Glen Messina
Analyst · KBW. Please go ahead
Thanks, Steve. Good morning and thank you for joining us today. I'm excited to join Ocwen as it's important time for the company. I would like to thank John Britti for his services as Interim CEO, and both John and Rob Brown, President and CEO, PHH and their respective teams for executing the necessary action to close Ocwen’s acquisition with PHH. I look forward to working with the board, management and employees to help Ocwen continue as a leading mortgage servicer that delivers value to all of our stakeholders. Today, I will provide an overview of the PHH transaction and our strategic priorities. Cathy Dondzila will then follow with the review of the third quarter financial results. I will close the call with some brief remarks before opening it up for questions. Please turn to slide four. We believe Ocwen's acquisition of PHH provides us with the opportunity to transform to a stronger, more efficient company that are able to serve our customers and clients and positions us for a return to growth and profitability. In the near-term, our goal to return to profitability in the shortest timeframe possible, taking into consideration the robust prudent integration process we are undertaking. To achieve this goal, we have established a set of initiatives that will be executed in two phases. Our Phase 1 initiatives address our most critical near-term challenges and establish a foundation for the future. These include, execute the integration to create value, re-engineer our cost structure, established funding for growth, replenish portfolio runoff and restore growth focus and fulfill our regulatory commitments and resolve remaining legacy matters. Our Phase 2 initiatives focused on ensuring sustainability. These initiatives include, digitize our business model, diversify our business model, leveraging our core competencies and rebuild our reputation and demonstrate that we have transformed our company. Ocwen continues to be an industry leader in helping homeowners remain in their homes. This is a long-standing core competency for Ocwen and it will continue to be a guiding principle as we move the company forward. We're excited by the opportunities that exist as we move forward after prolonged growth restrictions. And we are focusing on executing initiatives largely within our control. Let's go into more details about the PHH transaction and our plan to transform our business. Please turn to slide five. On October 4th, we were successful in closing the acquisition of PHH. On a combined basis as of September 30th, we will service approximately 1.7 million loans with the UPB of nearly $287 billion. The combined company originated more than $2.2 billion of residential mortgage loans, including reverse mortgages on an annualized basis pro forma as of June 30, 2018. The PHH transaction is initially cash and book value accretive. We currently expect to recognize a bargain purchase gain on the acquisition date. The anticipated bargain purchase gains results from the fair value of PHH's net assets exceeding the purchase price we paid. We expect to finalize the gain amount in the fourth quarter. The purchase price contemplated that PHH may incur losses after the acquisition date. To the extent those losses are realized they'll be included in our consolidated statement of operations in the fourth quarter and subsequent periods. In terms of cash as of September 30, PHH had a pre-closing cash balance of $435 million, which is $77 million higher than the purchase price of $358 million. We believe the acquisition of PHH is the fastest path to transition to an industry leading scalable servicing platform. This is the catalyst for cost reduction, improved economies of scale and returning to growth in a safe and responsible way. Now please turn to slide six. We intent to use our core competency in servicing higher credit risk customers to prudently grow our portfolio of owned and sub serviced agency and non-agency mortgages. We believe the efficiencies enabled through the combination with PHH and the cost advantages of our offshore infrastructure will allow us to effectively and profitably compete for higher credit risk mortgage servicing. Because we are operating at a pre-tax loss and our business operations are consuming cash. Our near-term goal is to return to profitability in the shortest timeframe possible. Taking into consideration the robust and prudent integration process we're undertaking. We have established a set of initiatives to enable our return to profitability, reduce the ongoing operational cash loss and improve our competitive position. As mentioned earlier these initiatives are being executed in two phases. Our Phase 1 initiatives are the most critical for a return to profitability and establish a scalable foundation for the future. These initiatives will also be executed in parallel. Please turn to slide seven. Our first initiative is to execute the integration to create value. Our objective is to select the best people, processes and technologies across both companies. We are focused on executing our integration plan in a safe and sound manner. We have experienced leaders, board and management oversight and detailed project plans are being finalized to ensure we're taking a disciplined approach. The cornerstone of the integration is the servicing system conversion, which will occur through multiple loan transfers over the next 9 to 12 months. Our integration plan call for extensive pre and post boarding testing, quality checks and customer communication and support. To the extent any unexpected challenges are encountered it may extend the conversion timeline. We believe the safe, controlled and methodical approach will serve to reduce post conversion challenges and minimize customer impact. Please turn to slide eight. Our second initiative is re-engineering our cost structure. As we stated during our second quarter earnings call our annual cost synergy run rate target is $100 million over combined annualized operating expenses as of June 30, 2018. Our return to profitability is dependent on realizing the previously identified $100 million in acquisition synergies, which we stated would be over 12 to 18 months following closing and realizing at least an additional $100 million and yet to be determined expense re-engineering benefits. Considering the combined expense base of Ocwen and PHH and our transition to the MSP servicing system, we believe by selecting the best people, processes and technologies from both organizations there are opportunities to exceed the previously identified cost reduction target. Having completed the merger, we now have unrestricted access to PHH employees, operation and processes. As a result we are updating our integration plan and related expense reduction and re-engineering opportunities. We are focused on maximizing cost savings as quickly as possible, while ensuring we are on compliance with our legal and regulatory obligations and continuing to act responsibly for our customers and other stakeholders. There are three sequential events that will enable cost reduction opportunities. First, closing the acquisition which will enable savings from reducing duplicative overhead and public company infrastructure. Second, completing the loan transfers to MSP. This allows us to eliminate the dual operating system environment that we are running in the short-term. Third, merging Ocwen’s two primary licensed entities, Ocwen Loan Servicing and Homeward Residential into the primary PHH offering company, PHH Mortgage Corporation. The final loan transfers to MSP and legal entity mergers are likely to be very closely linked in terms of timing. This consolidation of three licensed entities into one should reduce operating complexity and simplify our tax status. While we may lose some tax advantages associated with our current tax status, we expect the combined effects of the operating efficiencies from reduced complexity, forecasted near-term operating results and lower U.S. corporate tax rates will likely make the near-term impact of the changes a net positive for the quarter. In order to complete the integration and realize the $100 million in acquisition synergies already identified, we expect to spend $25 million to $30 million in severance and other one-time costs largely in 2019. We expect to update our cost synergy targets as appropriate during subsequent earnings calls. Now please turn to slide nine. Our third initiative is to establish funding for growth. We are exploring a number of capital structure options to ensure we have necessary capacity to invest in growth, adjust upcoming debt maturities and accommodate our business needs. We believe we need to diversify our funding sources to support our MSR and whole loan investment goals. Our objective is to maximize the total investment capacity for each dollar of cash invested. We are evaluating our debt structure and available financing alternatives to optimize cost, advance rates and terms. We also want to ensure our stock is positioned to be an attractive investment to a broader base of investors to support a sustainable growth focus. Our actions in this regard include bolstering our shareholders relations capability, more visible presence in investor conferences, as well as evaluating a reverse stock split and rebranding the company. Our fourth initiative is to replenish portfolio runoff and restore our growth focus. We are excited about the opportunity to resume growth activities as permitted by our regulatory restrictions, which have been eased this year. While certain restrictions still remain, we are working to satisfy the remaining conditions. And we believe we can operate within the current restrictions to replenish our portfolio. Our return to profitability is dependent on the ability to originate or acquire approximately $35 billion in servicing and subservicing UPB through replenish our expected annual portfolio runoff. We intend to pursue growth in a responsible and disciplined manner, with return targets that are prudent and aligned with our core competencies. Furthermore, we will be mindful of boarding new loans on the Black Night platform such that it does not interfere with the integration. In the current mortgage industry environment, it is important to have multiple origination sources to fully access market opportunities. In the near-term, we expect to concentrate our efforts on bulk and mini-bulk MSR purchases, agency co-issue programs, portfolio retention and executing call rights where it makes financial sense. Consistent with this focus in the second quarter, we executed call rights for loans worth $73 million and in the third quarter we purchased subordinated bonds relating to trust containing $28 million of mortgage loans in anticipation of a potential future call. We have over $17 billion of call rights and will continue to evaluate our portfolio to execute call rights where it is financially beneficial. We believe that market opportunities exists, which would allow us to purchase and/or originate MSRs at a rate at least sufficient to replenish and ultimately regrow our portfolio. We expect our core competency of serving underserved of riskier [ph] borrowers will provide a competitive advantage for certain MSRs. We believe targeted return on assets of 9% to 13% on MSRs and gross margins of 20% to 30% on subservicing are reasonable in today's market. We are also working to prudently expand products and programs to serve underserved customers, including self-employed borrowers and borrowers who just missed qualifying for agency programs. We are piloting one such program currently in our portfolio retention group. We will also evaluate opportunities to expand our lending activities including reentering correspondent lending and other channels. Please turn to slide 10. Our fifth initiative is to fulfill regulatory commitments and resolve remaining legacy matters. We have made a number of commitments to our regulators regarding behaviors and actions going forward, replacing legacy technologies, ongoing reporting and controls and looking back at how well we performed certain activities. Fulfilling our commitments and resolving our remaining legacy and regulatory matters are critical steps to growing our business going forward. Reducing our legal and regulatory related expenses is a critical component of our objective to return to profitability. Over the past five years we have spent hundreds of millions of dollars on legal and regulatory settlements, defense cost, monitors and other measures to comply with the terms of our legal and regulatory settlements. We are intensely focused on fulfilling our regulatory commitments and we intent to reap the benefits of our substantial multi-year investments in our operations, and risk and compliance infrastructure to deliver on these regulatory commitments, and at the same time reduce these expenses going forward. We are working to resolve our remaining legal and regulatory matters on satisfactory terms. The five Phase 1 initiatives I just discussed would be our highest priority as they address our most critical needs. We expect to provide updates on our Phase 1 initiative as appropriate during our next earnings call. Now please turn to slide 11. Our Phase 2 initiatives are focused on ensuring sustainability these covered three broad areas. First, digitize our business model. We believe leveraging technology to deliver superior accuracy, cost, speed and customer satisfaction is critical to our long-term success. After we have fully transitioned to the Black Knight system we’ll focus our technology efforts in two areas, improving operating performance through automating control systems, ingestion and indexing of unstructured data and implementing cognitive technologies to automate repetitive low complexity task. And improving the customer experience through implementing digital customer interfaces for payments, enquiries, refinancing and loan modifications. These technologies which is today and are being used across multiple applications in the consumer finance industry. Second, diversifying our business model, while leveraging our core competencies. The mortgage industry can be volatile and dynamic, we believe that we’ll need multiple revenue sources to decrease volatility and create multiple sources of growth. We believe there are several areas of opportunity, leveraging our core competency and loan modifications and loss mitigation to consumer mortgage credit risk. This can be executed through investing in credit risk retention instruments from mortgage loan pools we’ve serviced. Maximizing our share to servicing ecosystem profit pool, the most profitable servicers optimize opportunities and adjacent activities to increase the returns, such as offering home rental or rent their own products. To the extent permissible, we’ll look at performing some of these services in-house. We’re also cautious of the level of M&A activity in the industry and we’ll evaluate opportunities to the extent we believe they can deliver the appropriate returns to our shareholders. We believe it’s important to all our constituent to demonstrate our ability to successfully integrate PHH before acquiring another large scale servicing platform or portfolio. Lastly, we can monitor expertise at servicing mortgages to servicing other consumer financial product such as alternatives to these [ph] arrangements. We are in the early stages in the process and we’ll talk more about this on future calls. Finally, Ocwen’s management and Board of Directors fully appreciates that building trust and confidence across all our constituencies is a long-term process and thus utilize multiple strategies to create a new image and reputation. We believe Ocwen has made progress on this front and over the past four years we’ve undertaken a number of important initiatives to strengthen our company. Going forward we’re extremely focused on consistent high quality execution and demonstrating to all of our constituencies that Ocwen is a transformed company. Now, I’ll turn it over Cathy, who will discuss the results for the quarter.