UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
-----------------------------------------------
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED): JULY 30, 1999
OCWEN FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 0-21341 65-0039856
(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
THE FORUM, SUITE 1000
1675 PALM BEACH LAKES BOULEVARD, WEST PALM BEACH, FLORIDA 33401
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (561) 682-8000
N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
PAGE 1 OF 9
EXHIBIT INDEX ON PAGE 4
ITEM 5. OTHER EVENTS
The news release of the Registrant dated July 30, 1999, announcing its 1999
second quarter results and certain other information is attached hereto and
filed herewith as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) - (b) Not applicable.
(c) Exhibits
The following exhibits are filed as part of this report:
99.1 Text of a press release by the Registrant dated July 30,
1999.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
OCWEN FINANCIAL CORPORATION
(Registrant)
By: /s/ MARK S. ZEIDMAN
-----------------------------------------------------
Mark S. Zeidman
Senior Vice President and Chief Financial Officer
Date: August 12, 1999
3
INDEX TO EXHIBIT
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
99.1 News release of the Registrant dated July 30, 1999, 5
announcing its 1999 second quarter results and
certain other information
4
Exhibit 99.1
================================================================================
[GRAPHIC OMITTED] OCWEN FINANCIAL CORPORATION
================================================================================
FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION, CONTACT:
A. RICHARD HURWITZ
VP, CORPORATE COMMUNICATIONS
T: (561) 682-8575
E: rhurwitz@ocwen.com
------------------
OCWEN FINANCIAL CORPORATION ANNOUNCES
1999 SECOND QUARTER RESULTS
1999 SECOND QUARTER HIGHLIGHTS
- ------------------------------
o CASH EARNINGS, AS DEFINED BELOW, WERE $12.1 MILLION IN THE 1999 SECOND
QUARTER, COMPARED TO $8.5 MILLION IN 1998.
o CASH EARNINGS FROM SINGLE FAMILY RESIDENTIAL DISCOUNT LOANS WERE $7.6
MILLION IN THE 1999 SECOND QUARTER, COMPARED TO $0.7 MILLION IN THE 1998
SECOND QUARTER.
o NET INCOME FROM DOMESTIC LOAN SERVICING INCREASED $2.4 MILLION, OR 294% IN
THE 1999 SECOND QUARTER COMPARED TO THE 1998 SECOND QUARTER.
o OTX ACQUIRED SYNERGY SOFTWARE, LLC, A LEADING DEVELOPER OF COMMERCIAL AND
MULTIFAMILY MORTGAGE SERVICING SYSTEMS IN THE U.S., IN JUNE 1999.
o OCN REPURCHASED 205,300 SHARES OF ITS COMMON STOCK, INITIATING ITS
REPURCHASE PLAN OF UP TO SIX MILLION SHARES.
WEST PALM BEACH, FL - (July 30, 1999) Ocwen Financial Corporation (NYSE: OCN)
today reported net income for the 1999 second quarter, prior to impairment
charges and losses on equity investments, of $22.8 million, or $0.37 per diluted
share, compared to net income for the 1998 second quarter, prior to impairment
charges on securities available for sale, of $27.4 million, or $0.45 per diluted
share. For the six months ended June 30, 1999, the Company reported net income,
prior to impairment charges and losses on equity investments, of $32.4 million,
or $0.53 per diluted share, compared to net income for the six months ended June
30, 1998, before impairment charges on securities, of $56.6 million, or $0.92
per diluted share.
Cash earnings, defined as net income excluding non-cash gains on
securitizations, less impairment charges, and less losses related to the
investment in Ocwen Asset Investment Corp. (NYSE: OAC), amounted to $12.1
million in the 1999 second quarter, compared to $8.5 million in 1998. Cash
earnings for the six months ended June 30, 1999 amounted to $17.9 million,
compared to $19.1 million for the same period in 1998. Pre-tax non-cash gains in
the 1999 second quarter were comprised of $10.2 million from Ocwen UK plc and
$3.3 million from U.S.
operations.
Including impairment charges and losses on equity investments, the Company
reported a net loss of $(3.7) million, or $(0.06) per diluted share, for the
1999 second quarter, compared to a net loss of $(37.9) million, or $(0.62) per
diluted share, for the 1998 second quarter. For the six months ended June 30,
1999, the Company reported net income of $5.8 million, or $0.10 per diluted
share, compared to a net loss of $(15.6) million, or $(0.26) per diluted share,
for the six months ended June 30, 1998.
The loss for the 1999 second quarter was caused by charges totaling $33.2
million, of which $28.8 million related to impairment charges on the securities
available for sale portfolio, and the balance related primarily to losses on its
investment in OAC. Of the $28.8 million of charges on the securities portfolio,
$22.8 million was charged against the Company's residential discount loan
5
Ocwen Financial Corporation Second Quarter Results
July 30, 1999
subordinates, and $5.8 million was charged against the Company's subprime
residuals. The charges were based upon quotes received from broker-dealers and
reflected both continuing market illiquidity for these investments and a
reduction in fair value due to default rates on the underlying mortgage
collateral, which were higher than had been estimated at the time the securities
were initially issued.
William C. Erbey, Chairman and CEO, commented, "We continue the long-term
strategic transition from capital-intensive business lines to those which
generate greater fee-based income streams, specifically our servicing and
advanced technology businesses. The 1999 second quarter reflects this
transition. For example, net income in our Domestic Loan Servicing operations
for the just-completed quarter increased to $3.2 million, or 294% over the same
period a year ago. Total servicing fees for the 1999 second quarter increased
$5.0 million, or 35% over the same quarter in the prior year, due to a 44%
increase in the average unpaid principal balance of loans serviced for others
($10.24 billion in the 1999 second quarter, compared to $7.12 billion in the
1998 second quarter).
"We have made significant progress in our OTX subsidiary with the acquisition of
the assets of Synergy Software, LLC, a leading developer of commercial and
multifamily loan servicing software in the United States. Synergy is in the
final stages of developing its SynergyOPEN(TM) software, an advanced commercial
and multifamily mortgage servicing system. The 32-bit, Microsoft(R)
Windows-based system employs multi-tier architecture to allow distributed
computing. This design represents the next generation of client-server computing
and allows the SynergyOPEN(TM) system to scale easily from small companies to
the largest multiple-office enterprises. OTX continues to make progress in
marketing its REALTransSM e-commerce software solution. Currently, several of
the largest domestic mortgage loan participants utilize the software
application.
"We intend to lessen our dependency on capital-intensive businesses, reduce our
reliance on gain on sale accounting, and re-focus on our core competencies. This
transition will slow income recognition but will improve the quality of earnings
by increasing its cash component. We intend to continue to curtail our domestic
subprime originations and are evaluating our remaining businesses on the basis
of their capacity to generate fees. Cash earnings, as defined above, amounted to
$12.1 million in the 1999 second quarter, compared to $8.5 million in 1998."75
RECENT ANNOUNCEMENTS
On July 26, 1999, OCN announced that it had signed a definitive merger agreement
with Ocwen Asset Investment Corp., a publicly traded real estate investment
trust, providing for OCN to acquire OAC for 0.71 shares of OCN common stock for
each outstanding share of OAC common stock (other than those OAC shares owned by
Ocwen Financial or its subsidiaries). This exchange ratio represents a $5.50
price per share or an approximate 19 percent premium to the closing price of $4
5/8 for OAC common stock on July 23, 1999, based on the closing price of $7 3/4
for Ocwen Financial common stock on that date.
NET (LOSS) INCOME BY BUSINESS SEGMENT
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
(Dollars in thousands) 1999 1998 1999 1998
------------ ------------- ------------ -----------
Discount loans:
Single family residential loans ......... $ (8,865) $ 4,520 $ (4,343) $ 18,703
Commercial real estate loans ............ 3,298 11,773 6,800 17,057
------------ ------------- ------------ -----------
(5,567) 16,293 2,457 35,760
Domestic mortgage loan servicing ........... 3,223 819 6,730 2,323
Investment in low-income housing tax credits 1,452 1,435 2,997 6,394
Commercial real estate lending ............. 3,712 5,173 5,850 5,068
UK operations .............................. 9,217 7,449 9,346 7,449
OTX ........................................ (4,256) (3,146) (7,261) (4,248)
Domestic subprime single family residential
lending .................................. (2,518) (4,268) (2,982) (3,587)
Investment securities ...................... (1,756) (47,122) (1,844) (53,991)
Equity in earnings (loss) of OAC ........... (3,268) -- (3,485) --
Other ...................................... (3,926) (14,532) (6,025) (10,722)
------------ ------------- ------------ -----------
$ (3,687) $ (37,899) $ 5,783 $ (15,554)
============ ============= ============ ===========
6
Ocwen Financial Corporation Second Quarter Results
July 30, 1999
ASSET ACQUISITIONS
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- Increase -------------------------- Increase
(Dollars in thousands) 1999 1998 (Decrease) 1999 1998 (Decrease)
----------- ----------- ----------- ----------- ----------- -----------
Discount Loan Acquisitions:
Single family residential.. $ 233,207 $ 293,900 $ (60,693) $ 274,083 $ 335,252 $ (61,169)
Multi-family residential... 39,275 145,526 (106,251) 71,959 148,506 (76,547)
Commercial real estate..... 106,989 145,006 (38,017) 131,790 186,199 (54,409)
Other...................... -- 1,323 (1,323) 6,596 6,348 248
----------- ----------- ----------- ----------- ----------- -----------
$ 379,471 $ 585,755 $ (206,284) $ 484,428 $ 676,305 (191,877)
=========== =========== =========== =========== =========== ===========
Subprime Loan Purchases and
Originations:
Domestic.................. $ 74,958 $ 192,799 $ (117,841) $ 235,817 $ 697,041 $ (461,224)
Foreign (Ocwen UK)(1)...... 152,965 465,193 (312,228) 293,007 465,193 (172,186)
----------- ----------- ----------- ----------- ----------- -----------
$ 227,923 $ 657,992 $ (430,069) $ 528,824 $ 1,162,234 $ (633,410)
=========== =========== =========== =========== =========== ===========
(1) Subprime loan purchases and originations for the three and six month
periods ended June 30, 1998 include $419,087 of loans purchased in
connection with the acquisition of the U.K. operations of Cityscape
Financial Corp.
FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS CONTAINED HEREIN ARE NOT BASED ON HISTORICAL FACTS AND ARE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES ACT OF 1934, AS
AMENDED. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY REFERENCE TO A
FUTURE PERIOD(S) OR BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS
"CONTINUE," "COULD," "EXPECTED," "INTEND," "MAY," "PRESENT," "WILL," FUTURE OR
CONDITIONAL VERB TENSES, SIMILAR TERMS, VARIATIONS ON SUCH TERMS OR NEGATIVES OF
SUCH TERMS. ALTHOUGH OCN BELIEVES THE ANTICIPATED RESULTS OR OTHER EXPECTATIONS
REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON REASONABLE
ASSUMPTIONS, ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE INDICATED DUE TO
RISKS, UNCERTAINTIES, AND CHANGES WITH RESPECT TO A VARIETY OF FACTORS,
INCLUDING, BUT NOT LIMITED TO, THE ABILITY OF OCN AND OAC TO CONSUMMATE THEIR
PROPOSED MERGER, THE MARKET PRICES OF THE COMMON STOCK OF OCN AND OAC,
INTERNATIONAL, NATIONAL, REGIONAL OR LOCAL ECONOMIC ENVIRONMENTS, GOVERNMENT
FISCAL AND MONETARY POLICIES, PREVAILING INTEREST OR CURRENCY EXCHANGE RATES,
EFFECTIVENESS OF INTEREST RATE, CURRENCY AND OTHER HEDGING STRATEGIES, LAWS AND
REGULATIONS AFFECTING FINANCIAL INSTITUTIONS, REAL ESTATE INVESTMENT TRUSTS AND
REAL ESTATE (INCLUDING REGULATORY FEES, CAPITAL REQUIREMENTS AND INCOME AND
PROPERTY TAXATION), UNCERTAINTY OF FOREIGN LAWS, COMPETITIVE PRODUCTS, PRICING
AND CONDITIONS (INCLUDING FROM COMPETITORS THAT HAVE SIGNIFICANTLY GREATER
RESOURCES THAN OCN), CREDIT, PREPAYMENT, BASIS, DEFAULT, SUBORDINATION AND
ASSET/LIABILITY RISKS, LOAN SERVICING EFFECTIVENESS, ABILITY TO IDENTIFY
ACQUISITIONS AND INVESTMENT OPPORTUNITIES MEETING OCN'S INVESTMENT STRATEGY,
COURSE OF NEGOTIATIONS AND ABILITY TO REACH AGREEMENT WITH RESPECT TO MATERIAL
TERMS OF ANY PARTICULAR TRANSACTION, SATISFACTORY DUE DILIGENCE RESULTS,
SATISFACTION OR FULFILLMENT OF AGREED UPON TERMS AND CONDITIONS OF CLOSING OR
PERFORMANCE, TIMING OF TRANSACTION CLOSINGS, RECENT EFFORTS TO REFOCUS ON CORE
BUSINESSES AND INCREASE LIQUIDITY, DISPOSITIONS, AND WINDING DOWN OF
DISCONTINUED BUSINESSES, ACQUISITIONS AND INTEGRATION OF ACQUIRED BUSINESSES,
SOFTWARE INTEGRATION, DEVELOPMENT AND LICENSING, AVAILABILITY OF AND COSTS
ASSOCIATED WITH OBTAINING ADEQUATE AND TIMELY SOURCES OF LIQUIDITY, DEPENDENCE
ON EXISTING SOURCES OF FUNDING, ABILITY TO REPAY OR REFINANCE INDEBTEDNESS (AT
MATURITY OR UPON ACCELERATION), TO MEET COLLATERAL CALLS BY LENDERS (UPON
RE-VALUATION OF THE UNDERLYING ASSETS OR OTHERWISE), TO GENERATE REVENUES
SUFFICIENT TO MEET DEBT SERVICE PAYMENTS AND OTHER OPERATING EXPENSES AND TO
SECURITIZE WHOLE LOANS, AVAILABILITY OF DISCOUNT LOANS FOR PURCHASE, SIZE OF,
NATURE OF AND YIELDS AVAILABLE WITH RESPECT TO THE SECONDARY MARKET FOR MORTGAGE
LOANS, FINANCIAL, SECURITIES AND SECURITIZATION MARKETS IN GENERAL, ALLOWANCES
FOR LOAN LOSSES, GEOGRAPHIC CONCENTRATIONS OF ASSETS (TEMPORARY OR OTHERWISE),
TIMELY LEASING OF UNOCCUPIED SQUARE FOOTAGE (GENERALLY AND UPON LEASE
EXPIRATION), CHANGES IN REAL ESTATE CONDITIONS (INCLUDING LIQUIDITY, VALUATION,
REVENUES, RENTAL RATES, OCCUPANCY LEVELS AND COMPETING PROPERTIES), ADEQUACY OF
INSURANCE COVERAGE IN THE EVENT OF LOSS, KNOWN OR UNKNOWN ENVIRONMENTAL
CONDITIONS, YEAR 2000 COMPLIANCE, OTHER FACTORS GENERALLY UNDERSTOOD TO AFFECT
THE REAL ESTATE ACQUISITION, MORTGAGE AND LEASING MARKETS, SECURITIES
INVESTMENTS, AND OTHER RISKS DETAILED FROM TIME TO TIME IN OCN'S REPORTS AND
FILINGS WITH THE SEC, INCLUDING ITS REGISTRATION STATEMENTS ON FORMS S-1 AND S-3
AND PERIODIC REPORTS ON FORMS 10-Q, 8-K AND 10-K. PLEASE REFER TO EXHIBIT 99.1
INCLUDED WITH THE FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998 AND FILED WITH
THE SEC, FOR A DESCRIPTION OF MATERIAL RISKS FACED BY THE COMPANY AND ITS
SECURITIES HOLDERS.
7
Ocwen Financial Corporation Second Quarter Results
July 30, 1999
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
Three Months Ended June 30, Six Months Ended June 30,
---------------------------- ----------------------------
1999 1998 1999 1998
- ---------------------------------------------------------- ------------ ------------ ------------ ------------
Interest income:
Federal funds sold and repurchase agreements ........... $ 2,059 $ 1,404 $ 5,454 $ 2,437
Securities available for sale .......................... 15,659 8,728 32,848 16,672
Loans available for sale ............................... 11,014 25,291 19,144 34,794
Loans .................................................. 8,878 11,655 15,044 17,917
Discount loans ......................................... 25,553 42,281 55,556 79,078
Investment securities and other ........................ 384 1,532 1,035 2,017
------------ ------------ ------------ ------------
63,547 90,891 129,081 152,915
------------ ------------ ------------ ------------
Interest expense:
Deposits ............................................... 23,559 28,677 50,387 56,522
Securities sold under agreements to repurchase ......... 2,281 2,062 3,772 3,701
Advances from the Federal Home Loan Bank ............... 37 -- 37 109
Obligations outstanding under lines of credit .......... 5,293 15,103 9,017 19,623
Notes, debentures and other interest bearing obligations 6,668 6,734 13,423 13,477
------------ ------------ ------------ ------------
37,838 52,576 76,636 93,432
------------ ------------ ------------ ------------
Net interest income before provision for loan losses ... 25,709 38,315 52,445 59,483
Provision for loan losses ................................ 623 9,675 4,362 11,929
------------ ------------ ------------ ------------
Net interest income after provision for loan losses .... 25,086 28,640 48,083 47,554
------------ ------------ ------------ ------------
Non-interest income:
Servicing fees and other charges ....................... 18,929 13,972 37,180 23,696
(Loss) gain on interest-earning assets, net ............ (5,867) (48,015) 14,275 (23,261)
Gain on real estate owned, net ......................... 2,677 10,521 3,306 11,547
Other income ........................................... 9,073 9,771 15,625 15,648
------------ ------------ ------------ ------------
24,812 (13,751) 70,386 27,630
------------ ------------ ------------ ------------
Non-interest expense:
Compensation and employee benefits ..................... 24,330 29,766 51,540 51,247
Occupancy and equipment ................................ 8,732 8,507 19,369 14,925
Loan expenses .......................................... 2,652 7,357 6,780 9,694
Net operating loss on investments in real estate and
Certain low-income housing tax credit interests ...... 1,374 1,046 3,221 2,292
Amortization of excess of purchase price over net
assets acquired ...................................... 257 563 487 934
Other operating expenses ............................... 10,440 9,010 18,511 11,168
------------ ------------ ------------ ------------
47,785 56,249 99,908 90,260
------------ ------------ ------------ ------------
Distributions on Company-obligated, mandatory redeemable
securities of subsidiary trust holding solely junior
subordinated debentures ................................ 3,398 3,398 6,797 6,797
Equity in (losses) earnings of investments in
unconsolidated entities ................................ (3,470) 544 (4,713) 544
------------ ------------ ------------ ------------
(Loss) income before income taxes ...................... (4,755) (44,214) 7,051 (21,329)
Income tax benefit (expense) ............................. 972 6,383 (1,396) 5,810
Minority interest in net loss (income) of consolidated
subsidiary ............................................. 96 (68) 128 (35)
------------ ------------ ------------ ------------
Net (loss) income ...................................... $ (3,687) $ (37,899) $ 5,783 $ (15,554)
============ ============ ============ ============
(Loss) income per share:
Basic .................................................. $ (0.06) $ (0.62) $ 0.10 $ (0.26)
============ ============ ============ ============
Diluted ................................................ $ (0.06) $ (0.62) $ 0.10 $ (0.26)
============ ============ ============ ============
Weighted average common shares outstanding:
Basic .................................................. 60,730,614 60,713,593 60,765,485 60,682,432
============ ============ ============ ============
Diluted ................................................ 60,730,614 60,713,593 60,807,036 60,682,432
============ ============ ============ ============
8
Ocwen Financial Corporation Second Quarter Results
July 30, 1999
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except per share data) June 30, December 31,
1999 1998
------------ ------------
Assets
Cash and amounts due from depository institutions ............................... $ 107,476 $ 120,805
Interest earning deposits ....................................................... 18,127 49,374
Federal funds sold .............................................................. 75,000 275,000
Securities available for sale, at fair value .................................... 733,271 593,347
Loans available for sale, at lower of cost or market ............................ 132,425 177,847
Investment in capital stock of Federal Home Loan Bank, at cost .................. 10,825 10,825
Loan portfolio, net ............................................................. 133,678 230,312
Discount loan portfolio, net .................................................... 1,008,764 1,026,511
Investments in low-income housing tax credit interests .......................... 180,566 144,164
Investment in unconsolidated entities ........................................... 79,958 86,893
Real estate owned, net .......................................................... 183,162 201,551
Investment in real estate ....................................................... 22,256 36,860
Premises and equipment, net ..................................................... 43,805 33,823
Income taxes receivable ......................................................... 36,627 34,333
Deferred tax asset .............................................................. 68,279 66,975
Excess of purchase price over net assets acquired ............................... 17,030 12,706
Principal, interest and dividends receivable .................................... 11,798 18,993
Escrow advances on loans ........................................................ 107,097 88,277
Other assets .................................................................... 42,123 99,483
------------ ------------
$ 3,012,267 $ 3,308,079
============ ============
Liabilities and Stockholders' Equity
Liabilities:
Deposits ..................................................................... $ 1,874,553 $ 2,175,016
Securities sold under agreements to repurchase ............................... 133,741 72,051
Obligations outstanding under lines of credit ................................ 94,039 179,285
Notes, debentures and other interest bearing obligations ..................... 279,236 225,000
Accrued interest payable ..................................................... 27,318 33,706
Accrued expenses, payables and other liabilities ............................. 41,928 61,053
------------ ------------
Total liabilities .......................................................... 2,450,815 2,746,111
------------ ------------
Company-obligated, mandatory redeemable securities of subsidiary trust holding
solely junior subordinated debentures of the Company ......................... 125,000 125,000
Minority interest ............................................................... 465 592
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; 20,000,000 shares authorized; 0 shares issued
and outstanding ............................................................ -- --
Common stock, $.01 par value; 200,000,000 shares authorized; 60,601,156
shares issued and outstanding at June 30, 1999, and December 31, 1998 ...... 608 608
Treasury stock, 205,300 shares at June 30, 1999 .............................. (1,832) --
Additional paid-in capital ................................................... 166,262 166,234
Retained earnings ............................................................ 262,953 257,170
Accumulated other comprehensive income, net of taxes:
Net unrealized gain on securities available for sale ...................... 9,947 14,057
Net unrealized foreign currency translation loss .......................... (1,951) (1,693)
------------ ------------
Total stockholders' equity ................................................. 435,987 436,376
------------ ------------
$ 3,012,267 $ 3,308,079
============ ============
9