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): February 23, 2012
OCWEN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Florida | 1-13219 | 65-0039856 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2002 Summit Boulevard
6th Floor
Atlanta, Georgia 30319
(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 (see General Instruction A.2. below):
£ | 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)) |
Item 2.02. | Results of Operations and Financial Condition. |
The news release of the Registrant, dated February 23, 2012, announcing its results for the fourth quarter and year 2011 is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. | Financial Statements and Exhibits. |
(a) – (c) | Not applicable. | ||
(d) | Exhibits: | ||
99.1 | Text of a press release by the Registrant dated February 23, 2012. |
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: February 23, 2012 | By: | /s/ John Van Vlack | |
John Van Vlack Executive Vice President, Chief Financial Officer and Chief Accounting Officer (On behalf of the Registrant and as its principal financial officer) |
Exhibit 99.1
Ocwen Financial Corporation® |
FOR IMMEDIATE RELEASE | FOR FURTHER INFORMATION CONTACT: |
John P. Van Vlack | |
Executive Vice President, Chief Financial Officer & | |
Chief Accounting Officer | |
T: (561) 682-7721 | |
E: John.VanVlack@Ocwen.com |
Ocwen reports
EPS of $0.71 for 2011 up 97% over 2010,
Net Income of $78.3 Million for 2011 up 106% over 2010,
Cash Flow from Operations of $982 Million for 2011
Atlanta, GA – (February 23, 2012) Ocwen Financial Corporation (“Ocwen” or the “Company”) (NYSE:OCN) today reported Net income of $9.7 million, or $0.08 per share, for the fourth quarter of 2011. This compares with Net income of $9.9 million, or $0.09 per share, for the fourth quarter of 2010. In the fourth quarter of 2011, Ocwen incurred $31.3 million of transaction-related expenses, largely associated with the Litton Loan Servicing LP (“Litton”) acquisition, and $3.6 million of losses on foreign exchange forward contracts. Adjusting for these resulted in normalized pre-tax earnings for the quarter of $53.4 million, a 57%increase over the normalized results in the fourth quarter of 2010. Revenue for the fourth quarter was $156.6 million, 38% higher than the fourth quarter of 2010.
For the full year 2011, Net income was $78.3 million or $0.71 per share versus full year 2010 Net income of $38.0 million or $0.36 per share. Full year Revenue in 2011 was $495.9 million up 38% from 2010. Normalized pre-tax earnings for 2011 increased by 54% over 2010 to $188.8 million.
Fourth quarter business performance highlights:
· | Completed the transfer of the remaining loans on the Litton platform to the Ocwen platform on November 1, 2011. | |
· | Entered into acquisition agreements that will add approximately $31 billion of unpaid principal balance (UPB) to Ocwen’s servicing portfolio and converted approximately $11 billion from subservicing to owned servicing in early 2012. | |
· | Completed a follow on public offering of 28,750,000 shares of common stock on November 9, 2011 resulting in net proceeds of $354.4 million. These funds were raised to support pending and potential future servicing acquisitions. | |
· | Secured an additional $200 million borrowing commitment on the Senior Secured Term Loan which is expected to result in proceeds of $194 million to support pending servicing acquisitions. | |
· | Reduced delinquencies from 28.7% on September 30, 2011 to 27.9% on December 31, 2011. | |
· | Completed 18,663 loan modifications. HAMP modifications accounted for 16% of completed modifications. | |
· | Increased loan modification offers in the fourth quarter of 2011 by 23% over the third quarter of 2011 to a total of 21,566. | |
· | Generated Cash flow from operations of $178.5 million. |
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Ocwen Financial Corporation
Fourth Quarter 2011 Results
February 23, 2012
Full-year 2011 Business performance highlights:
· | December 31, 2011 servicing portfolio UPB was $102.2 billion, an increase of 38% over year-end 2010. | |
· | Completed 76,205 loan modifications. | |
· | Generated $982 million in Cash flow from operations. |
On February 10, 2012, Ocwen entered into an agreement to sell to Home Loan Servicing Solutions (HLSS) the right to receive the servicing fees relating to approximately $16 billion of UPB. In addition, HLSS will take over ownership and responsibility for the associated servicing advances and match funded liabilities. Ocwen will continue to service the loans receiving a subservicing fee and ancillary income. The sale is expected to close when HLSS completes its initial public offering. As valued on December 31, 2011, Ocwen expects to receive approximately $181 million in cash from the transaction; 25% of the proceeds will be used to pay-down the Senior Secured Term Loan as required by the terms of the loan. The remaining cash will be available for future acquisitions, debt repayment or other corporate purposes under the terms of the Senior Secured Term Loan.
“The Litton acquisition continues to meet or exceed our expectations,” said Ron Faris, President and CEO. “The integration was completed on November 1st as planned. Particularly gratifying has been our solid delinquency management performance to-date on the Litton loans, and we should see further progress in coming months as our modification programs take hold. On our overall portfolio, we were able to reduce non-performing loans from 28.7% in the third quarter to 27.9% in the fourth quarter. Ocwen’s success in scaling-up its operations and maintaining strong servicing results is attributable to the experience of our team and Ocwen’s industry-leading technology. The sturdy performance of the Litton acquisition makes us even more confident that we will achieve a seamless integration of the pending portfolio acquisitions into our platform. In anticipation of these pending deals, we have ramped up our operations accordingly which dampened actual and normalized earnings in the fourth quarter and will similarly impact results in the first quarter of 2012.”
Mr. Faris added, “We completed 18,663 modifications in the fourth quarter, which is an increase of more than 18.5% over the prior quarter. Moreover, we saw a substantial rise in modification offers in the fourth quarter indicating continued modification growth and reduced delinquency levels in the first quarter of this year. For all of 2011, Ocwen completed 76,205 modifications. We remain committed to reducing losses on the loans we service and helping homeowners stay in their homes through sensible loan modifications.”
Chairman William Erbey stated “The imminent execution of an asset sale to HLSS is an important milestone in our strategy to make Ocwen into an ‘equity-light’ fee-for-services business. In the near-term, HLSS should provide us additional capital for growth, without dilution to existing shareholders, and make Ocwen more competitive on transactions. Over time, we would hope to move most of Ocwen’s MSRs and advances to HLSS. The impact of this should be higher returns on equity than we could achieve by keeping the assets on Ocwen’s balance sheet.”
Mr. Erbey further commented that, “The servicing industry as a whole continues to be in the news with the recent federal and state settlement with major banks. We believe that the changes in the industry remain positive for Ocwen’s growth and provide useful clarity around servicing standards. Our sales pipeline remains robust and our competitive position very strong.”
The fourth quarter of 2010 had a total of $18.8 million of normalizing items, including $17.5 million of transaction expenses related to the HomEq acquisition that should be considered when comparing with 2011 results. For more detail on normalizing items as well as prior earnings releases and SEC filings please refer to the “Shareholder Relations” section of our website at www.ocwen.com.
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Ocwen Financial Corporation
Fourth Quarter 2011 Results
February 23, 2012
Ocwen Financial Corporation is a leading provider of residential and commercial loan servicing, special servicing and asset management services. Ocwen is headquartered in Atlanta, Georgia with offices in West Palm Beach and Orlando, Florida, Houston, Texas, McDonough, Georgia and Washington, DC and support operations in India and Uruguay. Utilizing advanced technology and world-class training and processes, we provide solutions that help homeowners and make our clients’ loans worth more. Additional information is available at www.ocwen.com.
This news 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. Forward-looking statements are not guarantees of future performance, and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially.
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: general economic and market conditions, prevailing interest or currency exchange rates, governmental regulations and policies, international political and economic uncertainty, availability of adequate and timely sources of liquidity, federal income tax rates, real estate market conditions and trends and the outcome of ongoing litigation as well as other risks detailed in Ocwen’s reports and filings with the Securities and Exchange Commission, including Form 10-Q for the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011 and its annual report on Form 10-K for the year ended December 31, 2011 to be filed on or before February 29,2012. The forward-looking statements speak only as of the date they are made and should not be relied upon. Ocwen undertakes no obligation to update or revise the forward-looking statements.
This news release contains references to “normalized” results, which are non-GAAP performance measures. We believe these non-GAAP performance measures may provide additional meaningful comparisons between current results and results in prior periods. Non-GAAP performance measures should be viewed in addition to, and not as an alternative for, the Company’s reported results under accounting principles generally accepted in the United States.
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Ocwen Financial Corporation
Fourth Quarter 2011 Results
February 23, 2012
Residential Servicing Statistics (Dollars in thousands)
At or for the three months ended | ||||||||||||||||||||
December 31, 2011 | September 30, 2011 | June 30, 2011 | March 31, 2011 | December 31, 2010 | ||||||||||||||||
Total unpaid principal balance of loans and REO serviced | $ | 102,199,222 | $ | 106,126,168 | $ | 70,830,567 | $ | 70,542,961 | $ | 73,886,391 | ||||||||||
Non-performing loans and REO serviced as a % of total UPB (1) | 27.9 | % | 28.7 | % | 24.2 | % | 24.7 | % | 27.3 | % | ||||||||||
Prepayment speed (average CPR) | 14.1 | % | 15.2 | % | 14.3 | % | 13.9 | % | 12.6 | % |
(1) | Non-performing loans exclude those serviced under special servicing agreements where we have no obligation to advance. |
Segment Results (Dollars in thousands) (UNAUDITED)
Three months | Twelve months | |||||||||||||||
For the periods ended December 31, | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Servicing | ||||||||||||||||
Revenue | $ | 155,646 | $ | 113,216 | $ | 494,871 | $ | 359,798 | ||||||||
Operating expenses | 86,539 | 59,069 | 231,238 | 200,108 | ||||||||||||
Income from operations | 69,107 | 54,147 | 263,633 | 159,690 | ||||||||||||
Other expense, net | (43,646 | ) | (35,313 | ) | (127,753 | ) | (81,495 | ) | ||||||||
Income from continuing operations before income taxes | 25,461 | 18,834 | 135,880 | 78,195 | ||||||||||||
Corporate Items and Other | ||||||||||||||||
Revenue | 651 | 441 | 2,348 | 2,112 | ||||||||||||
Operating expenses | 3,471 | 4,341 | 8,971 | 37,130 | ||||||||||||
Loss from operations | (2,820 | ) | (3,900 | ) | (6,623 | ) | (35,018 | ) | ||||||||
Other income (expense), net | (4,122 | ) | 225 | (6,262 | ) | (4,023 | ) | |||||||||
Loss from continuing operations before income taxes | (6,942 | ) | (3,675 | ) | (12,885 | ) | (39,041 | ) | ||||||||
Corporate Eliminations | ||||||||||||||||
Revenue | 328 | (384 | ) | (1,289 | ) | (1,529 | ) | |||||||||
Operating expenses | 471 | (145 | ) | (625 | ) | (764 | ) | |||||||||
Loss from operations | (143 | ) | (239 | ) | (664 | ) | (765 | ) | ||||||||
Other income, net | 143 | 239 | 664 | 765 | ||||||||||||
Income (loss) from continuing operations before income taxes | — | — | — | — | ||||||||||||
Consolidated income from continuing operations before income taxes | $ | 18,519 | $ | 15,159 | $ | 122,995 | $ | 39,154 |
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Ocwen Financial Corporation
Fourth Quarter 2011 Results
February 23, 2012
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except share data)
(UNAUDITED)
For the periods ended December 31, | Three months | Twelve months | ||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenue | ||||||||||||||||
Servicing and subservicing fees | $ | 147,922 | $ | 102,859 | $ | 458,875 | $ | 321,699 | ||||||||
Process management fees | 8,082 | 9,572 | 34,233 | 33,704 | ||||||||||||
Other revenues | 621 | 842 | 2,822 | 4,978 | ||||||||||||
Total revenue | 156,625 | 113,273 | 495,930 | 360,381 | ||||||||||||
Operating expenses | ||||||||||||||||
Compensation and benefits | 40,737 | 17,892 | 99,844 | 87,644 | ||||||||||||
Amortization of mortgage servicing rights | 12,937 | 9,352 | 42,996 | 31,455 | ||||||||||||
Servicing and origination | 3,062 | 2,095 | 8,254 | 6,851 | ||||||||||||
Technology and communications | 11,843 | 7,062 | 33,617 | 25,644 | ||||||||||||
Professional services | 9,232 | 5,316 | 19,961 | 42,837 | ||||||||||||
Occupancy and equipment | 8,756 | 19,407 | 23,759 | 32,924 | ||||||||||||
Other operating expenses | 3,914 | 2,141 | 11,153 | 9,119 | ||||||||||||
Total operating expenses | 90,481 | 63,265 | 239,584 | 236,474 | ||||||||||||
Income from operations | 66,144 | 50,008 | 256,346 | 123,907 | ||||||||||||
Other income (expense) | ||||||||||||||||
Interest income | 2,232 | 2,352 | 8,876 | 10,859 | ||||||||||||
Interest expense | (45,756 | ) | (35,906 | ) | (132,770 | ) | (85,923 | ) | ||||||||
Loss on trading securities | — | (4,010 | ) | — | (7,968 | ) | ||||||||||
Loss on loans held for resale, net | (998 | ) | (3,239 | ) | (4,529 | ) | (5,865 | ) | ||||||||
Equity in (loss) earnings of unconsolidated entities | (56 | ) | 27 | (746 | ) | 1,371 | ||||||||||
Other, net | (3,047 | ) | 5,927 | (4,182 | ) | 2,773 | ||||||||||
Other expense, net | (47,625 | ) | (34,849 | ) | (133,351 | ) | (84,753 | ) | ||||||||
Income from continuing operations before taxes | 18,519 | 15,159 | 122,995 | 39,154 | ||||||||||||
Income tax expense | 8,864 | 5,235 | 44,672 | 5,545 | ||||||||||||
Income from continuing operations | 9,655 | 9,924 | 78,323 | 33,609 | ||||||||||||
Income from discontinued operations, net of taxes | — | — | — | 4,383 | ||||||||||||
Net income | 9,655 | 9,924 | 78,323 | 37,992 | ||||||||||||
Net loss (income) attributable to non-controlling interest | (4 | ) | (3 | ) | 8 | (8 | ) | |||||||||
Net income attributable to Ocwen Financial Corporation (OCN) | $ | 9,651 | $ | 9,921 | $ | 78,331 | $ | 37,984 | ||||||||
Basic earnings per share | ||||||||||||||||
Income from continuing operations attributable to OCN | $ | 0.08 | $ | 0.10 | $ | 0.75 | $ | 0.34 | ||||||||
Income from discontinued operations attributable to OCN | — | — | — | 0.04 | ||||||||||||
Net income attributable to OCN | $ | 0.08 | $ | 0.10 | $ | 0.75 | $ | 0.38 | ||||||||
Diluted earnings per share | ||||||||||||||||
Income from continuing operations attributable to OCN | $ | 0.08 | $ | 0.09 | $ | 0.71 | $ | 0.32 | ||||||||
Income from discontinued operations attributable to OCN | — | — | — | 0.04 | ||||||||||||
Net income attributable to OCN | $ | 0.08 | $ | 0.09 | $ | 0.71 | $ | 0.36 | ||||||||
Weighted average common shares outstanding | ||||||||||||||||
Basic | 115,185,458 | 100,610,141 | 104,507,055 | 100,273,121 | ||||||||||||
Diluted | 123,102,557 | 107,441,874 | 111,855,961 | 107,483,015 |
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Ocwen Financial Corporation
Fourth Quarter 2011 Results
February 23, 2012
OCWEN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
(UNAUDITED)
December 31, 2011 | December 31, 2010 | |||||||
Assets | ||||||||
Cash | $ | 144,234 | $ | 127,796 | ||||
Restricted cash – for securitization investors | 675 | 727 | ||||||
Loans held for resale, at lower of cost or fair value | 20,633 | 25,803 | ||||||
Advances | 103,591 | 184,833 | ||||||
Match funded advances | 3,629,911 | 1,924,052 | ||||||
Loans, net – restricted for securitization investors | 58,560 | 67,340 | ||||||
Mortgage servicing rights, net | 293,152 | 193,985 | ||||||
Receivables, net | 83,202 | 69,518 | ||||||
Deferred tax assets, net | 107,968 | 138,716 | ||||||
Goodwill | 78,432 | 12,810 | ||||||
Premises and equipment, net | 7,350 | 5,475 | ||||||
Investments in unconsolidated entities | 23,507 | 12,072 | ||||||
Other assets | 185,942 | 158,282 | ||||||
Total assets | $ | 4,737,157 | $ | 2,921,409 | ||||
Liabilities and Equity | ||||||||
Liabilities | ||||||||
Match funded liabilities | $ | 2,558,951 | $ | 1,482,529 | ||||
Secured borrowings – owed to securitization investors | 53,323 | 62,705 | ||||||
Lines of credit and other secured borrowings | 540,369 | 246,073 | ||||||
Debt securities | 82,554 | 82,554 | ||||||
Other liabilities | 158,649 | 142,731 | ||||||
Total liabilities | 3,393,846 | 2,016,592 | ||||||
Equity | ||||||||
Ocwen Financial Corporation stockholders’ equity | ||||||||
Common stock, $.01 par value; 200,000,000 shares authorized; 129,899,288 and 100,726,947 shares issued and outstanding at December 31, 2011 and December 31, 2010, respectively | 1,299 | 1,007 | ||||||
Additional paid-in capital | 826,121 | 467,500 | ||||||
Retained earnings | 523,787 | 445,456 | ||||||
Accumulated other comprehensive loss, net of income taxes | (7,896 | ) | (9,392 | ) | ||||
Total Ocwen Financial Corporation stockholders’ equity | 1,343,311 | 904,571 | ||||||
Non-controlling interest in subsidiaries | — | 246 | ||||||
Total equity | 1,343,311 | 904,817 | ||||||
Total liabilities and equity | $ | 4,737,157 | $ | 2,921,409 |
6