Good day, ladies and gentlemen. And welcome to the Ocwen Financial Second Quarter 2016 Earnings Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session with instructions following at that time. [Operator Instructions] As a reminder, this conference is being recorded. And now I'll turn the conference over to your host, Steve Swett. Please begin.

Good afternoon. And thank you for joining us today for Ocwen’s second quarter 2016 earnings conference call. Before we begin, please note that a slide presentation is available to accompany today’s call. To access the presentation, please go to the Shareholder Relations section on our website at www.ocwen.com and click on the Events and Presentations link. As a reminder, the presentation and our comments today may contain forward-looking statements made pursuant to the Safe Harbor provisions of the federal securities laws. These forward-looking statements may be identified by reference to a future period or by use of forward-looking terminology. Forward-looking statements, by their nature, address matters that are to a different degree uncertain. Our business has been undergoing substantial change, which has magnified such uncertainties. You 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. Our forward-looking statements speak only as of the date they are made and we disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. In addition, the presentation and our comments contain references to non-GAAP financial measures, such as adjusted operating expense, normalized adjusted cash flow from operations, adjusted pretax income and the economic value to Ocwen of our MSRs. We believe these non-GAAP financial measures provide a useful supplement to discussions and analysis of our financial condition. We also believe these non-GAAP financial measures provide an alternate way to view certain aspects of our business that is instructive. Non-GAAP financial 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. For an elaboration of the factors that I just discussed, please refer to our presentation and today’s earnings release as well as the company’s filings with the SEC, including Ocwen’s 2015 Form 10-K, Ocwen's first quarter 2016 Form 10-Q and once filed Ocwen's second quarter 2016 Form 10-Q. Joining me on the call today is Ron Faris, President and Chief Executive Officer; and Michael Bourque, our Chief Financial Officer. Now, I’ll turn the call over to Ron.

Good evening. And thank you for joining us today. Let me get right to it. First off, Ocwen continues to be the best servicer in the industry at helping struggling homeowners and we are the best by a wide margin. Please take a look at page 5 of the presentation. Ocwen responsible for 49% more HAMP modifications than the next higher servicer. And we are responsible for 3x more at principal reduction modification than the next best servicer. In fact, we completed almost as many principal reductions mods as the rest of the industry combined. As we've said in the past, a borrower who has their loan service by Ocwen has a much better chance of avoiding foreclosure than if their loan was serviced by any other company. HAMP is a great program, put in place by the President of the United States back in 2009 to help struggling families. We are proud to be such a significant part of the program and more importantly the overall housing recovery. And we are getting even better. In the second quarter, we helped almost 20,000 struggling families obtain a loan modification and avoid foreclosure. But what is really amazing is that this was a 19% increase in families helped over the first quarter. In the last six months alone, we've helped over 36,000 households. We also continue to hold successful borrower outreach event alongside our nonprofit partners such as NAACP and NID Housing council agency in California. These events take tremendous planning and resources for their well worthy efforts. I suggest you go to Ocwencare.com to find out more. The Ocwen team is and should be proud. The news gets even better. Not only are we helping more families and other servicers, we are continuing to deliver best-in-class results to our RMBS…

Thank you, Ron. In my comments today I'll focus on a few key things from the quarter. Growth, costs and liquidity and let you review the traditional slides on your own. You will note we've included the cost slides introduced last quarter as well as the usual liquidity and MSR evaluation pages we typically provide. From growth perspective, our revenue was $373 million, was an increase of 13% from the prior quarter and was the first sequential increase in quarterly revenue for Ocwen since the first quarter of 2015. Further, revenue increased across all of our major segments with servicing revenue up 6%, lending revenue up 52% and revenue from our initiatives increasing by $12 million. For a company that has been facing pressures from declining revenues for the last 18 months, this is a positive development. In our servicing business, we are able to perform almost 11,000 HAMP modifications of which over 4,100 was part of the new streamline program. This is a US treasury program consistent with prior programs only it contains some simplifications to provide additional support for borrowers in need. The impact of this was to bring in an additional $15 million of revenue for the company while providing meaningful benefit to homeowners in distress. We also expect to see benefits from this program in the second half of the year in particular the third quarter. We currently have over 9,300 additional borrowers in varying stages of modification completion as of July 25th. We also saw significant growth in our mortgage lending businesses. Our lending segment delivered revenues of $35 million, up over 50% from the prior quarter. This was driven by higher volumes in both the forward and reverse businesses and we are pleased with the growth here. We also continue to invest particularly in…

[Operator Instructions] First question is from Bose George of KBW. Your line is open.

It's actually [Jaise Diaz] on for Bose. Can you give us little more color on the increase in adjusted operating expenses quarter-over-quarter given that uncontrollable cost were down by $28 million? And where you stand versus your cost initiatives at this point?

Sure. So we layout Jaise in the lot of detail kind of the explanation on costs consistent with last quarter. I think the goals remain the same. I think we had progress, a lot of progress in the first quarter. This quarter we had combination of some of the fair value mark. We also entered into kind of HUD note sale that added some additional servicer office and had some offset and amortization that kind of muddy the story a little bit. I think as we talked about the increase in legal spending were certainly significant as the company prepare to potentially go to trial on those Fischer cases. So I think that's a lot of the story. We remain committed to continuing to address the cost structure. We talked about some of the actions we announced at the end of June relative to the US workforce. And we continue to look for further opportunities there.

Yes. On that headcount reductions that you mentioned. Is there a way for us to think about the dollar amount that might come out in 3Q and beyond given some [2000] employees are leaving in June in 3Q?

Yes. I don't think -- I mean we are -- we don't -- we are not disclosing that plus you have to keep in mind as Michael said, in some areas like our new initiatives in lending we are also adding but so we don't have a projection on where compensation costs are going. But in our servicing business in particular we continue to take steps to reduce staff as the portfolio continue to run down as we continue to automate certain functions and find other areas for efficiency. But we don't have a projection for you.

Okay. And then you mentioned the potential for a settlement also in California. Of the $28 million in monitor costs this quarter, is there a way to think about what's due to California and what's due in New York?

So we are not going to break that out, although keep in mind there are three monitors. The national monitor, there is New York and there is California. As you noted, the amount was still significant in the quarter but it was down a little bit from the first quarter so it is trending in a better direction but at this point we are not breaking those numbers out.

Okay. Then just last one. I think you guys said the contribution for the overall new initiatives. But do you have the contribution for just the automotive initiative in the quarter revenue?

So from a revenue standpoint I mean it's not a big driver in a company kind of loss a $1 million maybe a little bit more in the quarter. So it's not a significant top line contributor at this point.

I mean again to remind you, the way the business work it's -- there is interest income from the loans that is putting out, I think in the past we talked about how the interest rate on those loan is 0.9 plus percent. There is also significant sort of fees that the dealers pay as cars come in and off the credit line. So as time goes on more and more fee revenue will be generated as well. But as Michael said the numbers are still relatively small on the top line side. The business doesn't have a lot of employees but it is running right now at a small loss.

Thank you. Our next question is from Kevin Barker of Piper Jaffray. Your line is open.

Thank you. And this quarter you pointed out $15 million of additional fee revenue from the streamline of HAMP. Would you expect a similar result in the third quarter and fourth quarter?

So as Michael said we expect the third quarter to be strong as well. And then it will start to probably trail off after that, not completely gone but it will start to trail off so we think that the third quarter will be strong. We are not going to say exactly what that means relative to the second quarter but the third quarter is where we'll see the strongest result in the rest of the year.

So that's a function of reaching out to someone immediately being able to take advantage of the program but you can't keep doing it? Is that right but HAMP [Multiple Speakers]

Yes. I mean there are opportunities -- there are opportunities to re-solicit borrowers and continue but a lot of the impact comes from the rollout of this new program by the treasury department. The initial solicitation to the eligible customers and now in this quarter we are starting to see or in the second quarter we started to see customers finally achieving the three payments, actually completing the full modification process which is really what triggers them starting to move into for us for revenue generating capacity. And so there are still a lot in the pipeline as Michael said. But as the year goes on that will start to wind down.

Was there any additional expense with the administering that program or was it clearly fees?

No. So in the first -- I mean the number that we reported is the top line. In the first half of the year there were -- I mean relatively speaking significant mailing related cost for example and other things that you had to do get the solicitation out. That's probably in the $3 million or so range. Maybe a little bit higher, so that was a partial offset to the revenue that came in the first half of the year. But most of those expenses are largely behind us to the extent that we do re-solicitation, there will be some additional costs but the big spent has already occurred in the first half of the year.

Okay. And then relations to the California monitor, you mentioned that you are in talks and I quite get everything you mentioned there but could you just give us a little further detail and at what point you feel you are at with California regards to this talks? Means like you put up a regulatory settlement and you obviously cannot say whether it's actually California or not but could you just give us an idea like how far along you feel you are within this --

Well, Kevin, to be clear I think we are saying that the $15 million reserve that we put up in the second quarter is related to discussion that we are having with the California Department of Business Oversight. At this point though there is no way for us to project if in fact the settlement will occur and what that settlement will look like exactly. But there are discussions going on and discussion to the point where under GAAP it make sense for us to record $15 million reserve. And we really not going into more detail on that at this point in time.

Okay. And I assume is that your only reserve related to that specific issues, is that right?

Yes.

Okay. And then within the Fischer settlement for your $30 million, you got $23 million defending the case in the first half of the year. Would you expect that in higher $23 million to go away in the next quarter or are there other cases where you have legal spend as well?

Yes. So I think Kevin the $23 million -- there was $13 million I think in the first quarter, $10 million in the second quarter. The settlement actually isn't official yet so there will be some additional spend in the third quarter. We don't expect it to be of the same magnitude. I'd say the docket of ongoing legal matters is been relatively consistent this year so we would expect to see some decline in that legal spending accordingly. However, things can change and let's see what happens but that's our expectations today.

Yes. But that was our more significant case, were our more significant legal spent was and as Michael said and as we said in the prepared remarks, that spent is largely behind us now. There is some additional legal works that will need to be done so just bring it to final closure and we hope that occur. And so there will be some modest spend on that particular those cases in the third quarter. But nothing like what we saw in first half of the year or in the latter part of the last year.

Okay. And then on the other expense line, I mean other revenue line went up $20 million this quarter in various segments including servicing, lending and corporate. I believe you said $12 million of NRZ interest expense; could you just talk about the moving parts that are happening there? And your expectations going forward on the other income line?

Yes. So we actually got page probably in the back on kind of other income and expense just focusing kind of sees the different drivers of that category. Just I guess simply, I guess simply as it can be I mean the way the NRZ interest expense works generally is, to the extent there is a change in the fair value of the liability. In this case it came down in the quarter. Your payment is basically a function of UPB time servicing fee. So to the extent you have a fair value decrease that actually would show up as kind of amortization of the liability. And then the offset as basically a plug in its interest expense. We saw decline in the fair value of that liability in the quarter which means you had higher kind of amortization of that liability and less interest expense kind of period to period. And that represents some other smaller pieces around kind of a changing advance balance and other things but the biggest driver of that is, is associated with the fair value of the liability change.

Yes. And page 37 is where some additional detail is that on that line item.

Okay. And then one last question. Your tangible net worth to total capitalized servicing portfolio by estimate is roughly 28 basis points and FHA requires a minimum 25 basis points. Do you have any plans to address that via servicing sales or some other maneuvers within the balance sheet in order to maintain at 25 basis points required?

Yes. So, Kevin, I think the calculation is actually done at the license kind of OOS entity and I think you are kind of running the calc on the consolidated OFC basis and so we are not getting to a lot of detail. You have a much higher equity value and tangible net worth in Ocwen loan servicing and then if you think about kind of the unconsolidated OFC entity, that would be the entity where you had a lot of the buybacks that have taken place historically. And so there are some larger value than OOS, a potentially offsetting value in OS in unconsolidated OFC that would get you to kind of the $650 million of consolidated equity and I think you probably run in the calc off up, so we don't feel that we are in any jeopardy relative to any of the tangible net worth requirement from any of the federal or state regulators or any of our lenders either.

What's that number today at the segment level, at the subsidiary level?

It's nothing. We've communicated but it's I mean its north of $1 billion.

Our next question is from Fred Small of Compass Point. Your line is open.

Hi. How are you? Thanks for taking my question. Following up on the other revenue line the change in fair value of the liability that related to the right MSRs that NRZ now own?

That's correct.

And so if they mark down their right MSRs or MSR then that drives to revenue increase on that one for you?

It's related to the interest expense and we determine the change in a liability independent of the counter party using kind of third party evaluation analysis that's provided that we run on those MSRs. That's what drive the change in total other income and expense.

Okay. So a change in the liability for you isn't necessarily related to how they mark the mark the right to the MSR?

Yes. I can't speak to their process but we had a third party evaluation updated every quarter that assess the fair value of our liability. In the past when it was different party that activity was more closely coordinated with two separate public companies and whichever on processes.

Okay. Got it. And just to make -- see if I am looking at part of this right, on slide 38 the $8.4 million that's what you are saying shows up as lower interest expense?

That's correct.

Okay, got it. And where does it breakout the specific impact to revenue from that?

That doesn't impact revenue right. Maybe I am little confused.

There is no impact to other revenue on the -- on what you were saying before?

No. It's rather -- it shows up in the total other income and expense net line. There is [Multiple Speakers]

Okay. I got it. So I mean just on the other revenue piece, what drove -- is that sort of at sustainable run rate at $38 million or what, whether a different components that drove that broken out somewhere?

Yes. So some of that other revenue is being driven by some new initiatives which there will be a little bit of disclosure about in the 10-Q that comes out. So maybe we expect to follow that so it will be available tomorrow morning. Maybe after you have a chance to look at that we can discuss that further.

The other thing I would say though independence of that Fred is you did see a pick up in the lending segment and some of the other revenue categories. I think if that business saw higher fee income and also had some favorable mark-to-market activity given some of the things happening particularly in the reverse market. And so some of that is kind of through run rate improvement.

It's mark-to-market but sorry so of the $38 million how much do you think is sort of mark-to-market or related to reverse or we shouldn't think about is as sort of growth of new initiative?

Yes. So the growth in new initiatives that Ron talking about is $12 million.

Okay, got it. And how much was then in the first quarter you think?

It was zero.

Okay, got it. And then somewhere in the presentation there was note about the UPB the $3.3 billion of UPB non and re-performing that you sold, should we expect to see more of that?

Not necessarily. That related to a transaction where one of the GSCs wanted to re-securitize that have been modified. I think the way it works is they have to pull out of securities and put them under balance sheet. So they were looking to re-securitized those. And as part of that they were looking to consolidate servicing into a smaller group of servicers until we agree to sell them more re-servicing right effectively to the GSC to help them facilitate that transaction. So while we have the potential ability to sell additional servicing right, we are not saying now that we are going to or not going to and that particular transaction was somewhat of special circumstance where we wanted to work with our business partner to assist them in something they were trying to accomplish. And it worked out well for us, we got good value, we were able to use this proceeds to pay down the term loan. So it kind of makes sense all the way around.

Okay, great. And you said that was all-- both is us saying, you said that was all GSC related right?

Yes.

That was all. Okay, got it. And then last one on the different MSR assumptions, if I look at like at 29, if I just think about maybe the first three steps that are like there will be difference between book value, fair value and international assumptions or fair value and internal assumptions. What sort of profitability is do you assume there on the servicing or is there way to think about the incremental improvement that drives that value because I guess my overall question is sort of how you think about value in the MSR relative to -- or do you relative to Ocwen's ongoing profitability as a servicer?

Yes. So I guess one thing and this has come up in the past, Fred. I mean we follow the traditional valuation, the MSR valuation models and the standard that's kind of use by the industry relative to looking at the economics here. And so it includes things like advance financing cost, it include your variable servicing cost, it include some of the I'd say maybe a small fraction of some of the risk and compliance costs for the industry. And isn't meant -- necessarily meant to reflect kind of Ocwen's overall risk compliance regulatory infrastructure and some of the changes and build out we made over recent year. So it's really more just kind of direct asset evaluation view with some of that initial cost as the industry looks at it. So I don't know that necessarily helps but that's really what kind of it needs numbers and so if I guess I don't how I can give you better clarity or --

Okay. I mean I guess at the end of day the value there is going to depend on how much money Ocwen can make servicing at. Is that the right way to think about it or --

So what would I say is this is the big -- this is kind of your direct cost revenue less direct expenses kind of as the industry thinks about it? And the big adjustment from fair value to internal assumptions is going to be based on our cost structure and our utilization of offshore resources and being able to service loans more cost effectively than some of our competitors. And so that's -- that persist, that's real even though some of the -- given those costs are drifted up over time as they have for the rest of the industry. That going to be the starting point for kind of the analysis and then you have to make an assessment of some of our kind of corporate overhead and how you think that can change over time. So ultimately it's adds up to our profitability.

Thank you. The next question is from [Ena Lee] of Nomura. Your line is open.

Hey, it is actually Indraneel Chatterjee speaking for Ena Lee. She is unable to take this call. I'd like to focus on slide 9 please. The deferred servicing fees, are they captured in the NRZ sub servicing contract?

No. That is not captured on this slide. The deferred servicing fees that we are referencing here relate to the non agency portfolio that we own outright that's not part of the NRZ portfolio.

So as we look at this balance sheet, there are substantial pocket of value that are not recognized in your GAAP financial. Why wouldn't you make a reference to that asset on the slide?

Well, to some degree Indra, I mean I guess you do have the NRZ sub servicing contract and the value that we are picking up there, reflects some of that so that might be -- that's probably part of it. I recognized where you are going and there is much more large deferred servicing asset on that particular portfolio. And much of that over time is going to accrue to the sub service or in this case us. But I think where we try to reflect that is primarily by providing this NRZ fair value estimate on this page.

The way to think about it, Indra, as we've taken kind of the base value using as fair value would be calculated from a third party evaluation firm for those -- for that sub servicing value and you can see the expansion of that $277 million on page 29 where you reflect kind of those core -- that core sub servicing in the Ocwen cost structure updating some assumptions around deferred servicing fees and discount rate. And you can see that the value of that sub servicing could be well beyond that $277 million. But we thought just to give people general sense of the concept, it was probably appropriate us to use kind of a fair value concept consistent with how we are showing the MSR valuation difference on our own agency assets.

Yes. But if I look at page 37 of your 10-Q for first quarter, you guys pooled in $160 million bucks in the NRZ deals and you set back about $77 million to NRZ. So that's $84 million a quarter I presume your servicing piece associated with that, that even if the life of that book is four or five years that itself is worth more than $300 million -$400 million buck so I guess this slide underestimates the value of deferred servicing fees because you wouldn't be recognizing deferred servicing fees on that page. Would you like -- you don't recognize on this fees on your income statement till they are actually collected or is that actually a non cash item?

No. We only recognize when they are collected.

So that clear indicating that this page understates the value of your balance sheet provide $3 million to $4 million bucks and then if you look at the master sale supplement for the HLSS deals, I can figure out the waterfall of how that money goes from you to NRZ and what is retained by you guys right?

Yes. I mean the right mechanism would be through waterfall, that's correct.

Right. Moving on, on the short-term home loan you guys got $26 million bucks of cash from sales that are closed but the cash hadn't accrued so is there anything left I mean I should just add the numbers up but forgive my laziness, are there any asset sales that have closed whose proceeds are yet to accrued to the balance sheet to pay on the short term home loan?

Yes. So we announced last year they all had their own different structures. We have about $56 million or so of receivable left on those asset sales. We've got about $15 million - $16 million reserve again some of that and so we got net kind of receivable of I think $36 million remaining to kind of collect on that. It could be the full amount but we are conservative about the time of the deals, waiting to see how some of the processes around recoveries on advances and the like would go. We expect the majority of that's coming in the second half of this year.

So I would imagine then your term loan would be down about $300 million bucks because you have 3% fees that hit the term loan balance of the March 31, 2017 right?

The fee is correct. Depending on obviously if we recover these proceeds there, we will turn around and paying downs the term loan. So it's going to be depended on those collections. But that's right.

So if did the math right you can have $300 million bucks of bank debt at $350 million or above that $750 million of debt over here and you are talking about $4 a share of additional off balance sheet asset. Assuming all different -- shots in the world as well as all the monitors want to keep going at the apple, why you are not buying back stock right now? I mean I can't imaging spending $500 million bucks in additional fees or fines over the next two three years? I mean your bond is traded down to 65 or 64, we are market makers in these and given the RP capacity you have and the fact that it stocks already trading at 2.10 in the after market, I mean I'd imagine you are being cautious because there are so many uncertainties with that fee in NRZ but you and I both know that NRZ is not going to pull the deal because it is so expensive to services elsewhere so why not buyback stock [in advance] before the bonds pop in your face?

So, Indra, as I said in my prepared remarks, capital liquidity is precious to us right now. We still have some legacy issues that we are working through. You saw for example a settlement on the Fischer cases which we need to preserve for things like that. So I get your point but we are being -- we want to manage this company soundly and capital liquidity is precious and again as we said in the past we don't make forward looking statements as to whether we are or not going to repurchase debt or stock. And we are not making any here but we are saying that preserving capital is a top priority for us.

I think this is an amazing call. And I really, really thank you for giving us the details. I'd hope that you could provide another 8-K in the short -- well not the distant future that would highlight the off balance sheet assets in more details because I think there is a lot of investors won't necessarily familiar with how M&A or servicers work and if in particular the focus on the call right to deferred servicing fees I think the lot of shots will realize that there is this tremendous pocket of value in this balance sheet that could be offsetting any fees that could hit this company in the future. I can't imagine that in a California, NY DFS and National Mortgage monitor will keep on having added for the next two three years continuously but even then that would be really helpful. Thank you for your time.

Thank you. And this ends the Q&A portion. Thank you all for all attending the Ocwen Financial Corporation's second quarter earnings call. This concludes the conference. You may now disconnect. Have a wonderful day.