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): May 11, 2015
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.) |
1000
Abernathy Road NE, Suite 210
Atlanta,
Georgia 30328
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. |
On
May 11, 2015, Ocwen Financial Corporation (the “Company”) issued a press release announcing that the Company has filed
its Annual Report on Form 10-K for the year ended December 31, 2014 without a qualification as to its ability to operate as a
going concern. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
Company has reported a net loss of $(469.6) million, or $(3.60) per share, for the year ended December 31, 2014, compared
to previously released preliminary financial results for 2014 of a net loss of ($546.0) million, or ($4.18) per share.
The change from the previously released preliminary financial results was due to the reversal of a potential valuation
allowance of approximately $77 million against its remaining deferred tax asset, which, as previously discussed in the
Company’s press release of April 14, 2015, reflected a conservative view of the Company’s results and financial
position based on information available as of that date.
The
information contained under Item 2.02 in this Current Report, including Exhibit 99.1, is being furnished and, as a result, such
information shall not be deemed “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 a filing.
Item
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. |
On
May 11, 2015, the Board of Directors (the “Board”) of the Company appointed Alan J. Bowers to the Board to serve until
the Company’s next annual meeting of shareholders and until his successor is duly elected and qualified. Also on May 11,
2015, the Board fixed the number of directors comprising the Board at eight. The Board’s Nomination/Governance Committee
and the Board have determined that Mr. Bowers is an independent director under the listing standards of the New York Stock Exchange.
Alan
J. Bowers, 60, has since December 2010 served as a director of Walker & Dunlop, Inc., a publicly traded commercial real estate
finance company, as Lead Director and on the Audit Committee, and Nominating and Corporate Governance Committee (Chairman). Mr.
Bowers also serves on the Board and as Audit Committee Chairman of La Quinta Inns & Suites, a publicly traded hotel chain
and American Achievement Corp., a privately held manufacturer and distributer of graduation products. Mr. Bowers is also a board
member of Quadel Consulting Corp., a privately held government contract manager and consulting firm.
Prior
to Mr. Bowers’ retirement in 2005, Mr. Bowers was the President and Chief Executive Officer and a board member of Cape Success,
LLC, a private equity-backed staffing service and information technology solutions business, from 2001-2004. Previously, Mr. Bowers
was the President and Chief Executive Officer and a board member of MarketSource Corporation, a marketing and sales support service
firm, and of MBL Life Assurance Corporation, a life insurance company. Mr. Bowers also served on the boards and as Audit Committee
Chairman of Refrigerated Holdings, Inc., a temperature controlled logistics firm, Roadlink Inc., a trucking and logistics company,
and Fastfrate Holdings, Inc., a Canadian trucking and logistics company. Mr. Bowers has been a certified public accountant since
1978 and served as Staff Auditor, Audit Partner and Managing Partner, serving a diverse client base during his tenure at Coopers
& Lybrand, L.L.P., and as a Staff Accountant with Laventhol & Horwath, CPAs.
Mr.
Bowers received his Bachelor of Science in Accounting from Montclair State University and his Master’s in Business Administration
from St. John’s University.
Mr.
Bowers will receive compensation for his services as a director in accordance with the Company’s standard compensation program
for non-management directors, which provides for an annual retainer of $60,000 paid in cash and an annual award of restricted
shares of common stock valued at $80,000.
Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
Exhibit
Number |
|
Description |
|
|
|
99.1 |
|
Press release
of Ocwen Financial Corporation dated May 11, 2015. |
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: May
12, 2015 |
By: |
/s/
Michael R. Bourque, Jr. |
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Michael R.
Bourque, Jr. |
|
|
Chief Financial
Officer |
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|
(On
behalf of the Registrant and as its principal financial officer) |
Exhibit 99.1
|
Ocwen Financial Corporation® |
FOR IMMEDIATE RELEASE
OCWEN FINANCIAL FILES 2014 FORM 10-K WITHOUT A QUALIFICATION ABOUT ITS ABILITY TO OPERATE AS A GOING CONCERN
Atlanta, GA - (May 11, 2015) Ocwen Financial Corporation, (NYSE:OCN) ("Ocwen" or the "Company"), a leading financial services holding company, today announced that it has filed its 2014 Form 10-K with the SEC.
“We believe the filing of our 2014 Form 10-K, without a qualification as to our ability to operate as
a going concern, is additional evidence that our strategy to strengthen our compliance management system, strengthen the service
we provide to our customers and improve our financial stability is working and that confidence in the Company is being restored,”
stated Ron Faris, President and Chief Executive Officer of Ocwen. “We can now focus more of our resources and energies
on building our origination capabilities and executing on our 2015 strategic initiatives which include:
| • | Improving the Company’s risk management, compliance and corporate governance programs;
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| | |
| • | Improving capital efficiency and utilization; |
| | |
| • | Achieving our internal earnings per share targets; |
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| • | Improving customer satisfaction and reducing defect rates; |
| | |
| • | Improving delinquency rates and increasing non-foreclosure resolutions; |
| | |
| • | Improving diversity and inclusion programs; |
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| • | Improving franchise value and brand enhancement; and |
| | |
| • | Completing key technological initiatives.” |
| | |
The Company expects to file its first quarter Form 10-Q on or before May 18, 2015.
About
Ocwen Financial Corporation
Ocwen
Financial Corporation is a financial services holding company which, through its subsidiaries, is engaged in the servicing and
origination of mortgage loans. Ocwen is headquartered in Atlanta, Georgia, with offices throughout the United States and support
operations in India and the Philippines. Utilizing proprietary technology, global infrastructure and superior training and processes,
Ocwen provides solutions that help homeowners and make our clients’ loans worth more. Ocwen may post information that is
important to investors on its website (www.Ocwen.com).
Ocwen Financial Corporation
2014 Results
May 11, 2015
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. Forward-looking statements by their
nature address matters that are, to different degrees, uncertain. Forward-looking statements 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: adverse effects on our business as a result of recent regulatory settlements;
reactions to the announcement of such settlements by key counterparties; increased regulatory scrutiny and media attention, due
to rumors or otherwise; uncertainty related to claims, litigation and investigations brought by government agencies and private
parties regarding our servicing, foreclosure, modification and other practices; 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 execute on our strategy to reduce the size of our Agency servicing portfolio; the adequacy of our financial resources,
including our sources of liquidity and ability to fund and recover advances, repay borrowings and comply with debt covenants; our
servicer and credit ratings as well as other actions from various rating agencies, including the impact of recent downgrades of
our servicer and credit ratings; volatility in our stock price; the characteristics of our servicing portfolio, including prepayment
speeds along with delinquency and advance rates; our ability to contain and reduce our operating costs; our ability to successfully
modify delinquent loans, manage foreclosures and sell foreclosed properties; uncertainty related to legislation, regulations, regulatory
agency actions, government programs and policies, industry initiatives and evolving best servicing practices; as well as other
risks detailed in Ocwen's reports and filings with the Securities and Exchange Commission (SEC), including its annual report on
Form 10-K for the year ended December 31, 2014 (filed with the SEC on 05/11/15). 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, except for our ongoing
obligations under the U.S. federal securities laws, we undertake no 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: |
Stephen
Swett |
John
Lovallo |
Dan
Rene |
T: (203) 614-0141
|
T: (917) 612-8419 |
T: (202) 973 -1325 |
E: shareholderrelations@ocwen.com
|
E: jlovallo@levick.com |
E:
drene@levick.com |
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