No. of No. of No. of
Amount Loans Amount Loans Amount Loans
----------- ----------- ---------- ------- ----------- --------
December 31, 2002:
Performing (2)
Residential loans............................ $26,817,731 282,926 $1,089,109 17,204 $27,906,840 300,130
Commercial loans and other................... -- -- 752,722 407 752,722 407
----------- ----------- ---------- ------- ----------- --------
$26,817,731 282,926 $1,841,831 17,611 $28,659,562 300,537
=========== =========== ========== ======= =========== ========
Non-performing (2)
Residential loans............................ $ 2,565,823 31,626 $ 261,014 4,277 $ 2,826,837 35,903
Commercial loans............................. -- -- 582,964 238 582,964 238
----------- ----------- ---------- ------- ----------- --------
$ 2,565,823 31,626 $ 843,978 4,515 $ 3,409,801 36,141
=========== =========== ========== ======= =========== ========
Total loans serviced for others:
Residential loans............................ $29,383,554 314,552 $1,350,123 21,481 $30,733,677 336,033
Commercial loans and other................... -- -- 1,335,686 645 1,335,686 645
----------- ----------- ---------- ------- ----------- --------
$29,383,554 314,552 $2,685,809 22,126 $32,069,363 336,678
=========== =========== ========== ======= =========== ========
December 31, 2001
Performing (2)
Residential loans............................ $18,068,542 242,664 $ 919,639 18,074 $18,988,181 260,738
Commercial loans and other................... -- -- 1,062,345 1,962 1,062,345 1,962
----------- ----------- ---------- ------- ----------- --------
$18,068,542 242,664 $1,981,984 20,036 $20,050,526 262,700
=========== =========== ========== ======= =========== ========
Non-performing (2)
Residential loans............................ $ 2,638,235 35,585 $ 317,001 5,021 $ 2,955,236 40,606
Commercial loans............................. -- -- 158,250 247 158,250 247
----------- ----------- ---------- ------- ----------- --------
$ 2,638,235 35,585 $ 475,251 5,268 $ 3,113,486 40,853
=========== =========== ========== ======= =========== ========
Total loans serviced for others:
Residential loans............................ $20,706,777 278,249 $1,236,640 23,095 $21,943,417 301,344
Commercial loans and other................... -- -- 1,220,595 2,209 1,220,595 2,209
----------- ----------- ---------- ------- ----------- --------
$20,706,777 278,249 $2,457,235 25,304 $23,164,012 303,553
=========== =========== ========== ======= =========== ========
December 31, 2000 (3)
Performing (2)
Residential loans............................ $ 7,499,361 118,174 $1,170,782 22,162 $ 8,670,143 140,336
Commercial loans and other................... -- -- 798,873 278 798,873 278
----------- ----------- ---------- ------- ----------- --------
$ 7,499,361 118,174 $1,969,655 22,440 $ 9,469,016 140,614
=========== =========== ========== ======= =========== ========
Non-performing (2)
Residential loans ........................... $ 1,430,528 18,246 $ 394,013 5,869 $ 1,824,541 24,115
Commercial loans and other .................. -- -- 66,967 24 66,967 24
----------- ----------- ---------- ------- ----------- --------
$ 1,430,528 18,246 $ 460,980 5,893 $ 1,891,508 24,139
=========== =========== ========== ======= =========== ========
Total loans serviced for others:
Residential loans............................ $ 8,929,889 136,420 $1,564,795 28,031 $10,494,684 164,451
Commercial loans............................. -- -- 865,840 302 865,840 302
----------- ----------- ---------- ------- ----------- --------
$ 8,929,889 136,420 $2,430,635 28,333 $11,360,524 164,753
=========== =========== ========== ======= =========== ========
(1) Subprime loans represent loans we service which were made by others to
borrowers who generally did not qualify under guidelines of the Fannie
Mae and Freddie Mac ("nonconforming loans").
(2) Non-performing loans serviced for others have been delinquent for 90
days or more. Performing loans serviced for others are current or have
been delinquent for less than 90 days.
(3) Does not include approximately 38,500 loans with an unpaid principal
balance of approximately $1,027,600 that we acquired on December 31,
2000 but which we did not board in our loan servicing system until
2001.
37
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Gain (Loss) on Interest Earning Assets. The following table sets for
the principal components of net gains (losses) we earned on our interest earning
assets for the years indicated:
2002 2001 2000
------------ ------------ ------------
Gain (loss) on loan sales......................................... $ (4,105) $ (4,380) $ 12,084
Gain on security sales (1)........................................ -- -- 4,983
Other............................................................. 620 431 558
------------ ------------ ------------
$ (3,485) $ (3,949) $ 17,625
============ ============ ============
(1) Prior to the transfer of our securities from available for sale to
trading on September 30, 2000.
Gain (Loss) on Trading and Match Funded Securities. The gain (loss)
recorded on trading and match funded securities includes both unrealized gains
and losses on securities to record them at fair value and realized gains and
losses resulting from sales thereof. We changed our policy for securities
available for sale and match funded securities to account for them as trading
securities effective September 30, 2000. Realized gains from sales of trading
securities totaled $4,992 and $11,117 during 2002 and 2001, respectively. See
Notes 1, 4 and 6 to our Consolidated Financial Statements.
Impairment Charges on Securities Available for Sale. Prior to our
transfer of securities available for sale to trading on September 30, 2000, we
recorded impairment charges on securities available as a result of declines in
fair value that we deemed to be other-than-temporary. See "Changes in Financial
Condition - Trading Securities" and Note 1 to our Consolidated Financial
Statements.
Gain (Loss) on Real Estate Owned, Net. The following table sets forth
the results of our real estate owned (which does not include investments in real
estate, as discussed below) during the years indicated:
2002 2001 2000
-------------- -------------- --------------
Gains on sales............................................... $ 3,103 $ 14,111 $ 22,515
Provision for losses in fair value........................... (19,685) (17,766) (26,674)
Operating income (expense), net (1).......................... 863 (5,601) (10,745)
-------------- -------------- --------------
$ (15,719) $ (9,256) $ (14,904)
============== ============== ==============
(1) Includes rental income and expenses associated with holding and
maintaining the properties.
The results of our real estate owned for the periods presented above
reflect significant declines in the number of properties owned as well as
increased reserves on non-residential properties we have held for more than one
year. 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.
Gain (Loss) on Other Non-Interest Earning Assets. The following table
sets forth the principal components of net gains (losses) we recorded on other
non-interest earning assets for the years indicated:
2002 2001 2000
-------------- -------------- --------------
Gain on sale of investments in real estate (1)............... $ 995 $ 45 $ 22,949
Gain (loss) on sale of affordable housing properties......... 444 (956) 497
Gain on sale of Kensington................................... -- -- 20,025
Other........................................................ (317) (143) 2,046
-------------- -------------- --------------
$ 1,122 $ (1,054) $ 45,517
============== ============== ==============
(1) Gains in 2002 were primarily comprised of $838 of gains resulting from the
resolution of loans accounted for as investments in real estate. Gains
recorded in 2000 consisted primarily of $20,806 resulting from the sale of
four office buildings we had acquired In connection with our acquisition of
OAC in 1999.
38
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Net Operating Gains (Losses) on Investments in Real Estate. The
following table sets forth the results of our investments in real estate during
the years indicated:
2002 2001 2000
-------------- -------------- --------------
Operating income, net (1)....................................... $ 3,035 $ 6,758 $ 15,856
Equity in earnings of loans accounted for as investments in real
estate (2)................................................... 3,967 3,338 12,427
Impairment charges (3).......................................... (15,317) (4,515) (704)
-------------- -------------- --------------
$ (8,315) $ 5,581 $ 27,579
============== ============== ==============
(1) The decrease in operating income from our investments in real estate
during 2001 is primarily due to sales of properties during 2000, most
of which we acquired in connection with our acquisition of OAC in
October 1999.
(2) The decline in equity in earnings related to certain loans we account
for as investments in real estate during 2001 is primarily due to the
repayment of loans during 2000, which generated significant resolution
gains, and an increase in our non-performing loans in 2001.
(3) In 2002, impairment charges principally represent write-downs totaling
$14,549 of the carrying value of our two remaining properties held for
investment. In 2001, the charges represent the write-down of the
carrying value of our investment in properties sold during 2002. See
"Changes in Financial Condition - Investments in Real Estate" and
"Changes in Financial Condition - Real Estate Held for Sale.
Amortization of Excess of Net Assets Acquired over Purchase Price. The
amortization of excess of net assets acquired over purchase price resulted from
our acquisition of OAC on October 7, 1999. Our acquisition resulted in an excess
of net assets acquired over the purchase price of $60,042, which we amortized on
a straight-line basis through 2001. On January 1, 2002, upon adoption of
Statement of Financial Accounting Standard ("SFAS") No. 142, we reversed the
unamortized balance of $18,333 to income as the effect of a change in accounting
principle as required by this statement. See Note 1 to our Consolidated
Financial Statements.
Gain (Loss) on Repurchase of Debt. The following table sets forth the
components of the gains (losses) resulting from our repurchase of our debt
securities during the years indicated:
2002 2001 2000
---------- ---------- ----------
10.875% Capital Securities due August 1, 2027:
Face amount repurchased............................................... $ 4,910 $ 18,371 $ 30,470
========== ========== ==========
Gain (loss)........................................................... $ 1,074 $ 3,722 $ 11,739
========== ========== ==========
11.875% Notes due October 1, 2003:
Face amount repurchased............................................... $ 43,550 $ 13,025 $ 3,800
========== ========== ==========
Gain (loss)........................................................... $ (1,508) $ 52 $ 439
========== ========== ==========
11.5% Redeemable Notes due July 1, 2005:
Face amount repurchased............................................... $ 45 $ -- $ 142,955
========== ========== ==========
Gain (loss)........................................................... $ (2) $ -- $ 17,526
========== ========== ==========
12.00% Subordinated Debentures due June 15, 2005:
Face amount repurchased............................................... $ 33,500 $ -- $ --
========== ========== ==========
Gain (loss)........................................................... $ (1,025) $ -- $ --
========== ========== ==========
Total debt repurchases:
Face amount repurchased............................................... $ 82,005 $ 31,396 $ 177,225
========== ========== ==========
Gain (loss)........................................................... $ (1,461) $ 3,774 $ 29,703
========== ========== ==========
In November 2002 we exercised redemption options on three of our
outstanding debt obligations for a combined debt reduction of $73,545. As
provided for in the terms of the indentures, we exercised our redemption option
to call $40,000 of our 11.875% Notes at a price of 102.969%, $33,500 of our 12%
Subordinated Debentures at a price of 102.667% and the remaining $45 of our
11.5% Redeemable Notes at a price of 105.75%. As a result of these early
redemptions at a premium, we incurred $2,499 of loss, including the write-off of
$416 of unamortized issuance costs. 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 Notes 16 and 17 to our Consolidated
Financial Statements.
Other Income. See Note 25 to our Consolidated Financial Statements for
a disclosure of the components of other income for 2002, 2001 and 2000. The
increase in other income during 2002 as compared to 2001 is largely the result
of $4,191 of collections of unsecured receivables that were accounted for under
the cost recovery method until they had been reduced to zero as of December 31,
39
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
2001 through collections and reserves. The increase in other income during 2001
as compared to 2000 was primarily due to consulting revenues generated by our
joint venture in Jamaica and real estate commission income generated from the
sale of our real estate owned properties during 2001.
Non-Interest Expense. The following table sets forth the principal
components of our non-interest expense during the years indicated:
2002 2001 2000
----------- ----------- -----------
Compensation and employee benefits.................................... $ 77,778 $ 84,914 $ 83,086
Occupancy and equipment............................................... 11,843 11,577 12,005
Technology and communication costs.................................... 25,270 26,768 23,876
Loan expenses......................................................... 12,605 15,811 13,051
Net operating losses on certain affordable housing properties......... 22,360 16,580 9,931
Amortization/writeoff of excess of purchase price over net assets 2,231 3,112 3,124
acquired...........................................................
Professional services and regulatory fees............................. 16,383 14,749 12,829
Other operating expenses.............................................. 9,619 8,935 12,107
----------- ----------- -----------
$ 178,089 $ 182,446 $ 170,009
=========== =========== ===========
Compensation and Employee Benefits. The following table presents the
principal components of compensation and benefits we incurred for the years
indicated:
2002 2001 2000
----------- ----------- -----------
Salaries (1).......................................................... $ 53,746 $ 58,012 $ 58,580
Bonuses .............................................................. 7,904 9,544 8,876
Payroll taxes......................................................... 4,352 4,763 4,834
Commissions........................................................... 3,370 3,541 3,957
Insurance............................................................. 2,668 2,682 2,736
Severance............................................................. 2,316 1,701 778
Contract programmers.................................................. 531 1,539 4,772
Relocation............................................................ 759 1,049 1,165
Long-term incentive plan (2).......................................... -- -- (6,078)
Other................................................................. 2,132 2,083 3,466
----------- ----------- -----------
$ 77,778 $ 84,914 $ 83,086
=========== =========== ===========
(1) Salaries includes fees paid for the services of temporary employees.
(2) We suspended our long-term incentive plan in the first quarter of 2000
and reversed the related accrual at that time.
The $7,136 decline in compensation and benefits in 2002 as compared to
2001 was primarily due to a $5,906 combined decrease in salaries and bonuses.
This decline in costs has occurred in spite of an increase in the average number
of our employees and is due in large part to our ongoing globalization
initiative to reduce labor costs through the migration of certain functions
(primarily in support of our residential servicing business and OTX) to our
offices in Bangalore and Mumbai, India. The average total number of our
full-time employees (domestic and international combined) amounted to 1,790 and
1,536 during 2002 and 2001, respectively. The number of employees in just our
India offices averaged 543 during 2002 as compared to 151 during 2001. Our plans
for 2003 call for a continued increase in the number of our India employees. See
"Workforce and Operational Capacity" for additional information regarding our
operations and workforce in India. The decline in salaries and bonuses, in spite
of the increase in the number of employees, is also the result of a change in
the mix of our workforce in the United States to a greater concentration of
clerical level employees. This change in mix has occurred as we have exited
capital-intensive businesses in favor of fee-based businesses, primarily
residential loan servicing.
Excluding the reversal of our long-term incentive plan accrual in 2000,
our compensation and employee benefits expense declined by $4,250 in 2001 as
compared to 2000. This decline was primarily due to a $3,233 decline in contract
programmer expense and resulted largely from a reduction in contract programmers
assisting with the implementation of our residential loan servicing system,
which was completed in January 2001. Although our average total number of
employees increased from 1,288 during 2000 to 1,536 during 2001, salaries
expense actually declined by $568. As discussed in the paragraph above, this is
primarily due to the cost savings resulting from our shift in workforce to India
and the change in mix of our United States workforce resulting from our change
in business strategy.
40
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Occupancy and Equipment. Occupancy and equipment costs consist
principally of rents, depreciation, mail and delivery expense and other costs of
our office operations.
Technology and Communication Costs. Technology and communication costs
consist primarily of depreciation on our computer hardware and software,
technology-related consulting fees (primarily OTX), telephone expense and
amortization of intellectual property and capitalized software development
costs. Technology costs for 2002 and 2001 also included $1,068 and $3,185,
respectively, of payments related to the acquisition of Amos, Inc., an OTX
subsidiary, in 1997. The final payment due in connection with this acquisition
was recorded in 2002. An increase in depreciation and leasing expense at OTX in
2002 as compared to 2001 was largely offset by a decline in document imaging
costs. The increase in depreciation and leasing expense was largely the result
of upgrades to our computer servers and other hardware, as well as new hardware
purchased for expanding our India operations centers. The decline in imaging
costs is primarily the result of high levels of contracted document imaging
services incurred in 2001 in connection with several large loan servicing
acquisitions we made during the year.
Net Operating Losses on Certain Affordable Housing Properties. Net
operating losses we recorded on investments in certain affordable housing
properties have increased during the past three years principally because of
loss provisions we recorded in the amount of $17,350, $15,587 and $6,448,
respectively, for expected losses on the sale of properties. Losses for 2002
also include a $3,944 charge to record a discount on a long-term sale of seven
properties during the second quarter. We are accreting this discount to income
over the term of the related receivable balance, which extends through 2014. See
"Changes in Financial Condition - Affordable Housing Properties."
Amortization of Excess of Purchase Price Over Net Assets Acquired
("Goodwill"). Goodwill amortization that we recognized during 2002, 2001 and
2000 related entirely to OTX. In accordance with the provisions of SFAS No. 142,
which we adopted on January 1, 2002, we ceased amortization of the remaining
balance of our goodwill beginning in 2002. However, we test our goodwill
annually for impairment. As a result of our annual impairment testing in 2002,
we wrote off the remaining $2,231 of goodwill associated with the 1997
acquisition of Amos, Inc. See Note 1 to our Consolidated Financial Statements.
Loan Expenses. Loan expenses for 2002, 2001 and 2000 included $9,463,
$8,426 and $9,358, respectively, of appraisal fees incurred in connection with
property valuation services we provided through ORA. Loan expenses also include
other expenses incurred in connection with loans we own and those we service for
others. Loan expenses for 2001 included a charge to write-off $1,485 of deferred
costs on commercial loans we owned.
Professional Services and Regulatory Fees. Professional services and
regulatory fees are primarily comprised of non-technology related consulting
fees, legal and audit fees and FDIC insurance. The increase in 2002 as compared
to 2001 was primarily due to a $4,201 increase in legal fees, offset in part by
a $2,186 decline in FDIC insurance and a $519 decrease in consulting fees. Legal
fees for 2002 included provisions totaling $3,250 related to the settlement of
two litigation claims. See "Results of Operations - Segment Profitability -
Residential Loan Servicing and - Commercial Finance" for additional information
regarding the settlement of these claims. The decline in FDIC insurance was due
to a decline in our deposit liabilities and a decline in the FDIC assessment
rates The increase in 2001 as compared to 2000 was primarily due to a $1,651
increase in FDIC insurance resulting from an increase in the FDIC assessment
rate offset in part by a decline in deposits.
Other Operating Expenses. Other operating expenses include travel and
related costs, check processing and other deposit related costs, marketing
costs, and amortization of deferred costs. See Note 26 to our Consolidated
Financial Statements for a disclosure of the components of other operating
expenses for 2002, 2001 and 2000.
41
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Distributions on Company Obligated, Mandatorily Redeemable Securities
of Subsidiary Trust Holding Solely Junior Subordinated Debentures of the
Company. Cash distributions on our Capital Securities are payable semi-annually
in arrears on February 1 and August 1 of each year at an annual rate of 10.875%.
We recorded $7,132, $11,380, and $13,111 of distributions to holders of the
Capital Securities during 2001, 2000 and 1999, respectively. The decline in
distributions is the result of repurchases we made during 2002, 2001 and 2000.
See "Non-Interest Income - Gain (Loss) on Repurchase of Debt", Note 17 to our
Consolidated Financial Statements and "Changes in Financial Condition -
Company-Obligated, Mandatorily Redeemable Securities of Subsidiary Trust Holding
Solely Junior Subordinated Debentures of the Company."
Income Tax Expense (Benefit). The following table provides details of
our income tax expense (benefit) and effective tax rates for the years
indicated:
2002 2001 2000
----------- ----------- -----------
Income tax expense (benefit) on loss before taxes and effect of change
in accounting principle............................................... $ (31,066) $ (23,348) $ 1,447
Provision for valuation allowance on current year's deferred tax asset... 34,049 23,348 --
Provision for valuation allowance on prior year's deferred tax asset..... -- 83,000 17,500
----------- ----------- -----------
Income tax expense.................................................... 2,983 83,000 18,947
Income tax benefit on effect of change in accounting principle........... (1,166) -- --
------------ ----------- -----------
Total income tax expense................................................. $ 1,817 $ 83,000 $ 18,947
=========== =========== ===========
For 2002, 2001 and 2000 our effective tax rate before the provision for
the deferred tax valuation allowance was 48.1%, 55.9% and 6.8% respectively, and
reflected tax credits of $2,685, $2,078 and $2,577, respectively, resulting from
our investment in affordable housing properties.
The provision for deferred tax asset valuation allowance is a non-cash
charge that we recorded to increase the aggregate valuation allowance, which
amounted to $199,270 and $165,221 at December 31, 2002 and 2001, respectively.
We estimated this valuation allowance based on our assessment of the portion of
the deferred tax asset that more likely than not will not be realized.
See Note 20 to our Consolidated Financial Statements and "Changes in
Financial Condition - Affordable Housing Properties."
42
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Changes in Financial Condition
Trading Securities. The following table sets forth the fair value of
our trading securities at the dates indicated:
December 31,
-------------------------------------------------
2002 2001 2000
----------- ----------- -----------
Collateralized mortgage obligations and U.S. Treasury Notes
Collateralized mortgage obligations (AAA-rated) (1)................. $ 20,540 $ 161,191 $ 277,595
U.S. Treasury Notes................................................. 1,016 -- --
----------- ----------- -----------
$ 21,556 $ 161,191 $ 277,595
=========== =========== ===========
Subordinates and residuals (2)
Single family residential
BB rated subordinates........................................... $ 599 $ 625 $ 4,563
B-rated subordinates............................................ 606 799 2,911
Unrated subordinates............................................ 344 1,008 9,361
Unrated subprime residuals...................................... 33,213 60,049 93,176
----------- ----------- -----------
34,762 62,481 110,011
Nonresidential unrated subordinates................................. 2,577 2,577 2,636
----------- ----------- -----------
$ 37,339 $ 65,058 $ 112,647
=========== =========== ===========
(1) During the year ended December 31, 2002, our CMO trading securities
declined $140,651. This decline was primarily due to $227,100 of
maturities and principal repayments, offset in part by purchases of
$88,938. During 2001, the $116,404 decline was primarily due to
$187,113 of maturities and principal repayments and $116,715 of sales,
offset in part by purchases of $188,432.
(2) During the year ended December 31, 2002, our subordinate and residual
trading securities declined by $27,719. This decline was primarily due
to $7,419 of maturities and principal repayments and $26,438 of sales,
partly offset by $1,946 of net discount accretion. During 2001, the
$47,589 decline was primarily due to $31,683 of sales, $10,721 of
maturities and principal repayments and $7,416 of net premium
amortization.
CMOs are like traditional debt instruments because they have stated
principal amounts and traditionally defined interest-rate terms. Subordinate and
residual interests in mortgage-related securities provide credit support to the
more senior classes of the mortgage-related securities. Principal from the
underlying mortgage loans generally is allocated first to the senior classes,
with the most senior class having a priority right to the cash flow from the
mortgage loans until its payment requirements are satisfied. To the extent that
there are defaults and unrecoverable losses on the underlying mortgage loans,
resulting in reduced cash flows, the most subordinate security will be the first
to bear this loss. Because subordinate and residual interests generally have no
credit support, to the extent there are realized losses on the mortgage loans
comprising the mortgage collateral for such securities, we may not recover the
full amount or, indeed, any of our initial investment in such subordinate and
residual 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. For residual interests in residential mortgage-backed securities,
over-collaterization is the amount by which the collateral balance exceeds the
sum of the bond principal amounts. Over-collaterization is achieved by applying
monthly a portion of the interest payments of the underlying mortgages toward
the reduction of the senior class certificate principal amounts, causing them to
amortize more rapidly than the aggregate loan balance. Over-collaterization
represents the first tier of loss protection afforded to the non-residual
holders. To the extent not consumed by losses on more highly rated bonds,
over-collaterization is remitted to the residual holders. 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.
43
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
We periodically assess the carrying value of our subordinate securities
and residual securities retained. There can be no assurance that our estimates
used to determine the value of subordinate securities and residual securities
retained will remain appropriate for the life of each securitization. If actual
loan prepayments or defaults exceed our estimates, the carrying value of our
subordinate securities and residual securities retained may be decreased during
the period in which we recognized the disparity. During 2000, and before our
transfer of securities available for sale to trading, we recorded $11,597 of
impairment charges on our portfolio of subordinate and residual securities as a
result of declines in value that we deemed to be "other- than- temporary."
The following table presents information regarding our trading
subordinate and residual securities summarized by classification and rating at
December 31, 2002:
Anticipated
Anticipated Anticipated Weighted
Percent Yield to Yield to Average
Owned by Maturity at Maturity at Remaining
Rating/Description Fair Value Ocwen Purchase (1) 12/31/02 (2) Coupon Life (3)
- ------------------------------------- ----------- ----------- ------------ ------------ ---------- ------------
Single-family residential:
BB-rated subordinates............ $ 599 100.00% 16.80% 6.93% 6.39% 2.66
B-rated subordinates............. 606 100.00 17.44 25.21 6.61 1.86
Unrated subordinates............. 344 100.00 15.01 24.10 7.02 0.03
Unrated subprime residuals....... 33,213 100.00 18.69 40.82 N/A 4.90
---------
34,762
Commercial:
Unrated subordinates............. 2,577 100.00 22.15 12.10 N/A 1.35
---------
$ 37,339
=========
(1) Represents the effective yield from inception to maturity based on the
purchase price and anticipated future cash flows under pricing
assumptions.
(2) Represents the 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. Changes in the December 31, 2002 anticipated yield to
maturity from that originally anticipated are primarily the result of
changes in prepayment assumptions and loss assumptions.
(3) Represents the weighted average life based on the December 31, 2002
book value.
The following table sets forth the principal amount of mortgage loans
by the geographic location of the properties securing the mortgages that
underlie our trading subordinate and residual securities at December 31, 2002:
Description U.K California New Jersey New York Texas Other (1) Total
- --------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Single family residential.. $ 88,417 $ 28,665 $ 31,130 $ 28,295 $ 24,671 $ 158,730 $ 359,908
Commercial................. -- 15,382 -- -- -- 41,991 57,373
Multi-family............... -- -- 202 -- -- 228 430
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total...................... $ 88,417 $ 44,047 $ 31,332 $ 28,295 $ 24,671 $ 200,949 $ 417,711
========== ========== ========== ========== ========== ========== ==========
Percentage of total........ 21.17% 10.54% 7.50% 6.77% 5.91% 48.11% 100.00%
========== ========== ========== ========== ========== ========== ==========
(1) Consists of properties located in 46 other states, none of which
aggregated over $17,197 in any one state.
See Note 1 and Note 4 to our Consolidated Financial Statements.
44
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Real Estate Held for Sale. Our real estate held for sale consisted of
the following at the dates indicated:
December 31,
-------------------------------------------------
2002 2001 2000
----------- ----------- -----------
Shopping centers (1)................................................ $ -- $ -- $ 22,670
Assisted living facilities (2)...................................... -- 13,418 --
----------- ----------- -----------
$ -- $ 13,418 $ 22,670
=========== =========== ===========
(1) During the fourth quarter of 2001, we transferred our shopping center
in Bradenton, Florida to held for investment after the contract to sell
the property was terminated. We recorded impairment charges of $1,471
on this property during the second quarter of 2001. During the first
quarter of 2001, we sold another shopping center located in Havre,
Montana, which had a carrying value of $1,034, for no gain.
(2) We transferred three assisted living facilities from held for
investment during the third quarter of 2001. We recorded impairment
charges of $2,225 on these properties at the time of transfer based on
anticipated sales proceeds. We sold these facilities during the first
quarter of 2002 for a gain of $669.
See "Changes in Financial Condition - Investments in Real Estate".
Investment in Real Estate. Our investment in real estate consisted of
the following at the dates indicated:
December 31,
------------------------------------------------
2002 2001 2000
------------- ------------- -------------
Properties held for investment
Office buildings..................................................... $ 27,602 $ 32,132 $ 32,112
Retail............................................................... 9,090 29,637 9,515
Building improvements................................................ 17,387 17,513 11,346
Tenant improvements and lease commissions............................ 2,795 4,537 1,744
Furniture and fixtures............................................... 30 52 52
------------- ------------- -------------
56,904 83,871 54,769
Accumulated depreciation............................................. (5,316) (5,327) (2,359)
------------- ------------- -------------
51,588 78,544 52,410
------------- ------------- -------------
Loans accounted for as investments in real estate
Multi-family residential............................................. -- -- 97
Nonresidential....................................................... 2,188 30,436 45,689
------------- ------------- -------------
2,188 30,436 45,786
------------- ------------- -------------
Properties held for lease
Land and land improvements -- -- 1,256
Building............................................................. -- -- 15,641
Accumulated depreciation............................................. -- -- (855)
------------- ------------- -------------
-- -- 16,042
------------- ------------- -------------
Investment in real estate partnerships.................................. 4,900 7,916 8,523
------------- ------------- -------------
$ 58,676 $ 116,896 $ 122,761
============= ============= =============
Properties Held for Investment. Properties held for investment at
December 31, 2002 consisted of one office building (approximately 60.61% leased)
located in Jacksonville, Florida and one shopping center (approximately 68.57%
leased) located in Halifax, Nova Scotia. The $26,956 decline in the aggregate
net carrying value of our properties held for investment during 2002 was
primarily due to the sale of our shopping center in Bradenton, Florida, which
had a carrying value of $19,902, and impairment charges of $14,459 to reduce the
remaining properties to our estimate of their net realizable value, offset in
part by $8,771 of net capitalized improvements. These properties were acquired
by us as a result of our acquisition of OAC. The increase in our investment
during 2001 was due primarily to capitalized improvements and the transfer of
our shopping center in Bradenton, Florida from held for sale.
45
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Loans Accounted for as Investments in Real Estate. We acquired certain
acquisition, development and construction loans in January 2000 in which we
participate in the expected residual profits of the underlying real estate and
where the borrower has not contributed substantial equity to the project. As
such, we account for these loans under the equity method of accounting as though
we have an investment in a real estate limited partnership. The decline in our
investment during 2002 and 2001 is due primarily to repayments of loans. At
December 31, 2002 the remaining balance consisted of one loan.
Properties Held for Lease. During the third quarter of 2001, we
recorded an impairment charge of $2,225 on our three assisted living facilities
based on anticipated sales proceeds and transferred our investment to real
estate held for sale.
Investment in Real Estate Partnerships. Consists of interests in two
limited partnerships operating as real estate ventures, consisting of
multi-family type properties.
See "Changes in Financial Condition - Real Estate Held for Sale" and
Note 8 to our Consolidated Financial Statements.
Affordable Housing Properties. Historically, we 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. We ceased making new investments in
2000 as part of our shift in strategy to fee-based businesses and because the
volume of tax credits being generated was exceeding our ability to utilize them
effectively. Since that time, we also began marketing each of these properties
for sale on an asset-by-asset basis. As a result, our investment in affordable
housing properties had been declining during the past three years. The carrying
values of our affordable housing investments are as follows at the dates
indicated:
December 31,
----------------------------------------------
2002 2001 2000
----------- ----------- -----------
Properties subject to sale agreements (1).............................. $ 4,458 $ 49,893 $ 93,210
Properties not yet sold................................................ 10,861 52,176 49,602
----------- ----------- -----------
Total ............................................................ $ 15,319 $ 102,069 $ 142,812
=========== =========== ===========
(1) Certain of our properties are subject to sales agreements that resulted
in the transfer of tax credits and operating results for these
properties to the purchaser but did not qualify as sales for accounting
purposes due to insufficient cash received or contingencies with
respect to potential repurchase requirements.
The decline in our investment during 2002 and 2001 was due to sales and
loss provisions to increase reserves, offset by additional investments to
complete existing projects under construction. Loss provisions represent
estimated losses from future sales or from sales that have not yet qualified as
such for accounting purposes and include revisions to completion cost estimates
and modifications to projected sales results. During 2002, sales of $73,087 (net
of reserves) and loss provisions of $17,350 exceeded additional investments of
$3,687. During 2001, sales totaled $55,652 (net of reserves), loss provisions
were $15,587 and additional investments amounted to $30,496.
Low-income housing tax credit partnerships in which we invest both as a
limited and, through a subsidiary, as general partner are presented on a
consolidated basis and totaled $3,357, $73,463 and $74,228 at December 31, 2002,
2001 and 2000, respectively. We account for investments made on or after May 18,
1995, in which we invest solely as a limited partner, using the equity method.
We account for limited partnership investments made prior to May 18, 1995 under
the effective yield method as a reduction of income tax expense.
See Note 10 to our Consolidated Financial Statements.
46
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Loans, Net. Our loans have been declining since 1998 as sales,
resolutions and foreclosures more than offset acquisitions and originations.
This reflects our strategy to dispose of assets associated with non-core
business lines. Originations in 2002, 2001 and 2000 represent loans made to
facilitate sales of real estate assets that we owned and fundings of
pre-existing commitments on construction loans. Otherwise, we have not
originated or acquired any loans since 2000.
Beginning in 2002, we combined all of our loan portfolio types into a
single balance sheet caption and integrated the related disclosures. Those
portfolios were discount loans, loans and loans available for sale. All prior
periods presented have been reclassified to conform to the 2002 presentation.
Composition of Loans. The following table sets forth the composition of
our loans by type of loan at the dates indicated:
December 31,
----------------------------------------------------------------------------------
2002 2001 2000 1999 1998
------------ ------------ ------------ ------------ ------------
Principal balance
Single family residential loans.... $ 2,163 $ 58,118 $ 301,290 $ 647,137 $ 805,039
------------ ------------ ------------ ------------ ------------
Multi-family residential loans..... 26,017 33,319 150,797 272,927 319,771
------------ ------------ ------------ ------------ ------------
Nonresidential real estate loans:
Office buildings................. 41,215 56,713 98,425 162,529 247,131
Hotels........................... 11,668 38,576 102,120 113,444 137,038
Retail properties................ 27,500 47,492 85,924 105,247 21,230
Land............................. -- -- 1 6,190 4,162
Other properties................. 1,388 807 36,511 87,148 180,072
------------ ------------ ------------ ------------ ------------
81,771 143,588 322,981 474,558 589,633
------------ ------------ ------------ ------------ ------------
Other loans (1).................... -- 31 17,287 17,874 8,649
------------ ------------ ------------ ------------ ------------
109,951 235,056 792,355 1,412,496 1,723,092
------------ ------------ ------------ ------------ ------------
Unaccreted discount and deferred fees
Single family residential loans.... (579) (16,467) (74,219) (147,918) (162,166)
Multi-family residential loans.... (837) (650) (5,341) (38,602) (21,908)
Nonresidential real estate loans... (10,572) (19,318) (40,548) (58,036) (70,522)
Other loans........................ -- -- (37) (996) (397)
------------ ------------ ------------ ------------ ------------
(11,988) (36,435) (120,145) (245,552) (254,993)
------------ ------------ ------------ ------------ ------------
97,963 198,621 672,210 1,166,944 1,468,099
Undisbursed loan funds................ (345) (2,914) (8,879) (24,654) (7,099)
Allowance for loan losses............. (20,761) (10,414) (23,279) (26,440) (26,330)
------------ ------------ ------------ ------------ ------------
$ 76,857 $ 185,293 $ 640,052 $ 1,115,850 $ 1,434,670
============ ============ ============ ============ ============
(1) Included $17,188, $17,664 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 were accounted for under
the cost recovery method through December 31, 2001, when we reduced the
net book value of the receivables to zero as a result of collections
and reserves.
47
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Contractual Principal Repayments. The following table sets forth
certain information at December 31, 2002 regarding the dollar amount of loans
maturing based on scheduled contractual amortization, as well as the dollar
amount of loans which have fixed or adjustable interest rates. We report demand
loans (loans having no stated schedule of repayments and no stated maturity) and
overdrafts as due in one year or less. We have not reduced loan balances for (i)
undisbursed loan proceeds, unearned fees and the allowance for loan losses or
(ii) non-performing loans.
Maturing in
-------------------------------------------------------------------------------
After After Five
One Year Years
One Through Five Through Ten After Ten
Year or Less Years Years Years Total
------------ ----------- ----------- ----------- -----------
Single family residential loans............ $ 132 $ 46 $ 139 $ 1,846 $ 2,163
Multi-family residential loans............. 25,158 859 -- -- 26,017
Nonresidential real estate and land loans.. 39,168 41,365 -- 1,238 81,771
------------ ----------- ----------- ----------- -----------
$ 64,458 $ 42,270 $ 139 $ 3,084 $ 109,951
============ =========== =========== =========== ===========
Interest rate terms on amounts due:
Fixed................................... $ 27,015 $ 42,120 $ 60 $ 2,432 $ 71,627
Adjustable.............................. 37,443 150 79 652 38,324
------------ ----------- ----------- ----------- -----------
$ 64,458 $ 42,270 $ 139 $ 3,084 $ 109,951
============ =========== =========== =========== ===========
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.
48
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Activity in Loans. The following table sets forth the activity in our
net loans during the periods indicated:
Years Ended December 31,
--------------------------------------------------------------------------
2002 2001 2000 1999 1998
----------- ----------- ----------- ----------- -----------
Amount
Balance at beginning of period .............. $ 185,293 $ 640,052 $ 1,115,850 $ 1,434,670 $ 1,877,516
Acquisitions (1)
Single family residential ................. 1,018 -- 164,920 570,082 1,408,254
Multi-family residential .................. -- -- 21,378 123,529 231,130
Nonresidential real estate ................ -- -- 25,612 226,877 264,697
Other ..................................... -- -- 10,030 17,414 14,699
----------- ----------- ----------- ----------- -----------
1,018 -- 221,940 937,902 1,918,780
----------- ----------- ----------- ----------- -----------
Originations (2)
Single family residential ................. -- -- -- 728,509 959,105
Multi-family residential .................. 11,260 5,109 36,165 3,692 56,657
Nonresidential real estate ................ 7,218 13,035 3,627 17,258 116,452
----------- ----------- ----------- ----------- -----------
18,478 18,144 39,792 749,459 1,132,214
----------- ----------- ----------- ----------- -----------
Resolutions and repayments (3) .............. (50,965) (139,232) (312,856) (541,286) (844,749)
Loans transferred to real estate owned ...... (16,000) (92,949) (201,010) (220,775) (391,238)
Sales (4) ................................... (77,636) (343,262) (369,630) (1,237,178) (2,354,836)
Decrease (increase) in undisbursed loan
proceeds .................................... 2,569 5,965 15,774 (17,555) 15,111
Decrease (increase) in discount ............. 24,447 83,710 125,406 9,441 85,078
Decrease (increase) in allowance ............ (10,347) 12,865 4,786 1,172 (3,206)
----------- ----------- ----------- ----------- -----------
Balance at end of period .................... $ 76,857 $ 185,293 $ 640,052 $ 1,115,850 $ 1,434,670
=========== =========== =========== =========== ===========
Years Ended December 31,
--------------------------------------------------------------------------
2002 2001 2000 1999 1998
----------- ----------- ----------- ----------- -----------
Number of Loans
Balance at beginning of period .............. 931 4,282 8,765 12,425 15,194
Acquisitions (1)
Single family residential .................. 17 -- 2,208 7,767 15,654
Multi-family residential .................... -- -- 9 37 126
Nonresidential real estate .................. -- -- 12 207 275
Other ....................................... -- -- 2 6 8
----------- ----------- ----------- ----------- -----------
17 -- 2,231 8,017 16,063
----------- ----------- ----------- ----------- -----------
Originations (2)
Single family residential ................. -- -- -- 4,293 9,625
Multi-family residential .................. 1 2 4 2 --
Nonresidential real estate ................ 1 2 -- 11 --
Other ..................................... 1 -- -- -- --
----------- ----------- ----------- ----------- -----------
3 4 4 4,306 9,625
----------- ----------- ----------- ----------- -----------
Resolutions and repayments (4) .............. (77) (662) (1,572) (2,656) (2,326)
Loans transferred to real estate owned ...... (21) (747) (2,455) (2,534) (3,278)
Sales (5) ................................... (815) (1,946) (2,691) (10,793) (22,853)
----------- ----------- ----------- ----------- -----------
Balance at end of period .................... 38 931 4,282 8,765 12,425
=========== =========== =========== =========== ===========
(1) Acquisitions exclude certain commercial and multi-family loans which we
account for as investments in real estate. See "Changes in Financial
Condition - Investment in Real Estate." The decline in acquisitions
reflect our strategic decision to exit non-core businesses and dispose
of the related assets. Single family acquisitions in 2002 represent
repurchases of loans previously sold. Acquisitions during 1999 included
$121,113 of loans we acquired as a result of our acquisition of OAC.
Acquisitions of other loans during 2000, 1999 and 1998 consisted
primarily of charged-off unsecured credit card receivables we acquired
at a discount. Acquisitions of single family loans during 1998 included
$421,188 we purchased from the UK operations of Cityscape Financial
Corp.
(2) Multi-family, nonresidential real estate and other originations in
2002, 2001 and 2000 represent loans made to facilitate sales of our own
assets and fundings of construction loans we originated in prior years.
Originations of single family loans during 1999 and 1998 included
approximately $509,800 and $254,300, respectively, originated by Ocwen
UK prior to its sale.
49
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
(3) Resolutions and repayments consists of loans which we resolved in a
manner which resulted in partial or full repayment of the loan to us,
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.
(4) Included securitizations of performing single family loans in 1999 and
1998.
The following table sets forth certain information relating to our
non-performing loans and allowance for loan losses at the dates indicated:
December 31,
---------------------------------------------------------------------------
2002 2001 2000 1999 1998
------------ ------------ ------------ ------------ ------------
Non-performing loans (1)
Single family............................. $ 1,345 $ 32,430 $ 181,998 $ 344,884 $ 392,983
Multi-family.............................. 14,822 23,637 17,754 31,135 31,367
Commercial real estate and other.......... 59,382 38,240 97,795 73,628 63,438
------------ ------------ ------------ ------------ ------------
Total................................... $ 75,549 $ 94,307 $ 297,547 $ 449,647 $ 487,788
============ ============ ============ ============ ============
Non-performing loans as a percentage of (1)
Total loans (2)............................ 77.39% 48.19% 44.86% 39.36% 33.39%
Total assets............................... 6.18% 5.51% 13.23% 13.70% 14.78%
Allowance for loan losses as a percentage of:
Total loans (2)............................ 21.27% 5.32% 3.51% 2.31% 1.80%
Non-performing loans (1)................... 27.48% 11.04% 7.82% 5.88% 5.40%
(1) Loans which are contractually past due 90 days or more in accordance
with the original terms of the loan agreement. We do not accrue
interest on loans past due 90 days or more.
(2) Total loans are net of unaccreted discount, unamortized deferred fees
and undisbursed loan funds.
See Note 5 our Consolidated Financial Statements
Match Funded Assets. Our match funded assets were comprised of the
following at the dates indicated:
December 31,
---------------------------------------------
2002 2001 2000
---------- ---------- ----------
Single family residential loans.......................................... $ 38,129 $ 53,123 $ 80,834
Allowance for loan losses................................................ (144) (170) (285)
---------- ---------- ----------
Match funded loans, net............................................... 37,985 52,953 80,549
---------- ---------- ----------
Match funded securities.................................................. 8,057 19,435 36,438
---------- ---------- ----------
Match funded advances on loans serviced for others:
Principal and interest................................................ 66,524 65,705 --
Taxes and insurance................................................... 30,301 21,900 --
Other................................................................. 24,877 14,358 --
---------- ---------- ----------
121,702 101,963 --
---------- ---------- ----------
$ 167,744 $ 174,351 $ 116,987
========== ========== ==========
We acquired single family residential match funded loans in connection
with our acquisition of OAC. OAC had previously securitized these loans and
transferred them to a real estate mortgage investment conduit on November 13,
1998. The transfer did not qualify as a sale for accounting purposes since we
retained effective control of the loans transferred. Accordingly, we report the
proceeds we received from the transfer as a secured borrowing with pledge of
collateral (bonds-match funded agreements). Non-performing loans
50
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
amounted to $3,120, $4,405 and $2,831 at December 31, 2002, 2001 and 2000,
respectively. The declines in the balance during 2002 and 2001 were due to
repayment of loan principal.
Match funded securities resulted from our transfer of unrated residual
securities to a trust on December 16, 1999 in exchange for non-recourse notes.
The transfer did not qualify as a sale for accounting purposes since we retained
effective control over the securities transferred. Accordingly, we reported the
amount of proceeds that we received from the transfer as a secured borrowing
with pledge of collateral (bonds-match funded agreements). The declines in the
balance during 2002 and 2001 were primarily due to principal repayments. The
following table presents information regarding our match funded securities
summarized by classification and rating:
Anticipated
Original Anticipated Weighted
Anticipated Yield to Average
Yield to Maturity at Remaining
Fair Value Percent Owned Maturity 12/31/02 (1) Coupon Life(2)
---------- ------------- -------- ------------ ------ -------
Unrated residuals............... $ 8,057 100.00% 17.47% 3.61% N/A 6.44 years
==========
(1) Changes in the December 31, 2002 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, 2002
book value.
The following table sets forth the principal amount of mortgage loans
by the geographic location of the property securing the mortgages that underlie
our match funded securities at December 31, 2002:
Description California Florida Illinois New York Oregon Other (1) Total
- ----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Single family residential............... $ 27,014 $ 22,117 $ 9,675 $ 8,433 $ 8,051 $ 114,939 $ 190,229
Multi-family............................ 1,033 310 397 421 -- 3,075 5,236
---------- ---------- ---------- ---------- ---------- ---------- ----------
$ 28,047 $ 22,427 $ 10,072 $ 8,854 $ 8,051 $ 118,014 $ 195,465
========== ========== ========== ========== ========== ========== ==========
Percentage of total..................... 14.35% 11.47% 5.15% 4.53% 4.12% 60.38% 100.00%
========== ========== ========== ========== ========== ========== ==========
(1) Consists of properties located in 44 other states, none of which
aggregated over $6,943 in any one state.
Match funded advances on loans serviced for others resulted from our
transfer of certain residential loan servicing related advances to a third party
in exchange for cash. The transfer did not qualify as a sale for accounting
purposes since we retained effective control of the advances. Accordingly, we
report the amount of proceeds we received from the sale as a secured borrowing
with pledge of collateral (bonds-match funded agreements.) See "Bonds-Match
Funded Agreements" and Note 6 to our Consolidated Financial Statements.
51
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Allowances for Loan Losses. As discussed in the "Results of Operations
- - Provision for Loan Losses" section, we maintain an allowance for loan losses
for each of our loans at a level which we consider adequate to provide for
probable losses based upon an evaluation of known and inherent risks. The
following tables set forth (a) the breakdown of the allowance for loan losses on
our loans by loan category and (b) the percentage of loans in each category to
total loans in the respective categories at the dates indicated:
December 31,
--------------------------------------------------------------------------
2002 2001 2000 1999 1998
----------- ----------- ----------- ----------- -----------
Amount
Loans
Single family residential loans........... $ 154 $ 3,401 $ 3,493 $ 11,168 $ 10,522
Multi-family residential loans............ 6,637 2,186 2,798 3,403 5,171
Nonresidential real estate loans.......... 13,970 4,827 8,210 10,602 10,637
Other loans (1)........................... -- -- 8,778 1,267 --
----------- ----------- ----------- ----------- -----------
$ 20,761 $ 10,414 $ 23,279 $ 26,440 $ 26,330
=========== =========== =========== =========== ===========
Match funded loans
Single family residential loans........... $ 144 $ 170 $ 285 $ 495 $ --
=========== =========== =========== =========== ===========
(1) Allowance for loan losses on other discount loans pertains to our
charged-off unsecured credit card receivables acquired at a discount.
December 31,
-------------------------------------------------------------------------
2002 2001 2000 1999 1998
---------- ---------- ---------- ---------- ----------
Percentage of Loans to Total Loans
Loans
Single family residential loans........... 1.6% 21.3% 34.2% 43.7% 44.0%
Multi-family residential loans............ 25.4 15.2 20.6 18.4 19.9
Nonresidential real estate loans.......... 73.0 63.5 42.6 36.5 35.5
Other loans............................... -- -- 2.6 1.4 0.6
---------- ---------- ---------- ---------- ----------
100.0% 100.0% 100.0% 100.0% 100.0%
========== ========== ========== ========== ==========
The allocation of the allowance to each category is not necessarily
indicative of future losses and does not restrict our use of the allowance to
absorb losses in any other category.
The following table sets forth an analysis of activity in the allowance
for loan losses relating to our loans during the periods indicated:
Years Ended December 31,
----------------------------------------------------------------------
2002 2001 2000 1999 1998
---------- ---------- ---------- ---------- ----------
Balance at beginning of period.................... $ 10,414 $ 23,279 $ 26,440 $ 26,330 $ 27,188
Provision for loan losses......................... 13,655 15,478 15,270 7,070 18,509
Charge-offs
Single family residential loans................ (974) (5,964) (7,132) (4,417) (14,786)
Multi-family residential loans................. (233) (872) (2,550) (912) (2,648)
Nonresidential real estate loans............... (2,549) (11,654) (9,386) (2,687) (2,888)
Other loans.................................... -- (10,337) -- (44) (27)
---------- ---------- ---------- ---------- ----------
Total charge-offs........................... (3,756) (28,827) (19,068) (8,060) (20,349)
---------- ---------- ---------- ---------- ----------
Recoveries
Single family residential loans................ 279 391 616 397 421
Nonresidential real estate loans............... 169 93 21 -- 561
---------- ------------ ---------- ---------- ----------
Total recoveries............................ 448 484 637 397 982
---------- ---------- ---------- ---------- ----------
Net charge-offs............................. (3,308) (28,343) (18,431) (7,663) (19,367)
---------- ---------- ---------- ---------- ----------
Acquired allowance (OAC acquisition).............. -- -- -- 703 --
---------- ---------- ---------- ---------- ----------
Balance at end of period.......................... $ 20,761 $ 10,414 $ 23,279 $ 26,440 $ 26,330
========== ========== ========== ========== ==========
52
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Real Estate Owned, Net. Real estate owned, net, has been declining
since 1998 as sales more than offset loan foreclosures during those years. At
December 31, 2002 our portfolio of real estate owned consisted of only 55
properties. Declines in our originations and acquisitions of loans (none since
2000) have contributed to the decline in foreclosures. Our real estate owned
consists almost entirely of properties we acquired by foreclosure or
deed-in-lieu thereof on loans we previously acquired at a discount.
The following table sets forth the composition of our real estate owned
by property type at the dates indicated:
December 31,
-----------------------------------------------------------------------
2002 2001 2000 1999 1998
---------- ---------- ---------- ---------- ----------
Single family.............................. $ 1,886 $ 16,424 $ 56,679 $ 78,172 $ 98,831
Multi-family............................... -- -- 150 2,602 20,130
Nonresidential............................. 60,153 94,041 89,590 86,732 82,590
---------- ---------- ---------- ---------- ----------
$ 62,039 $ 110,465 $ 146,419 $ 167,506 $ 201,551
========== ========== ========== ========== ==========
The following tables set forth the activity in our real estate owned
during the years indicated:
2002 2001 2000 1999 1998
---------- ---------- ---------- ---------- ----------
Amount
Balance at beginning of period......................... $ 110,465 $ 146,419 $ 167,506 $ 201,551 $ 167,265
Properties acquired through foreclosure or
deed-in-lieu thereof:
Loans................................................ 16,000 92,949 201,010 220,775 391,238
Less discount transferred............................ (6,756) (35,698) (60,246) (63,664) (110,716)
Add advances transferred............................. 248 6,790 11,741 13,308 16,551
---------- ---------- ---------- ---------- ----------
9,492 64,041 152,505 170,419 297,073
---------- ---------- ---------- ---------- ----------
Capital improvements................................... 2,298 12,737 6,775 37 808
Acquired in connection with acquisitions of loans...... -- -- 9,059 47,808 19,949
Sales.................................................. (53,670) (111,776) (188,465) (250,453) (280,565)
Increase in valuation allowance........................ (6,546) (956) (961) (1,856) (2,979)
---------- ---------- ---------- ---------- ----------
Balance at end of period............................... $ 62,039 $ 110,465 $ 146,419 $ 167,506 $ 201,551
========== ========== ========== ========== ==========
2002 2001 2000 1999 1998
---------- ---------- ---------- ---------- ----------
Number of Properties
Balance at beginning of period......................... 391 1,298 1,672 1,999 1,505
Properties acquired through foreclosure or
deed-in-lieu thereof.................................. 21 747 2,455 2,534 3,278
Acquired in connection with acquisitions of loans...... -- -- 171 931 303
Sales.................................................. (357) (1,654) (3,000) (3,792) (3,087)
---------- ---------- ---------- ---------- ----------
Balance at end of period............................... 55 391 1,298 1,672 1,999
========== ========== ========== ========== ==========
53
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following tables set forth the amount of time that we have held our
real estate owned at the dates indicated:
December 31, 2002 Nonresidential Single Family Multi-family Total
--------------------- -------------------- --------------------- ----------------------
Net Book Net Book Net Book Net Book
Holding Period Value Count Value Count Value Count Value Count
-------- -------- --------- -------- --------- -------- --------- --------
One to six months............. $ -- -- $ -- -- $ -- -- $ -- --
Seven to 12 months............ -- -- 176 3 -- -- 176 3
13 to 24 months............... 18,616 4 609 19 -- -- 19,225 23
Over 24 months................ 41,537 2 1,101 27 -- -- 42,638 29
-------- -------- --------- -------- --------- -------- --------- --------
$ 60,153 6 $ 1,886 49 $ -- -- $ 62,039 55
======== ======== ========= ======== ========= ======== ========= ========
December 31, 2001 Nonresidential Single Family Multi-family Total
--------------------- -------------------- --------------------- ----------------------
Net Book Net Book Net Book Net Book
Holding Period Value Count Value Count Value Count Value Count
-------- -------- --------- -------- --------- -------- --------- --------
One to six months............. $ -- -- $ 6,150 148 $ -- -- $ 6,150 148
Seven to 12 months............ 21,607 4 5,815 127 -- -- 27,422 131
13 to 24 months............... 377 1 3,837 86 -- -- 4,214 87
Over 24 months................ 72,057 6 622 19 -- -- 72,679 25
-------- -------- --------- -------- --------- -------- --------- --------
$ 94,041 11 $ 16,424 380 $ -- -- $ 110,465 391
======== ======== ========= ======== ========= ======== ========= ========
December 31, 2000 Nonresidential Single Family Multi-family Total
--------------------- -------------------- --------------------- ----------------------
Net Book Net Book Net Book Net Book
Holding Period Value Count Value Count Value Count Value Count
-------- -------- --------- -------- --------- -------- --------- --------
One to six months............. $ 1,436 4 $ 37,340 804 $ -- -- $ 38,776 808
Seven to 12 months............ 4,254 3 14,172 357 -- -- 18,426 360
13 to 24 months............... 19,702 5 4,581 110 16 1 24,299 116
Over 24 months................ 64,198 7 586 6 134 1 64,918 14
-------- -------- --------- -------- --------- -------- --------- --------
$ 89,590 19 $ 56,679 1,277 $ 150 2 $ 146,419 1,298
======== ======== ========= ======== ========= ======== ========= ========
We actively manage our real estate owned. Our sales of real estate
owned resulted in losses, net of the provision for loss, of $(16,582), $(3,655)
and $(4,159) during 2002, 2001 and 2000, respectively, which are included in
determining our total net gain (loss) on real estate owned. Nonresidential real
estate owned that we have held in excess of 24 months at December 31, 2002
primarily consisted of a single large retail shopping mall with a carrying value
of $41,000. As anticipated, this property migrated into the over 24 month
category in 2000 because it was being repositioned for sale. Nonresidential
properties held for 13 to 24 months as of December 31, 2002 consisted of four
hotels, one of which was sold in January 2003 and had a carrying value of
$5,801. The average period during which we held the real estate owned which was
sold during the years ended December 31, 2002, 2001 and 2000, was 13 months, 8
months and 7 months, respectively.
We value properties acquired through foreclosure or by deed-in-lieu
thereof at the lower of amortized cost or fair value less costs of disposition.
We periodically reevaluate properties included in the our real estate owned
portfolio to determine that we are carrying them at the lower of cost or fair
value less estimated costs to sell. We record holding and maintenance costs we
incur related to properties as expenses in the period incurred. We recognize
decreases in value in real estate owned after acquisition as a valuation
allowance. We reflect subsequent increases related to the valuation of real
estate owned as a reduction in the valuation allowance, but not below zero. We
charge or credit to income, respectively, increases and decreases in the
valuation allowance.
54
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table sets forth the activity, in aggregate, in the
valuation allowance on our real estate owned during the years indicated:
2002 2001 2000 1999 1998
---------- ---------- ---------- ---------- ----------
Balance at beginning of year...................... $ 19,098 $ 18,142 $ 17,181 $ 15,325 $ 12,346
Provisions for losses............................. 19,685 17,766 26,674 28,008 18,626
Charge-offs....................................... (5,304) (2,352) (4,129) (8,012) (2,028)
Sales............................................. (7,835) (14,458) (21,584) (18,140) (13,619)
---------- ---------- ---------- ---------- ----------
Balance at end of year............................ $ 25,644 $ 19,098 $ 18,142 $ 17,181 $ 15,325
========== ========== ========== ========== ==========
Valuation allowance as a percentage of total
gross real estate owned (1).................... 29.25% 14.74% 11.02% 9.30% 7.07%
(1) The increase in this ratio since 1998 reflects an increasing valuation
allowance and a declining balance of gross real estate owned. The
valuation allowance has not declined proportionately primarily because
of the large retail shopping mall we are repositioning for sale, as
discussed above. The valuation allowance on this property amounted to
$21,053 at December 31, 2002.
See Note 7 to our Consolidated Financial Statements.
Advances on Loans and Loans Serviced for Others. Advances related to
our loan portfolios and loans we serviced for others consisted of the following
at the dates indicated:
December 31,
----------------------------------------------------
2002 2001 2000
----------- ----------- -----------
Loans
Taxes and insurance..................................... $ 136 $ 2,214 $ 11,168
Other................................................... 502 4,135 11,840
----------- ----------- -----------
638 6,349 23,008
----------- ----------- -----------
Loans serviced for others
Principal and interest.................................. 63,326 107,319 95,191
Taxes and insurance..................................... 117,937 99,972 64,159
Other................................................... 84,455 69,543 44,697
----------- ----------- -----------
265,718 276,834 204,047
----------- ----------- -----------
$ 266,356 $ 283,183 $ 227,055
=========== =========== ===========
The decline in advances on loans reflects the decline in our investment
in loans. See "Changes in Financial Condition - Loans, Net". The balances of
advances on loans serviced for others do not include match funded advances that
are transferred to a third party in a transaction that does not qualify as a
sale for accounting purposes and that we account for as a secured borrowing. See
"Changes in Financial Condition - Match Funded Assets".
Mortgage Servicing Rights. The unamortized balance of mortgage
servicing rights is primarily residential. The increase in our investment
reflects the growth of our residential loan servicing business through purchases
of rights to service loans for others. See "Results of Operations - Non-Interest
Income - Servicing and Other Fees" and Note 9 to our Consolidated Financial
Statements.
December 31,
----------------------------------------------------
2002 2001 2000
----------- ----------- -----------
Balance at beginning of period............................... $ 101,107 $ 51,426 $ 11,683
Purchases.................................................... 128,891 79,522 49,779
Amortization................................................. (58,153) (29,841) (10,036)
Sale......................................................... (234) -- --
----------- ----------- -----------
Balance at end of period..................................... $ 171,611 $ 101,107 $ 51,426
=========== =========== ===========
55
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
At December 31, 2002, we serviced loans under approximately 275
servicing agreements for 21 clients. Purchases during 2002 were all residential
and $65,800 were acquired under flow agreements with third party lenders whereby
we have committed to purchase newly originated mortgage servicing rights up to
an agreed upon aggregate amount.
Other Assets. Other assets consisted of the following at the dates
indicated:
December 31,
---------------------------------------
2002 2001 2000
--------- --------- ---------
Accounts receivable
Affordable housing sales, net (1)............................................ $ 40,299 $ 13,230 $ --
Trade, net (2)............................................................... 10,819 10,722 3,862
Other........................................................................ 4,665 5,288 2,445
--------- --------- ---------
55,783 29,240 6,307
Rent receivable................................................................. 1,586 1,647 3,215
Accrued interest receivable..................................................... 734 3,481 6,896
Loan acquisition costs.......................................................... -- -- 2,988
Intangible assets, net.......................................................... 4,010 6,059 7,210
Goodwill, net................................................................... 1,618 6,971 10,083
Deferred debt issuance costs, net............................................... 2,202 3,983 6,391
Investment securities, at cost.................................................. 5,361 4,659 13,257
Deferred tax asset, net (3)..................................................... 8,387 8,411 95,991
Other........................................................................... 7,708 7,582 9,506
--------- --------- ---------
$ 87,389 $ 72,033 $ 161,844
========= ========= =========
(1) Represents uncollected proceeds from the sale of Affordable Housing
Properties. See "Changes in Financial Condition - Affordable Housing
Properties".
(2) Trade receivables are principally generated by the operations of our
Residential Loan Servicing, OTX, Ocwen Realty Advisors and Unsecured
Collections business segments.
(3) Deferred tax assets are net of valuation allowances of $199,270,
$165,221 and $58,873, respectively. See "Results of Operations - Income
Tax Expense (Benefit)".
56
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Deposits. Our deposits decreased during 2001 and 2000 primarily as a
result of maturing brokered certificates of deposits. We did not issue any new
brokered certificates of deposit during 2002 or 2001 and, at this time, do not
intend to issue any such deposits in the foreseeable future. We plan to retain
non-brokered deposits as a source of financing our operations.
The following table sets forth information related to our deposits at
the dates indicated:
Years Ended December 31,
--------------------------------------------------------------------------------------------
2002 2001 2000
------------------------------ ---------------------------- ------------------------------
Weighted % of Weighted % of Weighted % of
Average Total Average Total Average Total
Amount Rate Deposits Amount Rate Deposits Amount Rate Deposits
--------- -------- -------- -------- -------- -------- ---------- -------- --------
Non interest- bearing
checking accounts............ $ 4,378 --% 1.0% $ 5,624 --% 0.8% $ 13,523 --% 1.1%
NOW and money market
checking accounts............ 17,720 1.20% 4.2 15,479 1.44% 2.4 14,670 5.18% 1.2
Savings accounts................ 1,592 1.00% 0.4 1,287 1.25% 0.2 1,274 2.38% 0.1
--------- ------- -------- ------- ---------- -------
23,690 5.6 22,390 3.4 29,467 2.4
--------- -------- ----------
Certificates of deposit (1)(2) 402,917 636,037 1,176,566
Unamortized deferred fees....... (637) (1,549) (3,989)
--------- -------- ----------
Total certificates of deposit... 402,280 4.89% 94.4 634,488 6.06% 96.6 1,172,577 6.34% 97.6
--------- ------- -------- ------- ---------- -------
$ 425,970 100.0% 656,878 100.0% $1,202,044 100.0%
========= ======= ======== ======= ========== =======
(1) Included $198,248, $484,698 and $968,432 at December 31, 2002, 2001 and
2000, respectively, of brokered deposits originated through national,
regional and local investment banking firms which solicit deposits from
their customers, all of which are non-cancelable. Certificates of
deposit with a face value of $18,194, which carry an interest rate of
6% and mature December 16, 2008, are callable on their semiannual
interest payment dates with thirty days notice.
(2) At December 31, 2002, 2001 and 2000, certificates of deposit with
outstanding balances of $100 or more amounted to $125,451, $82,771 and
$125,820, respectively. Of the $125,451 of uninsured deposits at
December 31, 2002, $49,507 were from political subdivisions in New
Jersey and were secured or collateralized as required under state law.
The following table sets forth remaining maturities for our term
deposits in amounts of $100 or more at December 31, 2002:
Matures within three months........................................ $ 47,505
Matures after three months through six months...................... 28,782
Matures after six months through twelve months..................... 34,258
Matures after twelve months........................................ 14,906
--------
$125,451
========
Escrow Deposits on Loans and Loans Serviced for Others. Escrow deposits
on our loans and loans we serviced for others amounted to $84,986, $73,565 and
$56,316 at December 31, 2002, 2001 and 2000, respectively. The balance consisted
principally of custodial deposit balances representing collections that we made
from borrowers for the payment of taxes and insurance premiums on mortgage
properties underlying loans that we serviced for others. The balance has
increased principally because of an increase in loans we serviced for others.
See "Results of Operations - Non-Interest Income - Servicing and Other Fees."
57
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Bonds-Match Funded Agreements. Bonds-match funded agreements represent
proceeds received from transfers of loans, residual securities and advances on
our loans serviced for others. Because we retained effective control over the
assets transferred, these transfers did not qualify as sales for accounting
purposes and, therefore, we report them as secured borrowings with pledges of
collateral. Our bonds-match funded agreements were comprised of the following at
the dates indicated:
December 31,
--------------------------------------------
Collateral Interest rate 2002 2001 2000
- ----------------------------------------- ------------------------------- ------------ ------------ ------------
Single family residential loans (1) LIBOR plus 65-70 basis points $ 32,217 $ 46,145 $ 72,101
Unrated residual securities (1) 9.50% 8,057 18,997 34,949
Advances on loans serviced for others (2) LIBOR plus 160 basis points 106,797 91,766 --
------------ ------------ ------------
$ 147,071 $ 156,908 $ 107,050
============ ============ ============
(1) The decline in the outstanding balance was primarily due to principal
repayments.
(2) Under the terms of the agreement, we are eligible to sell additional
advances on loans serviced for others up to a maximum balance of
$200,000.
See "Changes in Financial Condition - Bonds-Match Funded Assets",
"Liquidity, Commitments and Off-Balance Sheet Risks - Liquidity".
Notes, Debentures and Other Interest-Bearing Obligations. Notes,
debentures and other interest-bearing obligations mature as follows:
December 31,
---------------------------------------------
2002 2001 2000
----------- ----------- -----------
2003:
11.875% Notes due October 1 (1)............................................. $ 43,475 $ 87,025 $ 100,050
Loan due September 30 (LIBOR plus 250 basis-points or a minimum of 8%) (2).. 4,235 -- --
2004:
Loan due May 24 (LIBOR plus 250 basis points) (2)........................... -- 6,235 6,235
2005:
12% Subordinated Debentures due June 15 (3)................................. 33,500 67,000 67,000
11.5% Redeemable Notes due July 1 (4)....................................... -- 45 45
----------- ----------- -----------
$ 81,210 $ 160,305 $ 173,330
=========== =========== ===========
(1) On November 26, 2002 we exercised our redemption option and called
$40,000 of these notes at a price of 102.969%. Earlier during 2002, we
repurchased $3,550 of these notes in the open market. The $13,025
decline in the outstanding balance during 2001 was due to repurchases
in the open market.
(2) In connection with the sale of three assisted living facilities during
the third quarter of 2002, we repaid the loan due May 24, 2004 and
entered into a new loan due September 30, 2003. The new loan is secured
by the loan for $9,153 that we made to facilitate the sale of the
assisted living facilities. See "Changes in Financial Condition -
Loans, Net" and "- Real Estate Held for Sale."
(3) On November 26, 2002 we exercised our redemption option and called
$33,500 of these debentures at a price of 102.667%.
(4) On November 5, 2002 we exercised our redemption option and called the
remaining balance of these notes at a price of 105.75%.
For additional information regarding our notes and debentures, see
"Results of Operations - Gain (Loss) on Repurchase of Debt" and Note 16 to our
Consolidated Financial Statements.
58
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Obligations Outstanding Under Lines of Credit. We have obtained secured
line of credit arrangements from unaffiliated financial institutions as follows
at the dates indicated:
Balance Amount of Committed Maturity
Collateral Outstanding Facility Amount Date Interest Rate(1)
- ---------------------------------- ------------- ----------- ----------- ------------- --------------------------
December 31, 2002
Advances on loans serviced for
others......................... $ 78,511 $ 100,000 $ 78,511 April 2003 LIBOR + 200 basis points
=========
December 31, 2001
Real estate investments and
commercial loans............... $ 32,463 $ 200,000 $ 115,580 June 2002 LIBOR + 240 basis points
Advances on loans serviced for
others......................... 51,841 $ 100,000 $ 51,841 October 2002 LIBOR + 200 basis points
---------
$ 84,304
=========
December 31, 2000
Real estate investments and
commercial loans............... $ 32,933 $ 200,000 $ 115,580 June 2001 LIBOR + 240 basis points
=========
(1) 1-month LIBOR was 1.38%, 1.87% and 6.57% at December 31, 2002, 2001 and
2000, respectively.
The lines of credit collateralized by real estate investments and
commercial loans expired and were repaid in May 2002. Lines of credit secured by
advances on loans serviced for others were entered into during April 2001 to
fund advances purchased in connection with our acquisition of rights to services
loans for others. See Note 15 to our Consolidated Financial Statements.
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 $56,249, $61,159, $79,530, respectively, at December 31, 2002, 2001 and 2000.
During 2002, 2001 and 2000, we repurchased $4,910, $18,371 and $30,470,
respectively, of our Capital Securities in the open market. See "Results of
Operations -Gain (loss) on Repurchase of Debt, Net of Taxes" and Note 19 to our
Consolidated Financial Statements.
Minority Interest in Subsidiaries. Minority interest of $1,778 at
December 31, 2002, represents the investment by others in Global Servicing
Solutions, LLC, which we formed during the third quarter of 2002 to establish,
license and operate distressed asset management servicing companies in various
countries around the world. See the Principles of Consolidation section of Note
1 to our Consolidated Financial Statements.
Stockholders' Equity. Stockholders' equity amounted to $310,718 at
December 31, 2002 as compared to $379,106 at December 31, 2001 and $503,426 at
December 31, 2000. The $68,388 and $124,320 declines in equity during 2002 and
2001, respectively, were primarily due to the $68,775 and $124,782 of net loss
we incurred for those years. See Consolidated Statements of Changes in
Stockholders' Equity and Notes 1 and 22 to our Consolidated Financial
Statements.
Asset and Liability Management
Asset and liability management is concerned with the timing and
magnitude of the repricing of assets and liabilities. Our objective is to
attempt to control risks associated with interest rate and foreign currency
exchange rate movements. In general, our strategy is to match our asset and
liability balances within maturity categories and to manage our foreign currency
rate exposure related to our investments in non-U.S. dollar functional currency
operations to limit our exposure to earnings variations and variations in the
value of our assets and liabilities as interest rates and foreign currency
exchange rates change over time. Our Asset/Liability Management Committee (the
"Committee"), which is composed of our officers, formulates and monitors our
asset and liability management strategy in accordance with policies approved by
our Board of Directors. The Committee meets to review, among other things, the
sensitivity of the our 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
59
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
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 our 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
our interest-earning assets and interest-bearing liabilities at December 31,
2002. We determined the amounts of our assets and liabilities shown within a
particular period in accordance with the contractual terms of the assets and
liabilities, with the following exceptions:
o We include adjustable-rate loans, performing discount loans,
securities and FHLB advances in the period in which they are first
scheduled to adjust and not in the period in which they mature.
o Fixed-rate mortgage-related securities reflect prepayments that
were estimated using a prepayment model, broker estimates and
empirical data.
o Non-performing discount loans reflect the estimated timing of
resolutions that result in repayment to us.
o NOW and money market checking deposits and savings deposits, which
do not have contractual maturities, reflect estimated levels of
attrition, which we based on detailed studies of each such
category of deposit.
o We exclude escrow deposits on loans and loans serviced for others
and other non interest-bearing checking accounts, which amounted
to $89,364 at December 31, 2002.
60
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
We believe that these assumptions approximate actual experience and
consider them reasonable; however, the interest rate sensitivity of our assets
and liabilities in the table could vary substantially if we were to use
different assumptions or actual experience differs from the historical
experience on which we based the assumptions.
December 31, 2002
------------------------------------------------------------------------
Four to More Than
Within Three Twelve One Year to Three Years
Months Months Three Years and Over Total
------------ ------------ ------------ ------------ ------------
Rate-Sensitive Assets:
Interest-earning deposits...................... $ 30,649 $ -- $ -- $ -- $ 30,649
Federal funds sold............................ 85,000 -- -- -- 85,000
Trading securities............................. 12,991 14,954 15,408 15,542 58,895
Investment securities, net..................... 5,361 -- -- -- 5,361
Loans, net (1)................................. 36,178 13,165 27,222 292 76,857
Match funded assets, net (1)(2)................ 1,494 17,198 14,603 12,747 46,042
------------ ------------ ------------ ------------ ------------
Total rate-sensitive assets................... 171,673 45,317 57,233 28,581 302,804
------------ ------------ ------------ ------------ ------------
Rate-Sensitive Liabilities:
NOW and money market checking deposits......... 16,008 196 420 1,096 17,720
Savings deposits............................... 112 228 451 801 1,592
Certificates of deposit........................ 93,402 175,912 107,503 25,463 402,280
------------ ------------ ------------ ------------ ------------
Total interest-bearing deposits................ 109,522 176,336 108,374 27,360 421,592
Bonds-match funded agreements.................. 141,011 5,450 610 -- 147,071
Obligations outstanding under lines of credit.. 78,511 -- -- -- 78,511
Notes, debentures and other.................... 4,235 43,475 33,500 -- 81,210
------------ ------------ ------------ ------------ ------------
Total rate-sensitive liabilities.............. 333,279 225,261 142,484 27,360 728,384
------------ ------------ ------------ ------------ ------------
Interest rate sensitivity gap excluding
financial instruments......................... (161,606) (179,944) (85,251) 1,221 (425,580)
Financial Instruments:
Interest rate caps............................... -- -- -- -- --
Interest rate floors............................. -- 592 -- -- 592
------------ ------------ ------------ ------------ ------------
Total rate-sensitive financial instruments....... -- 592 -- -- 592
------------ ------------ ------------ ------------ ------------
Interest rate sensitivity gap including
financial instruments......................... $ (161,606) $ (179,352) $ (85,251) $ 1,221 $ (424,988)
============= ============ ============ ============ ============
Cumulative interest rate sensitivity gap (3)..... $ (161,606) $ (340,958) $ (426,209) $ (424,988)
============= ============ ============ ============
Cumulative interest rate sensitivity gap as a
percentage of total rate-sensitive assets...... (53.37)% (112.60)% (140.75)% (140.35)%
As of December 31, 2001
Cumulative interest rate sensitivity gap (3)..... $ (101,120) $ (186,507) $ (364,383) $ (405,605)
============ ============ ============ =============
Cumulative interest rate sensitivity gap on a
percentage of total rate-sensitive assets...... (14.06)% (25.68)% (50.18)% (55.86)%
(1) Balances have not been reduced for non-performing loans.
(2) Excludes match funded advances on loans serviced for others, which do
not earn interest, of $121,702 at December 31, 2002.
(3) We have experienced an increasingly large negative interest rate
sensitivity gap in recent years. This change has been the result of
both our acquisition of OAC and our change in strategic focus away from
capital-intensive businesses and into fee-based sources of income. The
result has been an increase in the relative amount of our
noninterest-bearing assets, such as real estate assets and loan
servicing assets that are funded by interest-bearing liabilities.
Consequently, the amount of the negative interest rate sensitivity gap
may continue to increase as we continue our transition to fee-based
businesses.
61
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, as applied to Ocwen
Financial Corporation and its subsidiaries, are as follows at December 31, 2002:
Board Limits Current
Rate Shock in basis points (minimum NPV Ratios) NPV Ratios
- -------------------------- -------------------------- ------------------------
+300 5.00% 30.38%
+200 6.00% 30.22%
+100 7.00% 30.06%
0 8.00% 29.91%
-100 7.00% 29.82%
-200 6.00% 29.77%
-300 5.00% 29.88%
The Committee also regularly reviews interest rate risk by forecasting
the impact of alternative interest rate environments on net interest income or
expense 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, as applied to Ocwen Financial Corporation and its subsidiaries. The
following table quantifies the potential changes in net interest expense 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. We
calculate the cash flows associated with the loan portfolios and securities
available for sale based on prepayment and default rates that vary by asset. We
generate projected losses, as well as prepayments, based upon the actual
experience with the subject pool, as well as similar, more seasoned pools. To
the extent available, we use loan characteristics such as loan-to-value ratio,
interest rate, credit history, prepayment penalty terms and product types to
produce the projected loss and prepayment assumptions that are included in the
cash flow projections of the securities. When we shock interest rates we further
adjust these projected loss and prepayment assumptions. The base interest rate
scenario assumes interest rates at December 31, 2002. Actual results of Ocwen
Financial Corporation and its subsidiaries could differ significantly from the
results estimated in the following table:
Estimated Changes in
----------------------------------------------------
Rate Shock in basis points Net Interest NPV
- -------------------------- -------------------------- ------------------------
+300 91.68% 0.35%
+200 61.12% 0.23%
+100 30.56% 0.11%
0 0.00% 0.00%
-100 (30.56)% 0.12%
-200 (61.12)% 0.31%
-300 (91.68)% 1.02%
62
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
The following table shows our financial instruments that are sensitive
to changes in interest rates, categorized by expected maturity or repricing
characteristics, and the fair values of those instruments at December 31, 2002:
Expected Maturity Date At December 31, 2002 (1)
--------------------------------------------------------------------------------------
Total Fair
2003 2004 2005 2006 2007 Thereafter Balance Value
--------- --------- --------- --------- --------- ---------- --------- ---------
Rate-Sensitive Assets:
Interest-earning deposits........... $ 30,649 $ -- $ -- $ -- $ -- $ -- $ 30,649 $ 30,649
Average interest rate............. 1.20% --% --% --% --% --% 1.20%
Federal funds....................... 85,000 -- -- -- -- -- 85,000 85,000
Average interest rate............. 1.25% --% --% --% --% --% 1.25%
Trading securities.................. 27,946 8,486 6,922 4,364 3,006 8,171 58,895 58,895
Average interest rate............. 5.44% 14.49% 12.33% 13.91% 15.45% 18.56% 10.51%
Investment securities, net 5,361 -- -- -- -- -- 5,361 5,361
Average interest rate............. 0.84% --% --% --% --% --% 0.84%
Loans, net (2)...................... 49,342 26,971 251 171 16 106 76,857 89,957
Average interest rate............. 7.82% 10.52% 9.54% 9.57% 10.40% 10.24% 8.78%
Match funded assets (2)(3).......... 18,692 12,317 2,287 1,663 1,472 9,611 46,042 46,098
Average interest rate............. 7.62% 9.50% 9.50% 9.51% 12.00% 12.00% 7.68%
--------- --------- --------- --------- --------- --------- --------- ---------
Total rate-sensitive assets..... $ 216,990 $ 47,774 $ 9,460 $ 6,198 $ 4,494 $ 17,888 $ 302,804 $ 315,960
========= ========= ========= ========= ========= ========= ========= =========
Rate-Sensitive Liabilities:
NOW and money market checking
deposits........................ $ 16,204 $ 227 $ 193 $ 164 $ 140 $ 792 $ 17,720 $ 17,384
Average interest rate............. 1.46% 0.48% 0.48% 0.48% 0.48% 0.48% 1.37%
Savings deposits.................... 340 250 200 160 128 514 1,592 1,517
Average interest rate............. 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Certificates of deposit............. 269,315 78,467 29,036 1,528 3,945 19,989 402,280 416,082
Average interest rate............. 4.35% 5.86% 6.58% 5.30% 4.94% 5.94% 4.89%
--------- --------- --------- --------- --------- --------- --------- ---------
Total interest-bearing deposits. 285,859 78,944 29,429 1,852 4,213 21,295 421,592 434,983
Bonds-match funded agreements....... 146,461 610 -- -- -- -- 147,071 147,091
Average interest rate............. 3.14% 9.50% --% --% --% --% 3.16%
Obligations outstanding under
lines of credit................... 78,511 -- -- -- -- -- 78,511 78,511
Average interest rate............. 3.44% --% --% --% --% --% 3.44%
Notes, debentures and other......... 47,710 -- 33,500 -- -- -- 81,210 82,749
Average interest rate............. 11.53% --% 12.00% --% --% --% 11.72%
--------- --------- --------- --------- --------- --------- --------- ---------
Total rate-sensitive
liabilities.................. $ 558,541 $ 79,554 $ 62,929 $ 1,852 $ 4,213 $ 21,295 $ 728,384 $ 743,334
========= ========= ========= ========= ========= ========= ========= =========
(1) Expected maturities are contractual maturities adjusted for prepayments
of principal. We use certain assumptions to estimate fair values and
expected maturities. For assets, expected maturities are based upon
contractual maturity, projected repayments and prepayments of
principal. We base the prepayment experience reflected herein on our
historical experience. Our average Constant Prepayment Rate ("CPR") is
18.40 and 27.17% on our 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 our historical experience.
(2) We have not reduced balances for non-performing loans.
(3) Excludes match funded advances on loans serviced for others, which do
not earn interest, of $121,702 at December 31, 2002.
(4) The expected maturity or repricing dates of interest rate-sensitive
assets and liabilities as of December 31, 2002, 2001 and 2000 compare
as follows:
63
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
1st Year 2nd Year 3rd Year 4th Year 5th Year Thereafter Total
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total rate-sensitive assets:
2002
Amount......................... $ 216,990 $ 47,774 $ 9,460 $ 6,198 $ 4,494 $ 17,888 $ 302,804
% of total................... 71.66% 15.78% 3.12% 2.05% 1.48% 5.91% 100.00%
2001:
Amount......................... $ 563,761 $ 67,274 $ 20,843 $ 11,700 $ 10,587 $ 52,002 $ 726,167
% of total................... 77.64% 9.26% 2.87% 1.61% 1.46% 7.16% 100.00%
Total rate-sensitive liabilities:
2002
Amount......................... $ 558,541 $ 79,554 $ 62,929 $ 1,852 $ 4,213 $ 21,295 $ 728,384
% of total................... 76.69% 10.92% 8.64% 0.25% 0.58% 2.92% 100.00%
2001:
Amount......................... $ 750,269 $ 204,721 $ 61,675 $ 93,035 $ 1,347 $ 21,129 $1,132,176
% of total................... 66.27% 18.08% 5.45% 8.22% 0.12% 1.86% 100.00%
We believe that the broad geographic distribution of our loans and
match funded loans reduces the risks that would otherwise result from
concentrating such loans in limited geographic areas. See Notes 5 and 6 to our
Consolidated Financial Statements.
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, interest rate caps and floors, U.S.
Treasury interest rate futures contracts, foreign currency futures contracts,
foreign currency forwards and European swaptions and put options.
Interest Rate Risk Management. We have purchased amortizing caps and
floors to hedge the interest rate exposure relating to our 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). We had
entered into caps and floors with an aggregate notional amount of $111,799 and
$30,563, respectively, at December 31, 2002, as compared to caps and floors with
an aggregate notional amount of $125,933 and $34,101, respectively, at December
31, 2001.
See the "Derivative Financial Instruments" section of Note 1 and the
"Interest Rate Management" section of Note 19 to our Consolidated Financial
Statements.
Foreign Currency Exchange Rate Risk Management. We have entered into
foreign currency futures to hedge our net investment in foreign subsidiaries
which own residual securities backed by residential loans originated in the UK
("UK residuals") and a shopping center located in Halifax, Nova Scotia (the
"Nova Scotia shopping center"). Our principal exposure to foreign currency
exchange rates exists with the British Pound versus the U.S. dollar and the
Canadian Dollar versus the U.S. dollar. Our policy is to periodically adjust the
amount of foreign currency derivative contracts that we have entered into in
response to changes in our recorded investment in these foreign entities as well
as to changes in our assets denominated in a foreign currency. Our 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 19 to our Consolidated Financial Statements
(which are incorporated herein by reference).
64
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Liquidity, Commitments and Off-Balance Sheet Risks
Liquidity. Our primary sources of funds for liquidity are:
o Deposits o Payments received on loans
and securities
o Lines of credit o Proceeds from sales of assets
o Match funded debt o Servicing fees
o Securities sold under agreements
to repurchase
We plan to retain non-brokered deposits as a source of financing our
operations while at the same time reducing our reliance on brokered deposits. We
plan to reduce this reliance by using proceeds from the sale of non-core assets
to pay off maturing brokered deposits and by diversifying our funding sources
through obtaining credit facilities for servicing rights and advances. Our
ability to continue to attract new non-brokered deposits and rollover existing
non-brokered deposits depends largely on our ability to compete with interest
rates offered by other banks in the northern New Jersey area. In 2002, we were
able to increase the amount of non-brokered deposits outstanding. If we are
unable to maintain the amount of non-brokered deposits outstanding and must
replace them with alternative sources of funds, it is likely that we would have
to incur higher interest costs to fund our assets.
In the last several years, our Residential Loan Servicing business has
grown through the purchase of servicing rights. Servicing rights entitle the
owner to earn servicing fees and other types of ancillary income and impose
various obligations on the servicer. Among these are the obligation to make
advances for delinquent principal and interest, taxes, insurance and various
other items that are required to preserve the assets being serviced.
Our ability to continue to grow our servicing business depends in part
on our ability to obtain additional financing to purchase new servicing rights
and to fund servicing advances. We currently use a variety of sources of debt to
finance these assets, including deposits and credit facilities with advance
rates less than 100% of the underlying collateral. If we cannot replace or renew
these sources as they mature or obtain additional sources of financing, we may
unable to acquire new servicing rights and make the associated advances.
Under a match funding agreement that we entered into on December 20,
2001, we are eligible to sell advances on loans serviced for others up to a
maximum debt balance of $200,000 at any one time. At December 31, 2002, we had
$106,797 of bonds-match funded agreements outstanding under this facility,
which, if not renewed, will mature in December 2003. The sales of advances did
not qualify as sales for accounting purposes; therefore, we report them as
secured borrowings with pledges of collateral. We have accounted for additional
sales under this facility in the same manner.
Under a revolving credit facility executed in April 2001 we have the
right to pledge servicing advances as collateral for a loan up to $100,000. The
facility, if not renewed, will mature in April 2003.
At December 31, 2002, we also had $180,264 of unrestricted cash and
cash equivalents and $18,666 of short duration CMOs which we could use to secure
additional borrowings. At December 31, 2002, we were eligible to borrow up to an
aggregate of $50,000 from the FHLB of New York (based on the availability of
acceptable collateral). We had no outstanding FHLB advances or securities we
sold under agreements to repurchase from the FHLB at December 31, 2002.
65
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
We closely monitor our liquidity position and ongoing funding
requirements. Among the risks and challenges associated with our funding
activities are the following:
o Scheduled maturities of all certificates of deposit for 2003, 2004
and thereafter amount to $269,315, $78,467 and $54,498,
respectively.
o Expiration of existing collateralized line of credit in April
2003.
o Maturity of our match funded servicing advance funding facility in
December 2003, as discussed above.
o Maturity of a note and loan totaling $47,710 in September and
October 2003
o Potential extension of resolution and sale timelines for non-core
assets in the current weak economic environment.
o Ongoing cash requirements to fund operations of our holding
company and OTX.
o Cash requirements to fund our acquisition of additional servicing
rights and related advances.
We believe that our existing sources of liquidity, including internally
generated funds, will be adequate to fund our planned activities for the
foreseeable future, although there can be no assurances in this regard. As
discussed above, we continue to evaluate other sources of liquidity, such as
lines of credit from unaffiliated parties, match funded debt and other secured
borrowings. See the "Short-Term Highly Liquid Investments," "Securities Sold
Under Agreements to Repurchase," and "Derivative Financial Instruments" sections
of Note 1 and Notes 15 and 16 to our Consolidated Financial Statements.
Our operating activities provided (used) $251,350, $51,083 and
$(22,508) of cash flows during 2002, 2001 and 2000, respectively. During 2002
and 2001 cash was generated from operating activities, despite the net losses
recorded, for two reasons. First, the net losses included a significant amount
of non-cash reserves and impairment charges. Second, our securities portfolio
generated positive cash flow through sales and interest and principal payments.
Our investing activities provided cash flows totaling $75,940, $428,415
and $767,186 during 2002, 2001 and 2000, respectively. During the foregoing
years, cash flows from our investing activities were provided primarily from
principal payments on our loans, maturities of and principal payments received
on our securities available for sale (in 2000) and proceeds from sales of loans,
securities available for sale, real estate held for sale and real estate owned.
We used cash flows from our investing activities primarily to purchase mortgage
servicing rights, loans and securities available for sale. The decline in net
cash provided by investing activities is primarily due to a decline in principal
payments received on loans, a decline in proceeds from sales of loans and REO
and an increase in the amount of mortgage servicing rights purchased.
Our financing activities used cash flows of $(395,698), $(372,579) and
$(945,161) during 2002, 2001 and 2000, respectively. Cash flows related to our
financing activities primarily resulted from maturing deposits, changes in
obligations outstanding under lines of credit, repurchases of debt and issuance
of match funded debt. A decline in the amount of maturing deposits during 2002
was offset by repayments of securities sold under agreements to repurchase, an
increase in the repurchase of debt and a decline in proceeds from lines of
credit as compared to 2001. Cash flows used in our financing activities
decreased during 2001 as compared to 2000 primarily because we established a new
line of credit agreement to fund advances on loans serviced for others that we
acquired in connection with a servicing acquisition, and we entered into a new
match funding agreement to fund current and future advances on loans serviced
for others. We also repurchased less of our outstanding debt and repurchased
none of our common stock during 2001.
On August 14, 2002, Standard & Poor's lowered its credit ratings of
Ocwen Financial Corporation and its subsidiaries as follows:
o The Long Term Counterparty credit rating and Senior Unsecured Debt
rating of Ocwen Financial Corporation were both lowered from B to B-.
o The rating on Ocwen Capital Trust's Capital Trust Securities was
lowered from CCC to CCC-.
o The Long Term Counterparty Credit Rating and Subordinated Debt ratings
of Ocwen Federal Bank FSB were changed from BB- to B+ and from B to B-,
respectively.
In its press release, Standard & Poor's stated that the ratings actions
were in response to the $50,198 loss we reported for the second quarter of 2002
and concern over the continuing risk associated with our remaining non-core
assets. The second quarter 2002 loss was principally caused by additional
reserves and impairment charges on non-core assets. This ratings action had no
specific negative consequence to us. However, additional negative ratings
actions may be damaging to our ability to attract new customers for our products
and services, as well as our ability to obtain new sources and renew existing
sources of funding.
66
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------
Commitments. At December 31, 2002, we had $346 of commitments related
to the funding of construction loans (including loans accounted for as
investments in real estate). We believe that we have adequate resources to fund
all such unfunded commitments to the extent required and that substantially all
of such unfunded commitments will be funded during 2003. See Note 30 to our
Consolidated Financial Statements.
Off-Balance Sheet Risks. In addition to commitments to extend credit,
we are party to various off-balance sheet financial instruments in the normal
course of our business to manage our interest rate risk and foreign currency
exchange rate risk. See Note 21 to our Consolidated Financial Statements and
"Asset and Liability Management" above.
We conduct business with a variety of financial institutions and other
companies in the normal course of business, including counterparties to our
off-balance sheet financial instruments. We are subject to potential financial
loss if the counterparty is unable to complete an agreed upon transaction. We
seek to limit counterparty risk through financial analysis, dollar limits and
other monitoring procedures.
Regulatory Capital and Other Requirements
See Note 23 to our Consolidated Financial Statements.
Recent Accounting Developments
For information relating to the effects of our adoption of recent
accounting standards, see Note 1 to our Consolidated Financial Statements.
67
Forward-Looking Statements
This Annual Report contains 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, including, but not limited to the
following:
o estimates regarding the benefits of cost saving opportunities and quality
workforce in India,
o projections for staff reduction in the United States and growth in our India
workforce,
o predictions as to the potential business opportunities in global
outsourcing,
o predictions regarding sales of our commercial and affordable housing assets,
and
o intentions related to the issuance of brokered deposits and other sources of
financing.
Forward-looking statements are not guarantees of future performance, and involve
a number of assumptions, risks and uncertainties that could cause actual results
to differ materially. Important factors that could cause actual results to
differ materially from those suggested by the forward-looking statements
include, but are not limited to, the following:
o general economic and market conditions,
o prevailing interest or currency exchange rates,
o availability of servicing rights for purchase,
o governmental regulations and policies,
o international political and economic uncertainty,
o availability of adequate and timely sources of liquidity,
o uncertainty related to dispute resolution and litigation, and
o real estate market conditions and trends.
Further information on the risks specific to our business are detailed within
this report and our other reports and filings with the Securities and Exchange
Commission, including our periodic reports on Form 10-K, Form 10-Q and Form 8-K.
The forward-looking statements speak only as of the date they are made and
should not be relied upon. OCN undertakes no obligation to update or revise the
forward-looking statements.
68
[OCWEN LOGO] Ocwen Financial Corporation
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 our 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 our accounting policies and procedures and the effectiveness of
the related internal control system to determine the nature, timing and extent
of their audit procedures. 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 make
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 our 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.
/s/ William C. Erbey /s/ Mark S. Zeidman
William C. Erbey Mark S. Zeidman
Chairman and Chief Executive Officer Senior Vice President and
Chief Financial Officer
69
PRICEWATERHOUSECOOPERS LLP [GRAPHIC LOGO OMITTED]
222 Lakeview Avenue
Suite 360
West Palm Beach, FL 33401
Telephone (561) 832 0038
Facsimile (561) 805 8181
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, 2002
and 2001, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2002, 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.
As discussed in Note 1 to the consolidated financial statements, on
January 1, 2002, the Company changed its method of accounting for goodwill and
intangible assets in accordance with Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets."
PRICEWATERHOUSECOOPERS LLP
West Palm Beach, Florida
March 11, 2003
70
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except share data)
December 31, 2002 December 31, 2001
----------------- -----------------
Assets
Cash and amounts due from depository institutions.................................. $ 76,598 $ 23,081
Interest earning deposits.......................................................... 30,649 111,574
Federal funds sold and repurchase agreements....................................... 85,000 126,000
Trading securities, at fair value
Collateralized mortgage obligations (AAA-rated) and U.S. Treasury notes......... 21,556 161,191
Subordinates and residuals...................................................... 37,339 65,058
Real estate held for sale.......................................................... -- 13,418
Investment in real estate.......................................................... 58,676 116,896
Affordable housing properties...................................................... 15,319 102,069
Loans, net......................................................................... 76,857 185,293
Match funded assets................................................................ 167,744 174,351
Real estate owned, net............................................................. 62,039 110,465
Premises and equipment, net........................................................ 44,268 44,589
Income taxes receivable............................................................ 20,841 20,842
Advances on loans and loans serviced for others.................................... 266,356 283,183
Mortgage servicing rights.......................................................... 171,611 101,107
Other assets....................................................................... 87,389 72,033
-------------- --------------
$ 1,222,242 $ 1,711,150
============== ==============
Liabilities and Stockholders' Equity
Liabilities
Deposits........................................................................ $ 425,970 $ 656,878
Escrow deposits on loans and loans serviced for others.......................... 84,986 73,565
Securities sold under agreements to repurchase.................................. -- 79,405
Bonds - match funded agreements................................................. 147,071 156,908
Obligations outstanding under lines of credit................................... 78,511 84,304
Notes, debentures and other interest-bearing obligations........................ 81,210 160,305
Accrued interest payable........................................................ 7,435 12,836
Excess of net assets acquired over purchase price............................... -- 18,333
Accrued expenses, payables and other liabilities................................ 28,314 28,351
-------------- --------------
853,497 1,270,885
-------------- --------------
Minority interest in subsidiaries.................................................. 1,778 --
Company obligated, mandatorily redeemable securities of subsidiary trust holding
solely junior subordinated debentures of the Company............................ 56,249 61,159
Commitments and contingencies (Note 28)
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; 67,339,773 and
67,289,313 shares issued and outstanding at December 31, 2002 and
December 31, 2001, respectively.............................................. 673 673
Additional paid-in capital...................................................... 224,454 224,142
Retained earnings............................................................... 85,637 154,412
Accumulated other comprehensive income (loss), net of taxes
Net unrealized foreign currency translation gain (loss)....................... (46) (121)
-------------- --------------
Total stockholders' equity.................................................. 310,718 379,106
-------------- --------------
$ 1,222,242 $ 1,711,150
============== ==============
The accompanying notes are an integral part of these
consolidated financial statements.
71
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except share data)
For the Years Ended December 31,
----------------------------------------------
2002 2001 2000
------------ ------------ ------------
Net interest income
Income ........................................................... $ 37,235 $ 83,371 $ 184,816
Expense........................................................... 55,762 93,329 169,090
------------ ------------ ------------
Net interest income (expense) before provision for loan losses.... (18,527) (9,958) 15,726
Provision for loan losses......................................... 13,629 15,666 15,177
------------ ------------ ------------
Net interest income (expense) after provision for loan losses..... (32,156) (25,624) 549
------------ ------------ ------------
Non-interest income
Servicing and other fees.......................................... 141,991 134,597 97,080
Gain (loss) on interest earning assets, net....................... (3,485) (3,949) 17,625
Gain (loss) on trading and match funded securities, net........... 7,012 16,330 (3,971)
Impairment charges on securities available for sale............... -- -- (11,597)
Loss on real estate owned, net.................................... (15,719) (9,256) (14,904)
Gain (loss) on other non-interest earning assets, net............. 1,122 (1,054) 45,517
Net operating gains (losses) on investments in real estate........ (8,315) 5,581 27,579
Amortization of excess of net assets acquired over purchase price. -- 18,333 14,112
Gain (loss) on repurchase of debt................................. (1,461) 3,774 29,703
Equity in income (losses) of investments in unconsolidated
entities....................................................... 215 304 (5,249)
Other income...................................................... 13,115 8,759 6,084
------------ ------------ ------------
134,475 173,419 201,979
------------ ------------ ------------
Non-interest expense
Compensation and employee benefits................................ 77,778 84,914 83,086
Occupancy and equipment........................................... 11,843 11,577 12,005
Technology and communication costs................................ 25,270 26,768 23,876
Loan expenses..................................................... 12,605 15,811 13,051
Net operating losses on investments in certain
affordable housing properties.................................. 22,360 16,580 9,931
Amortization/writeoff of excess of purchase price over
net assets acquired............................................ 2,231 3,112 3,124
Professional services and regulatory fees......................... 16,383 14,749 12,829
Other operating expenses.......................................... 9,619 8,935 12,107
------------ ------------ ------------
178,089 182,446 170,009
------------ ------------ ------------
Distributions on Company-obligated, mandatorily redeemable
securities of subsidiary trust holding solely junior
subordinated debentures of the Company............................ 6,287 7,131 11,380
------------ ------------ ------------
Income (loss) before income taxes and effect of change
in accounting principle........................................... (82,057) (41,782) 21,139
Minority interest in net loss of consolidated subsidiary............. (99) -- --
Income tax expense................................................... 2,983 83,000 18,947
------------ ------------ ------------
Income (loss) before effect of change in accounting principle..... (84,941) (124,782) 2,192
Effect of change in accounting principle, net of taxes............... 16,166 -- --
------------ ------------ ------------
Net income (loss)................................................. $ (68,775) $ (124,782) $ 2,192
============= ============ ============
Earnings (loss) per share
Basic
Net income (loss) before effect of change in accounting principle. $ (1.26) $ (1.86) $ 0.03
Effect of change in accounting principle, net of taxes............ 0.24 -- --
------------ ------------ ------------
Net income (loss)................................................. $ (1.02) $ (1.86) $ 0.03
============ ============ ============
Diluted
Net income (loss) before effect of change in accounting principle. $ (1.26) $ (1.86) $ 0.03
Effect of change in accounting principles......................... 0.24 -- --
------------ ------------ ------------
Net income (loss)................................................. $ (1.02) $ (1.86) $ 0.03
============ ============ ============
Weighted average common shares outstanding
Basic............................................................. 67,321,299 67,227,058 67,427,662
Diluted........................................................... 67,321,299 67,227,058 67,464,043
The accompanying notes are an integral part of these
consolidated financial statements.
72
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
For the Years Ended December 31,
-----------------------------------------------
2002 2001 2000
------------ ----------- -----------
Net income (loss)..................................................... $ (68,775) $ (124,782) $ 2,192
------------ ----------- -----------
Other comprehensive income (loss), net of taxes
Change in unrealized gain on securities available for sale arising
during the year................................................... -- -- --
Less Reclassification adjustment.................................... -- -- (163)
----------- ----------- -----------
Net change in unrealized gain on securities available for
sale (net of tax benefit of $122 for 2000)..................... -- -- (163)
----------- ----------- -----------
Change in unrealized foreign currency translation
adjustment arising during the year................................ 75 (518) 389
Less Reclassification adjustment for losses on foreign currency
translation adjustment included in net income..................... -- -- 757
----------- ----------- -----------
Net change in unrealized foreign currency translation loss (net of
tax benefit (expense) of $(45), $284 and $(627) for 2002, 2001 and
2000, respectively)............................................... 75 (518) 1,146
----------- ----------- -----------
Other comprehensive income (loss)................................... 75 (518) 983
----------- ----------- -----------
Comprehensive income (loss)........................................... $ (68,700) $ (125,300) $ 3,175
=========== =========== ===========
Disclosure of reclassification adjustment
Unrealized holding gains arising during the year on
securities sold or impaired....................................... $ -- $ -- $ (7,394)
Add Adjustment for realized losses and impairment charges on
securities available for sale included in net income.............. -- -- 7,231
----------- ----------- -----------
Net reclassification adjustment for gains recognized in other
comprehensive income (loss) in prior years (net of tax benefit
of $122 for 2000) (1)............................................ $ -- $ -- $ (163)
=========== =========== ===========
Unrealized foreign currency translation adjustment arising during
the year.......................................................... $ -- $ -- $ (131)
Add Adjustment for realized foreign currency losses on the sale of
the equity investment in a foreign entity and foreign subsidiary
in 2000........................................................... -- -- 888
----------- ----------- -----------
Net reclassification adjustment for foreign currency losses
recognized in other comprehensive income (loss) in prior years
(net of tax benefit of $408 for 2000)............................. $ -- $ -- $ 757
=========== =========== ===========
(1) In 2000, includes the adjustment related to the reclassification of
securities available for sale to trading securities.
The accompanying notes are an integral part of these
consolidated financial statements.
73
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 and 2000
(Dollars in thousands, except share data)
Accumulated
Other
Common Stock Additional Comprehensive
-------------------- Paid-in Retained Income (Loss),
Shares Amount Capital Earnings Net of Taxes Total
------------ ------ --------- --------- ------------ ----------
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
Net loss..................................... -- -- -- (124,782) -- (124,782)
Exercise of common stock options............. 128,155 1 901 -- -- 902
Directors' compensation...................... 8,795 -- 78 -- -- 78
Other comprehensive income, net of taxes
Change in accounting principle for
derivative financial instruments....... -- -- -- -- 59 59
Reclassification of gain on derivative
financial instruments to earnings...... -- -- -- -- (59) (59)
Change in unrealized foreign currency
translation gain....................... -- -- -- -- (518) (518)
------------ ------ --------- --------- ---------- ----------
Balances at December 31, 2001................ 67,289,313 673 224,142 154,412 (121) 379,106
Net loss..................................... -- -- -- (68,775) -- (68,775)
Exercise of common stock options............. 32,937 -- 214 -- -- 214
Directors' compensation...................... 17,523 -- 98 -- -- 98
Other comprehensive income, net of taxes
Change in unrealized foreign currency
translation gain....................... -- -- -- -- 75 75
------------ ------ --------- --------- ---------- ----------
Balances at December 31, 2002................ 67,339,773 $ 673 $ 224,454 $ 85,637 $ (46) $ 310,718
============ ====== ========= ========= ========== ==========
The accompanying notes are an integral part of these
consolidated financial statements.
74
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
For the Years Ended December 31,
-------------------------------------------
2002 2001 2000
----------- ----------- -----------
Cash flows from operating activities
Net income (loss) ............................................................ $ (68,775) $ (124,782) $ 2,192
Adjustments to reconcile net income (loss) to net cash provided (used) by
operating activities
Net cash provided by trading activities .................................... 186,511 192,069 102,091
Premium amortization (discount accretion) on securities, net ............... 1,469 7,337 8,493
Depreciation and amortization .............................................. 70,040 24,461 17,662
Effect of change in accounting principle before taxes ...................... (15,000) -- --
Provision for loan losses .................................................. 13,629 15,666 15,177
Provision for real estate owned ............................................ 19,685 17,766 26,674
Gain on sale of investment in Kensington Group plc ......................... -- -- (20,025)
Gain (loss) on interest-earning assets, net ................................ 3,485 3,949 (17,625)
(Gain) loss on trading and match funded securities ......................... (7,178) (16,330) 3,971
Impairment charges on securities available for sale ........................ -- -- 11,597
(Gain) loss on repurchase of debt .......................................... 1,461 (3,774) (29,704)
(Gain) loss on sale of other non-interest earning assets ................... (1,122) 1,054 (25,492)
Impairment charges on investment in real estate ............................ 15,317 4,515 704
Provisions for losses on affordable housing properties ..................... 21,294 15,587 6,448
Gain (loss) on sale of real estate owned ................................... (3,103) (14,111) (22,515)
(Increase) decrease in income taxes receivable ............................. 1 9,419 (30,261)
(Decrease) in income taxes payable ......................................... -- -- (6,369)
(Increase) decrease in advances and match funded advances on
loans and loans serviced for others ...................................... (4,945) (165,123) (67,638)
(Increase) decrease in other assets, net ................................... 23,900 99,606 41,124
Increase (decrease) in accrued expense, interest payable and other
liabilities .............................................................. (5,319) (16,226) (39,012)
----------- ----------- -----------
Net cash provided (used) by operating activities ............................. 251,350 51,083 (22,508)
----------- ----------- -----------
(Continued on next page)
The accompanying notes are an integral part of these
consolidated financial statements.
75
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(Dollars in thousands)
For the Years Ended December 31,
-------------------------------------------
2002 2001 2000
----------- ----------- -----------
Cash flows from investing activities
Proceeds from sales of securities available for sale ....................... -- -- 553,589
Purchase of securities available for sale .................................. -- -- (896,470)
Maturities of and principal payments received on securities available for
sale ..................................................................... -- -- 416,004
Proceeds from the sale of investment in Kensington Group plc ............... -- -- 48,556
Principal payments received on match funded loans .......................... 16,490 30,552 26,595
Investment in affordable housing properties ................................ (3,687) (30,496) (27,213)
Proceeds from sale of affordable housing properties ........................ 25,017 52,076 27,587
Purchase of mortgage servicing rights ...................................... (128,891) (79,522) (49,779)
Proceeds from sale of loans ................................................ 60,118 288,387 315,709
Principal payments received on loans ....................................... 45,014 102,071 277,262
Proceeds from sale of real estate held for investment ...................... 48,834 14,360 4,237
Investment in real estate held for investment .............................. (7,042) (7,996) (34,057)
Proceeds from sale of real estate held for sale ............................ 14,087 1,000 232,811
Investment in real estate held for sale .................................... -- -- (57,737)
Purchases, originations and funded commitments of loans held
for investment, net ...................................................... (21,722) (25,326) (231,275)
Capital improvements to real estate owned .................................. (2,298) (12,737) (6,775)
Proceeds from sale of real estate owned .................................... 42,822 108,338 180,473
Purchase of real estate owned in connection with discount loan purchases ... -- -- (9,059)
Additions to premises and equipment ........................................ (12,802) (12,292) (3,272)
----------- ----------- -----------
Net cash provided by investing activities .................................... 75,940 428,415 767,186
----------- ----------- -----------
(Continued on next page)
The accompanying notes are an integral part of these
consolidated financial statements.
76
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(Dollars in thousands)
For the Years Ended December 31,
-------------------------------------------
2002 2001 2000
----------- ----------- -----------
Cash flows from financing activities
Decrease in deposits and escrow deposits on loans and loans serviced for
others ................................................................... (216,330) (525,476) (553,589)
Proceeds from (repayment of) securities sold under agreement to repurchase . (79,405) 79,405 (47,365)
(Repayment of) proceeds from obligations under lines of credit, net ........ (5,793) 51,371 (155,805)
Proceeds from issuance of bonds - match funded agreements .................. -- 91,766 --
Repayments of bonds - match funded agreements .............................. (10,275) (43,144) (33,002)
Repurchase of notes and subordinated debentures ............................ (79,214) (13,233) (127,649)
Exercise of common stock options ........................................... 214 901 --
Issuance of shares of common stock ......................................... 98 78 56
Repurchase of Capital Securities, net ...................................... (3,796) (14,247) (18,811)
Repayment of other interest-bearing obligations, net ....................... (1,197) -- --
Repurchase of common stock ................................................. -- -- (8,996)
----------- ----------- -----------
Net cash used by financing activities ........................................ (395,698) (372,579) (945,161)
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents ......................... (68,408) 106,919 (200,483)
Cash and cash equivalents at beginning of period ............................. 260,655 153,736 354,219
----------- ----------- -----------
Cash and cash equivalents at end of period ................................... $ 192,247 $ 260,655 $ 153,736
=========== =========== ===========
Reconciliation of cash and cash equivalents at end of period
Cash and amounts due from depository institutions .......................... $ 76,598 $ 23,081 $ 18,749
Interest-earning deposits .................................................. 30,649 111,574 134,987
Federal funds sold and repurchase agreements ............................... 85,000 126,000 --
----------- ----------- -----------
$ 192,247 $ 260,655 $ 153,736
=========== =========== ===========
Supplemental disclosure of cash flow information
Cash paid during the period for
Interest ................................................................... $ 61,163 $ 75,834 $ 179,564
Income tax refunds (payments) .............................................. 2,444 (14,816) 18,829
Supplemental schedule of non-cash investing and financing activities
Real estate owned acquired through foreclosure ............................. 9,492 64,041 152,505
Reclassification of properties from investment in real estate to
real estate held for sale ............................................... -- (7,343) 174,480
Reclassification of securities available for sale to trading securities .... -- -- 496,295
Exchange of note receivable for real estate held for sale .................. 9,153 -- 19,000
Accounts receivable from sale of affordable housing properties ............. 44,591 11,427 --
The accompanying notes are an integral part of these
consolidated financial statements.
77
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
Ocwen Financial Corporation ("OCN") is a financial services company
whose primary business activities consist of the servicing and resolution of
nonconforming, subperforming and nonperforming residential and commercial
mortgage loans. We also specialize in the related development of loan servicing
technology and software for the mortgage and real estate industries. Our
consolidated financial statements include the accounts of OCN and its
subsidiaries. We own directly and indirectly all of the outstanding common and
preferred stock of our primary subsidiaries, Ocwen Federal Bank FSB (the
"Bank"), Investors Mortgage Insurance Holding Company ("IMI"), Ocwen Technology
Xchange, Inc. ("OTX"), Ocwen Asset Investment Corp. ("OAC") and Ocwen Financial
Solutions Pvt. Ltd. We also own 99.6% of Ocwen Financial Services, Inc. ("OFS"),
with the remaining 0.4% owned by the shareholders of Admiral Home Loan. In 2002,
we formed Global Servicing Solutions, LLC ("GSS"). We own 70% of GSS with the
remaining 30% owned by Merrill Lynch. We have eliminated all significant
intercompany transactions and balances in consolidation.
The Bank is a federally chartered savings bank regulated by the Office
of Thrift Supervision ("OTS").
Reclassification
Certain amounts included in our 2001 and 2000 consolidated financial
statements have been reclassified to conform to the 2002 presentation.
Consolidated Statements of Cash Flows
For purposes of reporting cash flows, our cash and cash equivalents
include cash on hand, interest-bearing and non-interest-bearing deposits and all
investments in highly liquid debt instruments that we purchased with an original
maturity of three months or less. Cash flows associated with items we 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
Our short-term highly liquid investments generally consist of federal
funds sold and assets we purchased under agreements to resell. We invest in
these assets to maximize the return on liquid funds. At December 31, 2002, such
investments amounted to $85,000 of federal funds sold which had an overnight
maturity. At December 31, 2001, we had $126,000 such investments outstanding.
The average balance of our investment in federal funds sold and assets purchased
under agreements to resell amounted to $152,588 and $200,329 during 2002 and
2001, respectively.
The Federal Reserve System requires that the Bank maintain
non-interest-earning cash reserves against certain of its transaction accounts
and time deposit accounts. Such reserves totaled $6,811 and $5,040 at December
31, 2002 and 2001, respectively.
Securities
We report securities in our statement of financial condition at fair
value. We determine fair value within a range based on third party dealer
quotations, where available, and internal values, subject to an internal review
process.
We currently account for our securities as trading. For these
securities, we reported changes in fair value in income in the period of change.
Through September 30, 2000, we accounted for the securities as available for
sale, for which we reported the unrealized gains and losses 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 we concluded that all or part of the decrease in value was
other-than-temporary, we charged such amount to earnings, thereby establishing a
new cost basis for the security.
Loans
We report loans at amortized cost, less an allowance for loan losses,
discounts, deferred loan fees and undisbursed loan funds. We defer loan
origination fees and certain direct loan origination costs and recognize them
over the lives of the related loans as a yield adjustment that we include in
interest income using the interest method applied on a loan-by-loan basis.
78
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
For loans acquired, we accounted for the initial investment in these
pools of loans based upon the pricing methodologies used to bid on the pool. We
allocated the acquisition cost to each loan within the pool when we determined
the bid price; we made these allocations based upon an analysis of the expected
future cash flows of each individual loan. We accounted for the acquisition cost
in the aggregate when we determined the bid price using assumptions concerning
the expected future cash flows from groups of loans within the pool. For those
single family residential mortgage loans that are brought current by the
borrower and certain multi-family and commercial real estate loans that are
current and that we believe will remain current, we accrete the remaining
unamortized discount into interest income as a yield adjustment using the
interest method over the contractual maturity of the loan. For all other loans,
we report interest as cash is received. We report gains on the repayment and
discharging of loans as interest income.
The resolution alternatives applied to loans are:
o The borrower brings the loan current in accordance with
original or modified terms
o The borrower repays the loan or a negotiated amount
o The borrower agrees to a deed-in-lieu of foreclosure, in which
case we classify it as real estate owned and held for sale
o We foreclose on the loan and the property is either acquired
at the foreclosure sale by a third-party or by us, in which
case it is classified as real estate owned and held for sale.
We accrue interest income as it is earned. We place loans 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 we
place a loan on non-accrual status, we reverse interest accrued but not
received. In addition, we suspend the amortization of deferred loan fees when we
place a loan on nonaccrual status. We return loans to accrual status only when
we reinstate the loan and have no doubt regarding ultimate collectability.
In situations where we foreclose upon the collateral, we transfer the
loans to real estate owned upon receipt of title to the property.
Allowance for Loan Losses
We maintain the allowance for loan losses at a level that, based upon
our evaluation of known and inherent risks in the portfolio, we consider
adequate to provide for losses. We establish specific valuation allowances for
impaired loans in the amount by which the carrying value, before allowance for
probable losses, exceeds the fair value of collateral less costs to dispose on
an individual loan basis. In the case of single family residential mortgage
loans and consumer loans, we generally evaluate for impairment as homogeneous
pools of loans. We consider a loan to be impaired when, based upon current
information and events, we believe that we will probably be unable to collect on
a timely basis all amounts due according to the contractual terms of the loan
agreement. We measure these impaired loans at the fair value of the collateral
underlying the loans, less estimated disposal costs. We may leave impaired loans
on accrual status during the period we are pursuing repayment of the loan. We
place these loans on non-accrual status at such time that either: (i) the loans
become 90 days delinquent; or (ii) we determine that the borrower is incapable
of, or has ceased efforts toward, curing the cause of the non-payment. We
recognize impairment losses through an increase in the allowance for loan losses
and a corresponding charge to the provision for loan losses. When we either
sell, transfer to real estate owned ("REO") or charge-off an impaired loan, we
remove valuation allowance from the allowance for loan losses. Charge-offs occur
when we consider loans, or a portion thereof, uncollectible and of such little
value that we consider unwarranted their continuance as bankable assets. We base
our ongoing evaluation of the allowance for loan losses upon an analysis of the
portfolio, historical loss experience, economic conditions and trends,
collateral values and other relevant factors. We may make subsequent adjustments
to the allowance if these factors differ substantially from the assumptions used
in making the evaluation.
Real Estate Owned
We value properties acquired through foreclosure 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. We periodically re-evaluate
properties held to determine that we are carrying them at the lower of cost or
fair value less estimated costs to dispose. We recognize sales proceeds and
related costs with passage of title to the buyer and, in cases where we finance
the sale, receipt of sufficient down payment. We report rental income related to
properties as a part of loss on real estate owned, net, as earned. We report
holding and maintenance costs related to properties as period costs as incurred.
We record no depreciation expense related to the properties. We recognize
decreases in the market value of foreclosed real estate after foreclosure as a
valuation allowance on a property specific basis. We report subsequent increases
in market value of the
79
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
foreclosed real estate as reductions in the valuation allowance, but only to the
extent the valuation allowance reaches zero. We charge or credit to income such
changes in the valuation allowance.
Mortgage Servicing Rights
We acquire mortgage servicing rights, which we record at the price
paid. We amortize mortgage servicing assets in proportion to and over the period
of estimated net servicing income. We determine estimated net servicing income
using the estimated future balance of the underlying mortgage loan portfolio
which, absent new purchases, declines over time from prepayments and scheduled
loan amortization. We adjust amortization prospectively in response to changes
in estimated projections of future cash flows. We evaluate the mortgage
servicing assets for impairment based on the fair value of the servicing assets
by strata. We stratify the servicing assets based on loan type. We estimate fair
value by discounting underlying loan cash flows using discount and prepayment
rates that we believe market participants would use. To the extent the carrying
value of the servicing assets exceeds their fair value by strata, we establish a
valuation allowance, which we may adjust in the future, as the value of the
servicing assets increase or decrease.
Mortgage Servicing Fees and Advances on Loans Serviced for Others
We receive fees from investors for servicing mortgage loans. We collect
servicing fees, generally expressed as a percent of the unpaid principal
balance, from the borrowers' payments. We also include late charge income and
other ancillary fees, net of amortization of our servicing assets, in servicing
income. During any period in which the borrower is not making payments, we are
required under certain servicing agreements to advance our own funds to meet
contractual principal and interest remittance requirements for certain
investors, pay property taxes and insurance premiums and process foreclosures.
We generally recover such advances from borrowers for reinstated and performing
loans and from investors for foreclosed loans. We record a charge to servicing
income to the extent that we estimate that advances are 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
We record investment in real estate at cost less accumulated
depreciation. We review our investment in real estate for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be
recoverable.
We compute depreciation 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
Our investments in real estate partnerships are accounted for under the
equity method of accounting. Under the equity method of accounting, we record an
investment in the shares or other interests of an investee at cost of the shares
or interests acquired and thereafter periodically increase (decrease) the
investment by our proportionate share of earnings (losses) of the investee and
decrease it by the dividends or distributions that we receive from the investee.
In addition, we acquired certain acquisition, development and
construction loans in which we participate in the residual profits of the
underlying real estate, and the borrower had not contributed substantial equity
to the project. As such, we account for these loans under the equity method of
accounting as though we had made an investment in a real estate limited
partnership.
We charge expenditures for repairs and maintenance to operations as
incurred but capitalize significant improvements. We classify our leases as
operating. We defer fees and costs incurred in the successful negotiation of
leases and amortize them on a straight-line basis over the terms of the
respective leases. We report rental income on a straight-line basis over the
terms of the respective leases.
Investments in Affordable Housing Properties
Affordable housing partnerships own multi-family residential properties
that 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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
properties covers a 15-year period; however, tax credits generally accrue over a
10-year period on a straight-line basis. We account for investments in
affordable housing partnerships that we made on or after May 18, 1995 and in
which we invest solely as a limited partner using the equity method. For our
limited partnership investments made before this date, we record our receipt of
income tax credits and other tax benefits on a level yield basis over the
15-year obligation period and report the tax credits and tax benefits net of
amortization of our investment in the limited partnership as a reduction of
income tax expense. We consolidate affordable housing partnerships in which we
have invested as a limited partner, and through which a subsidiary acts as the
general partner, and include them in our consolidated financial statements. For
all investments in affordable housing partnerships made after May 18, 1995, we
capitalize interest expense and certain direct costs incurred during the
pre-operating period.
We report affordable housing properties for which we have entered into
an agreement to sell at the lower of cost or fair value less costs to sell.
Excess of Cost over Net Assets Acquired
We report the excess of purchase price over net assets of acquired
businesses ("goodwill") at cost. Prior to our adoption of Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" on
January 1, 2002, we amortized goodwill on a straight-line basis over the
estimated future periods to be benefited, ranging from 3 to 7 years. Effective
January 1, 2002 we no longer amortize our goodwill, but we do review the
carrying value at least annually for impairment in accordance with the
provisions of SFAS No. 142.
SFAS No. 142 prescribes a methodology for performing the impairment
analyses for goodwill and other intangibles. This methodology uses an approach
based on fair value of the assets rather than on undiscounted cash flows, as was
the case prior to adoption. We perform this analysis using projections of future
income discounted at a market rate. The determination of market discount rates
is subjective and may vary by product based on the type of product, stage of
development and sales to date.
See "Current Accounting Pronouncements," below, for a discussion of the
initial impact on our financial statements from the adoption of SFAS No. 142.
Premises and Equipment
We report premises and equipment at cost and, except for land,
depreciate them over their estimated useful lives on the straight-line method as
follows:
Buildings 39 years
Land improvements 39 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
Capitalized Software Costs
We currently expense all costs attributable to developing, modifying
and enhancing our OTX technology solutions. Prior to 2000, we capitalized such
costs, although we expensed costs incurred up to the establishment of
technological feasibility as research and development costs. Once the products
were made available for general release to customers, we began amortization of
the capitalized costs using the straight-line method over the estimated economic
lives of the individual products. At each balance sheet date, we perform an
impairment analysis by product by comparing unamortized capitalized costs to the
net realizable value. An impairment charge is recorded to the extent the
unamortized capitalized costs exceed the net realizable value.
Securities Sold Under Agreements to Repurchase
We periodically enter into sales of securities under agreements to
repurchase the same securities. We report repurchase agreements as financings
and report the obligations to repurchase securities sold as a liability in our
consolidated statements of financial condition. We report all securities
underlying repurchase agreements as assets in our consolidated statements of
financial condition. Custodians hold these securities in safekeeping.
Excess of Net Assets Acquired over Purchase Price
The effects of our acquisition of OAC in 1999 resulted in a new basis
of accounting reflecting fair values of assets and liabilities at the date of
acquisition. We reported the excess of assets over the purchase price of
acquired net assets resulting from the acquisition at cost and amortized it on a
straight-line basis over the estimated future periods to be benefited. Effective
January 1, 2002, we reversed the unamortized balance of the excess of net assets
acquired over purchase price to income in accordance with the provisions of SFAS
No. 141.
Derivative Financial Instruments
We use derivative financial instruments for the purpose of managing our
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. We do not enter into any derivative financial
instruments for trading purposes.
We record all of our derivative instruments in the statement of
financial condition at fair value. We record changes in the fair value of
derivatives each period in current earnings or other comprehensive (loss)
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 and the
effectiveness of the hedge.
For cash-flow hedge transactions in which we hedge the variability of
cash flows related to a variable-rate asset, liability or a forecasted
transaction, we report the effective portions of the changes in the fair value
of the derivative instruments in other comprehensive (loss) income. The gains
and losses on the derivative instrument that are reported in other comprehensive
(loss) income are reclassified to earnings in the periods in which earnings are
impacted by the variability of the cash flows of the hedged item.
For hedge transactions of net investments in foreign operations, we
record the effective portions of the changes in fair value of the derivative
instruments as a cumulative translation adjustment and include as a component of
accumulated other comprehensive (loss) income in stockholders' equity.
We recognize the ineffective portions of all hedges in our current
period earnings.
We account for all other derivative instruments used for risk
management purposes that do not meet the hedge accounting criteria and,
therefore, do not qualify for hedge accounting at fair value with changes in
fair value recorded in our consolidated statement of operations.
On January 1, 2001, we adopted the provisions of SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", as amended by
SFAS No. 137 and SFAS No. 138 (collectively, "SFAS No. 133") and recorded, net
of tax, a cumulative effect adjustment in accumulated other comprehensive income
to recognize at fair value the interest rate swap that was designated as a
cash-flow hedging of an outstanding line of credit. The swap matured April 2001,
and we have reclassified to earnings all of this transaction adjustment.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
Adoption of SFAS 133 did not have a material impact on our use of
futures contracts to hedge the net investments in our foreign subsidiaries, as
the SFAS 133 accounting is similar to the pre-existing accounting. In addition,
adoption of SFAS 133 did not have an impact on our other risk management
instruments that do not meet the hedge criteria as these derivatives were
already accounted for at a fair value with changes in fair value recognized
currently in earnings.
Foreign Currency Translation
Where the functional currency is not the U.S. dollar, we translate
assets and liabilities of foreign entities into U.S. dollars at the current rate
of exchange existing at the statement of financial condition date and revenues
and expenses at average monthly rates. We include the resulting translation
adjustments as a component of accumulated other comprehensive income in
stockholders' equity. Where the functional currency of a foreign entity is the
U.S. dollar, translation adjustments are included in the results of operations.
Income Taxes
We file consolidated Federal income tax returns with our subsidiaries.
Consolidated income tax is allocated among the subsidiaries participating in the
consolidated returns as if each subsidiary that has one or more subsidiaries
filed its own consolidated return and those with no subsidiaries filed separate
returns.
We account 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, we adjust deferred
taxes for subsequent tax rate changes. We conduct periodic evaluations to
determine whether it is more likely than not that some or all of our 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 we can implement if warranted.
Investment in Unconsolidated Entities
We account for our investments in unconsolidated entities under the
equity method of accounting. Under the equity method of accounting, we initially
record an investment in the shares or other interests of an investee at the cost
of the shares or interests acquired. Thereafter, we periodically increase
(decrease) the investment by our proportionate share of the earnings (losses) of
the investee and decrease it by the dividends or distributions that we receive
from the investee.
Basic and Diluted Earnings Per Share
We calculate basic earnings per share based upon the weighted average
number of shares of common stock outstanding during the year. We calculate
diluted earnings per share 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. If the Company incurs a net loss for the period, we
exclude common stock equivalents from the diluted calculation since the common
stock equivalents would be antidilutive.
Comprehensive Income
Comprehensive income represents 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. We
present comprehensive income beginning with net income and adding the elements
of comprehensive income not included in the determination of net income to
arrive at comprehensive income. We present accumulated other comprehensive
income net of income taxes and include unrealized foreign currency translation
gains and losses.
Risks and Uncertainties
In the normal course of business, we encounter 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 our loan portfolios and derivative financial instruments that
results from a borrower's inability or unwillingness to make contractually
required payments. Market risk includes interest rate risk, foreign currency
exchange rate risk and liquidity risk. We are exposed to interest rate risk to
the degree that our interest-bearing liabilities mature or reprice at different
speeds, or different bases, than our interest-earning assets. We are
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OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
exposed to foreign currency exchange rate risk in connection with our investment
in non-U.S. dollar functional currency operations and to the extent our foreign
exchange positions remain unhedged. Market risk also reflects the risk of
declines in the valuation of trading securities, and in the value of the
collateral underlying loans and the value of real estate held. Concentration of
credit risk refers to the risk that, if we extend a significant portion of the
total outstanding credit to borrowers in a specific geographical area or
industry or on the security of a specific form of collateral, we 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.
We are also exposed to liquidity risk. Our business requires
substantial cash to support the residential loan servicing business, including
acquisitions of mortgage servicing rights and the unfinanced portion of
servicing advances and to fund holding company operations, including OTX
operations. In general, we finance our operations through operating cash flows
and various other sources, including OFB deposits, long-term debt and financing
facilities, some of which have 90% advance rates. As we continue to purchase
mortgage servicing contracts and fund OTX and other segment operations from
operating cash flows, we must secure additional capital to support our growth.
Failure to secure additional financing sources or to achieve profitable
operations could result in a significant adverse effect on our financial
position and results of operations.
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 that we 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 significant in the near or medium term relate to our determination
of the allowance for loan losses and our valuation of securities, real estate,
affordable housing properties, servicing rights, intangibles and our deferred
tax asset.
Stock-Based Compensation
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure", which amends SFAS No. 123
to provide alternative methods of transition for an entity that voluntarily
changes to the fair value based method of accounting for stock-based employee
compensation. Certain provisions of the statement were effective December 31,
2002. Management currently intends to continue to account for stock-based
compensation under the intrinsic value method set forth in Accounting Principles
Board ("APB") Opinion 25 and related interpretations. For this reason, the
transition guidance of SFAS No. 148 does not have an impact on Ocwen's
consolidated financial position or consolidated results of operations. The
Statement does amend existing guidance with respect to required disclosures,
regardless of the method of accounting used.
Ocwen maintains various stock-based compensation plans. These plans
provide for the granting of stock options to Ocwen's employees and directors.
Ocwen accounts for its stock option plans based on the intrinsic value method
set forth in APB Opinion No. 25 and related Interpretations, under which no
compensation cost has been recognized, except with respect to stock options that
are granted with an exercise price that is less than the fair value of the
Company's stock at the date of the grant, as disclosed in the accompanying
table. The following table presents Ocwen's net income, basic and diluted
earnings per share as reported and pro forma net income and pro forma earnings
per share. We have determined pro forma amounts by assuming that compensation
costs for Ocwen's stock options plans had been determined based on the fair
value at the grant dates for awards under those plans granted after December 31,
1994, consistent with the method described by SFAS No. 123 "Accounting for
Stock-Based Compensation":
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
For the Years Ended December 31,
-----------------------------------------
2002 2001 2000
----------- ----------- ----------
Net income
Net income (loss) as reported.............................................. $ (68,775) $ (124,782) $ 2,192
Add stock-based compensation expense included in reported net income,
net of tax........................................................... 600 675 372
Deduct total stock-based employee compensation expense determined
under fair value based method for all awards, net of tax............. (1,007) (3,807) (2,792)
----------- ----------- ----------
Pro forma net income (loss)................................................ $ (69,182) $ (127,914) $ (228)
=========== =========== ==========
Basic EPS
As reported................................................................ $ (1.022) $ (1.856) $ 0.033
Pro forma.................................................................. (1.028) (1.903) (0.003)
Diluted EPS
As reported................................................................ (1.022) (1.856) 0.032
Pro forma.................................................................. (1.028) (1.903) (0.003)
We estimate the fair value of our option grants using the Black-Scholes
option-pricing model with the following assumptions:
For the Years Ended December 31,
-----------------------------------------
2002 2001 2000
----------- ----------- ----------
Expected dividend yield....................................................... 0.00% 0.00% 0.00%
Expected stock price volatility............................................... 62.00 52.00 54.00
Risk-free interest rate....................................................... 2.73% 4.23% 4.98%
Expected life of options...................................................... 5 years 5 years 5 years
Current Accounting Pronouncements
We adopted the provisions of SFAS No. 142 effective January 1, 2002. As
a result, we reversed the unamortized balance of the excess of net assets
acquired over purchase price. This reversal resulted in a pre-tax credit to
income of $18,333 on January 1, 2002 that is reported as the effect of a change
in accounting principle. In addition, upon the adoption of SFAS No. 142, we
recognized impairment of $3,333 on goodwill and intangible assets. This
impairment charge, net of a tax benefit of $1,166, was reported as a component
of the effect of a change in accounting principle. We also recognized additional
impairment of $2,231 on goodwill during 2002. The elimination of goodwill
amortization after the adoption of SFAS No. 142 positively impacted pretax net
income by $3,112 in 2002.
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OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
The following tables present the pro forma effect on prior periods of
the adoption of SFAS No. 142:
For the Years Ended December 31,
----------------------------------------------
2002 2001 2000
------------ ------------ ------------
Income (loss) before effect of change in accounting principle ............... $ (84,941) $ (124,782) $ 2,192
Adjustments related to adoption of SFAS No. 142
Deduct amortization of negative goodwill ............................... -- (18,333) (14,112)
Add back amortization of goodwill, net of tax .......................... -- 2,023 2,031
------------ ------------ ------------
Total adjustments ................................................... -- (16,310) (12,081)
------------ ------------ ------------
Adjusted loss before effect of change in accounting principle ............. $ (84,941) $ (141,092) $ (9,889)
============ ============ ============
Net income (loss) ........................................................... $ (68,775) $ (124,782) $ 2,192
Adjustments related to adoption of SFAS No. 142
Deduct amortization of negative goodwill ............................... -- (18,333) (14,112)
Add back amortization of good will, net of tax ......................... -- 2,023 2,031
------------ ------------ ------------
Total adjustments ................................................... -- (16,310) (12,081)
------------ ------------ ------------
$ (68,775) $ (141,092) $ (9,889)
============ ============ ============
Earnings (loss) per share
Income (loss) before effect of change in accounting principle ............. $ (1.26) $ (1.86) $ 0.03
Adjustments related to adoption of SFAS No. 142
Deduct amortization of negative goodwill ............................... -- (0.27) (0.21)
Add back amortization of goodwill, net of tax .......................... -- 0.03 0.03
------------ ------------ ------------
Adjusted loss before effect of change in accounting principle ............. $ (1.26) $ (2.10) $ (0.15)
============ ============ ============
Net income (loss) ........................................................... (1.02) $ (1.86) $ 0.03
Adjustments related to adoption of SFAS No. 142
Deduct amortization of negative goodwill ............................... -- (0.27) (0.21)
Add back amortization of goodwill, net of tax .......................... -- 0.03 0.03
------------ ------------ ------------
Adjusted net loss ................................................... $ (1.02) $ (2.10) $ (0.15)
============ ============ ============
Weighted average common shares outstanding .................................. 67,321,299 67,227,058 67,427,662
In May 2002, the FASB issued SFAS No. 145, "Rescission of FASB
statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS No. 4 required that gains or losses from the extinguishment
of debt, net of taxes, be reported as an extraordinary item in the statement of
operations. We immediately adopted the provisions of SFAS No. 145 as they relate
to the rescission of SFAS No. 4. Effective with the rescission of SFAS No. 4,
gains or losses from the extinguishment of debt are reported as a component of
non-interest income in the statement of operations. Results of operations for
prior periods have been reclassified to conform with this presentation.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)" (EITF 94-3). The
principal difference between SFAS No. 146 and EITF 94-3 relates to SFAS No.
146's requirements for recognition of a liability for a cost associated with an
exit or disposal activity. SFAS No. 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. Under EITF 94-3, a liability for an exit cost as generally defined in
EITF 94-3 was recognized at the date of an entity's commitment to an exit plan.
We adopted the new standard effective January 1, 2003. The adoption of SFAS No.
146 did not have a material impact on our results of operations, financial
positions or cash flows.
In November 2002, the FASB issued FASB Interpretation No. 45,
"Guarantor's Accounting Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others". The interpretation elaborates on
the disclosures to be made by a guarantor in its financial statements under
certain guarantees that is has issued. It also clarifies that a guarantor is
required to recognize, at the inception of a guarantee, a liability for the fair
value of the obligation undertaken in issuing the guarantee. The disclosure
requirements
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
of the Interpretation are effective and were adopted by Ocwen as of December 31,
2002, and require disclosure of the nature of the guarantee, the maximum
potential amount of future payments that the guarantor could be required to make
under the guarantee, and the current amount of the liability, if any, for the
guarantor's obligations under the guarantee. The recognition requirements of the
Interpretation were effective January 1, 2003. Management does not anticipate
that the implementation of the recognition requirements of the Interpretation
will have a significant effect on Ocwen's consolidated results of operations.
In January 2003, the FASB issued FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities". This interpretation provides
guidance with respect to the identification of variable interest entities and
when assets, liabilities, noncontrolling interests, and the results of
operations of a variable interest entity need to be included in a company's
consolidated financial statements. The Interpretation requires consolidation by
business enterprises of variable interest entities in cases where the equity
investment at risk is not sufficient to permit the entity to finance its
activities without additional subordinated financial support from other parties,
which is provided through other interests that will absorb some or all of the
expected losses of the entity, or in cases where the equity investors lack one
or more of the essential characteristics of a controlling financial interest,
which include the ability to make decisions about the entity's activities
through voting rights, the obligation to absorb the expected losses of the
entity if they occur, or the right to receive the expected residual returns of
the entity if they occur. The Interpretation applies immediately to variable
interest entities created after January 31, 2003, and to variable interest
entities in which an enterprise obtains an interest after that date. We are
currently assessing the impact that the Interpretation will have on our
consolidated financial position and consolidated results of operations. In
particular, we are a limited partner in low income housing developments, which
as previously discussed, are not included in our consolidated financial
statements. We may be required to consolidate a portion of the investments
effective July 1, 2003 to comply with Interpretation No. 46. As of December 31,
2002, our investment in such limited partnerships amounted to $11,962 in five
projects.
NOTE 2 ACQUISITION AND DISPOSITION TRANSACTIONS
On November 22, 2000, we sold our 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, we
recorded a pretax gain on sale of $20,025.
NOTE 3 FAIR VALUE OF FINANCIAL INSTRUMENTS
A majority of our assets, liabilities and off-balance sheet instruments
and commitments are considered financial instruments. For the majority of our
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. 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, 2002 and 2001, 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 our fee
generating businesses and anticipated future business activities. In other
words, they do not represent our 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 our financial condition.
The methodologies used and key assumptions made to estimate fair value,
the estimated fair values determined and recorded carrying values follow:
87
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
Cash and Cash Equivalents
We have valued cash and cash equivalents 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
We adjust our securities portfolio to fair value within a range based
on 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, we 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 we obtain quotations from two or more dealers, we generally
use the average dealer quote.
Loans and Match Funded Loans and Securities
We estimate the fair value of our performing loans based upon quoted
market prices for similar whole loan pools. We base the fair value of our
non-performing loans on estimated cash flows discounted using a rate
commensurate with the risk associated with the estimated cash flows. We estimate
the fair value of our match funded loans and our loans 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. We mark our match
funded securities to fair value in the same manner as securities.
Advances on Loans and Loans Serviced for Others
We value advances we make on our loans and loans we service for others
at their carrying amounts because they have no stated maturity, do not bear
interest and we believe that there is no substantial risk of uncollectibility.
Deposits
The fair value of our demand deposits, savings accounts and money
market deposits is the amount payable on demand at the reporting date. We
estimate the fair value of fixed-maturity certificates of deposit by discounting
the required cash payments at the market rates offered for deposits with similar
maturities on the respective financial statement dates.
Borrowings
We base the fair value of our bonds-match funded loan agreements, notes
and debentures and Capital Securities on quoted market prices. The fair value of
our other borrowings, including securities sold under agreements to repurchase
and obligations outstanding under lines of credit, approximates carrying value
because these borrowings are either short-term or bear interest at a rate that
is adjusted regularly based on a market index.
Derivative Financial Instruments
We base the fair values of our derivative financial instruments on
quoted market prices.
88
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
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.
The carrying amounts and the estimated fair values of our financial
instruments are as follows:
December 31, 2002 December 31, 2001
--------------------------- ---------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
---------- ---------- ---------- ----------
Financial assets
Interest earning and non-interest earning cash....... $ 107,247 $ 107,247 $ 134,655 $ 134,655
Federal funds sold and repurchase agreements......... 85,000 85,000 126,000 126,000
Trading securities................................... 58,895 58,895 226,249 226,249
Loans, net........................................... 76,857 89,957 185,293 193,098
Match funded assets.................................. 167,744 167,800 174,351 172,306
Advances on loans and loans serviced for others...... 266,356 266,356 283,183 283,183
Financial liabilities
Deposits............................................. 425,970 439,360 656,878 679,124
Escrow deposits on loans and loans serviced for
others............................................. 84,986 84,986 73,565 73,565
Securities sold under agreements to repurchase....... -- -- 79,405 79,405
Bonds - match funded agreements...................... 147,071 147,091 156,908 156,996
Obligations outstanding under lines of credit........ 78,511 78,511 84,304 84,304
Notes, debentures and other interest-bearing
obligations........................................ 81,210 82,749 160,305 159,590
Capital Securities................................... 56,249 44,998 61,159 50,762
Derivative financial instruments
Caps and floors...................................... 592 592 404 404
British Pound futures................................ (793) (793) (235) (235)
Canadian Dollar futures.............................. 78 78 353 353
Other
Loan commitments..................................... -- 346 -- 3,432
Letters of credit.................................... -- 210 -- 210
Guarantees........................................... -- 467 -- 7,035
89
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
NOTE 4 Trading Securities
The fair value of our trading securities are as follows at December 31:
2002 2001
----------- -----------
Collateralized mortgage obligations (AAA-rated) and U.S. Treasury notes
Collateralized mortgage obligations....................................................... $ 20,540 $ 161,191
U.S. Treasury notes....................................................................... 1,016 --
----------- -----------
$ 21,556 $ 161,191
=========== ===========
Subordinates and residual securities
Single family residential
BB-rated subordinates.................................................................. $ 599 $ 625
B-rated subordinates................................................................... 606 799
Unrated subordinates................................................................... 344 1,008
Unrated subprime residuals ............................................................ 33,213 60,049
----------- -----------
34,762 62,481
Nonresidential unrated subordinates....................................................... 2,577 2,577
----------- -----------
$ 37,339 $ 65,058
=========== ===========
At December 31, 2002, we had pledged securities from our portfolio of
collateralized mortgage obligations (AAA-rated) and U.S. Treasury notes with a
fair value of $2,890 as security for certificates of deposit in excess of $100
issued to municipalities in the State of New Jersey.
At December 31, 2002, we held securities with an aggregate fair value
of $1,874 that were issued by Freddie Mac.
A profile of the maturities of our trading securities at December 31,
2002 follows. Mortgage-backed securities are included based on their
weighted-average maturities, reflecting anticipated future prepayments.
Collateralized Mortgage Obligations
and U.S. Treasury Notes Subordinates and Residuals
-------------------------------------- -------------------------------------
Weighted Average Weighted Average
Yield Fair Value Yield Fair Value
---------------- ---------------- ---------------- ----------------
Due within one year..................... 3.05% $ 21,556 23.30% $ 6,389
Due after 1 through 5 years............. -- -- 13.85 22,778
Due after 5 through 10 years............ -- -- 18.36 6,737
Due after 10 years...................... -- -- 19.54 1,435
------------ ------------
$ 21,556 $ 37,339
============ ============
Realized and unrealized gain on trading and match funded securities for
the years ended December 31, 2002, and 2001 was comprised of the following:
2002 2001
----------- -----------
Unrealized gain
Trading securities........................................................................... $ 1,727 $ 3,125
Match funded securities...................................................................... 293 2,088
----------- -----------
2,020 5,213
----------- -----------
Realized gain
Trading securities........................................................................... 4,992 11,117
Match funded securities...................................................................... -- --
----------- -----------
4,992 11,117
----------- -----------
$ 7,012 $ 16,330
=========== ===========
90
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
Our residual and subordinate securities classified as trading
securities at December 31, 2002 include retained interests with a fair value of
$1,465 from securitizations of our loans completed in prior years. At December
31, 2001, trading securities included retained interests with a fair value of
$25,274. We have completed no securitizations of loans since 1999.
NOTE 5 LOANS
Our loans consisted of the following at December 31:
2002 2001
--------------- ---------------
Single family residential loans.......................................... $ 2,163 $ 58,118
--------------- ---------------
Multi-family residential loans........................................... 26,017 33,319
--------------- ---------------
Nonresidential real estate loans
Office buildings.................................................... 41,215 56,713
Hotels.............................................................. 11,668 38,576
Retail properties................................................... 27,500 47,492
Other properties.................................................... 1,388 807
--------------- ---------------
81,771 143,588
--------------- ---------------
Other loans.............................................................. -- 31
--------------- ---------------
Total loans......................................................... 109,951 235,056
--------------- ---------------
Unaccreted discount and deferred fees
Single family residential loans..................................... (579) (16,467)
Multi-family residential loans..................................... (837) (650)
Commercial real estate loans........................................ (10,572) (19,318)
--------------- ---------------
(11,988) (36,435)
--------------- ---------------
97,963 198,621
Undisbursed loan funds................................................... (345) (2,914)
Allowance for loan losses................................................ (20,761) (10,414)
--------------- ---------------
$ 76,857 $ 185,293
=============== ===============
Our 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 our loans were located at December 31,
2002:
Nonresidential
Single Family Multi-family Real Estate
Residential Residential and Other Total
-------------- -------------- -------------- --------------
Wisconsin.................................. $ -- $ -- $ 33,437 $ 33,437
New York................................... 229 -- 25,260 25,489
New Jersey................................. -- 9,943 -- 9,943
Florida.................................... -- -- 7,068 7,068
Texas...................................... 3 5,225 -- 5,228
Other (1).................................. 1,352 10,012 5,434 16,798
----------- ----------- ----------- -----------
$ 1,584 $ 25,180 $ 71,199 $ 97,963
=========== =========== =========== ===========
(1) Consists of properties located in 15 other states, none of which
aggregated over $4,795 in any one state.
91
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
The following table presents a summary of our non-performing loans,
allowance for loan losses and significant ratios for our loans at and for the
years ended December 31:
2002 2001 2000
-------------- -------------- --------------
Non-performing loans
Single family residential................................ $ 1,345 $ 32,430 $ 181,998
Multi-family residential................................. 14,822 23,637 17,754
Nonresidential real estate and other..................... 59,382 38,240 97,795
-------------- -------------- --------------
$ 75,549 $ 94,307 $ 297,547
============== ============== ==============
Allowance for loan losses
Balance, beginning of year............................... $ 10,414 $ 23,279 $ 26,440
Provision for loan losses................................ 13,655 15,478 15,270
Net charge-offs.......................................... (3,308) (28,343) (18,431)
-------------- -------------- --------------
Balance, end of year..................................... $ 20,761 $ 10,414 $ 23,279
============== ============== ==============
Significant ratios
Non-performing loans as a percentage of
Total loans............................................ 77.39% 48.19% 44.86%
Total assets........................................... 6.18 5.51 13.23
Allowance for loan losses as a percentage of
Total loans............................................ 21.27% 5.32% 3.51%
Non-performing loans................................... 27.48 11.04 7.82
If non-accrual loans had been current in accordance with their original
terms, interest income for the years ended December 31, 2002, 2001 and 2000,
would have been greater by approximately $4,235, $10,841 and $32,724,
respectively. We have accrued no interest on loans greater than 89 days past
due.
The following table sets forth the geographic distribution of
properties securing our non-accrual loans at December 31, 2002:
Nonresidential
Single Family Multi-family Real Estate
Residential Residential and Other Total
-------------- -------------- -------------- --------------
Wisconsin................................................... -- $ -- $ 33,437 $ 33,437
New York.................................................... 119 -- 25,260 25,379
New Jersey.................................................. -- 9,597 -- 9,597
Texas....................................................... 3 5,225 -- 5,228
Connecticut ................................................ 75 -- 485 560
Other (1)................................................... 1,148 -- 200 1,348
---------- ---------- ---------- ----------
Total................................................... $ 1,345 $ 14,822 $ 59,382 $ 75,549
========== ========== ========== ==========
(1) Consists of properties located in 17 states, none of which aggregated
over $236 in any one state.
The following table presents information regarding our impaired loans
at and for the years ended December 31:
2002 2001
--------------- ---------------
Book value............................................................... $ 43,035 $ 5,362
Allowance for loan losses................................................ (12,985) (591)
--------------- ---------------
Carrying value........................................................... $ 30,050 $ 4,771
=============== ===============
Average carrying value of impaired loans during the year................ $ 58,064 $ 24,151
Impaired loans at December 31, 2002 consisted of one nonresidential
loan and one multi-family loan. Impaired loans at December 31, 2001 consisted of
seven nonresidential loans.
92
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
NOTE 6 MATCH FUNDED ASSETS
Our match funded assets are comprised of the following at December 31:
2002 2001
---------------- ---------------
Single family residential loans (1)......................................... $ 38,129 $ 53,123
Allowance for loan losses................................................... (144) (170)
---------------- ---------------
Match funded loans, net.................................................. 37,985 52,953
--------------- ---------------
Match funded securities (at fair value)..................................... 8,057 19,435
--------------- ---------------
Match funded advances on loans serviced for others
Principal and interest................................................... 66,524 65,705
Taxes and insurance...................................................... 30,301 21,900
Other.................................................................... 24,877 14,358
--------------- ---------------
121,702 101,963
--------------- ---------------
$ 167,744 $ 174,351
=============== ===============
(1) Included $3,120 and $4,405 of non-performing loans at December 31, 2002
and 2001, respectively.
Match funded loans were acquired as a result of our acquisition of OAC
in 1999. 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, 2002, Loan
Group I consisted of approximately 281 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 173
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.
Each class of the notes is subject to redemption at our option at such
time when the remaining aggregate principal balance of the loans has declined to
less than 20% of the initial aggregate principal balance of the loans at the
transfer date. The transfer of the loans to the trust did not qualify for sales
treatment for accounting purposes, since OAC retained effective control of the
loans transferred. Accordingly, the proceeds received from the transfer are
reported as a secured borrowing with pledge of collateral (bonds-match funded
agreements) in our consolidated statement of financial condition. See Note 14.
Our 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 our loans were located at
December 31, 2002:
Michigan................................................. $ 6,344
Texas.................................................... 3,319
California............................................... 2,786
Massachusetts............................................ 2,467
Florida.................................................. 2,249
Other (1)................................................ 20,964
---------------
$ 38,129
===============
(1) Consists of properties located in 36 other states, none of which
aggregated over $2,091 in any one state.
Match funded securities resulted from our transfer of four unrated
residual securities to Ocwen NIMs Corp. on December 16, 1999 in exchange for
$43,000 in non-recourse notes (Series 1999-OAC1). Upon the transfer, we received
approximately $40,100 of proceeds.
93
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
With respect to Ocwen NIMs Corp., we act as the special servicer for
three of the underlying securitization trusts and as the master servicer for one
of the underlying securitization trusts. In connection with our role as master
servicer for one trust and as special servicer for the two of the other three
trusts, we have the option to cause each trust to adopt a plan of complete
liquidation at such time as the remaining aggregate principal balance of the
loans in the trust is equal to or less than 10% of the initial aggregate
principal balance of the loans at the date the trust was initiated. Through the
exercise of these rights, we may cause the early redemption of the notes issued
by Ocwen NIMs Corp. The transfer of the three securities by Ocwen to Ocwen NIMs
Corp. did not qualify for sales treatment for accounting purposes, since we
retained effective control over the securities transferred. Accordingly, the
amount of proceeds from the transfer is reported as a secured borrowing with
pledge of collateral (bonds-match funded agreements) in our consolidated
statement of financial condition. See Note 14.
The following table summarizes the maturities of our match funded
securities at December 31, 2002. Maturities are based on weighted-average unpaid
principal balance and reflect anticipated future prepayments based on a
consensus of dealers in the market.
Fair Value
---------------
Due within one year....................................... $ 1,118
Due after 1 through 5 years............................... 2,989
Due after 5 through 10 years.............................. 1,613
Due after 10 years........................................ 2,337
---------------
$ 8,057
===============
Match funded advances on loans serviced for others resulted from the
transfer of certain advances on loans serviced for others to a third party.
According to the terms of transfer agreement, we retain the option, at any time,
to purchase from the transferee up to 5% of the aggregate advances outstanding
and the right to select the specific advances to be repurchased. Accordingly, we
retain control of the advances and therefore the transfer did not qualify as a
sale for accounting purposes. As a result, the proceeds we received from the
transfer are reported as a secured borrowing with pledge of collateral
(bonds-match funded agreements) in our consolidated statement of financial
condition. See Note 14.
NOTE 7 REAL ESTATE OWNED
Real estate owned, net of valuation allowance, is held for sale and
comprised of the following property types at December 31:
2002 2001
---------- ----------
Single family residential........................ $ 1,886 $ 16,424
Nonresidential real estate....................... 60,153 94,041
---------- ----------
$ 62,039 $ 110,465
========== ==========
The following table sets forth by type of property certain geographical
information related to our real estate owned at December 31, 2002:
Single Family Residential Nonresidential Total
------------------------- ------------------------ ------------------------
No. of No. of No. of
Amount Properties Amount Properties Amount Properties
---------- ---------- ----------- ---------- ----------- ----------
Florida................................. $ -- -- $ 41,000 1 $ 41,000 1
Michigan................................ 4 2 18,616 4 18,620 6
Pennsylvania............................ 584 10 -- -- 584 10
California.............................. -- -- 537 1 537 1
New York................................ 354 2 -- -- 354 2
Other (1)............................... 944 35 -- -- 944 35
-------- -------- --------- -------- --------- --------
$ 1,886 49 $ 60,153 6 $ 62,039 55
======== ======== ========= ======== ========= ========
(1) Consists of properties located in 18 other states, none of which
aggregated over $219 in any one state.
94
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
The following schedule presents the activity, in aggregate, in the
valuation allowance on our real estate owned for the years ended December 31:
2002 2001 2000
----------- ----------- -----------
Balance at beginning of year............................................. $ 19,098 $ 18,142 $ 17,181
Provision for losses..................................................... 19,685 17,766 26,674
Charge-offs.............................................................. (5,304) (2,352) (4,129)
Sales.................................................................... (7,835) (14,458) (21,584)
----------- ----------- -----------
Balance at end of year................................................... $ 25,644 $ 19,098 $ 18,142
=========== =========== ===========
NOTE 8 INVESTMENT IN REAL ESTATE
Our investment in real estate consisted of the following at
December 31:
2002 2001
------------- -------------
Properties held for investment (1)
Office buildings.................................................................... $ 27,602 $ 32,132
Retail.............................................................................. 9,090 29,637
Building improvements............................................................... 17,387 17,513
Tenant improvements and lease commissions........................................... 2,795 4,537
Furniture and fixtures.............................................................. 30 52
------------- -------------
56,904 83,871
Accumulated depreciation............................................................ (5,316) (5,327)
------------- -------------
51,588 78,544
------------- -------------
Nonresidential loans accounted for as investments in real estate (2)................... 2,188 30,436
------------- -------------
Investment in real estate partnerships (3)............................................. 4,900 7,916
------------- -------------
$ 58,676 $ 116,896
============= =============
(1) We acquired these properties as a result of our acquisition of OAC in
1999. Our properties held for investment at December 31, 2002 are
comprised of one office building located in Jacksonville, Florida and
one retail shopping center located in Halifax, Nova Scotia. During
2002, we sold our shopping center located in Bradenton, Florida. We
recorded impairment charges of $14,549 during 2002.
(2) We acquired certain acquisition, development and construction loans in
January 2000 in which we participate in the expected residual profits
of the underlying real estate, and where the borrower has not
contributed substantial equity to the project. As such we account for
these loans under the equity method of accounting as though we had an
investment in a real estate limited partnership.
(3) Consists of interests in two limited partnerships operating as real
estate ventures, consisting of multi-family type properties.
NOTE 9 MORTGAGE SERVICING
Under contractual servicing agreements with investors, we service
mortgage and non-mortgage loans that we do not own. The total unpaid principal
balance of such loans we serviced for others was $32,069,363 and $23,164,012 at
December 31, 2002 and 2001, respectively, and is excluded from our consolidated
statements of financial condition. We similarly exclude from our statements of
financial condition funds representing collections of principal and interest we
have received from borrowers that are on deposit with an unaffiliated bank.
Those funds amounted to $581,507 and $324,027 at December 31, 2002 and 2001,
respectively. Servicing fees and other servicing-related income we earned on
loans we serviced for others, net of servicing rights amortization, amounted to
$112,720, $112,624 and $78,567 for the years ended December 31, 2002, 2001 and
2000, respectively. These net fees are included in servicing and other fees
95
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
in our consolidated statements of operations. In general, these servicing
agreements include guidelines and procedures for servicing the loans, including
servicing, remittance and reporting requirements, among other provisions.
We earn servicing and sub-servicing income primarily on mortgage loans
secured by real estate in 50 states. At December 31, 2002, the geographic
distribution based on the unpaid principal balance of the loans we serviced was
as follows:
Amount (1) No. of Loans (1)
---------------- ----------------
California.................................. $ 9,846,539 66,078
Florida..................................... 2,022,733 25,075
New York.................................... 1,786,745 17,009
Illinois.................................... 1,705,760 14,600
Texas....................................... 1,548,019 23,547
Other (2)................................... 15,159,567 190,369
------------ ------------
$ 32,069,363 336,678
============ ============
(1) Included 1,387 non-mortgage loans with an unpaid principal balance of
$236,866.
(2) Consisted of loans in 45 other states, none of which aggregated over
$1,097,771 in any one state.
The risk inherent in such concentrations is dependent upon regional and
general economic conditions that affect property values.
The following table summarizes the activity in our servicing rights for
the years ended December 31:
2002 2001
------------ ------------
Balance at the beginning of year........... $ 101,107 $ 51,426
Purchases.................................. 128,891 79,522
Amortization............................... (58,153) (29,841)
Sale....................................... (234) --
------------ ------------
Balance at the end of the year............. $ 171,611 $ 101,107
============ ============
At December 31, 2002 and 2001, we estimated the fair value of our
servicing rights to be $219,600 and $200,500, respectively.
Advances related to our loans serviced for others consisted of the
following at December 31:
2002 2001
------------ ------------
Principal and interest..................... $ 63,326 $ 107,319
Taxes and insurance........................ 117,937 99,972
Other...................................... 84,455 69,543
------------ ------------
$ 265,718 $ 276,834
============ ============
Advances related to our loans serviced for others do not include
advances on our loan portfolios of $638 and $6,349 at December 31, 2002 and
2001, respectively. These advances also do not include advances reported as part
of match funded assets. See Note 6.
96
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
NOTE 10 AFFORDABLE HOUSING PROPERTIES
Our investments in affordable housing properties were as follows at
December 31:
2002 2001
--------------- ---------------
Investments solely as a limited partner made before May 18, 1995................ $ -- $ 6,838
Investments solely as a limited partner made on or after May 18, 1995........... 11,962 21,768
Investments both as a limited and, through subsidiaries, as a general partner... 3,357 73,463
--------------- ---------------
$ 15,319 $ 102,069
=============== ===============
The qualified affordable housing projects underlying our investments in
affordable housing properties are geographically located throughout the United
States. At December 31, 2002, our largest single investment was $6,474, which
related to a project located in N. Wildwood, New Jersey.
We record income on our limited partnership investments made before May
18, 1995 under the level yield method as a reduction of income tax expense. This
income amounted to $521, $388 and $2,093 for the years ended December 31, 2002,
2001 and 2000, respectively. For 2000, we also recorded additional income tax
expense of $6,875 related to certain of our limited partnership investments made
before May 18, 1995 resulting from the sale of those investments in advance of
their maturity for tax credit purposes. As a result, we could not realize all of
the deferred tax benefit that had been previously recorded by us under the level
yield method, and we reversed the related accrual for the excess benefits. For
limited partnership investments made after May 18, 1995, and for investments as
a limited and, through subsidiaries, as a general partner, we recognized tax
credits of $2,164, $1,690 and $7,359 for the years ended December 31, 2002, 2001
and 2000, respectively, and recorded a loss after depreciation of $1,066, $993
and $3,483 from operations on the underlying real estate for the years ended
December 31, 2002, 2001 and 2000, respectively.
Included in our gains on other non-interest earning assets, net, for
the years ended December 31, 2002, 2001 and 2000, are gains (losses) of $444,
$(956) and $497, respectively, on the sales of affordable housing properties.
The properties sold in 2002, 2001 and 2000 had carrying values, net of reserves,
of $73,087, $55,652 and $28,942, respectively.
During 2002 and 2001, we recorded charges of $17,350 and $15,587,
respectively, to reserve for estimated losses from the sales of properties. We
incurred an additional charge during 2002 of $3,944 to record a discount on a
long-term note receivable taken in consideration for the sale of seven
properties. We are accreting this discount to income over the term of the
related receivable balance, which extends through September 2014. During 2000,
we entered into transactions to sell twenty-five of our 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
certain contingencies with respect to potential repurchase requirements. We
recorded a charge to earnings during 2000 of $6,448 reflecting the expected net
loss to be incurred upon completion of these transactions. At December 31, 2002
and 2001, our investments in affordable housing properties included $4,458 and
$49,893, respectively of properties subject to sales agreements that had not yet
qualified as sales for accounting purposes.
97
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
NOTE 11 PREMISES AND EQUIPMENT
Our premises and equipment are summarized as follows at December 31:
2002 2001
-------------- --------------
Computer hardware and software.............................................. $ 64,730 $ 53,557
Buildings................................................................... 19,530 19,270
Leasehold improvements...................................................... 10,011 9,788
Land and land improvements.................................................. 4,041 4,041
Furniture and fixtures...................................................... 9,072 8,810
Office equipment............................................................ 2,564 1,773
Less accumulated depreciation and amortization.............................. (65,680) (52,650)
-------------- --------------
$ 44,268 $ 44,589
============== ==============
Depreciation expense amounted to $12,985, $11,398 and $12,248 for 2002,
2001 and 2000, respectively (of which $2,647, $2,344 and $2,353 for 2002, 2001
and 2000, respectively, related to computer software). Buildings represent our
customer service and collection facility in Orlando, Florida.
NOTE 12 DEPOSITS
Our deposits consisted of the following at December 31:
2002 2001
------------- -------------
Non-interest-bearing deposits................................................ $ 4,378 $ 5,624
NOW and money market checking accounts....................................... 17,720 15,479
Savings accounts............................................................. 1,592 1,287
------------- -------------
23,690 22,390
------------- -------------
Certificates of deposit (1)(2)............................................... 402,917 636,037
Unamortized deferred fees.................................................... (637) (1,549)
------------- -------------
402,280 634,488
------------- -------------
$ 425,970 $ 656,878
============= =============
(1) At December 31, 2002 and 2001, certificates of deposit, net of
unamortized deferred fees, included $198,248 and $484,698,
respectively, of brokered deposits originated through national,
regional and local investment banking firms which solicit deposits from
their customers, all of which are non-cancelable. We did not issue any
new brokered certificates of deposit during 2002 or 2001 and, at this
time, do not intend to issue any such deposits in the foreseeable
future.
(2) At December 31, 2002 and 2001, certificates of deposit with outstanding
balances of $100 or more amounted to $125,451 and $82,771,
respectively. Of the $125,451 of uninsured deposits at December 31,
2002, $49,507 were from political subdivisions in New Jersey and are
secured or collateralized as required under state law.
The contractual remaining maturity of our certificates of deposit at
December 31, 2002 is as follows:
Within one year.............................................. $ 269,315
Within two years............................................. 78,467
Within three years........................................... 29,036
Within four years............................................ 1,528
Within five years............................................ 3,945
Thereafter................................................... 19,989
------------
$ 402,280
============
98
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
We amortize deferred fees on certificates of deposit on a straight-line
basis over the term of the respective certificates of deposit. Such amortization
amounted to $912, $2,441 and $4,419 for the years ended December 31, 2002, 2001
and 2000, respectively, and is included in interest expense on deposits.
Interest expense we incurred by type of deposit account was as follows for the
years ended December 31:
2002 2001 2000
----------- ----------- -----------
NOW accounts and money market checking................................ $ 239 $ 393 $ 532
Savings............................................................... 18 29 37
Certificates of deposit............................................... 27,198 59,545 97,655
----------- ----------- -----------
$ 27,455 $ 59,967 $ 98,224
=========== =========== ===========
Accrued interest payable on our deposits amounted to $3,093 and $6,858
at December 31, 2002 and 2001, respectively.
NOTE 13 ESCROW DEPOSITS ON LOANS AND LOANS SERVICED FOR OTHERS
Escrow deposits on loans we own and on loans we serviced for others
consisted of the following at December 31:
2002 2001
--------------- ---------------
Taxes and insurance payments held on loans serviced for others............... $ 67,007 $ 65,009
Other escrow deposits........................................................ 17,979 8,556
--------------- ---------------
$ 84,986 $ 73,565
=============== ===============
NOTE 14 BONDS-MATCH FUNDED AGREEMENTS
Our bonds-match funded agreements are accounted for as secured
borrowings with pledges of collateral and were comprised of the following at
December 31:
Collateral 2002 2001
- ----------------------------------------------------------------------------- --------------- ---------------
Single family residential loans.............................................. $ 32,217 $ 46,145
Unrated residual securities.................................................. 8,057 18,997
Advances on loans serviced for others........................................ 106,797 91,766
--------------- ---------------
$ 147,071 $ 156,908
=============== ===============
Our bonds-match funded agreements are obligations secured by the
collateral underlying the related match funded assets, and are repaid through
the cash proceeds arising from those assets.
At December 31, 2002 and 2001, our bonds-match funded agreements had a
weighted average interest rate of 3.13% and 3.97%, respectively. Accrued
interest payable on our bonds-match funded agreements amounted to $108 and $97
at December 31, 2002 and 2001, respectively. We incurred interest expense on our
bonds-match funded agreements of $6,573, $7,315 and $11,484 during 2002, 2001
and 2000, respectively.
Our bonds-match funded agreements contain various qualitative and
quantitative covenants that, among other things, establish requirements for the
monitoring and reporting of specified financial transactions and reporting on
defined events affecting the collateral underlying the agreements.
The facility underlying our bonds-match funded agreements
collateralized by advances on loans serviced for others, if not renewed, will
mature in December 2003. This would preclude our ability to finance further
advances through this facility.
99
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
NOTE 15 LINES OF CREDIT AND OTHER SHORT-TERM BORROWINGS
Through our subsidiaries we have obtained secured lines of credit from
various unaffiliated financial institutions as follows:
Balance Amount of Committed Maturity
Collateral Outstanding Facility Amount Date Interest Rate(3)
- ----------------------------------- --------------- ----------- ------------- -------------- ----------------------------
December 31, 2002
Advances on loans serviced
for others (1).............. $ 78,511 $ 100,000 $ 78,511 April 2003 LIBOR + 200 basis points
December 31, 2001
Real estate investments and
commercial loans (2)........ $ 32,463 $ 200,000 $ 115,580 June 2002 LIBOR + 240 basis points
Advances on loans serviced
for others (1).............. 51,841 100,000 $ 51,841 October 2002 LIBOR + 200 basis points
---------
$ 84,304
=========
(1) This line was entered into during 2001 to fund servicing advances.
(2) Acquired in connection with our acquisition of OAC.
(3) LIBOR was 1.38% and 1.87% at December 31, 2002 and 2001, respectively.
The maximum month end amount of our borrowings under lines of credit
was $106,673 and $119,648 for the years ended December 31, 2002 and 2001,
respectively. The average balance of obligations outstanding under lines of
credit was $88,282 and $82,604 during the years ended December 31, 2002 and
2001, respectively, and the weighted average interest rates were 4.29% and
6.67%, respectively.
Accrued interest payable on our obligations outstanding under lines of
credit amounted to $226 and $171 at December 31, 2002 and 2001, respectively.
Interest expense we incurred on our obligations outstanding under lines of
credits amounted to $3,787, $5,511 and $13,881 during 2002, 2001 and 2000,
respectively.
In addition to our lines of credit listed above, through the Bank, we
have the capacity to borrow from the Federal Home Bank of New York ("FHLB") up
to an aggregate of $50,000 (subject to the availability of acceptable
collateral), at the prevailing market rate. This facility matures in March 2003.
We had no advances from the FHLB during the years ended December 31, 2002 and
2001.
At December 31, 2002, we had $0 of repurchase agreements outstanding as
compared to $79,405 at December 31, 2001. At December 31, 2001 repurchase
agreements ranged in maturity from two to seven days and had interest rates
ranging from 1.80% to 1.89%. The maximum month end amount of our borrowings
through repurchase agreements was $66,817 and $92,095 during the years ended
December 31, 2002 and 2001, respectively. The average balance of repurchase
agreements outstanding was $12,774 and $19,500 during the years ended December
31, 2002 and 2001, respectively, and the weighted average interest rates were
1.84% and 2.71%, respectively.
As of December 31, the weighted average interest rates of our
obligations outstanding under lines of credit and reverse repurchase agreements
were as follows:
2002 2001
------------ ------------
Lines of credit............................ 3.38% 4.02%
Repurchase agreements...................... --% 1.87%
100
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
NOTE 16 NOTES, DEBENTURES AND OTHER INTEREST-BEARING OBLIGATIONS
Our notes, debentures and other interest-bearing obligations mature as
follows:
December 31,
----------------------------
2002 2001
----------- -----------
2003
11.875% Notes due October 1............................................................. $ 43,475 $87,025
Loan due September 30 (LIBOR plus 250 basis points or a minimum of 8%).................. 4,235 --
2004
Loan due May 24 (LIBOR plus 250 basis points)........................................... -- 6,235
2005
12% Subordinated Debentures due June 15................................................. 33,500 67,000
11.5% Notes due July 1.................................................................. -- 45
----------- -----------
$ 81,210 $ 160,305
=========== ===========
In addition to the specific requirements discussed below, each of our
notes and debentures contain qualitative and quantitative covenants that
establish, among other things, the maintenance of specified net worth and
restrictions on future indebtedness, as well as the monitoring and reporting of
various specified transactions or events.
We issued our 11.875% Notes due October 1, 2003, ("the Notes") in the
original amount of $125,000 with interest payable semiannually on April 1 and
October 1. The Notes are unsecured general obligations and are subordinated in
right of payment to the claims of creditors of our subsidiaries.
On November 26, 2002 we exercised our redemption option and called
$40,000 of the Notes at a price of 102.969%. We may redeem the remaining balance
of the Notes at our option, in whole or in part, at a redemption price of
102.969% (expressed as a percentage of the principal amount) plus accrued and
unpaid interest, if redeemed prior to the maturity on October 1, 2003. Earlier
in 2002, we also repurchased $3,550 of the Notes in the open market. We incurred
a loss of $1,508 on these transactions in 2002. During 2001, we repurchased
$13,025 of our Notes in the open market, resulting in gains of $52.
The indenture governing the Notes requires that we 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. We
maintained an investment in cash and cash equivalents of $5,172 and $10,366 at
December 31, 2002 and 2001, respectively, that is restricted for purposes of
meeting this liquidity requirement. The indenture further provides that we 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.
In connection with the issuance of the Notes, we incurred certain costs
that we capitalized and are amortizing on a straight-line basis over the life of
the Notes. The unamortized balance of these issuance costs amounted to $253 and
$1,185 at December 31, 2002 and 2001, respectively, and is included in other
assets. Accrued interest payable on the Notes amounted to $1,291 and $2,583 at
December 31, 2002 and 2001, respectively. We incurred interest expense on the
Notes of $9,681, $11,465 and $12,293 during 2002, 2001 and 2000 respectively.
The Bank issued its 12% Subordinated Debentures due 2005 (the
"Debentures") 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.
101
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
The Bank may redeem the Debentures at any time at its option, 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
- ---- ----------------
2002 ........................................................ 102.667%
2003 ........................................................ 101.333%
2004 and thereafter.......................................... 100.000%
On November 26, 2002 the Bank exercised its redemption option and called $33,500
of the Debentures at a redemption price of 102.667%, resulting in a loss of
$1,025. During 1999, the Bank repurchased $33,000 of its debentures in the open
market, resulting in a gain of $1,025. There were no repurchases during 2001 or
2000.
In connection with the issuance of the Debentures, the Bank incurred
certain costs that we capitalized and are amortizing on a straight-line basis
over the expected life of the Debentures. The unamortized balance of these
issuance costs amounted to $94 and $617 at December 31, 2002 and 2001,
respectively, and is included in other assets. Accrued interest payable on the
Debentures amounted to $168 and $335 at December 31, 2002 and 2001,
respectively. We incurred interest expense on the Debentures of $7,660, $8,040
and $8,040 during 2002, 2001 and 2000, respectively.
As a result of our acquisition of OAC in October 1999, we assumed the
11.5% Redeemable Notes (the "Redeemable Notes") due 2005, which OAC issued
during 1998 in the original amount of $150,000. During 2000, OAC repurchased in
the open market $44,930 of the outstanding balance of its Redeemable Notes.
These repurchases resulted in gains of $8,073. Additionally, on December 21,
2000, we acquired $98,025 in aggregate principal outstanding of the Redeemable
Notes pursuant to our tender offer and consent solicitation dated November 14,
2000. This repurchase resulted in a gain of $9,452. On November 5, 2002 OAC
exercised its redemption option and called the remaining $45 balance at a price
of 105.75%, resulting in a loss of $2. We incurred interest expense on the
Redeemable Notes of $4, $5 and $13,680 during 2002, 2001 and 2000, respectively.
NOTE 17 CAPITAL SECURITIES
In August 1997, Ocwen Capital Trust ("OCT") issued $125,000 of 10.875%
Capital Securities (the "Capital Securities"). OCT invested the proceeds from
issuance of the Capital Securities in 10.875% Junior Subordinated Debentures
issued by OCN. The Junior Subordinated Debentures, which represent the sole
assets of OCT, will mature on August 1, 2027. During 2002, 2001 and 2000, we
repurchased $4,910, $18,371 and $30,470, respectively, of our Capital Securities
in the open market, resulting in gains of $1,074, $3,723 and $11,739,
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 10.875% of the liquidation amount of
$1,000 per Capital Security. OCN guarantees payment of distributions out of
moneys held by OCT, and payments on liquidation of OCT or the redemption of
Capital Securities, to the extent OCT has funds available. If Ocwen Financial
Corporation 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 therefor.
Accumulated distributions payable on the Capital Securities amounted to $2,549
and $2,771 at December 31, 2002 and 2001, respectively, and are included in
accrued interest payable.
We have 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, we 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 we defer interest payments on the Junior
Subordinated Debentures, distributions on the Capital Securities will also be
deferred, and we may not, nor may any of our subsidiaries, (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, their capital stock or (ii) make any
payment of principal, interest or premium, if any, on or repay, repurchase or
redeem any debt
102
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
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 10.875% per annum, compounded
semiannually.
We may redeem the Junior Subordinated Debentures before maturity at our
option, 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, we treat OCT as a subsidiary and,
accordingly, the accounts of OCT are included in our consolidated financial
statements. We eliminate intercompany balances and transactions with OCT,
including the balance of Junior Subordinated Debentures outstanding, in our
consolidated financial statements. We present the Capital Securities in a
separate caption between liabilities and stockholders' equity in our
consolidated statement of financial condition as "Company-obligated, mandatorily
redeemable securities of subsidiary trust holding solely Junior Subordinated
Debentures of the Company." We report distributions on the Capital Securities in
a separate caption immediately following non-interest expense in our
consolidated statement of operations. We intend to continue this method of
accounting in the future.
In connection with our issuance of the Capital Securities, we incurred
certain costs that we capitalized and are amortizing over the term of the
Capital Securities. The unamortized balance of these issuance costs amounted to
$1,841 and $2,083 at December 31, 2002 and 2001, respectively, and are included
in other assets.
NOTE 18 BASIC AND DILUTED EARNINGS PER SHARE
We are required to present both basic and diluted EPS on the face of
our 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. We calculate diluted EPS by dividing net
income by the weighted average number of common shares outstanding, including
the dilutive potential common shares related to outstanding stock options.
The following is a reconciliation of the calculation of basic EPS to
diluted EPS for the years ended December 31:
2002 2001 2000
----------- ----------- -----------
Net income (loss)...................................................... $ (68,775) $ (124,782) $ 2,192
=========== =========== ===========
Basic EPS
Weighted average shares of common stock............................. 67,321,299 67,227,058 67,427,662
=========== =========== ===========
Basic EPS........................................................... $ (1.02) $ (1.86) $ 0.03
=========== =========== ===========
Diluted EPS
Weighted average shares of common stock............................. 67,321,299 67,227,058 67,427,662
Effect of dilutive securities
Stock options (1)................................................. -- -- 36,381
----------- ----------- -----------
67,321,299 67,227,058 67,464,043
=========== =========== ===========
Diluted EPS......................................................... $ (1.02) $ (1.86) $ 0.03
=========== =========== ===========
(1) Excludes the effect of all options in 2002 and 2001 because options are
antidilutive in the event of a loss and the effect of 1,718,133 of
options that are antidilutive for 2000 because their exercise price is
greater than the market price of our stock at December 31, 2000.
103
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
NOTE 19 DERIVATIVE FINANCIAL INSTRUMENTS
We use derivative financial instruments for the purpose of managing our
exposure to adverse fluctuations in interest and foreign currency exchange
rates.
Because interest rate futures 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. We are exposed to credit loss in the event of nonperformance by the
counterparty to the interest rate and currency swaps and control this risk
through credit monitoring procedures. The notional principal amount does not
represent our exposure to credit loss.
Interest Rate Risk Management
In managing our interest rate risk, we enter into interest rate swaps
from time to time. Under interest rate swaps, we agree with other parties to
exchange, at specified intervals, the difference between fixed-rate and
floating-rate interest amounts calculated by reference to an agreed upon
notional amount. The terms of the interest rate swaps provided for us to receive
a floating rate of interest based on the London Interbank Offered Rate ("LIBOR")
and to pay fixed interest rates. We used these interest rate swaps to alter the
interest rate on LIBOR rate debt incurred to fund our acquisitions of real
estate, subordinate and residual securities and securities sold under agreements
to repurchase.
We are exposed to credit loss when we enter into interest rate swaps
if: (i) the counterparty to the interest rate swap does not perform and (ii) the
floating interest rate that we receive exceeds the fixed interest rate that we
pay. All the counterparties had 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 our
interest rate swaps were exchange-traded, there are a number of financial
institutions which enter into these types of transactions as part of their
day-to-day activities.
We had no interest rate swaps outstanding at December 31, 2002. Our
swaps had the effect of increasing (decreasing) net interest income by $2 and
$(148) for the years ended December 31, 2001 and 2000, respectively. During 2001
and 2000, we realized gains (losses) of $(9) and $575 on swaps that we included
in net operating gains on investments in real estate.
We have purchased amortizing caps and floors to hedge our interest rate
exposure relating to our 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." We receive 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 our outstanding caps and floors at December
31, 2002 and 2001 are as follows:
Notional
Amount Maturity Index Strike Rate Fair Value
-------------- -------------- -------------- -------------- --------------
December 31, 2002
Caps........................ $ 111,799 October 2003 LIBOR 1-Month 7.00% $ --
Floors...................... 30,563 October 2003 CMT 2-Year 4.35 592
------------
$ 592
============
December 31, 2001
Caps........................ $ 125,933 October 2003 LIBOR 1-Month 7.00% $ 104
Floors...................... 34,100 October 2003 CMT 2-Year 4.35 300
------------
$ 404
============
104
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
During 2001, we determined that our caps and floors no longer qualified
for hedge accounting. Unrealized gains included in earnings to record our caps
and floors at fair value during 2002 and 2001 amounted to $188 and $404,
respectively. Amortization of the caps and floors amounted to $391 and $1,172
during the years ended December 31, 2001 and 2000, respectively.
We purchased no swaptions, put options, U.S. Treasury futures contracts
or US Agency futures contracts during 2002 or 2001. The following table
summarizes our net realized gains and (losses) on the following financial
instruments included in earnings for year ended December 31, 2000.
Swaptions and put options....................................... $ (374)
U.S. Treasury and Agency futures................................ (617)
The fair value of our interest rate swaps and caps and floors
represents the estimated amount that we 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 our use of
interest rate risk management instruments:
Notional Amount
----------------------------------------------
Interest Rate
Swaps Caps Floors
------------- ------------- -------------
Balance, December 31, 2000................................................. $ 33,000 $ 141,674 $ 37,787
Maturities................................................................. (33,000) (15,741) (3,686)
--------- --------- ---------
Balance, December 31, 2001................................................. -- 125,933 34,101
Maturities................................................................. -- (14,134) (3,538)
--------- --------- ---------
Balance, December 31, 2002................................................. $ -- $ 111,799 $ 30,563
========= ========= =========
Foreign Currency Exchange Rate Risk Management
We enter into foreign currency derivatives to hedge our investments in
our foreign subsidiaries which own residual interests backed by residential
loans originated in the UK ("UK residuals") and in our shopping center located
in Halifax, Nova Scotia ("the Nova Scotia shopping center"). It is our policy to
periodically adjust the amount of foreign currency derivative contracts we have
entered into in response to changes in our investments in these assets. Currency
futures are commitments to either purchase or sell foreign currency at a future
date for a specified price.
We have determined that the local currency of our investment in UK
residuals and our investment in the Nova Scotia Shopping Center is the
functional currency. Our foreign currency derivative financial instruments
qualify for hedge accounting. Accordingly, we include the gains or losses in the
net unrealized foreign currency translation in accumulated other comprehensive
income in stockholders' equity.
The following table sets forth the terms and values of our foreign
currency financial instruments at December 31, 2002 and 2001:
Strike
Position Maturity Notional Amount Rate Fair Value
------------ ------------ ----------------- ----------- -------------
December 31, 2002
Canadian Dollar currency futures............. Short March 2003 C$ 11,400 0.6390 $ 78
British Pound currency futures............... Short March 2003 (pound) 18,750 1.5599 (793)
----------
$ (715)
==========
December 31, 2001
Canadian Dollar currency futures............. Short March 2002 C$ 34,000 0.6380 $ 353
British Pound currency futures............... Short March 2002 (pound) 17,250 1.4350 (235)
----------
$ 118
==========
Before the sale of our equity investment in Kensington in 2000, we
entered into a British Pound currency forward ("currency forward") with an
AAA-rated counterparty to hedge our equity investment in Kensington. In
connection with the sale of the equity investment in Kensington, the currency
forward was closed in November 2000.
105
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
NOTE 20 INCOME TAXES
The components of income tax expense (benefit) were as follows:
Years Ended December 31,
----------------------------------------
Current 2002 2001 2000
---------- ---------- ----------
Federal..................................................................... $ 1,817 $ -- $ (24,744)
State....................................................................... -- -- 261
---------- ---------- ----------
1,817 -- (24,483)
---------- ---------- ----------
Deferred
Federal..................................................................... (30,798) (21,339) 25,714
State....................................................................... (2,085) (2,009) 216
Provision for valuation allowance on prior year's deferred tax asset........ -- 83,000 17,500
Provision for valuation allowance on current year's deferred tax asset...... 34,049 23,348 --
---------- ---------- ----------
Income tax expense before change in accounting principle.................... 2,983 83,000 18,947
Income tax expense on change of accounting principle........................ (1,166) -- --
---------- ---------- ----------
Total....................................................................... $ 1,817 $ 83,000 $ 18,947
========== ========== ==========
Income tax expense before the effect of change in accounting principle
differs from the amounts computed by applying the U.S. Federal corporate income
tax rate of 35% as follows:
Years Ended December 31,
----------------------------------------
2002 2001 2000
---------- ---------- ----------
Expected income tax expense (benefit) at statutory rate..................... $ (27,933) $ (14,532) $ 7,993
Differences between expected and actual expense (benefit)
Excess of cost over net assets acquired, net............................. 1,051 1,108 1,078
Excess of net assets acquired over purchase price........................ -- (6,416) (4,939)
State tax (after Federal tax benefit).................................... (1,355) (1,306) 310
Low-income housing tax credits........................................... (2,685) (2,078) (2,577)
Deferred tax asset valuation allowance current year tax benefit.......... 34,049 23,348 --
Deferred tax asset valuation allowance prior year........................ -- 83,000 17,500
Other.................................................................... (144) (124) (418)
---------- ---------- ----------
Actual income tax expense (benefit).................................... $ 2,983 $ 83,000 $ 18,947
========== ========== ==========
For taxable years beginning before 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 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 has had
no material impact on the Bank's or OCN's operations or financial position.
106
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
We have not recognized a deferred tax liability 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, 2002 and 2001, 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.
The net deferred tax asset was comprised of the following as of:
December 31,
-------------------------------
2002 2001
------------- -------------
Deferred Tax Assets
Tax residuals and deferred income on tax residuals ........................... $ 4,506 $ 3,176
State taxes .................................................................. 7,944 5,685
Accrued profit sharing ....................................................... 2,597 2,271
Accrued other liabilities .................................................... 317 206
Interest expense related to discount loan portfolio .......................... 7,031 7,031
Valuation allowance on real estate owned ..................................... 11,895 6,873
Gain on loan foreclosure ..................................................... 4,891 7,009
Bad debt and allowance for loan losses ....................................... 14,936 11,021
Impairment on securities available for sale and unrealized gains
and losses on trading securities ........................................... 57,709 71,866
Mortgage servicing rights amortization ....................................... 11,564 5,971
Goodwill amortization ........................................................ 1,267 451
Foreign currency exchange .................................................... 1,075 1,068
Capital loss carryforward .................................................... 9,347 4,160
Net operating loss carryforward .............................................. 26,178 15,647
Partnership losses and low-income housing tax credits ........................ 51,078 40,782
Other ........................................................................ 2,821 --
------------- -------------
215,156 183,217
------------- -------------
Deferred Tax Liabilities
Deferred interest income on discount loan portfolio .......................... 6,421 6,421
Research and development costs ............................................... 1,078 1,294
Other ........................................................................ -- 1,870
------------- -------------
7,499 9,585
------------- -------------
207,657 173,632
Valuation allowances ............................................................ (199,270) (165,221)
------------- -------------
Net deferred tax asset .......................................................... $ 8,387 $ 8,411
============= =============
As of December 31, 2002, we had a deferred tax asset valuation
allowance totaling $199,270. This allowance is comprised of $38,873 relating to
built-in loss limitations arising from our acquisition of OAC and $126,348
relating to our evaluation of the future realization of prior years deferred tax
asset and $34,049 related to the future realization of our current year tax
benefit.
We conduct 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 taxable
income, the future reversal of temporary differences, tax character and the
impact of tax planning strategies that can be implemented if warranted. As a
result of this evaluation, we included in the tax provision an increase of
$34,049, $106,348 and $17,500 to the valuation allowance for 2002, 2001 and 2000
respectively.
Before our acquisition of OAC, OAC was a REIT for federal tax purposes
and filed a REIT federal income tax return through October 20, 1999. We have
included OAC in our 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 Ocwen Financial Corporation 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
107
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
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, we established a
corresponding deferred tax asset valuation allowance at the acquisition date as
part of purchase accounting in the amount of $38,873.
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, 2002, 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, 2002 we had net operating loss
carryforwards of $74,795, of which $13,746 expire in 2018, $10,771 expire in
2021 and $50,278 expire in 2022. At December 31, 2002, we had tax credit
carryforwards of $37,291 related to our low-income housing tax credits, which
expire in 2018, 2019, 2020, 2021 and 2022.
NOTE 21 EMPLOYEE BENEFIT AND COMPENSATION PLANS
We maintain a defined contribution plan to provide postretirement
benefits to our eligible employees. We also adopted a number of compensation
plans for certain of our employees. We designed these plans to facilitate a
pay-for-performance policy, further align the interests of our officers and key
employees with the interests of our shareholders and assist in the attraction
and retention of employees vital to our long-term success. These plans are
summarized below.
Retirement Plan
We maintain a defined contribution 401(k) plan. We match 50% of each
employee's contributions, limited to 2% of the employee's compensation. Our
contributions to the 401(k) plan for the years ended December 31, 2002, 2001 and
2000, were $593, $613 and $694, respectively.
In connection with our 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. We froze and fully funded the
Plan after the plan year ended December 31, 1993.
Annual Incentive Plan
The Ocwen Financial Corporation 1998 Annual Incentive Plan (the "AIP")
is our primary incentive compensation plan for executives and other key
employees. Under the terms of the AIP participants can earn cash and equity
based awards as determined by the Compensation Committee. The awards are based
on objective performance criteria established by the Committee, including growth
in our core businesses, reduction in non-core assets, cost savings through Six
Sigma initiatives and utilization of India operations and the achievement of
other established performance goals. Non-qualified stock options to purchase our
common stock are issued as part of the AIP and are granted pursuant to the Ocwen
Financial Corporation 1991 Non-Qualified Stock Option Plan.
108
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
The following table provides a summary of our stock option activity for
the years ended December 31, 2002, 2001 and 2000, respectively, and stock
options exercisable at the end of each of those year:
2002 2001 2000
------------------------- ------------------------- -------------------------
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....... 4,655,269 $ 9.01 3,424,594 $ 13.11 2,013,201 $ 14.09
Granted (1)............................ 634,228 1.87 1,584,093 7.67 1,617,461 4.09
Exercised.............................. (32,937) 4.62 (128,156) 4.59 -- --
Forfeited.............................. (542,856) 9.90 (225,262) 4.87 (206,068) 14.74
----------- ----------- -----------
Outstanding at end of year............. 4,713,704 7.97 4,655,269 9.01 3,424,594 9.33
=========== =========== ===========
Exercisable at end of year............. 2,738,463 9.47 2,483,697 11.29 1,885,048 13.11
=========== =========== ===========
(1) The weighted average grant-date fair value was $2.67 in 2002, $8.36 in
2001 and $5.84 in 2000.
The following table summarizes information about our stock options
outstanding at December 31:
Options Outstanding Options Exercisable
--------------------------------------- -------------------------
Weighted Weighted
Average Remaining Average
Number of Exercise Contractual Number of Exercise
Options Price Life Options Price
----------- ----------- ----------- ----------- -----------
2002............................................... 634,228 $ 1.87 10 126,846 $ 1.87
2001............................................... 1,446,257 7.85 9 424,272 5.79
2000............................................... 1,142,683 4.09 8 696,809 4.09
1999............................................... 190,594 6.25 7 190,594 6.25
1998............................................... 95,585 12.31 6 95,585 12.31
1997............................................... 586,935 20.35 5 586,935 20.35
1996............................................... 528,422 11.00 4 528,422 11.00
1995............................................... 89,000 2.88 3 89,000 2.88
----------- -----------
4,713,704 7.97 2,738,463 9.47
=========== ===========
After the award of 634,228 options for 2002, 6,725,536 authorized
shares remain and are available for future awards of stock options.
Stock options we awarded under the Former Plan have a one-year vesting
period. Stock options we awarded under the AIP for 1998 and 1999 vest ratably
over a three-year period. Stock options we awarded under the AIP for 2000 and
thereafter vest ratably over a five-year period including the award year. The
term of all options granted is ten years from the grant date. We treat the
difference, if any, between the fair market value of our stock at the date of
grant and the exercise price as compensation expense. We record compensation
expense ratably over the vesting period of the grant. Included in compensation
expense for the years ended December 31, 2002, 2001 and 2000 was $923, $1,038
and $572, respectively, related to options granted below fair market value.
Long-Term Incentive Plan
In May 1998, our shareholders approved the Ocwen Financial Corporation
Long-Term Incentive Plan (the "LIP"). Participation in the LIP was limited to
officers and other key employees and designated subsidiaries that were selected
by the LIP Administrator. We suspended the LIP in 2000 and reversed the related
accrual of $6,012 for 1999 and 1998. We recorded compensation expense of $3,645
and $2,367 in 1999 and 1998, respectively, under the LIP.
109
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
NOTE 22 STOCKHOLDERS' EQUITY
On May 9, 2000, we announced that our Board of Directors authorized the
repurchase of up to six million of our issued and outstanding shares of common
stock. As of December 31, 2002, we had not repurchased any shares.
NOTE 23 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,
2002, 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, 2002 and 2001, 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 regarding components, risk-weightings and other factors.
There are no conditions or events since December 31, 2002 that we believe have
changed the Bank'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 as well as with the
regulatory capital requirements of general applicability (as indicated in the
table 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.
We have an active ongoing dialogue with the OTS regarding our various
businesses and business plans, and we continue to be subject to a number of
restrictions with respect to our future operations. Following the completion of
the annual safety and soundness examination of the OTS in 2000, we submitted a
written business plan and budget to the OTS regarding our plans for the
business, primarily that of the Bank, over the next several years. The primary
focus of that plan was the reduction in our non-core business activities and the
reduction of our deposit liabilities and long-term debt obligations as we
focused on the growth of our fee-based business activities.
The initial plan was approved by the OTS in February 2001. Since that
time, we submitted a revised plan to the OTS in April of 2002. Based on
discussions with the OTS regarding the revised plan, we have agreed to limit our
investment in mortgage servicing rights to approximately 60% of core capital
(before any deduction thereto for servicing rights) at the Bank and 50% of
stockholders' equity on a consolidated basis. We regularly review actual results
as compared to our plan with the OTS on a less formal basis. At this time, we
remain substantially in compliance with the plan as modified over time.
110
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
The following table summarizes the Bank's actual and required
regulatory capital at December 31, 2002 and 2001:
To Be Well
Capitalized For Committed
Minimum For Capital Prompt Corrective Capital
Actual Adequacy Purposes Action Provisions Requirements
-------------------- -------------------- -------------------- ------------
Ratio Amount Ratio Amount Ratio Amount Ratio
------- ---------- ------- ---------- ------- ---------- ------------
December 31, 2002
Stockholders' equity and ratio to total assets.. 16.62% $ 161,242
Non-includable subsidiary....................... (875)
Disallowed deferred tax assets.................. (1,053)
Disallowed servicing assets..................... (10,662)
----------
Tier 1 (core) capital and ratio to adjusted
total assets................................. 15.51% 148,652 4.00% $ 38,325 5.00% $ 47,907 9.00%
Non-mortgage servicing rights................... (2,703)
----------
Tangible capital and ratio to tangible assets... 15.28% $ 145,949 1.50% $ 14,331
==========
Tier 1 capital, and ratio to risk-weighted
assets....................................... 18.76% $ 148,652 6.00% $ 47,555
----------
Allowance for loan losses....................... 10,019
Qualifying subordinated debentures.............. 13,400
----------
Tier 2 capital.................................. 23,419
----------
Total risk-based capital and ratio to
risk-weighted assets......................... 21.71% $ 172,071 8.00% $ 63,407 10.00% $ 79,259 13.00%
==========
Total regulatory assets......................... $ 969,945
==========
Adjusted total assets........................... $ 958,133
==========
Tangible assets................................. $ 955,430
==========
Risk-weighted assets............................ $ 792,589
==========
December 31, 2001
Stockholders' equity and ratio to total assets.. 14.62% $ 204,640
Non-includable subsidiary....................... (1,233)
Disallowed deferred tax assets.................. (4,515)
Disallowed servicing assets..................... (10,077)
----------
Tier 1 (core) capital and ratio to adjusted
total assets................................. 13.64% 188,815 4.00% $ 55,359 5.00% $ 69,199 9.00%
Non-mortgage servicing assets................... (3,447)
----------
Tangible capital and ratio to tangible assets... 13.43% $ 185,368 1.50% $ 20,708
==========
Tier 1 capital and ratio to risk-weighted
assets....................................... 18.41% $ 188,815 6.00% $ 61,546
----------
Allowance for loan losses....................... 10,290
Qualifying subordinated debentures.............. 40,200
----------
Tier 2 capital.................................. 50,490
----------
Total risk-based capital and ratio to
risk-weighted assets......................... 23.33% $ 239,305 8.00% $ 82,062 10.00% $ 102,577 13.00%
==========
Total regulatory assets......................... $1,399,676
==========
Adjusted total assets........................... $1,383,980
==========
Tangible assets................................. $1,380,533
==========
Risk-weighted assets............................ $1,025,775
==========
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 before 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 before making the proposed
111
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
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 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 24 NET INTEREST INCOME (EXPENSE) BEFORE PROVISION FOR LOAN LOSSES
The following table presents the components of net interest income
(expense) for each category of our interest-earning assets and interest-bearing
liabilities for the years ended December 31:
2002 2001 2000
------------ ------------ ------------
Interest income
Interest earning cash and other.................................... $ 284 $ 743 $ 1,501
Federal funds sold and repurchase agreements....................... 2,629 7,328 8,700
Trading securities................................................. 16,580 18,865 8,200
Securities available for sale...................................... -- -- 42,507
Loans.............................................................. 11,279 46,090 112,886
Match funded loans and securities.................................. 6,463 10,345 11,022
------------ ------------ ------------
37,235 83,371 184,816
------------ ------------ ------------
Interest expense
Deposits........................................................... 27,455 59,967 98,224
Securities sold under agreements to repurchase..................... 236 529 10,729
Bonds - match funded agreements.................................... 6,573 7,315 11,484
Obligations outstanding under lines of credit...................... 3,787 5,511 13,881
Notes, debentures and other interest-bearing obligations........... 17,711 20,007 34,772
------------ ------------ ------------
55,762 93,329 169,090
------------ ------------ ------------
Net interest income (expense) before provision for loan losses..... $ (18,527) $ (9,958) $ 15,726
============ ============ ============
NOTE 25 OTHER INCOME
The following table presents the principal components of other income
we earned during the years ended December 31:
2002 2001 2000
----------- ----------- -----------
Collections of credit card receivables (1)............................ $ 4,191 $ -- $ --
Software revenue (OTX)................................................ 3,146 2,181 2,236
Brokerage commissions................................................. 2,112 1,386 --
Consulting fees....................................................... 1,596 2,041 78
Other................................................................. 2,070 3,151 3,770
----------- ----------- -----------
$ 13,115 $ 8,759 $ 6,084
=========== =========== ===========
(1) We recorded collections on charged-off unsecured credit card
receivables that we have purchased from third parties on the cost
recovery method through the end of 2001, at which time we reduced the
net book value of these receivables to zero as a result of collections
and reserves. In 2002, we recorded all collections on the receivables
as other income.
112
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
NOTE 26 OTHER OPERATING EXPENSES
The following table presents the principal components of other
operating expenses we incurred during the years ended December 31:
2002 2001 2000
----------- ----------- -----------
Travel, lodging, meals and entertainment.............................. $ 2,585 $ 2,508 $ 2,864
Amortization of deferred costs........................................ 1,436 917 1,878
Deposit related expenses.............................................. 1,198 897 531
Conferences and seminars.............................................. 475 534 530
Investment and treasury services...................................... 340 272 332
Marketing............................................................. 241 757 1,820
Acquisition expenses.................................................. 21 330 1,912
Other................................................................. 3,323 2,720 2,240
----------- ----------- -----------
$ 9,619 $ 8,935 $ 12,107
=========== =========== ===========
NOTE 27 BUSINESS SEGMENT REPORTING
Public enterprises like ours are required to report financial and
descriptive information about their reportable operating segments. An operating
segment is defined as a component 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.
113
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
Net
Interest Provision Pre-Tax
Income for Loan Non-Interest Non-Interest Income Total
(Expense) Losses Income Expense (Loss) Assets
---------- ---------- ---------- ---------- ---------- ----------
At or for the year ended December 31, 2002
Core businesses
Residential Loan Servicing...................... $ (18,304) $ -- $ 120,024 $ 69,746 $ 31,974 $ 579,114
OTX............................................. 1 -- 6,522 30,667 (24,144) 6,172
Ocwen Realty Advisors........................... -- -- 14,080 11,483 2,597 532
Unsecured Collections........................... -- (278) 10,652 6,925 4,006 296
---------- ---------- ---------- ---------- ---------- ----------
(18,303) (278) 151,278 118,821 14,433 586,114
---------- ---------- ---------- ---------- ---------- ----------
Non-core businesses
Residential Discount Loans...................... 6,068 (2,299) (2,354) 5,250 763 44,833
Commercial Finance.............................. (7,627) 12,814 (19,869) 11,636 (51,947) 196,269
Affordable Housing.............................. (4,449) 3,392 1,308 24,989 (31,521) 62,093
Subprime Finance................................ 11,787 -- 7,395 4,646 14,536 41,949
---------- ---------- ---------- ---------- ---------- ----------
5,779 13,907 (13,520) 46,521 (68,169) 345,144
---------- ---------- ---------- ---------- ---------- ----------
Corporate Items and Other....................... (6,003) -- (3,283) 12,747 (28,321) 290,984
---------- ---------- ---------- ---------- ---------- ----------
$ (18,527) $ 13,629 $ 134,475 $ 178,089 $ (82,057) $1,222,242
========== ========== ========== =========== ========== ==========
At or for the year ended December 31, 2001
Core businesses
Residential Loan Servicing...................... $ (16,529) $ -- $ 119,503 $ 68,383 $ 34,591 $ 492,561
OTX............................................. -- -- 2,149 38,542 (36,392) 13,231
Ocwen Realty Advisors........................... -- -- 11,913 10,968 944 1,351
Unsecured Collections........................... 140 1,176 3,058 7,042 (5,020) --
---------- ---------- ---------- ---------- ---------- ----------
(16,389) 1,176 136,623 124,935 (5,877) 507,143
---------- ---------- ---------- ---------- ---------- ----------
Non-core businesses
Residential Discount Loans...................... 15,125 6,060 (4,733) 8,333 (4,002) 117,051
Commercial Finance.............................. (3,220) 7,223 3,369 13,941 (21,014) 364,013
Affordable Housing.............................. (7,917) 1,207 (849) 19,945 (29,917) 132,724
Subprime Finance................................ 2,657 -- 13,742 3,244 13,155 82,325
---------- ---------- ---------- ---------- ---------- ----------
6,645 14,490 11,529 45,463 (41,778) 696,113
---------- ---------- ---------- ---------- ---------- ----------
Corporate Items and Other....................... (214) -- 25,267 12,048 5,873 507,894
---------- ---------- ---------- ---------- ---------- ----------
$ (9,958) $ 15,666 $ 173,419 $ 182,446 $ (41,782) $1,711,150
========== ========== ========== ========== ========== ==========
At or for the year ended December 31, 2000
Core businesses
Residential Loan Servicing...................... (5,756) -- 84,158 59,215 19,188 256,675
OTX............................................. (719) -- 2,424 35,655 (33,951) 20,462
Ocwen Realty Advisors (1)....................... -- -- 12,738 12,824 (86) 1,625
Unsecured Collections........................... (104) 6,867 1,480 8,908 (14,398) 8,417
---------- ---------- ---------- ---------- ---------- ----------
(6,579) 6,867 100,800 116,602 (29,247) 287,179
---------- ---------- ---------- ---------- ---------- ----------
Non-core businesses
Residential Discount Loans...................... 24,549 (637) 7,725 11,771 21,140 397,446
Commercial Finance.............................. (8,203) 9,195 54,080 19,503 17,178 635,601
Affordable Housing.............................. (9,912) (248) 702 14,702 (23,664) 171,070
Subprime Financing.............................. (180) -- (22,267) 2,072 (24,519) 134,477
---------- ---------- ---------- ---------- ---------- ----------
6,254 8,310 40,240 48,048 (9,865) 1,338,594
---------- ---------- ---------- ---------- ---------- ----------
Corporate Items and Other....................... 16,051 -- 60,940 5,359 60,251 623,647
---------- ---------- ---------- ---------- ---------- ----------
$ 15,726 $ 15,177 $ 201,980 $ 170,009 $ 21,139 $2,249,420
========== ========== ========== ========== ========== ==========
(1) Non-interest income for the year ended December 31, 2000 included $975
of intercompany revenues we have eliminated in consolidation.
114
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
A brief description of our segments follows:
Core Businesses
---------------
o Residential Loan Servicing. Through this business we provide loan
servicing including asset management and resolution services, to
third party owners of subprime residential mortgage and "high loan
to value" loans for a fee. We acquire the rights to service loans
and obtain such rights by purchasing them outright or by entering
into sub-servicing contracts.
o OTX. Through this segment we provide technology solutions for the
mortgage and real estate industries. OTX products include a
residential loan servicing system (REALServicing), a commercial
loan servicing system (REALSynergy) and an Internet based mortgage
loan processing and vendor management system (REALTrans).
o Ocwen Realty Advisors (ORA). Through ORA we provide residential
property valuation services, including for those loans that we
service for others.
o Unsecured Collections. This core business conducts collection
activities for third party owners of unsecured receivables and for
a portfolio of unsecured credit card receivables that we acquired
at a discount in 1999 and 2000.
Non-Core Businesses
-------------------
o Residential Discount Loans. This segment consisted of operations
to acquire at a discount and subsequently resolve sub-performing
and non-performing residential mortgage loans. We completed our
last acquisition of residential loans in 2000.
o Commercial Finance. This segment comprised operations to acquire
sub-performing commercial loans at a discount, as well as
operations to invest in and reposition under performing real
estate assets. No assets have been acquired since 2000; since that
time, this business has consisted of the repositioning, management
and resolution of the remaining assets.
o Affordable Housing. Includes our 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. Except to complete those projects in which
an investment had already been made, we ceased making investments
in properties in 2000.
o Subprime Finance. In August 1999, we closed our domestic subprime
origination business, which had been conducted primarily through
OFS. Previously, activities of this segment included our
acquisition and origination of single family residential loans to
non-conforming borrowers. We have continued to manage and resolve
the remaining non-core assets.
Corporate Items and Other
-------------------------
This segment includes business activities that are individually
insignificant, interest income on cash and cash equivalents, interest
expense on corporate assets, gains and losses from debt repurchases,
trading gains or losses associated with our collateralized mortgage
obligation ("CMO") trading portfolio and general corporate expenses.
We allocate interest income and expense 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. We also make
allocations of non-interest expense generated by corporate support services to
each business segment based upon our estimate of time and effort spent in the
respective activity.
115
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
NOTE 28 COMMITMENTS AND CONTINGENCIES
We lease certain premises under various non-cancelable operating leases
with terms expiring at various times through 2006, exclusive of renewal option
periods. Our annual aggregate minimum rental commitments under these leases are
summarized as follows:
2003.......................................................... $ 4,099
2004.......................................................... 3,276
2005.......................................................... 1,166
2006.......................................................... 71
Thereafter.................................................... --
-----------
Minimum lease payments ....................................... $ 8,612
===========
We converted rental commitments for our facilities outside the United
States of America to U.S. dollars using exchange rates in effect at December 31,
2002. Rent expense for the years ended December 31, 2002, 2001 and 2000 was
$3,326, $3,533 and $3,374, respectively.
At December 31, 2002, we had commitments of $346 to fund construction
loans (including loans accounted for as investments in real estate) secured by
multi-family and commercial properties. In addition, we had commitments under
outstanding letters of credit in the amount of $210. Through our investment in
subordinated securities and subprime residuals, which had a fair value of
$37,339 at December 31, 2002, we support senior classes of securities.
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 class 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 were for damages for alleged
breaches of common law fiduciary duties. In October 2001, the parties reached an
agreement in principle, which provides for a payment to plaintiffs in the amount
of $475 in complete settlement off all claims for damages and attorney's fees
and costs. The agreement in principle also requires us to pay a share of certain
additional administrative costs attendant to the settlement, in an amount not
yet determined. The agreement in principle is subject to the approval of the
Court. This matter is not expected to have a material impact on our financial
statements.
On June 3, 1999, Walton Street Capital, L.L.C. ("Walton") filed suit
against OAC and Ocwen Partnership, L.P. 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 $27,000 including prejudgment interest. 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. On February 20, 2001, Ocwen filed a motion for
reconsideration requesting the Circuit Court vacate its order granting summary
judgment to Walton. On January 29, 2002, after oral argument, the Circuit Court
reversed its earlier ruling by vacating the order granting summary judgment. On
October 25, 2002, the Circuit Court denied Walton's motion for summary
judgement. The trial was scheduled to begin March 4, 2003. On March 3, 2003, the
Parties entered into a settlement agreement under which defendants admitted no
liability and the case was dismissed with prejudice. The amount of the
settlement was $2,250 which is included in the financial results of 2002 based
on the applicable accounting rules.
The former owners of Admiral Home Loan ("Claimants") filed a Demand for
Arbitration against OCN and William C. Erbey claiming damages in the amount of
$21,250 arising out of a 1997 acquisition agreement pursuant to which a
subsidiary of OCN acquired all the assets of Admiral Home Loan. The Claimants
amended their Demand to include a claim for Civil Theft under Florida statutes
for which treble damages are sought. An evidentiary hearing on the matter was
concluded before a three-person arbitration panel on February 24, 2003. On March
11, 2003, the Parties submitted post-hearing findings of fact and conclusions of
law to the arbitration panel which has taken the matter under advisement.
Although litigation is always uncertain, we believe the claims asserted in the
Admiral Home Loan matter are without merit and we have defended them vigorously.
We are subject to various other pending legal proceedings. In our
opinion, the resolution of these other claims will not have a material effect on
the consolidated financial statements.
116
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
NOTE 29 PARENT COMPANY ONLY FINANCIAL INFORMATION
Condensed Statements of Financial Condition of Ocwen Financial Corporation
December 31,
----------------------------
2002 2001
----------- -----------
Assets
Cash and cash equivalents.............................................................. $ 1,116 $ 1,114
Cash held at Bank subsidiary........................................................... 9,647 26,872
Investments in subsidiaries
Bank subsidiary..................................................................... 158,471 198,813
Non-Bank subsidiaries............................................................... 406,538 400,297
Advance due from Bank subsidiary....................................................... 1,641 3,138
Investment in unconsolidated entity.................................................... 263 113
Loan, net.............................................................................. 8,009 --
Investment in real estate.............................................................. -- 1,797
Income taxes receivable................................................................ 20,870 16,824
Mortgage servicing rights.............................................................. 64,996 --
Other assets........................................................................... 536 2,631
----------- -----------
$ 672,087 $ 651,599
=========== ===========
Liabilities and Stockholders' Equity
11.875% Note payable................................................................... $ 43,475 $ 87,025
Notes and debentures payable to non-Bank subsidiaries.................................. 135,486 131,251
Accrued interest payable to non-Bank subsidiaries...................................... 8,205 7,847
Advance due to non-Bank subsidiaries................................................... 144,300 20,515
Deferred tax liability................................................................. 20,194 16,249
Other liabilities...................................................................... 9,709 9,606
----------- -----------
Total liabilities................................................................... 361,369 272,493
Stockholders' equity................................................................... 310,718 379,106
----------- -----------
$ 672,087 $ 651,599
=========== ===========
Condensed Statements of Operations of Ocwen Financial Corporation
For the Years Ended December 31,
----------------------------------------------
2002 2001 2000
----------- ----------- -----------
Interest income........................................................ $ 555 $ 1,946 $ 907
Interest income from subsidiaries
Bank subsidiary................................................... 222 776 1,438
Non-Bank subsidiaries............................................. -- -- 2,394
Interest expense....................................................... 9,681 11,465 12,293
Interest expense - non-Bank subsidiaries............................... 14,628 14,387 14,518
----------- ----------- -----------
Net interest expense before provision for loan losses.................. (23,532) (23,130) (22,072)
Provision for loan losses.............................................. 1,144 1,495 7,504
----------- ----------- -----------
Net interest expense after provision for loan losses................... (24,676) (24,625) (29,576)
Non-interest income.................................................... 3,970 562 22,938
Non-interest expense................................................... 3,731 (18) 3,783
Servicing fee expense - Bank subsidiary................................ 4,965 5,907 7,173
Equity in earnings (losses) in unconsolidated entities................. 142 -- (5,280)
----------- ----------- -----------
Income (loss) before income taxes................................. (29,260) (29,952) (22,874)
Income tax expense (benefit)........................................... (1,658) 37,195 (16,108)
----------- ----------- ------------
Income (loss) before equity in net income (losses) of subsidiaries (27,602) (67,147) (6,766)
Equity in net income (losses) of subsidiaries
Bank subsidiary................................................... (40,341) (57,590) 6,094
Non-bank subsidiaries............................................. (832) (45) 2,864
----------- ----------- -----------
Net income (loss)...................................................... $ (68,775) $ (124,782) $ 2,192
=========== =========== ===========
117
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
Condensed Statements of Cash Flows of Ocwen Financial Corporation
For the Years Ended December 31,
----------------------------------------------
2002 2001 2000
----------- ----------- -----------
Cash flows from operating activities
Net income (loss)...................................................... $ (68,775) $ (124,782) $ 2,192
Adjustments to reconcile net income to net cash
(used) provided by operating activities
Equity in (income) loss of Bank subsidiary........................ 40,341 57,590 (6,094)
Equity in (income) loss of non-Bank subsidiaries.................. 832 45 (2,864)
Equity in loss (income) of unconsolidated entity, net............. (142) -- 5,280
Premium amortization, net......................................... -- 408 (3)
Provision for loan losses......................................... 1,144 1,495 7,504
Gain on repurchase of long-term debt.............................. -- (53) (439)
Gain on sale of real estate held for investment................... -- -- (1,155)
Gain on sale of investment in Kensington Group plc................ -- -- (20,025)
Decrease in deferred tax assets................................... 3,945 38,624 21,988
Decrease in deferred tax liability................................ -- -- (50)
Decrease (increase) in other assets............................... 3,351 (1,849) (71)
Decrease (increase) in income taxes receivable.................... (4,046) 925 (2,556)
Decrease in income taxes payable.................................. -- -- (637)
Increase (decrease) in accrued expenses and other liabilities..... (578) 2,417 (5,305)
----------- ----------- -----------
Net cash used by operating activities............................. (23,928) (25,180) (2,235)
----------- ----------- -----------
Cash flows from investing activities
Net investments in and advances (to) from subsidiaries............ 122,295 (33,731) (21,967)
Purchase of mortgage servicing rights............................. (64,996) -- --
Proceeds from sale of investment in Kensington Group plc.......... -- -- 48,556
Distributions from (investment in) unconsolidated entity.......... -- -- 3,143
Origination of loans.............................................. (9,153) -- --
Principal payments received on loans.............................. -- 6,922 10,207
Purchase of loans................................................. -- -- (9,730)
Decrease (increase) in investment in real estate.................. 1,797 1,503 (2,145)
----------- ----------- -----------
Net cash provided (used) by investing activities.................. 49,943 (25,306) 28,064
----------- ----------- -----------
Cash flows from financing activities
Repurchase of notes............................................... (43,550) (13,233) (3,361)
Exercise of common stock options.................................. 214 901 --
Issuance of shares of common stock................................ 98 78 56
Repurchase of common stock........................................ -- -- (8,996)
----------- ----------- -----------
Net cash used by financing activities.................................. (43,238) (12,254) (12,301)
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents................... (17,223) (62,740) 13,528
Cash and cash equivalents at beginning of year......................... 27,986 90,726 77,198
----------- ----------- -----------
Cash and cash equivalents at end of year............................... $ 10,763 $ 27,986 $ 90,726
=========== =========== ===========
118
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2002, 2001, AND 2000
(Dollars in thousands, except share data)
NOTE 30 QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
Quarters Ended
---------------------------------------------------------------
December 31, September 30, June 30, March 31,
2002 2002 2002 2002
----------- ----------- ----------- -----------
Interest income.......................................... $ 7,103 $ 8,612 $ 8,806 $ 12,714
Interest expense......................................... 11,727 12,925 14,714 16,396
Provision for loan losses................................ 3,119 (901) 10,732 679
----------- ----------- ----------- -----------
Net interest income (expense) after provision for loan
losses.............................................. (7,743) (3,412) (16,640) (4,361)
Non-interest income...................................... 42,384 38,026 12,507 41,558
Non-interest expense..................................... 41,471 37,092 44,499 55,027
Distributions on Capital Securities...................... 1,529 1,529 1,566 1,663
----------- ----------- ----------- -----------
Income (loss) before income taxes and effect of change in
accounting principle.................................. (8,359) (4,007) (50,198) (19,493)
Minority interest in net loss of subsidiaries............ (99) -- -- --
Income taxes expense (benefit)........................... 1,818 -- -- 1,165
----------- ----------- ----------- -----------
Income (loss) before effect of change in accounting
principle............................................. (10,078) (4,007) (50,198) (20,658)
Effect of change in accounting principle, net of taxes... -- -- -- 16,166
----------- ----------- ----------- -----------
Net income (loss)........................................ $ (10,078) $ (4,007) $ (50,198) $ (4,492)
=========== =========== =========== ===========
Earnings (loss) per share
Basic and diluted..................................... $ (0.15) $ (0.06) $ (0.75) $ (0.07)
=========== =========== =========== ===========
Quarters Ended
---------------------------------------------------------------
December 31, September 30, June 30, March 31,
2001 2001 2001 2001
----------- ----------- ----------- -----------
Interest income.......................................... $ 14,742 $ 18,594 $ 25,218 $ 24,817
Interest expense......................................... 19,414 22,307 24,728 26,880
Provision for loan losses................................ (2,363) (388) 10,297 8,120
----------- ----------- ----------- -----------
Net interest income (expense) after provision for loan
losses.............................................. (2,309) (3,325) (9,807) (10,183)
Non-interest income...................................... 41,267 41,658 43,886 46,609
Non-interest expense..................................... 44,133 44,602 42,856 50,856
Distributions on Capital Securities...................... 1,718 1,663 1,697 2,053
----------- ----------- ----------- -----------
Income (loss) before income taxes........................ (6,893) (7,932) (10,474) (16,483)
Minority interest in net loss of subsidiaries............ -- -- -- --
Income taxes expense (benefit)........................... -- 65,000 10,967 7,033
----------- ----------- ----------- -----------
Net income (loss)........................................ $ (6,893) $ (72,932) $ (21,441) $ (23,516)
=========== =========== =========== ===========
Earnings (loss) per share
Basic and diluted..................................... $ (0.10) $ (1.08) $ (0.32) $ (0.35)
=========== =========== =========== ===========
119
SHAREHOLDER INFORMATION
Price Range of the Company's Common Stock
Our common stock is traded under the symbol "OCN" on the New York Stock
Exchange ("NYSE"). The following table sets forth the high and low sales prices
for our common stock, as traded on the NYSE:
High Low
---------- ----------
2002
First quarter................................... $ 8.48 $ 6.47
Second quarter.................................. 7.50 5.31
Third quarter................................... 5.80 2.67
Fourth quarter.................................. 3.05 2.28
2001
First quarter................................... $ 9.80 $ 6.38
Second quarter.................................. 10.44 8.54
Third quarter................................... 11.20 6.40
Fourth quarter.................................. 9.01 6.75
At the close of business on March 14, 2003, our common stock price was
$2.92.
We do not currently pay cash dividends on common stock and have no
current plans to do so in the future. The timing and amount of future dividends,
if any, will be determined by our Board of Directors and will depend, among
other factors, upon our 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 us.
As a holding company, the payment of any dividends by us will be
significantly dependent on dividends and other payments received from our
subsidiaries, including the Bank. For a description of limitations on our
ability to pay dividends on our common stock and on the ability of the Bank to
pay dividends, see Notes 16, 17 and 23 to our Consolidated Financial Statements.
Number of Holders of Common Stock
At March 14, 2003, 67,339,773 shares of our common stock were
outstanding and held by approximately 1,267 holders of record. Such number of
stockholders does not reflect the number of individuals or institutional
investors holding our stock in nominee name through banks, brokerage firms and
others.
120