10-K/A 1 ocn_10ka.txt FORM 10-K/A ================================================================================ 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 ------------------------------------------------------ (Exact name of Registrant as specified in our charter) Florida 65-0039856 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1661 Worthington Road, Suite 100 West Palm Beach, Florida 33409 --------------------------------------- ---------- (Address of principal executive office) (Zip Code) (561) 682-8000 ---------------------------------------------------- (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) ---------------------------- ------------------------------------------ (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. ================================================================================ 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 -------------------------------------------------------------------------------- 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 ------------------------------------- William C. Erbey Chairman of the Board and Chief Executive Officer (Duly authorized representative) Date: May 2, 2005 5 EXHIBIT INDEX Exhibit No. Document ----------- -------- 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