Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 12 2015 - 6:08AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SEC
FILE NUMBER
1-13219
CUSIP
NUMBER
675746309
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FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
one): |
o
Form 10-K |
o
Form 20-F |
o
Form 11-K |
x Form 10-Q |
o
Form 10-D |
o
Form N-SAR |
o
Form N-CSR |
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For
Period Ended: |
March
31, 2015 |
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o
Transition Report on Form 10-K |
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o
Transition Report on Form 20-F |
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o
Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o
Transition Report on Form N-SAR |
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For
the Transition Period Ended: |
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type. |
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
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If the notification
relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable.
PART
I
REGISTRANT
INFORMATION
Ocwen
Financial Corporation |
Full Name of Registrant |
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Not
applicable |
Former Name if
Applicable |
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1000
Abernathy Road NE, Suite 210 |
Address of Principal
Executive Office (Street and Number) |
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Atlanta,
Georgia 30328 |
City, State and
Zip Code |
PART
II
RULES 12b-25(b)
AND (c)
If the subject report could
not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
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(a) |
The reason described in reasonable
detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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x |
(b) |
The subject annual
report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before
the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other
exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III
NARRATIVE
State below in reasonable
detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report or portion thereof, could not be filed within
the prescribed time period.
Ocwen
Financial Corporation (the “Company” or “Ocwen”) requires additional time to complete its financial closing
procedures and ensure appropriate disclosures are made in its Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2015 (the “Form 10-Q”). Accordingly, the Company is not able to complete the preparation, review and filing of
Form 10-Q within the prescribed time period without unreasonable effort or expense. The Company expects to file its Form 10-Q
on or before May 18, 2015, the prescribed due date pursuant to this Form 12b-25.
PART IV
OTHER INFORMATION
(1) |
Name and
telephone number of person to contact in regard to this notification |
Michael
R. Bourque, Jr. |
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(561) |
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682-8000 |
(Name) |
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(Area Code) |
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(Telephone Number) |
(2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
x Yes o
No |
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(3) |
Is
it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
x Yes o No |
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If so, attach an explanation
of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made. |
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The Company
anticipates net income of $34.4 million, or $0.27 per share for the three months ended March 31, 2015 compared to net
income of $60.5 million, or $0.43 per share, for the three months ended March 31, 2014. The Company expects revenue of
$510.4 million for the three months ended March 31, 2015, a decrease of 7% compared to the three months ended March 31,
2014. |
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The Company anticipates
that its pre-tax income during the first quarter of 2015 was impacted by the following significant items: a $26.9 million
gain from the sale of Freddie Mac performing loan mortgage servicing rights (MSRs) with an unpaid principal balance (UPB)
of approximately $9.1 billion, a $12.9 million gain on the sale of certain legacy performing and non-performing whole loans,
a $(17.8) million impairment charge due to a decline in the fair value of the Company’s government insured MSRs primarily
resulting from the Federal Housing Administration (FHA) reducing the mortgage insurance premium rate by 50 bps during the
quarter, $(9.0) million of monitor costs, $(8.4) million of strategic advisor expenses and $(8.3) million of fair value related
changes. The Lending segment generated $16.0 million of pre-tax income during the quarter. |
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The financial results
and other financial data presented above are preliminary, based upon the Company’s estimates and subject to completion
of the Company’s final financial closing procedures. Moreover, this data has been prepared on the basis of currently
available information. The Company’s independent auditor has not audited or reviewed, and does not express an opinion
with respect to, this data. This data does not constitute a comprehensive statement of the Company’s financial results
for the quarter ended March 31, 2015 or of its financial position for any period, and the Company’s final data could
differ materially from its preliminary data. |
Special
Note Regarding Forward-Looking Statements
This
Form 12b-25 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 May 11, 2015). 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. Ocwen may post information that is important to
investors on its website.
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Ocwen
Financial Corporation |
(Name of
Registrant as Specified in Charter) |
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has caused this notification
to be signed on its behalf by the undersigned hereunto duly authorized. |
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Date: |
May 12, 2015 |
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By: |
/s/ Michael R. Bourque, Jr. |
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Michael
R. Bourque, Jr.
Chief Financial Officer |
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