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): November 5, 2019

 

OCWEN FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Florida   1-13219   65-0039856
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

1661 Worthington Road, Suite 100

West Palm Beach, Florida 33409

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (561) 682-8000

 

Not applicable.

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 Par Value   OCN   New York Stock Exchange (NYSE)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

   
 

 

Item 2.02 Results of Operations and Financial Condition.

 

On November 5, 2019, Ocwen Financial Corporation issued a press release announcing results for the third quarter ended September 30, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 2.02 and the information in the related exhibit attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

  Description
     
99.1   Press Release of Ocwen Financial Corporation dated November 5, 2019 announcing financial results for the third quarter ended September 30, 2019

 

   
 

 

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)
     
Date: November 5, 2019 By: /s/ June C. Campbell
    June C. Campbell
    Chief Financial Officer

 

   
 

 

 

 

 

Ocwen Financial Corporation®

 

 

 

OCWEN FINANCIAL ANNOUNCES OPERATING RESULTS

FOR THIRD QUARTER 2019

 

  Reported a Net Loss of $42.8 million for the third quarter of 2019
     
  Realized annualized run rate cost savings ahead of our expectations through the third quarter and are targeting a more accelerated pace of cost re-engineering in the fourth quarter
     
  Enhanced lending capabilities resulted in an increase in funded volume of 29% compared to third quarter 2018 and approximately $2.6 billion of annualized volume in the month of October
     
  Implemented a hedging program to mitigate a portion of the interest rate risk associated with our servicing portfolio
     
  Refinanced $470 million of servicing advance (OMART) ABS at favorable terms and paid down $143.2 million of corporate debt including the opportunistic repurchase of $39.4 million in senior secured notes
     
  Ended the quarter with $345.1 million of cash and $381.2 million of total stockholders’ equity, or a book value per share of $2.83

 

West Palm Beach, FL – (November 5, 2019) Ocwen Financial Corporation (NYSE:OCN) (“Ocwen” or the “Company”), a leading non-bank mortgage servicer and originator, today reported a net loss of $42.8 million, or $0.32 per share, for the three months ended September 30, 2019 compared to a net loss of $41.1 million or $0.31 per share for the three months ended September 30, 2018.

 

Glen A. Messina, President and CEO of Ocwen said, “We have made substantial progress with respect to our key business initiatives while proactively addressing the challenges of a more volatile and uncertain interest rate environment. I continue to be encouraged by our high level of execution relative to our plans to improve financial performance and strengthen our long-term competitiveness. With the integration largely complete, we are increasingly focused on growing our lending channels as we look to create a more balanced business that can better perform through the mortgage industry cycle and capitalize on potential growth opportunities.”

 

Mr. Messina added, “We are pleased with our success to date in re-engineering our cost structure and achieving our integration objectives. We believe that having a core strength in continuous cost improvement is critical for our long-term success. Our entire organization is highly engaged in efforts to achieve and sustain a highly competitive cost structure and return to profitability.”

 

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Third quarter 2019 Results

 

Pre-tax loss for the third quarter of 2019 was $38.3 million, which compares to a $40.3 million loss in the third quarter of 2018. Pre-tax results for the quarter were impacted by several significant items, including but not limited to: $18.3 million in severance, retention and other re-engineering costs, $5.1 million gain on repurchase of senior secured notes, and $6.3 million of unfavorable interest rate and valuation assumption driven fair value changes, net of the NRZ financing liability, reverse mortgage servicing and hedge positions.

 

The Servicing segment recorded $13.2 million of pre-tax loss for the third quarter of 2019. Our servicing business recorded $9.3 million of interest rate and valuation assumption driven unfavorable MSR fair value changes, net of the NRZ financing liability fair value change and hedge positions in the quarter.

 

The Lending segment recorded $8.9 million of pre-tax income for the third quarter of 2019. Our reverse mortgage lending business recorded $9.5 million of pre-tax income, which included $2.9 million of interest rate driven favorable fair value changes. Our forward lending business incurred a $(0.6) million pre-tax loss.

 

The Corporate segment recorded $34.0 million of pre-tax loss for the third quarter of 2019. The quarter included $18.3 million of severance, retention and other re-engineering costs and $5.1 million of gain on repurchase of senior secured notes.

 

Additional Third quarter 2019 Business Highlights

 

  We have closed MSR acquisitions with $11.9 billion of unpaid principal balance (UPB) to date in 2019.
     
  Completed 6,245 modifications in the quarter to help struggling families stay in their homes.
     
  The constant pre-payment rate (CPR) increased from 15.2% in the second quarter of 2019 to 17.7% in the third quarter of 2019 due to lower interest rates. In the third quarter of 2019, prime CPR was 22.1%, and non-prime CPR was 15.0%.
     
  In the third quarter of 2019, Ocwen originated forward and reverse mortgage loans with unpaid principal balances of $224.1 million and $188.1 million, respectively. Combined October volume was approximately $218 million. Annualized October volume was approximately $2.6 billion.
     
  Our reverse mortgage portfolio ended the quarter with an estimated $55.5 million in discounted future gains from forecasted future draws on existing loans. Neither the anticipated future gains nor the future funding liability is included in the Company’s financial statements.

 

Webcast and Conference Call

 

Ocwen will host a webcast and conference call on Tuesday, November 5, 2019, at 8:30 a.m., Eastern Time, to discuss its financial results for the third quarter of 2019. The conference call will be webcast live over the Internet from the Company’s website at www.Ocwen.com, click on the “Shareholders” section. A replay of the conference call will be available via the website approximately two hours after the conclusion of the call and will remain available for approximately 30 days.

 

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About Ocwen Financial Corporation

 

Ocwen Financial Corporation (NYSE: OCN) is a leading non-bank mortgage servicer and originator providing solutions through its primary brands, PHH Mortgage Corporation (PHH Mortgage) and Liberty Home Equity Solutions, Inc. (Liberty). PHH Mortgage is one of the largest servicers in the country, focused on delivering a variety of servicing and lending programs. Liberty is one of the nation’s largest reverse mortgage lenders dedicated to education and providing loans that help customers meet their personal and financial needs. We are headquartered in West Palm Beach, Florida, with offices in the United States and the U.S. Virgin Islands and operations in India and the Philippines, and have been serving our customers since 1988. For additional information, please visit our website (www.Ocwen.com).

 

Forward Looking Statements

 

This press release 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. These forward-looking statements may be identified by a reference to a future period or by the use of forward-looking terminology. Forward-looking statements are typically identified by words such as “believe”, “expect”, “foresee”, “forecast”, “anticipate”, “intend”, “estimate”, “goal”, “strategy”, “plan” “target” and “project” or conditional verbs such as “will”, “may”, “should”, “could” or “would” or the negative of these terms, although not all forward-looking statements contain these words.

 

Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Our business has been undergoing substantial change which has magnified such uncertainties. Readers should bear these factors in mind when considering such statements and should not place undue reliance on such statements.

 

Forward-looking statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. In the past, actual results have differed from those suggested by forward looking statements and this may happen again.

 

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: uncertainty related to our ability to successfully integrate PHH’s business, and to realize the strategic objectives, synergies and other benefits of the acquisition at the time anticipated or at all, including our ability to integrate, maintain and enhance PHH’s servicing, subservicing and other business relationships, including its relationship with New Residential Investment Corp. (NRZ); uncertainty related to our cost re-engineering efforts and the other actions we believe are necessary for us to improve our financial performance; our ability to acquire MSRs or other assets or businesses at adequate risk-adjusted returns, including our ability to negotiate and execute purchase documentation and satisfy closing conditions so as to consummate such acquisitions; uncertainty related to our ability to grow our lending business and increase our lending volumes in a competitive market and uncertain interest rate environment, uncertainty related to claims, litigation, cease and desist orders and investigations brought by government agencies and private parties regarding our servicing, foreclosure, modification, origination and other practices, including uncertainty related to past, present or future investigations, litigation, cease and desist orders and settlements with state regulators, the Consumer Financial Protection Bureau (CFPB), State Attorneys General, the Securities and Exchange Commission (SEC), the Department of Justice or the Department of Housing and Urban Development (HUD) and actions brought under the False Claims Act regarding incentive and other payments made by governmental entities; adverse effects on our business as a result of regulatory investigations, litigation, cease and desist orders or settlements; reactions to the announcement of such investigations, litigation, cease and desist orders or settlements by key counterparties, including lenders, the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) and the Government National Mortgage Association (Ginnie Mae); our ability to comply with the terms of our settlements with regulatory agencies and the costs of doing so; increased regulatory scrutiny and media attention; any adverse developments in existing legal proceedings or the initiation of new legal proceedings; our ability to effectively manage our regulatory and contractual compliance obligations; our ability to interpret correctly and comply with liquidity, net worth and other financial and other requirements of regulators, Fannie Mae, Freddie Mac and Ginnie Mae, as well as those set forth in our debt and other agreements; our ability to comply with our servicing agreements, including our ability to comply with our agreements with, and the requirements of, Fannie Mae, Freddie Mac and Ginnie Mae and maintain our seller/servicer and other statuses with them; the adequacy of our financial resources, including our sources of liquidity and ability to sell, fund and recover advances, repay, renew and extend borrowings, borrow additional amounts as and when required, meet our MSR or other asset investment objectives and comply with our debt agreements, including the financial and other covenants contained in them; our ability to timely and cost effectively transfer mortgage servicing rights under our agreements with NRZ; our ability to maintain our long-term relationship with NRZ under these arrangements; our ability to realize anticipated future gains from future draws on existing loans in our reverse mortgage portfolio; our servicer and credit ratings as well as other actions from various rating agencies, including the impact of prior or future downgrades of our servicer and credit ratings; as well as other risks detailed in Ocwen’s reports and filings with the SEC, including its annual report on Form 10-K for the year ended December 31, 2018 and any current and quarterly reports since such date. Anyone wishing to understand Ocwen’s business should review its SEC filings. Ocwen’s forward-looking statements speak only as of the date they are made and, we disclaim any obligation to update or revise forward-looking statements whether as a result of new information, future events or otherwise.

 

FOR FURTHER INFORMATION CONTACT:

 

Investors: Media:
Hugo Arias Dico Akseraylian
T: (856) 917-0108 T: (856) 917-0066
E: hugo.arias@ocwen.com E: mediarelations@ocwen.com

 

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Residential Servicing Statistics

(Dollars in thousands)

 

   At or for the Three Months Ended 
   September 30,
2019
   June 30,
2019
   March 31,
2019
   December 31, 2018   September 30,
2018
 
Total unpaid principal balance of loans and REO serviced  $216,754,784   $229,283,045   $251,080,740   $256,000,490   $160,996,474 
Non-performing loans and REO serviced as a % of total UPB (1)   5.7%   5.5%   4.7%   4.9%   7.8%
Prepayment speed (average CPR) (2) (3)   17.7%   15.2%   12.5%   12.9%   13.7%

 

(1)Performing loans include those loans that are less than 90 days past due and those loans for which borrowers are making scheduled payments under loan modification, forbearance or bankruptcy plans. We consider all other loans to be non-performing.
  
(2)Average CPR for the prior three months. CPR measures prepayments as a percentage of the current outstanding loan balance expressed as a compound annual rate.
  
(3)Average CPR for the three months ended September 30, 2019 includes 22.1% for prime loans and 15.0% for non-prime loans.

 

Segment Results
(Dollars in thousands)

 

   For the Three Months Ended September 30,   For the Nine Months Ended September 30, 
   2019   2018   2019   2018 
Servicing                    
Revenue  $250,224   $217,630   $752,010   $674,233 
Expenses   890    185,077    556,874    523,061 
Other expense, net   (262,523)   (46,452)   (324,833)   (142,504)
Income (loss) before income taxes   (13,189)   (13,899)   (129,697)   8,668 
                     
Lending                    
Revenue   29,502    16,917    99,386    65,116 
Expenses   20,665    18,954    63,021    57,036 
Other income (expense), net   53    (28)   744    26 
Income (loss) before income taxes   8,890    (2,065)   37,109    8,106 
                     
Corporate Items and Other                    
Revenue   3,789    3,731    10,345    12,767 
Expenses   23,169    13,495    36,428    49,580 
Other expense, net   (14,638)   (14,545)   (45,063)   (43,674)
Loss before income taxes   (34,018)   (24,309)   (71,146)   (80,487)
Consolidated loss before income taxes  $(38,317)  $(40,273)  $(163,734)  $(63,713)

 

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OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)

 

   For the Three Months Ended September 30,   For the Nine Months Ended September 30, 
   2019   2018   2019   2018 
Revenue                    
Servicing and subservicing fees  $247,714   $213,730   $742,759   $658,095 
Gain on loans held for sale, net   16,013    16,942    48,683    61,135 
Other revenue, net   19,788    7,606    70,299    32,886 
Total revenue   283,515    238,278    861,741    752,116 
                     
Expenses                    
Compensation and benefits   73,414    63,307    250,393    211,220 
MSR valuation adjustments, net   (134,561)   41,448    121,705    91,695 
Servicing and origination   36,619    31,758    86,827    91,452 
Professional services   36,628    40,662    77,205    110,821 
Technology and communications   16,644    20,597    61,080    67,306 
Occupancy and equipment   17,262    11,896    52,550    37,369 
Other expenses   (1,282)   7,858    6,563    19,814 
Total expenses   44,724    217,526    656,323    629,677 
                     
Other income (expense)                    
Interest income   4,129    3,963    12,524    10,018 
Interest expense   (285,922)   (61,288)   (387,938)   (189,601)
Gain on repurchase of senior secured notes   5,099        5,099     
Bargain purchase gain           (381)    
Other, net   (414)   (3,700)   1,544    (6,569)
Total other expense, net   (277,108)   (61,025)   (369,152)   (186,152)
                     
Loss before income taxes   (38,317)   (40,273)   (163,734)   (63,713)
Income tax expense   4,450    845    13,264    4,541 
Net loss   (42,767)   (41,118)   (176,998)   (68,254)
Net income attributable to non-controlling interests       (29)       (176)
Net loss attributable to Ocwen stockholders  $(42,767)  $(41,147)  $(176,998)  $(68,430)
                     
Loss per share attributable to Ocwen stockholders                    
Basic and Diluted  $(0.32)  $(0.31)  $(1.32)  $(0.51)
                     
Weighted average common shares outstanding                    
Basic and Diluted   134,595,798    133,912,425    134,329,321    133,632,905 

 

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OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)

 

   September 30,
2019
   December 31,
2018
 
Assets          
Cash and cash equivalents  $345,084   $329,132 
Restricted cash (amounts related to VIEs of $13,725 and $20,968)   58,661    67,878 
Mortgage servicing rights   1,455,553    1,457,149 
Advances, net   212,684    249,382 
Match funded advances (related to VIEs)   825,760    937,294 
Loans held for sale ($207,645 and $176,525 carried at fair value)   275,579    242,622 
Loans held for investment, at fair value (amounts related to VIEs of $24,445 and $26,520)   6,073,687    5,498,719 
Receivables, net   152,222    198,262 
Premises and equipment, net   43,974    33,417 
Other assets ($8,339 and $7,568 carried at fair value) (amounts related to VIEs of $4,422 and $2,874)   513,449    379,567 
Assets related to discontinued operations       794 
Total assets  $9,956,653   $9,394,216 
           
Liabilities and Equity          
Liabilities          
Home Equity Conversion Mortgage-Backed Securities (HMBS) related borrowings, at fair value  $5,903,965   $5,380,448 
Match funded liabilities (related to VIEs)   687,497    778,284 
Other financing liabilities ($1,009,779 and $1,057,671 carried at fair value) (amounts related to VIEs of $22,827 and $24,815)   1,069,594    1,127,613 
Other secured borrowings, net (amounts related to VIEs of $137,612 and $0)   708,929    382,538 
Senior notes, net   310,788    448,727 
Other liabilities ($3,319 and $4,986 carried at fair value)   894,695    703,636 
Liabilities related to discontinued operations       18,265 
Total liabilities   9,575,468    8,839,511 
           
Stockholders’ Equity          
Common stock, $.01 par value; 200,000,000 shares authorized; 134,595,798 and 133,912,425 shares issued and outstanding at September 30, 2019 and December 31, 2018 respectively   1,346    1,339 
Additional paid-in capital   556,097    554,056 
(Accumulated deficit) retained earnings   (173,415)   3,567 
Accumulated other comprehensive loss, net of income taxes   (2,843)   (4,257)
Total stockholders’ equity   381,185    554,705 
Total liabilities and stockholders’ equity  $9,956,653   $9,394,216 

 

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OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

 

   For the Nine Months Ended September 30, 
   2019   2018 
Cash flows from operating activities          
Net loss  $(176,998)  $(68,254)
Adjustments to reconcile net loss to net cash provided by operating activities:          
MSR valuation adjustments, net   121,705    91,695 
Gain on sale of MSRs, net   (571)   (303)
Provision for bad debts   26,971    40,269 
Depreciation   26,020    18,199 
Gain on repurchase of senior secured notes   (5,099)    
Equity-based compensation expense   1,890    1,244 
Loss (gain) on valuation of financing liability   123,237    (11,323)
Net gain on valuation of mortgage loans held for investment and HMBS-related borrowings   (50,221)   (8,057)
Gain on loans held for sale, net   (29,820)   (24,265)
Bargain purchase gain   381     
Origination and purchase of loans held for sale   (872,914)   (1,234,830)
Proceeds from sale and collections of loans held for sale   787,683    1,154,526 
Changes in assets and liabilities:          
Decrease in advances and match funded assets   189,876    243,831 
Decrease in receivables and other assets, net   123,283    126,829 
Decrease in other liabilities   (82,942)   (46,767)
Other, net   1,105    8,739 
Net cash provided by operating activities   184,070    291,533 
           
Cash flows from investing activities          
Origination of loans held for investment   (675,898)   (711,035)
Principal payments received on loans held for investment   383,806    296,800 
Purchase of MSRs   (112,417)   (2,729)
Proceeds from sale of MSRs   1,159    6,138 
Acquisition of advances in connection with the purchase of MSRs   (1,457)    
Proceeds from sale of advances   2,876    7,882 
Issuance of automotive dealer financing notes       (19,642)
Collections of automotive dealer financing notes       52,598 
Additions to premises and equipment   (1,342)   (7,326)
Other, net   5,992    5,446 
Net cash used in investing activities   (397,281)   (371,868)

 

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OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS — (continued)
(Dollars in thousands)

 

   For the Nine Months Ended September 30, 
   2019   2018 
Cash flows from financing activities          
Repayment of match funded liabilities, net   (90,787)   (284,372)
Proceeds from mortgage loan warehouse facilities and other secured borrowings   1,875,926    2,211,606 
Repayment of mortgage loan warehouse facilities and other secured borrowings   (1,819,728)   (2,522,723)
Repayment and repurchases of Senior notes   (131,791)    
Proceeds from issuance of additional senior secured term loan (SSTL)   119,100     
Repayment of SSTL borrowings   (19,074)   (62,563)
Payment of debt issuance costs related to SSTL   (1,284)    
Proceeds from sale of MSRs accounted for as a financing   1,221    279,586 
Proceeds from sale of Home Equity Conversion Mortgages (HECM, or reverse mortgages) accounted for as a financing (HMBS-related borrowings)   665,820    728,745 
Repayment of HMBS-related borrowings   (377,094)   (290,338)
Capital distribution to non-controlling interest       (822)
Other, net   (2,363)   (991)
Net cash provided by financing activities   219,946    58,128 
           
Net increase (decrease) in cash, cash equivalents and restricted cash   6,735    (22,207)
Cash, cash equivalents and restricted cash at beginning of year   397,010    302,560 
Cash, cash equivalents and restricted cash at end of period(1)  $403,745   $280,353 

 

(1) Cash and restricted cash as of September 30, 2019 and 2018 includes $345.1 million and $254.8 million of cash and $58.7 million and $25.5 million of restricted cash, respectively.

 

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