Ocwen Financial Corporation
Q4 2017 Earnings Call Transcript

Published: 28 Feb 2018

[Operator:]

Good day, ladies and gentlemen, and welcome to the Ocwen Financial Fourth Quarter 2017 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will be given at that time. I would now like to turn the conference over to Steve Swett. Mr. Swett, you may begin.

[Stephen Swett:]

Good morning, and thank you for joining us for Ocwen's fourth quarter and full year 2017 earnings call which will have a special focus on Ocwen Financial Corporation's planned acquisition of PHH. Please note that our Q4 2017 results and typical slide presentation has also been released and are also available on our Shareholder Relations website for your review. Speaking on the call, we have Ocwen's President and CEO, Ron Faris; and EVP and CFO, Michael Bourque. 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 different degrees, 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, adjusted pre-tax income, adjusted pre-tax income before corporate debt expense, normalized adjusted cash flow from operations, illustrative servicing cash flow, available liquidity and adjusted pro forma liquidity among others. 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 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 I just discussed, please refer to our presentation in today's earnings release as well as the company's filings with the SEC, including Ocwen's 2017 Form 10-K when filed as well as our press release and investor presentation for the PHH transaction, which are available on our website. Now, I will turn the call over to Ron.

[Ronald M. Faris:]

Thank you, Steve. Good morning, and thank you all for joining the call today. As you are aware, last night we announced that Ocwen reached an agreement to acquire PHH Corporation for $360 million in cash, representing a 35% discount to PHH's GAAP book value at December 31, 2017. While the deal is subject to various closing conditions, including PHH's shareholder approval and regulatory and other approvals, we're very excited about this transaction and believe it marks an important step forward in the continued evolution of our company and our industry. I'll talk more about PHH in a few minutes. 2017 was another challenging year for Ocwen and for our industry. However, the Ocwen team continued to execute well and we made progress on many fronts. While nobody here is happy about the reported financial results, we did reduce the size of our loss versus last year by $71 million and we have improved our liquidity position. In the fourth quarter, we made a strategic shift back towards our core businesses of servicing and subservicing, portfolio recapture, and reverse mortgage lending, exiting our other forward origination channels and making the decision to exit Automotive Capital Services. We are excited to move forward with a bit narrower focus, building on each of these businesses for future success. Note that after a strategic review, we have decided to remain in the reverse mortgage lending business and are excited about its future coming off a strong year in 2017. We won't spend a lot of time this morning on our financial results, but I did want to hit a few key points and note that we have provided a lot of information in the accompanying investor presentation deck. We reported a net loss of $45 million in the fourth quarter of 2017. These results included $50 million in litigation and regulatory settlement accruals. On an adjusted basis for which the reconciliation is available in our earnings slide deck on our website, we earned pre-tax income of $4 million which included a $29 million benefit in connection with our OneWest CIT Bank claims recovery settlement previously announced. For the full-year of 2017, we recorded a net loss of $128 million, a $71 million improvement versus 2016 despite an increase in legal and regulatory settlement expenses of $24.4 million. Our adjusted operating expenses were down $85.5 million or 8%. I would note, however, that despite these reductions we still had over $175 million in non-technology corporate overhead expenses excluding legal and regulatory settlements. Additionally, we also incurred about $130 million of technology-related spending. Both corporate overhead and technology spend remain important opportunities for further improvement. I'll discuss this more when I talk about PHH. Our Servicing business continued to perform well and posted six consecutive quarter of pre-tax income despite the continued challenges of portfolio runoff. Our reverse mortgage lending business recorded pre-tax income of $24 million in 2017, and we have taken significant steps to improve the disappointing 2017 performance of our Forward Lending business. Next, I would like to highlight certain significant updates since last quarter. First, we continue to make progress resolving the regulatory actions taken in April 2017 having now resolved with 28 states plus the District of Columbia generally on relatively similar terms to each other. We continue to work to settle with the remaining two states and the two states attorneys general. But caution that we may not be able to do so on similar terms or other appropriate terms and resolving the remaining matters may require additional or different terms, some of which may be more challenging and costly. As to the CFPB litigation, we have no material updates at this time and we refer you to our most recent 10-Q and upcoming 10-K filing which we expect to be out later this week. Second, we continue to work diligently to complete the transfer of MSRs to New Residential or NRZ. While obtaining the required consents has been and remains challenging, we have made good progress on this front with the agreements we signed in January 2018 to accelerate the implementation of concepts from the July 2017 agreements. As part of this most recent agreement, the entire portfolio is now governed by the modified economic terms and other contractual changes effective January 1, 2018. Importantly, we received the remaining $280 million in cash in January. We are in a greatly improved cash and liquidity position now and we continue to work closely with NRZ to obtain consents to transfer the remaining MSRs. Until then, we remain the main servicer on certain NRZ acquired portfolios. Assuming the announced PHH acquisition closes, NRZ will become an even more important client and partner of Ocwen, and we are committed to providing them great service at competitive prices. Third, including the cash received from the NRZ transaction in January 2018, we had over $500 million of adjusted pro forma liquidity as of December 31, 2017. As the cash received from NRZ represents a pull forward of fees, which would have otherwise turned (8

[Operator:]

Thank you. Our first question comes from the line of Bose George with KBW. Your line is now open.

[Bose George:]

Hey, guys. Good morning. It sounds like a very good transaction, but had a couple of questions on that. First, can you just talk about the regulatory approval process, who do you need approval from and have these conversations already started?

[Ronald M. Faris:]

So, yes, conversations have begun, but really the formal process cannot begin until after the signing of the transaction. So, now we can begin that (21

[Bose George:]

Okay. Great. Thanks. And then actually in terms of the combined company going forward, is there any plan to add origination capacity, forward origination capacity as well through acquisition or organic?

[Ronald M. Faris:]

So, we actually noted as well in the slide deck that as far as adding additional retail lending type capabilities, that's something we do intend to explore once the companies come together. Right now, both companies are basically only performing recapture portfolio retention on their existing servicing portfolios. But looking at the ability to expand particularly retail lending beyond that is something that I think we'll explore thoroughly and I would hope that there would be opportunities with that going forward.

[Bose George:]

Okay. Thanks. And then actually in terms of accretion to book value from this deal, should we just look at the PHH book value less the purchase price of about $200 million discount to book or are there other costs that we should sort of build into that calculation?

[Ronald M. Faris:]

Well, keep in mind that PHH has been losing money and with their restructuring they're going through, it's expected that that could continue. So, we would expect that by the time the deal closes, the premium to book value will not be as large as it is today – or the discount, sorry, will not be as large as it is today. So, there's a number of factors that will come into play. It's difficult to say exactly what exactly it will do until we know more precisely when the closing will be and how performance is up through that date.

[Bose George:]

Okay. Thanks. Makes sense. Actually, just one more from me, the timeline to the MSP transition, does that happen at the close or does that take a little while after that? And also just on the origination side, is there a plan to – because I think PHH is on – encompasses their plan to switch that as well?

[Ronald M. Faris:]

So, yes, there is certain integration planning that we can do at this stage. But current thinking is none of the transfer of loans from our platform onto the PHH MSP platform, none of that would occur until after closing and probably for a period of time after closing. But we do believe that this significantly accelerates our ability to move to a new platform and, as I mentioned in the prepared remarks, really reduces the risk associated with trying to do it on a de novo basis. We will be looking at the technology that we use from an origination perspective compared to what PHH is using in migrating to and we would hope to kind of select the best product and, over time, combine those operations as well.

[Bose George:]

Okay. Great. Thanks, guys.

[Operator:]

Thank you. Our next question comes from Henry Coffey with Wedbush. Your line is now open.

[Henry J. Coffey:]

Yes. Good morning, everyone and congratulations. Big merger, big opportunity, you both have NRZ as a very large client. Could you give us a sense of what some of the other larger concentrations might be?

[Ronald M. Faris:]

So, Henry, first of all, good to talk to you again. You're absolutely right that NRZ is a significant client for both Ocwen and PHH and will become an even bigger client under the combined structure. I would say there really isn't necessarily, on a combined basis, any other single customer that is of significant concentration risk. So, I think the focus is really, while we want to work closely with our existing customers as well as PHH's existing subservicing customers to ensure a smooth transition for all. I think that from a concentration perspective, NRZ is really the primary focus.

[Henry J. Coffey:]

The process of putting PHH into PHH 2.0 is probably going to take another year or 1.5 years. When you look at what you two can accomplish together, what is the path to profitability and how long do you think it takes to get there?

[Ronald M. Faris:]

Yes, I'm not going to forecast kind of numbers or how long. But in my prepared remarks, I talked about the $300 million of corporate and technology cost that we had last year. We expect PHH to have $85 million or so of corporate and technology-related cost. That's a large opportunity for us to find ways for synergies, eliminating duplicate public company costs, duplicate corporate overhead cost. So, a lot of the focus will be on finding best practices and opportunities to reduce the overhead and fixed cost burden that sits in both companies as they sit separately. But as they come together, there should be significant opportunities to reduce those costs. So, that will be a big focus initially. A big focus will be on transitioning our loans off of our platform onto the PHH platform. Once we do that and combine some of our loss mitigation expertise into the existing PHH platform, I think we come out with one of the strongest platforms for servicing both performing, conforming loans as well as FHA, VA, non-conforming, non-performing loans. So, I think you're right, Henry, it will take some time whether on a standalone basis or combined basis, but once we get there, I think we're positioned to be – have the capabilities to be a strong competitor in the industry once we get to that point.

[Henry J. Coffey:]

You've obviously had a lot of experience with servicing transfer and all the regulatory approvals. Are there a lot of obstacles either in the Freddie Mac, Fannie Mae community or Ginnie to getting this deal approved? Or is it more just a question of working through all the complexities and challenges of just getting so many people to sign off?

[Ronald M. Faris:]

Well, as I briefly mentioned while there have been some preliminary discussions, it's really very, very early in that process. As I mentioned in my remarks, I believe that you know this transaction is not only good for Ocwen and PHH, but it's good for the industry and the health of the industry. And I believe that the GSEs and other parties that are going to be – we're going to need approval from will either understand that or will come to understand that. And we're hopeful that we will get support from all parties to move forward. So, it's really – it's difficult to predict exactly how long it will take. But we're confident that we can get to that point and close this transaction in the second half of this year.

[Henry J. Coffey:]

All right. Well, thank you very much and congratulations.

[Ronald M. Faris:]

Thank you, Henry.

[Operator:]

Thank you. Our next question comes from Kevin Barker with Piper Jaffray. Your line is now open.

[Kevin J. Barker:]

Good morning. I had a question around the minimum net worth requirement at PHH. Can you detail (31

[Ronald M. Faris:]

So, Kevin, I don't have that information at my fingertips. Maybe that's something that we can follow up with. But as part of structuring this transaction, we've worked with our team and the PHH team have worked to ensure that the resulting company will meet all the regulatory capital requirements.

[Kevin J. Barker:]

As part of the transaction, PHH is required to keep a minimum net worth. Do you have a number on what minimum net worth they have to have before the transaction closes or what that could be if there were to be adjustments to the actual price?

[Ronald M. Faris:]

I do not. In the prepared remarks, we talked about the fact that we would expect about $260 million of the purchase price to be effectively funded through available cash at PHH. But other than that, I don't have any other information at this time.

[Kevin J. Barker:]

Okay. And then in regards to the cash contribution and financial change in that, I believe it's $74 million that you're contributing. If they close the NRZ transaction, does that essentially remove your cash contribution because they would have a cash infusion?

[Ronald M. Faris:]

So, as I indicated in the prepared remarks, if the NRZ transaction, that is not yet closed, the remaining part that hasn't closed that PHH were to close, our estimate is that would generate approximately $70 million of additional cash. So, it would substantially reduce the $74 million contribution on a combined basis if that were to occur first.

[Kevin J. Barker:]

Okay. And then the closing dates for the transactions in the merger docs appear to indicate the end of September or the end of December. Could you give your expectation on when the closing date will be and what could push it from September into December?

[Ronald M. Faris:]

So, yes, I think that getting the various approvals is the primary – the long pole in the tent if you want to call it that way. As we said, we believe the transaction will close in the second half of the year. It could close potentially early in the summer or it could go into the fourth quarter, but that will all depend on the approval process primarily. And as I mentioned, we're only going to begin that process now.

[Kevin J. Barker:]

Okay. And then I'm assuming that PHH is suspended from any capital allocations they can do whether it be buybacks or repayment of debt or any changes, is that correct?

[Ronald M. Faris:]

There's going to be standard restrictions on their ability to kind of – on how they operate going forward. That might be a better question for you to ask PHH directly. But there will be standard kind of deal restrictions from this point forward for them.

[Kevin J. Barker:]

Okay. And then in previous quarters, you talked about potentially selling the Reverse business or spinning it off. Is that still the case? And if so, could you estimate the current tangible book value of the Reverse business?

[Ronald M. Faris:]

So, first off, in my prepared remarks I mentioned that after analyzing the reverse mortgage business, which generated for us $24 million in pre-tax profit last year, we've decided to continue operating the Reverse Lending business as a key strategic part of our go-forward strategy. And I don't have the capital allocation to that business on my fingertips. That's something maybe we can follow up with you on. It's not a significant amount of capital deployed into that business, but as I mentioned that business performed very well for us last year and we're excited about the opportunities going forward. It is a challenging environment for reverse mortgages, some of the HUD rule changes that went in effect last year are expected to reduce volumes in 2018. But we still believe that we have one of the premier platforms and are excited about that business going forward.

[Kevin J. Barker:]

Okay. And then on a pro forma basis, do you have an estimate for the total amount of net operating losses between these two businesses when they are combined?

[Ronald M. Faris:]

We're not giving forecast like that.

[Kevin J. Barker:]

Okay. All right. I'll get back in queue. Thank you.

[Ronald M. Faris:]

Okay. Thanks, Kevin.

[Operator:]

Thank you. Next we have a follow-up from the line of Bose George with KBW. Your line is now open.

[Ronald M. Faris:]

Bose?

[Bose George:]

Hi, guys. Sorry, I had my mute on. In terms of the relationship with Altisource, does anything change as a result of this transaction?

[Ronald M. Faris:]

So, we have existing contracts in place with Altisource and we will, of course, comply with those on a go-forward basis as we have in the past when we've done other acquisitions. We've been working closely with Altisource following the announcement that we're going to move to the Black Knight MSP system and they will continue to work closely with us on that transition. So, I think the way to think about it is we intend to and we'll continue to comply with all of our existing contractual relationships that we have with Altisource and we look forward to having them as an ongoing partner.

[Bose George:]

Okay. Great. Thanks. And then just a couple on earnings as well, actually, just a comment that you made about the $30 million increase in the book value in January. So, that's on the overall portfolio now, right, as opposed to the piece that was fair valued. Now that everything's fair valued, the $30 million is basically what the value has increased on the overall MSR in January. Is that correct?

[Michael R. Bourque, Jr.:]

No, Bose. That's just the incremental for those MSRs, for which we've made the election in January.

[Bose George:]

Okay. And how about for the other piece, is that – do you have an estimate for what happened there?

[Michael R. Bourque, Jr.:]

Well, we don't provide that. But just keep in mind when you tend to have a big increase in fair value, you tend to have a big increase in the fair value of the liability because the majority of the remaining MSRs are part of the NRZ structure. And so, there'll be a large offset to that if rates are going up, it'd still be a little bit of a – there still would be a positive impact just because we still have some PLS, MSRs that aren't part of the NRZ transaction, but we're not providing that number.

[Ronald M. Faris:]

And the impact on the PLS portfolio that was already at fair value, interest rate changes don't cause as dramatic of an impact to the fair value of those. So, since most of what we took the election on here it was our – was the – our portfolio of GSE and Ginnie Mae, it tends to be the more volatile portfolio and now it will be on a mark-to-market basis.

[Bose George:]

Okay great, thanks. And then in terms of the couple of earnings line items this quarter were a little noisy. The interest expense line item, can you just talk about what's flowing through that?

[Ronald M. Faris:]

Yes. So, first I think keep in mind that we did close a portion of the NRZ transaction I think back in September and so some of that creates some movement around on the income statement because of the closing and the change in economics of that transaction. But I'll see if Michael has anything to add there.

[Michael R. Bourque, Jr.:]

So, Bose, we've got the reconciliation for you in the back of the slide deck. What ended up happening is you had kind of a big change in interest expense as well as a big change in the MSR values just given changes versus kind of the prior quarter. So, I think on the energy interest expense, for instance on 39 of the slide deck, you can see kind of change about $100 million – over $100 million quarter-to-quarter. The vast majority of that is offset in the MSR fair value line. That's part of the servicing and origination expenses. So it's really just a big geography change from where it was the prior quarter. So, spend a few minutes and just you can kind of net some of those out and we've got some of that laid out for you in the back of the deck as well as kind of the net impact for you in the quarter. There was maybe a net $5.9 million of fair value related changes. So, a lot of noise in the geographies but that would be the impact and you can see that on our traditional slide 40 that has the MSR fair value analysis.

[Bose George:]

Okay. Great. Thanks.

[Operator:]

Thank you. Next we have a follow-up question from the line of Kevin Barker with Piper Jaffray. Your line is open.

[Kevin J. Barker:]

Thanks. The detail on the fair value gains, right, you're at about $5.9 million on a net basis. But you also had $63 million mark-to-market gain from the NRZ transaction. Is that correct?

[Michael R. Bourque, Jr.:]

So, Kevin the way the NRZ transaction gain worked is we had – you'll recall in the third quarter we had about $38 million gain. There was kind of a true-up or a mark on the initial transfer in the fourth quarter. So, you see on slide 7, the number now is up to $45 million. So, maybe a $7 million incremental benefit. The remainder of the NRZ transaction gain that's laid out on the right side of slide 7, that'll actually be – that $18 million will be reflected in the first quarter of 2018 assuming assumptions, et cetera, holds through the rest of the quarter. And so, the majority of the impact is broken up between the third quarter that we've already recorded. And will be in the first quarter of 2018. So, only a small impact in Q4.

[Kevin J. Barker:]

Okay. And then also in your servicing expenses there was – you called out about a $38 million drop quarter-over-quarter. I believe that's back in slide 33 or slide 38. What was the primary driving factor for the drop in servicing expenses in the servicing and origination lending?

[Michael R. Bourque, Jr.:]

Let me just get there, Kevin.

[Kevin J. Barker:]

Sorry, it's slide 34.

[Michael R. Bourque, Jr.:]

Yes. So, if you look at – it's there and you can also see it on slide 36. There's going to be two elements to that. The biggest – so you do have some fair value change rippling through that, that would largely be offset again in interest expense. But the recovery I believe of the OneWest CIT Bank matter is recorded in the service or expense area. So, that was a $29 million credit.

[Kevin J. Barker:]

Okay. Is there any other larger one-times besides the fair value gains, the NRZ transaction (44

[Ronald M. Faris:]

Well, we mentioned the $50 million of legal settlements and regulatory accruals. So, we mentioned that that was an expense in the quarter.

[Kevin J. Barker:]

Okay. All right. Thank you for taking my questions.

[Ronald M. Faris:]

Thanks, Kevin.

[Operator:]

Thank you. Our next question comes from John Devaney with United Capital Markets. Your line is open.

[D. John Devaney:]

Hey there, Ron. Congratulations on this transaction. I think this is an excellent investment for Ocwen.

[Ronald M. Faris:]

Thanks, John.

[D. John Devaney:]

My question has to do with – I'm looking backwards in time and I've been an investor now for close to three years coming up in this March. I'm currently a 9%-plus holder of equity in the company and I'm looking backwards and I'm trying to think about what Ocwen's real core competency is, what is your expertise and what drew me in to invest my money in your company. I mean, it hasn't necessarily worked out well. There's been losses I've taken in opportunity cost. But I look backwards and the thing that I know for sure and I continue to know to this day is by far in servicing subprime borrowers for the investor and whether that's RMBS investors or NRZ as a big investor, by far, Ocwen blows away every servicer in the world. In fact, Ocwen blows away Bank of America, Wells Fargo, JPMorgan, Citibank, every big bank out there in 2012, 2013 and 2014 before Ocwen started a program of doing deeper (46

[Ronald M. Faris:]

So, John, first I appreciate the comments on the quality of our servicing and the performance in keeping homeowners in their home and improving value for RMBS investors as well as MSR investors. We do still have work to be done. We think this PHH transaction will help get us there faster and the right way. We still need to move off of our existing servicing platform onto a more traditional industry-leading platform. I think by doing that, not only will that be helpful from some of the requirements from a regulatory perspective, but I think it will be easier than when we have conversations with a large bank or other large industry participants who may be interested in utilizing our services because they will be very familiar or maybe even using themselves the Black Knight platform. And as I mentioned and I think we're in total alignment there that much of the ability to service delinquent or troubled loans or FHA loans that have higher delinquency profile has really started to go away again and we're going back to that place where we were before where there's nobody out there who can handle those kind of loans if in fact we see an uptick in delinquency levels. So, I think we're positioning ourselves very well with a bigger portfolio, a portfolio on a traditional industry-leading platform. We're going to be combining our expertise in our ability to do loss mitigation with that platform. And when we get to – when we complete that integration, complete the transfer, we should be maybe the best positioned servicer out there to not only acquire MSRs if they're available but to partner with the likes of NRZ on opportunities, as well as just to act as a fee-based subservicer for large industry participants. So, that's where we're striving to get to. I apologize, John, I know it's taking a lot longer than you had hoped for, that any of us could have anticipated, but this transaction I think helps put us back on a path to get there and to really be better and stronger once we do get there.

[D. John Devaney:]

Another question real quick, could you discuss a little bit the cost to service a non-performing loan once it goes like 60-plus day delinquency and then compare your opinion of what that cost is forces some of the larger banks like Wells Fargo or Citibank or BofA. Do you think that you have an edge because of your expertise in subservicing and could say for example a Citibank or Wells Fargo, right, pay Ocwen to service FHA loans which you're saying could be more delinquent or just a cross-section of loans that become delinquent? Is your cost plus a fair profit that a very large bank could pay you, do you believe that those two items, the sum of those two items are less than if say a Citi or Wells tried to service these delinquent borrowers themselves?

[Ronald M. Faris:]

Yes. So, John, I can't – I'm not going to be able to get into the exact economics of it, but I do believe as I think you do that Ocwen does have a cost advantage in servicing delinquent loans over most every other participant in the market, particularly the big banks. We've focused on the technology aspect to produce 45,000 loan modifications this past year and really many, many multiples of that over the last five or six years. Most servicers, even though they have standard servicing platforms, are not equipped from a technology standpoint to efficiently and effectively and even compliantly do that kind of work in my view. And so, I do believe that we have a cost advantage, a quality advantage, the performance of those modifications perform better than we see from others in the industry. As you mentioned, RMBS portfolios were Ocwen is the servicer have performed very well. I know – just in the past week met with our Community Advisory Council, which is made up of leading non-profit groups from around the country and they continue to reiterate to me how pleased they are with Ocwen's ability to help struggling homeowners remain in their homes, get back paying, produce cash flow for the loan investor as well as keeping the families in their homes. And in fact, they asked me questions like, well, Ocwen keeps getting smaller and smaller and smaller, who's going to help all the struggling homeowners out there if you're not getting anything new to service. So, I'm hopeful that with this acquisition and over time with more new business, if that time comes that we can presume our ability to help even more families and improve performance for investors. I think FHA in particular is a big question mark out there in the industry. We've seen a lot of the bigger players shy away from that product. It does have its challenges, but we have spent a lot of time over the last few years honing our skills there and that's something that we'll be exploring as well to see if that's an opportunity for us going forward particularly because many of the larger players have shied away from that.

[D. John Devaney:]

And one other question (55

[Ronald M. Faris:]

So, I mean, clearly if we're able to do a better job in loss mitigation and helping homeowners, that should reduce losses for Ginnie Mae and FHA the same way that it does for the private label pools that we service. We've obviously struggled over the last few years with other aspects of our business and I'm hopeful that as I said before, moving to the new platform, combining our loss mitigation expertise with the strength of PHH will result in a servicer that everybody can look to whether it's the GSEs or Ginnie Mae or private investors or large banks and say that's a platform that can handle the full spectrum of loans. They're efficient, they're compliant and I'm hopeful that that's where we're headed. And I think a lot of the pieces can come together with this acquisition.

[D. John Devaney:]

And then with the acquisition, Ron. So, which of these two companies mortgage licenses for all the stakes are going to be used? You don't need both of them. Mortgage servicing...

[Ronald M. Faris:]

You're correct, John, that Ocwen's current structure holds multiple sets of licenses, PHH has its own licenses. We would look to, over time, hopefully have a simpler licensing structure than we have today and as we would have combined on day one. But that is something that we need to continue doing our planning on and work with our regulatory partners on to get to the right place. But I agree I would hope that over time, we can have a more streamlined and hopefully simpler licensing structure than we have today or that we will have as a combined entity.

[D. John Devaney:]

And then, I mean we're looking out a year, maybe a year before be able to acquire MSRs. You need to get this deal done, you need to get integrated. So, another question is can you take on subservicing for others, and would that be allowable? I mean, right now you've got two states to go that have a cease and desist order saying you can't buy MSR and you've got New York that we're now waiting on for a year to give the final answer on whether you can buy MSR? Now, one question is if you can't buy MSR and you have this expertise, could you be hired at this moment right now as a subservicer?

[Ronald M. Faris:]

John, I think that's a difficult question to answer. And as you mentioned, our focus is really going to be on getting regulatory approvals for this transaction, migrating the loans to the new platform. PHH does have a pipeline of potential sub-servicing clients. And I know the PHH management team and the Ocwen team will be looking to see if those opportunities can go forward and hopefully some of them can. But it really will depend on various circumstances. And we're just going to be in constant dialogue with our regulatory partners to make sure they understand everything that we're doing, that they're comfortable with what we're doing, that everything we're doing complies with their specific circumstances related to not only their state laws and regulations, but any of the agreements that we've signed. So, I don't think there's an easy blanket answer, but we would hope that – but in the long term by acquiring PHH and moving to their platform, which should happen sooner than if we do it on our own, that it will allow us to eventually get to the point to resume growth sooner than we would otherwise be able to do on our own. John, thanks for your questions. Okay?

[D. John Devaney:]

Great. Great job. I'm sticking with you guys I believe in you as a manager. I have been trading bonds backed by Ocwen servicing. I started my whole career, Ocwen took over servicing in ILTV second lien bonds which really introduced me to non-agency RMBS and Ocwen servicing team. I've been really been a fan my whole career of the company and I just wish you guys the best. And I really hope that a lot of the regulators can see what I've seen over all of these years. I think you've been somewhat unfairly sort of scapegoated politically on many fronts. But keep up the good work.

[Ronald M. Faris:]

Thank you. Operator?

[Operator:]

Thank you. Yes. We have a follow-up question from Bose George with KBW. Your line is now open.

[Bose George:]

Hey, guys. Thanks. Just a quick follow-up on the $50 million litigation expense. When we think of that going forward is there going to just be some of that while you still work this out with the last couple of states and attorneys general. And after that, that number, it presumably falls pretty sharply?

[Ronald M. Faris:]

So, Bose, first off, keep in mind that a big chunk of that was related to a securities litigation matter that we settled and reported on in the quarter. So, just to put it in perspective, a big chunk of that was related to that. And actually, very little of that expense is regulatory related although a small amount of it is. But I think when you get the 10-K, you'll get an update on our significant litigation regulatory matters. And hopefully, we'll get some perspective as to where we're headed. We continue to work to try to put as many of those legacy things behind us as we can. We're not completely there and in fact the cost did go up in 2017 versus 2016. But we have made a lot of progress and we would hope that over time those numbers do start to decline.

[Bose George:]

Okay, great. Thanks.

[Ronald M. Faris:]

Thank you.

[Operator:]

Thank you. Our next question comes from Lee Cooperman with Omega Advisors. Your line is now open.

[Leon G. Cooperman:]

Thank you. I apologize if this question was asked because I joined the call late. I was tied up before. Are you guys now able to buy the MSRs, are you able to get yourself into a growth mode, is this essence of what we're seeing today?

[Ronald M. Faris:]

So, no, Leon, I wouldn't conclude that. We have regulatory settlements with various states that restrict our ability to acquire MSRs until May of this year. We still have restrictions from the State of New York. We also are limited in our ability to board (1

[Leon G. Cooperman:]

Okay. Thank you much. Well, good luck.

[Ronald M. Faris:]

Thanks, Leon.

[Operator:]

Thank you. Ladies and gentlemen, this concludes today's conference call. Thank you for attending, and have a nice day.

[Ronald M. Faris:]

Thank you, everybody.