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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from: _____________ to _____________
Commission File No. 1-13219
OCWEN FINANCIAL CORPORATION
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(Exact name of Registrant as specified in our charter)
Florida 65-0039856
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1661 Worthington Road, Suite 100
West Palm Beach, Florida 33409
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(Address of principal executive office) (Zip Code)
(561) 682-8000
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 par value New York Stock Exchange (NYSE)
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(Title of each class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12 (g) of the Act: Not applicable.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No[ ]
Aggregate market value of the Common Stock, $0.01 par value, held by
nonaffiliates of the registrant, computed by reference to the closing price as
reported on the NYSE as of the close of business on June 30, 2004: $489,840,417
(for purposes of this calculation affiliates include only directors and
executive officers of the registrant).
Number of shares of Common Stock, $0.01 par value, outstanding as of March 10,
2005: 62,750,904 shares
DOCUMENTS INCORPORATED BY REFERENCE: None.
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OCWEN FINANCIAL CORPORATION
2004 FORM 10-K/A ANNUAL REPORT
TABLE OF CONTENTS
-----------------
PAGE
----
Item 9A Controls and Procedures............................................ 2
Signatures................................................................... 5
Item 15. Exhibits .......................................................... 6
EXPLANATORY NOTE
Ocwen Financial Corporation (the "Company") is filing this Amendment
No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2004 to amend Item 9A (Controls and Procedures) pursuant to
Securities and Exchange Commission ("SEC") Release No. 34-50754. SEC Release No.
34-50754, subject to certain conditions, provides up to forty-five additional
days beyond the due date of the original Form 10-K filing for the filing of
Management's Report on Internal Control Over Financial Reporting and the related
report of the Company's independent registered certified public accounting firm.
In addition, the certifications pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 and the consent of the Company's independent registered certified
public accounting firm, filed as exhibits to our original filing, have been
updated and re-filed in this Form 10-K/A.
Except for the amendments described above, this Form 10-K/A does not
modify or update disclosures in, or exhibits to, the original Form 10-K filing.
ITEM 9A CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company's management, under the supervision of and with the
participation of the Company's Chief Executive Officer and Acting Chief
Financial Officer, has evaluated the effectiveness of the Company's disclosure
controls and procedures, as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as of the end of the period covered by this report. Based on such
evaluation, the Company's Chief Executive Officer and Acting Chief Financial
Officer have concluded that, as of the end of such period, the Company's
disclosure controls and procedures are effective and are reasonably designed to
ensure that all material information relating to the Company required to be
included in the Company's reports filed or submitted under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the SEC.
Management's Report on Internal Control over Financial Reporting
The Company's management is responsible for establishing and
maintaining adequate internal control over financial reporting, as that term is
defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
Under the supervision of and with the participation of the Company's
management, including the Company's Chief Executive Officer and Acting Chief
Financial Officer, the Company has conducted an evaluation of its internal
control over financial reporting as of December 31, 2004, based on the framework
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") in Internal Control-Integrated Framework. Based on that
evaluation, the Company's management concluded that, as of December 31, 2004,
its internal control over financial reporting is effective based on criteria
established in Internal Control-Integrated Framework issued by the COSO.
Management has excluded Bankhaus Oswald Kruber KG ("BOK") and Ocwen
Fulfillment Operations LLC ("OFO") from its assessment of internal control over
financial reporting as of December 31, 2004 because they were acquired through
purchase business combinations during 2004. BOK and OFO are wholly-owned
subsidiaries whose combined total assets and total revenues represent 1.8% and
0.07%, respectively, of the related consolidated financial statement amounts as
of and for the year ended December 31, 2004.
Management's assessment of the effectiveness of its internal control
over financial reporting as of December 31, 2004, has been audited by
PricewaterhouseCoopers, LLP, an independent registered certified public
accounting firm, as stated in their report which appears herein.
Limitations on the Effectiveness of Controls
The Company's management, including the Chief Executive Officer and
Acting Chief Financial Officer, does not expect that the Company's disclosure
controls or the Company's internal control over financial reporting will prevent
all errors and all fraud.
A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
2
the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Further, the design of disclosure controls and internal control over
financial reporting must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company's internal control over
financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act during the Company's fiscal quarter ended December 31,
2004 that have materially affected, or are reasonable likely to materially
affect, the Company's internal control over financial reporting.
3
[GRAPHIC OMITTED]
PricewaterhouseCoopers
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PricewaterhouseCoopers LLP
222 Lakeview Avenue
Suite 360
West Palm Beach, FL 33401-6136
Telephone (561) 832 0038
Facsimile (561) 805 8181
Report of Independent Registered Certified Public Accounting Firm
To the Board of Directors and Stockholders of Ocwen Financial Corporation:
In our opinion, management's assessment, included in Management's Report on
Internal Control over Financial Reporting appearing under Item 9A, that Ocwen
Financial Corporation (the "Company") maintained effective internal control over
financial reporting as of December 31, 2004 based on criteria established in
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), is fairly stated, in all
material respects, based on those criteria. Also, in our opinion, the Company
maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2004, based on criteria established in Internal
Control - Integrated Framework issued by the COSO. The Company's management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express opinions on management's assessment
and on the effectiveness of the Company's internal control over financial
reporting based on our audit. We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was
maintained in all material respects. An audit includes obtaining an
understanding of internal control over financial reporting, evaluating
management's assessment, testing and evaluating the design and operating
effectiveness of internal control, and performing such other procedures as we
consider necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinions. A company's internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles.
A company's internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
As described in Management's Report on Internal Control over Financial
Reporting, management has excluded Bankhaus Oswald Kruber KG ("BOK") and Ocwen
Fulfillment Operations LLC ("OFO") from its assessment of internal control over
financial reporting as of December 31, 2004 because BOK and OFO were acquired by
the Company in purchase business combinations during 2004. We have also excluded
BOK and OFO from our audit of internal control over financial reporting. BOK and
OFO are wholly-owned subsidiaries whose total combined assets and total revenues
represent 1.8% and 0.07%, respectively, of the related consolidated financial
statement amounts as of and for the year ended December 31, 2004.
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated financial
statements of Ocwen Financial Corporation at December 31, 2004 and 2003 and for
each of the three years in the period ended December 31, 2004, and in our
report, which contains an explanatory paragraph relating to the Company's change
in its method of accounting for goodwill and intangible assets and its
classification of Capital Securities as described in Note 1 to the consolidated
financial statements, dated March 15, 2005, we expressed an unqualified opinion
thereon.
PricewaterhouseCoopers LLP
West Palm Beach, Florida
May 2, 2005
4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on our behalf by the undersigned, thereunto duly authorized.
OCWEN FINANCIAL CORPORATION
By: /s/ WILLIAM C. ERBEY
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William C. Erbey
Chairman of the Board and
Chief Executive Officer
(Duly authorized representative)
Date: May 2, 2005
5
EXHIBIT INDEX
Exhibit No. Document
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23.0 Consent of PricewaterhouseCoopers LLP
31.1 Certification of the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
6
Exhibit 23.0
CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Nos. 333-44999 and 333-62217) and on Form S-3 (Nos.
333-64915 and 333-119698) of Ocwen Financial Corporation of our report dated May
2, 2005 relating to management's assessment of the effectiveness of internal
control over financial reporting and the effectiveness of internal control over
financial reporting, which appears in this Form 10-K/A.
/s/ PricewaterhouseCoopers LLP
West Palm Beach, Florida
May 2, 2005
7
Exhibit 31.1
CERTIFICATIONS
I, William C. Erbey, certify that:
1. I have reviewed this annual report Form 10-K/A of Ocwen Financial
Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. [Intentionally omitted];
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and
15d - 15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any changes in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: May 2, 2005 /s/ WILLIAM C. ERBEY
-----------------------------------------
William C. Erbey
Chief Executive Officer
8
Exhibit 31.2
CERTIFICATIONS
I, Robert J. Leist, Jr., certify that:
1. I have reviewed this annual report on Form 10-K/A, of Ocwen Financial
Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. [Intentionally omitted];
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and
15d - 15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any changes in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: May 2, 2005 /s/ ROBERT J. LEIST, JR.
----------------------------------------
Robert J. Leist, Jr., Vice President &
Chief Accounting Officer and
Acting Chief Financial Officer
9