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): July 25, 2013

 


 

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

(Exact name of Registrant as specified in its charter)

 


 

Luxembourg

 

001-34354

 

Not Applicable

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

291, Route d’Arlon

L-1150 Luxembourg

Grand Duchy of Luxembourg

(Address of principal executive offices including zip code)

 

+352 2469 7900

(Registrant’s telephone number, including area code)

 

NOT APPLICABLE

(Former name or former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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 July 25, 2013, Altisource Portfolio Solutions S.A. (“Altisource”) issued a press release announcing financial results for its quarter ended June 30, 2013.  A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in this Item 2.02, including the information in Exhibit 99.1, is furnished solely pursuant to Item 2.02 of this Form 8-K.  Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section.  It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or Securities Act of 1933 if such subsequent filing specifically references this Item 2.02 of this Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.

 

Description

Exhibit 99.1

 

Press Release of Altisource Portfolio Solutions S.A. dated July 25, 2013

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  July 25, 2013

 

 

Altisource Portfolio Solutions S.A.

 

 

 

 

By:

/s/ Michelle D. Esterman

 

Name:

Michelle D. Esterman

 

Title:

Chief Financial Officer

 

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Exhibit 99.1

 

GRAPHIC

 

FOR IMMEDIATE RELEASE

 

FOR FURTHER INFORMATION CONTACT:

 

 

 

 

 

Michelle D. Esterman

 

 

Chief Financial Officer

 

 

T:  +352 2469 7950

 

 

E:  Michelle.Esterman@altisource.lu

 

ALTISOURCE® ANNOUNCES SECOND QUARTER RESULTS

 

Luxembourg, July 25, 2013 - Altisource Portfolio Solutions S.A. (“Altisource” and NASDAQ: ASPS) today reported record service revenue of $161.7 million for the quarter ended June 30, 2013, an increase of 37% when compared to the quarter ended June 30, 2012.  Net income attributable to Altisource was a record $30.9 million or $1.25 per diluted share for the quarter ended June 30, 2013, an increase of 10% and 11%, respectively, compared to the quarter ended June 30, 2012.

 

The growth in revenue is primarily from the initial referrals on the Homeward non-Government Sponsored Enterprise (“non-GSE”) loans that Ocwen Financial Corporation (“Ocwen”) boarded onto the REALServicing® platform in the first quarter and the expansion of the Financial Services segment which is gaining traction.  Altisource generally begins receiving referrals once portfolios are boarded onto the REALServicing platform.  During the second quarter of 2013, the Mortgage and Technology Services segments recognized virtually no benefit from the Residential Capital, LLC (“ResCap”) non-GSE portfolio that is expected to board on REALServicing in the third quarter of 2013. Including Ocwen’s recently announced agreement to purchase $78 billion of mortgage servicing rights from OneWest Bank, FSB (“OneWest”), the number of non-GSE loans on which Altisource earns revenue is expected to be 65% higher in the fourth quarter of 2013 compared to the second quarter of 2013.

 

Net income increased in the second quarter of 2013 over the same period in the prior year from service revenue growth, partially offset by interest expense on the $400 million Senior Secured Term Loan ($200 million was funded in the fourth quarter of 2012 and $200 million was funded in the second quarter of 2013), intangible asset amortization expense in connection with the Homeward and ResCap fee-based business transactions and increased technology expenditures to support our growth.  In addition, the Mortgage Services segment was almost fully staffed to meet the anticipated 65% higher non-GSE loan count on REALServicing in the fourth quarter of 2013 (compared to the second quarter of 2013).  This 65% increase in loans with very little increase in compensation and benefits will be the major contributor to our goal of improving default related margins by seven percent by the end of this year compared to 2012.

 

“We are encouraged by Ocwen’s recently announced agreement to purchase mortgage servicing rights from OneWest which, along with the ResCap portfolio, will drive meaningful default and technology related revenue growth to Altisource.  Given the traction we see in our strategic initiatives along with Ocwen’s ability to acquire additional mortgage servicing rights, Altisource’s long term growth prospects are very bright,” said Chairman William Erbey.

 

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William Shepro, Chief Executive Officer, further commented “We expect earnings for the second half of 2013 and full year 2014 to be very strong as we begin to benefit from the ResCap and OneWest non-GSE servicing portfolio referrals and the higher margin Homeward referrals.  We also remain intensely focused on margin improvement and believe we are making good progress toward accomplishing the seven percent margin improvement in our default related businesses by the end of the year.”

 

Second quarter 2013 business performance highlights include:

 

·                  On April 12, 2013, Altisource completed the ResCap fee-based businesses transaction with Ocwen for an aggregate purchase price of $128.8 million;

·                  The average number of loans serviced by Ocwen on REALServicing totaled 1.0 million loans in the second quarter of 2013 compared to 0.8 million loans in the second quarter of 2012;

·                  Based on portfolio acquisitions announced by Ocwen, Altisource anticipates that Ocwen will board approximately 619 thousand additional non-GSE loans on REALServicing by the end of 2013, less service transfers and run-off;

·                  Altisource Residential Corporation (“Residential”) had a portfolio of 1,372 loans and real estate owned (“REO”) at the end of the second quarter of 2013.  Additionally, Residential announced acquisitions totaling $470.0 million in unpaid principal balance that are expected to close in the third quarter of 2013;

·                  In May, Altisource borrowed an additional $200 million under the amended Senior Secured Term Loan agreement to fund the remaining transaction consideration related to the ResCap fee-based businesses, common stock repurchases and general corporate purposes, including potential acquisitions; and

·                  Altisource acquired 313 thousand shares of its common stock during the quarter at an average price of $94.49 per share.

 

Gross profit as a percentage of service revenue was 43% and 44% for the quarters ended June 30, 2013 and 2012, respectively.  Gross margins were impacted by Mortgage Services’ higher staffing levels to support the 619 thousand loans we anticipate boarding over the next 6 months, higher costs in the Technology Services segment as Altisource continues to invest in the development of the next generation technology to support its growth initiatives and revenue mix.  During the quarter ended June 30, 2013, Altisource had disproportionately high growth in the lower margin property inspection and preservation business principally from the Homeward acquisition.  The decline in margins was partially offset by the expansion of the higher margin mortgage charge-off business.

 

Forward-Looking Statements

 

This press release contains forward-looking statements that involve a number of risks and uncertainties. Those forward-looking statements include all statements that are not historical fact, including statements about management’s beliefs and expectations.  Forward-looking statements are based on management’s beliefs as well as assumptions made by and information currently available to management.  Because such statements are based on expectations as to future economic performance and are not statements of historical fact, actual results may differ materially from those projected.  The Company undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to: Altisource’s ability to

 

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retain existing customers and attract new customers; general economic and market conditions; governmental regulations, taxes and policies; availability of adequate and timely sources of liquidity; and other risks and uncertainties detailed in the “Forward-Looking Statements,” “Risk Factors” and other sections of the Company’s Form 10-K and other filings with the Securities and Exchange Commission.

 

Webcast

 

Altisource will host a webcast at 11:00 a.m. EDT today to discuss second quarter results.  A link to the live audio webcast will be available on the Company’s website through the Investor Relations home page. Those who want to listen to the call should go to the website fifteen minutes prior to the call to register, download and install any necessary audio software.  A replay of the conference call will be available via the website approximately two hours after the conclusion of the call and will remain available for approximately 30 days.

 

About Altisource®

 

Altisource is a global provider of outsourcing and software services focused on high-value, technology-enabled solutions principally related to real estate and mortgage portfolio management, asset recovery and customer relationship management. Additional information is available at www.altisource.com.

 

###

 

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ALTISOURCE PORTFOLIO SOLUTIONS S.A.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)

 

Financial Results (unaudited)

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Service revenue

 

 

 

 

 

 

 

 

 

Mortgage Services

 

$

119,887

 

$

89,999

 

$

216,264

 

$

169,319

 

Financial Services

 

22,959

 

16,057

 

39,091

 

33,817

 

Technology Services

 

24,783

 

17,886

 

45,014

 

34,908

 

Eliminations

 

(5,955

)

(5,823

)

(11,143

)

(11,456

)

 

 

161,674

 

118,119

 

289,226

 

226,588

 

Reimbursable expenses

 

23,299

 

24,815

 

43,565

 

53,520

 

Non-controlling interests

 

1,137

 

1,271

 

2,146

 

3,163

 

Total revenue

 

186,110

 

144,205

 

334,937

 

283,271

 

Cost of revenue

 

93,673

 

67,923

 

170,369

 

130,978

 

Reimbursable expenses

 

23,299

 

24,815

 

43,565

 

53,520

 

Gross profit

 

69,138

 

51,467

 

121,003

 

98,773

 

Selling, general and administrative expenses

 

29,828

 

19,018

 

48,508

 

36,033

 

Income from operations

 

39,310

 

32,449

 

72,495

 

62,740

 

Other income (expense), net:

 

 

 

 

 

 

 

 

 

Interest expense

 

(4,902

)

(14

)

(8,114

)

(29

)

Other income (expense), net

 

77

 

(307

)

782

 

(643

)

Total other income (expense), net

 

(4,825

)

(321

)

(7,332

)

(672

)

Income before income taxes and non-controlling interests

 

34,485

 

32,128

 

65,163

 

62,068

 

Income tax provision

 

(2,417

)

(2,776

)

(4,568

)

(5,595

)

Net income

 

32,068

 

29,352

 

60,595

 

56,473

 

Net income attributable to non-controlling interests

 

(1,137

)

(1,271

)

(2,146

)

(3,163

)

Net income attributable to Altisource

 

$

30,931

 

$

28,081

 

$

58,449

 

$

53,310

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

Basic

 

$

1.34

 

$

1.20

 

$

2.51

 

$

2.28

 

Diluted

 

$

1.25

 

$

1.13

 

$

2.34

 

$

2.15

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

23,161

 

23,316

 

23,267

 

23,353

 

Diluted

 

24,823

 

24,846

 

24,940

 

24,850

 

 

 

 

 

 

 

 

 

 

 

Transactions with related parties:

 

 

 

 

 

 

 

 

 

Revenue

 

$

121,234

 

$

88,153

 

$

211,332

 

$

170,933

 

Selling, general and administrative expenses

 

740

 

606

 

1,413

 

1,180

 

Other income

 

 

 

773

 

 

 

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ALTISOURCE PORTFOLIO SOLUTIONS S.A.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

 

 

 

June 30,

 

December 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

177,805

 

$

105,502

 

Accounts receivable, net

 

99,316

 

88,955

 

Prepaid expenses and other current assets

 

20,185

 

7,618

 

Deferred tax assets, net

 

1,775

 

1,775

 

Total current assets

 

299,081

 

203,850

 

 

 

 

 

 

 

Premises and equipment, net

 

57,204

 

50,399

 

Deferred tax assets, net

 

4,073

 

4,073

 

Intangible assets, net

 

252,747

 

56,586

 

Goodwill

 

14,915

 

14,915

 

Investment in Correspondent One

 

 

12,729

 

Loan to Ocwen

 

 

75,000

 

Other assets

 

15,113

 

11,674

 

 

 

 

 

 

 

Total assets

 

$

643,133

 

$

429,226

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

63,789

 

$

58,976

 

Current portion of long-term debt

 

4,000

 

2,000

 

Current portion of capital lease obligations

 

 

233

 

Other current liabilities

 

8,915

 

10,423

 

Total current liabilities

 

76,704

 

71,632

 

 

 

 

 

 

 

Long-term debt, less current portion

 

393,679

 

196,027

 

Other non-current liabilities

 

1,340

 

1,738

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

Common stock ($1.00 par value; 100,000 shares authorized; 25,413 issued and 22,995 outstanding as of June 30, 2013; 25,413 issued and 23,427 outstanding as of December 31, 2012)

 

25,413

 

25,413

 

Additional paid-in-capital

 

88,392

 

86,873

 

Retained earnings

 

178,937

 

124,127

 

Treasury stock, at cost (2,418 shares as of June 30, 2013 and 1,986 shares as of December 31, 2012)

 

(122,974

)

(77,954

)

Altisource equity

 

169,768

 

158,459

 

 

 

 

 

 

 

Non-controlling interests

 

1,642

 

1,370

 

Total equity

 

171,410

 

159,829

 

 

 

 

 

 

 

Total liabilities and equity

 

$

643,133

 

$

429,226

 

 

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