Ronald M. Faris
Analyst · Piper Jaffray
Good afternoon, and thank you for joining us on today's call. There's obviously a lot for us to cover today. First, I will briefly discuss the status of our 2014 audit and note that we will not be taking any questions on that specific topic. Both management and our independent auditor are working to ensure that all applicable information is taken into consideration and being evaluated. We believe that the auditors are near completion of their work, and we hope to issue our 10-K in the near future. We understand our auditors are deciding between an emphasis paragraph and a going concern explanatory paragraph in their opinion. We continue to work on this evaluation as does our auditor. There is no single issue here. We are looking at all available information, including things such as the impact of the regulatory environment, the status and impact of our servicer ratings and liquidity. My hope is that today's earnings release and the investor presentation we've posted will give you a much clearer picture of the current status of the company. Let me start by summarizing some key points. A going concern explanatory paragraph, if that were to be the result, will not cause a default under any of our debt agreements. While we are aware of the potential for negative public perception, we believe we will be able to refinance all of our maturing debt and maintain ample liquidity going forward. As you can see from our press release this afternoon, we were profitable in the first quarter, had substantial cash flow from operations, and we currently expect both of these trends to continue for the foreseeable future. We have already refinanced some of our near-term debt maturities. We have announced significant asset sales that we expect will generate over $900 million in proceeds this year, which we intend to use to reduce our debt load and leverage, improve our liquidity, and eventually, we believe, improve our corporate and servicer ratings. We are working closely with our regulators and the third-party monitors. We are not aware of, nor anticipating, any fines, penalties or settlements from any state agencies that would have a material financial impact on us. We have significantly increased the frequency, quality and transparency of communications between management and our regulators and monitors. We expect the next round of results from the National Mortgage Settlement monitor to show that we have made progress in improving our internal testing and compliance monitoring. Unlike other servicers, we have not yet have had any official metric failures under the NMS. However, as we have previously stated, we expect that one or more metrics will require remediation through the corrective action plan process defined under the settlement. We do not currently expect any fines or penalties. On Gibbs & Bruns, we have strong defenses against the erroneous notice of nonperformance claims made by the Gibbs & Bruns investors who are seeking fewer modifications and more foreclosures. Other RMBS investors have also begun speaking out in defense of Ocwen. And finally, the sale by HLSS of its assets to New Residential and the amendments we obtained in return for our consent are big positives for the stability of the company. Our current intention, in conjunction with our independent auditor, is to finalize our closing process and issue our 2014 audited financial statements by May 29, if not sooner. As for the first quarter results, I am proud of what we have accomplished as far as managing the business through this difficult transition period. However, I am not satisfied with making $34 million in the quarter. We intend to do better. Before moving on to discuss in more detail the important issues facing the company, along with our plan forward, I would like to take a moment to thank our 11,000-plus Ocwen employees for their tireless efforts over the recent months. In a challenging environment, they have demonstrated tremendous commitment and a passion to persevere that makes me proud. For that, I say thank you to them. Next, let me discuss our GSE MSR sales. Before I get into this, I would like to clarify that Ocwen is not exiting GSE or Ginnie Mae servicing or lending. We have no current intention to sell any of our Ginnie Mae MSRs. After our announced GSE sales, we will still have $34 billion in GSE servicing rights and approximately $8 billion of GSE subservicing, and we will continue to originate and service new Fannie Mae, Freddie Mac and FHA loans. On the approximately $89 billion of UPB of performing MSR sales we have already announced, we will recognize gains as these MSRs are mostly carried at lower of cost or market. Today, Ocwen closed on 2 more of the previously announced sales, totaling just under $12 billion, at UPB. Initial proceeds from these transactions net of expenses, holdbacks and transfer date payments are about $80 million. We anticipate paying down our term loan tomorrow by 75% of that amount or about $60 million. I'm also pleased to announce that we have entered into transactions with both GSEs to transfer much of our delinquent agency servicing portfolio. The initial transfer under one of these agreements takes place tomorrow with others expected to close over the next few months. These transactions will substantially reduce the number of delinquent GSE loans we service. This meets 2 key strategic priorities. First, it should improve our margins and reduce complexity in our servicing operation. And second, it will improve liquidity by reducing servicing advances, some of which cannot be financed. While our previously announced MSR sales have involved largely performing GSE loans, these servicing transfers, which I just mentioned, include largely nonperforming loans. As most servicing costs and complexity are associated with nonperforming loans, these transactions will have a significant impact on our ability to streamline and refocus our operations. We believe that this will in turn allow us to achieve better operating margins. It should be noted that much of the servicer and bad debt expenses associated with uncollectible advances recorded in 2014 and so far this year was related to our nonperforming GSE portfolio. While we will book losses on the transactions involving nonperforming loans, they improve our liquidity largely because of -- because GSE servicing advances are more difficult to borrow against. In particular, we fund all of our Fannie Mae advances with corporate capital. In each of these transactions, the MSR has a negative value and Ocwen is paying the GSEs to transfer the servicing. In some cases, we are also settling future expense obligations such as compensatory fees. Nevertheless, the cash flow impact of the nonperforming GSE deals is substantially positive. Overall, we expect we will generate net positive cash flow of over $150 million, driven by the repayment of advances in connection with the nonperforming transfers and substantially reduce our GSE advance balances. We estimate the losses we will record in the next few quarters as a result of these transfers to be between $75 million and $90 million. There have been recent reports and rumors that Ocwen is going to get stuck with a toxic pool of GSE loans after selling off the easier-to-sell performing portfolios. This is false. We will be left with a smaller, less volatile portfolio carried at below fair value and one that will benefit in the event interest rates rise. Page 28 of the deck highlights the value of our MSR portfolio. Michael will discuss this page in more detail, but there is significant value in our MSRs that has not yet been recognized in our financial statements. For example, if we were to mark our remaining portfolio to fair value at the end of the first quarter 2015, as our competitors do, we would have an additional $119 million in pretax earnings and over $100 million more equity, assuming a 15% tax rate. There are also other assets and economic drivers that are not reflected on our balance sheet. We laid out some of these factors on Slide 29 and explained the assumptions behind them in the appendix to better help the investment community understand today's equity value of Ocwen. For example, in addition to the MSR fair value adjustment, there is meaningful unrecognized value in the subservicing relationship with HLSS as well as in our call rates. Additionally, unlike our competitors who book servicing fees on delinquent loans immediately into income, we still don't record them until they are collected. For instance, if we were to follow the similar accounting as our competitors on just the MSRs whose rights have not been sold to HLSS, we would immediately recognize over $95 million of additional servicing fees and pretax income. As you can see, including these adjustments, all of which we believe are reasonable, the adjusted book value per diluted share would increase from $8.30 at the end of March to $12.88, an increase of 55%. On Slide 30, we roll forward that adjusted book value to equity per share for some of our traditional MSR valuation adjustments for things like Ocwen's cost to service, deferred servicing fees, and a more market-based CPR and a lower discount rate on non-agency product. Adjusting for these items increases the book value of equity per share to over $20 a share, a 2.4x increase from our reported book value of equity at 3/31. Next, let me summarize the recent HLSS transaction and amendment, which was a great result for Ocwen. First, Ocwen's relationship with New Residential and Fortress is positive, constructive, and we're looking for new ways to work together. The sale to New Residential effectively eliminates any risk of an HLSS funding default related to the BlueMountain claims, causing a liquidity issue for Ocwen. The HLSS amendment significantly limits New Residential's ability to move any of the servicing away from Ocwen for a period of 2 years, even if there are further servicer rating downgrades. If a downgrade to S&P does occur and New Residential's funding costs increased as a direct result, Ocwen would be required to pay up to $3 million of additional fees to New Residential per month, but it's capped at $36 million in total. Finally, the HLSS amendment generally extends the length of our agreement with New Residential for 2 additional years or until April 30, 2020, whichever is earlier. This will result as long as we improve our Moody's servicer ratings to SQ3 or above and maintain or improve our S&P and Fitch servicer ratings. We are reasonably confident our ratings will improve by then. Even if our ratings -- even if our Moody's rating has not improved, we believe there is still a reasonable likelihood New Residential would not take any action to move the contracts to another servicer. Next, I would like to provide more details on our state regulatory exams, which are very positive. Page 8 summarizes the activity that has occurred so far this year. As you can see, we have closed 24 exams in 2015, and none of them have included any findings that should result in a material financial impact to the company. Of course, we take all compliance examinations and findings seriously, and we are committed to correcting any deficiencies remediating any borrower harm and improving our compliance management systems and customer service. We currently have 25 open state examinations. We believe this level of exam activity is consistent with the current regulatory environment and largely similar to the activity of other large state-licensed mortgage servicers. I would also like to provide further information on our current costs related to internal audit, risk and compliance management. As shown on Slide 9, we incurred $14 million of these costs in Q1. We estimate that for the full year, we will incur $56 million in total internal audit risk and compliance-related costs, which is up approximately $7 million from 2014. Additionally, our third-party monitor costs for the first quarter 2015 were $9 million, and we estimate just over $50 million in monitor costs for the full year. This is up over $12 million from 2014, but I would caution that this is just an estimate and the actual amount could be more or less than what we have estimated. These costs are big, but they are manageable. Over time, as we demonstrate ongoing compliance and as the monitors roll off, we should see these expenses decline. As I already mentioned in my earlier remarks, we believe we have very strong defenses against the notice of nonperformance claims made by the Gibbs & Bruns clients. As background, in a letter to RMBS trustees in January 2015, Gibbs & Bruns alleged that Ocwen servicing practices in 119 MBS pools, generally with respect to modification activity and recoupment of advances, demonstrate nonperformance under the servicing agreements. The letter, however, did not ask the trustees to terminate Ocwen's servicing. To be clear, there is no litigation pending or threatened against Ocwen at this time, just a breach claim to the trustees. Gibbs & Bruns clients compared Ocwen's service pools to noncomparable prime pools and made many groundless claims such as Ocwen modifies too many loans; servicers, in general, do not have the right to recover advances at the time of a loan modification; and that Ocwen does not remit all proceeds recovered to the trusts. The allegations are very similar to allegations made by this same group in a 2013 attempt, ultimately unsuccessful, to stop the servicing transfer to Ocwen. Their attempt was unsuccessful because trustees hired an independent third party to review the allegations, and after the review, the trustees approved the transfer to Ocwen. These select investors generally hold front-pay bonds in the pools and would benefit from increased foreclosures, which would accelerate cash payments to them potentially to the detriment of other MBS bond tranches. The current unpaid principal balance of the 119 pools is approximately $8.8 billion and represents just 5% of our PSL -- PLS portfolio. Ocwen has publicly and thoroughly responded to the Gibbs & Bruns allegations and clearly demonstrated that the allegations are false and no event of default or breach has occurred. 77% of the principal modifications in the Gibbs & Bruns pools were HAMP modifications, which are required to be NPV positive versus foreclosure and are deemed to constitute standard industry practice. Note: U.S. Treasury regularly audits Ocwen and other servicers for compliance with HAMP. Ocwen's proprietary modifications are also designed to be NPV-positive in all instances. Ocwen's practices focusing on modifying eligible loans into sustainable performing loans compares favorably to other servicer's performance and increases cash flows to pools over time. Third-party analysis supports our position. For example, a Morgan Stanley report in February 2015, the LL Funds' white paper in April 2015 and a Nomura report in October 2014 all support Ocwen's position. A number of other RMBS investors have also publicly and privately stated support for Ocwen's servicing practices and refuted the validity of the analysis done by the Gibbs & Bruns expert. In addition, housing industry leaders recently sent a letter to top federal officials, including the Honorable Mel Watt at the Federal Housing Finance Agency, the Honorable Jack Lew at U.S. Department of Treasury and the Honorable Richard Cordray at CFPB, calling for an investigation into pro foreclosure campaigns launched by the Gibbs & Bruns clients. LL Funds' white paper, which has been recently quoted by various media sources, concluded that Ocwen deserves credit for its successful modification practice and that bondholders overall are better off as a result of Ocwen's servicing. Ocwen has not only responded fully to the claims in writing, it has also met with trustees and master servicers to discuss our response and to cooperate with them in their reviews. Trustees and master servicers are starting to conduct reviews of the allegations, which we support. Gibbs & Bruns clients have agreed in principle to a standstill during the review process, which, if approved, is expected to be in place until June 30, 2015. We will continue to service pools for the benefit of the entire trust and will continue with our industry-leading modifications that result in sustainable loan modifications, benefiting the loan owners as a whole. We remain confident that we have serviced in the best interests of the trust as a whole and there has been no breach of our servicing obligations. Before I turn the call over to Michael, who will discuss our first quarter results, adjusted cash flow from operations and a more thorough look at our debt agreements and liquidity, I wanted to summarize our 2015 plan. Our management team expects to continue to be profitable and generate strong operating cash flow; continue to demonstrate strong corporate governance, risk management and compliance management; continue to refocus on improving operating margins in the servicing business; continue to improve our service to our clients; continue to reduce leverage and improve our corporate and servicer ratings; continue to be a leader in helping homeowners, the HAMP program and strengthening our nation's neighborhoods; and continue to expand our profitable lending platform for future growth. I appreciate your time, and I am confident in our strategy going forward. I believe we are on the right track to stabilizing the business, improving our service to our customers and starting to build confidence in the company again. In future calls, I expect to provide more details on how we intend to begin growing the company. I would now like to turn the call over to Michael. Michael?