UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended September 30, 2010
		OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-34354

 

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

(Exact name of Registrant as specified in its Charter)

Luxembourg		Not applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2, rue Jean Bertholet
L-1233 Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive offices) (Zip Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of September 30, 2010, there were 25,412,748 outstanding shares of the registrant’s shares of beneficial interest.

 

 

Table of Contents

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

FORM 10-Q

			Page
PART I — Financial Information
Item 1 Interim Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Operations			4
Condensed Consolidated Statement of Equity			5
Condensed Consolidated Statements of Cash Flows			6
Notes to Condensed Consolidated Financial Statements
Note 1 — Organization and Basis of Presentation			7
Note 2 — Transactions with Related Parties			9
Note 3 — Acquisition of MPA			10
Note 4 — Accounts Receivable, Net			12
Note 5 — Prepaid Expenses and Other Current Assets			13
Note 6 — Premises and Equipment, net			13
Note 7 — Goodwill and Intangible Assets, net			13
Note 8 — Accounts Payable, Accrued Expenses and Other Current Liabilities			14
Note 9 — Equity Based Compensation			15
Note 10 — Cost of Revenue			16
Note 11 — Selling, General and Administrative Expenses			17
Note 12 — Other Income (Expense), Net			17
Note 13 — Income Taxes			17
Note 14 — Earnings Per Share			18
Note 15 — Segment Reporting			19
Note 16 — Commitments and Contingencies			22
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations (see Table of Contents at front of section)			23
Item 3 Quantitative and Qualitative Disclosures about Market Risk			45
Item 4 Controls and Procedures			45
PART II — Other Information
Item 1 Legal Proceedings			46
Item 1A Risk Factors			46
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds			46
Item 3 Defaults Upon Senior Securities			46
Item 4 (Removed and Reserved)			46
Item 5 Other Information			46
Item 6 Exhibits			46
SIGNATURES			47

PART I. FINANCIAL INFORMATION

Item 1. Interim Condensed Consolidated Financial Statements (Unaudited)

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)

		September 30,				December 31,
		2010				2009
ASSETS
Current Assets:
Cash and Cash Equivalents		$	23,037			$	30,456
Accounts Receivable, net			46,772				30,497
Prepaid Expenses and Other Current Assets			4,689				2,904
Deferred Tax Assets, net			3,532				1,546
Total Current Assets			78,030				65,403
Restricted Cash			779				—
Premises and Equipment, net			16,157				11,408
Intangible Assets, net			73,230				33,719
Goodwill			15,380				9,324
Other Non-current Assets			4,331				702
Total Assets		$	187,907			$	120,556
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable and Accrued Expenses		$	26,960			$	24,192
Capital Lease Obligations — Current			804				536
Other Current Liabilities			6,718				5,939
Total Current Liabilities			34,482				30,667
Capital Lease Obligations — Non-current			1,008				128
Deferred Tax Liability, net			1,219				2,769
Other Non-current Liabilities			3,400				644
Commitment and Contingencies (Note 16)
Equity:
Common Stock ($1.00 par value; 100,000 shares authorized; 25,413 shares issued and 25,327 outstanding in 2010; 24,145 shares issued and outstanding in 2009)			25,413				24,145
Retained Earnings			44,150				11,665
Additional Paid-in Capital			78,321				50,538
Treasury Stock, at cost ($1.00 par value; 86 shares in 2010)			(2,311	)
Altisource Equity			145,573				86,348
Non-controlling Interests			2,225				—
Total Equity			147,798				86,348
Total Liabilities and Equity		$	187,907			$	120,556

See accompanying notes to condensed consolidated financial statements.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2010				2009				2010				2009
Revenue		$	77,580			$	54,064			$	209,901			$	146,486
Cost of Revenue			48,647				33,453				131,749				91,805
Gross Profit			28,933				20,611				78,152				54,681
Selling, General and Administrative Expenses			14,996				11,065				40,168				27,216
Income from Operations			13,937				9,546				37,984				27,465
Other Income (Expense), net			698				2,546				666				1,155
Income Before Income Taxes and Non-controlling Interests			14,635				12,092				38,650				28,620
Income Tax Provision			(2,751	)			(3,448	)			(2,029	)			(8,522	)
Net Income			11,884				8,644				36,621				20,098
Net Income Attributable to Non-controlling Interests			(2,052	)			—				(4,136	)			—
Net Income Attributable to Altisource		$	9,832			$	8,644			$	32,485			$	20,098
Earnings Per Share
Basic		$	0.39			$	0.36			$	1.30			$	0.84
Diluted		$	0.37			$	0.36			$	1.24			$	0.83
Weighted Average Shares Outstanding
Basic			25,318				24,050				25,080				24,050
Diluted			26,544				24,303				26,168				24,303
Transactions with Related Parties included above:
Revenue		$	39,459			$	26,035			$	104,494			$	67,222
Selling, General and Administrative Expenses		$	223			$	522			$	811			$	4,308
Interest Expense		$	—			$	193			$	—			$	1,290

See accompanying notes to condensed consolidated financial statements.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(in thousands)

														Additional				Treasury
										Retained				Paid-in				Stock, at				Non-controlling								Comprehensive
		Common Stock								Earnings				Capital				Cost				Interests				Total				Income
Balance, December 31, 2009			24,145			$	24,145			$	11,665			$	50,538			$	—			$	—			$	86,348
Net Income			—				—				32,485				—				—				4,136				36,621			$	36,621
Acquisition of The Mortgage Partnership of America, L.L.C.			959				959				—				22,941				—				3,268				27,168				—
Contributions from Non-controlling Interest Holders			—				—				—				—				—				28				28				—
Distributions to Non-controlling Interest Holders			—				—				—				—				—				(5,207	)			(5,207	)			—
Share-based Compensation Expense			—				—				—				2,134				—				—				2,134				—
Exercise of Stock Options			298				298				—				2,708				—				—				3,006				—
Delivery of Vested Restricted Stock			11				11				—				—				—				—				11				—
Repurchase of Shares			—				—				—				—				(2,311	)			—				(2,311	)			—
Balance, September 30, 2010			25,413			$	25,413			$	44,150			$	78,321			$	(2,311	)		$	2,225			$	147,798			$	36,621

See accompanying notes to condensed consolidated financial statements.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

		Nine Months Ended
		September 30,
		2010				2009
Cash flows from Operating Activities:
Net Income		$	36,621			$	20,098
Reconciling Items:
Depreciation and Amortization			5,015				4,188
Amortization of Intangible Assets			4,089				2,004
Share-based Compensation Expense			2,134				—
Deferred Income Taxes			(1,040	)			(1,414	)
Changes in Operating Assets and Liabilities, net of MPA Acquisition:
Accounts Receivable			(13,031	)			(8,810	)
Prepaid Expenses and Other Current Assets			(1,464	)			505
Other Assets			(2,594	)			(579	)
Accounts Payable and Accrued Expenses			1,422				2,237
Other Current and Non-current Liabilities			2,109				8,157
Net Cash Flow from Operating Activities			33,261				26,386
Cash flows from Investing Activities:
Additions to Premises and Equipment, net			(8,135	)			(3,787	)
Acquisition of Business, net of Cash Acquired			(26,830	)			—
Change in Restricted Cash			(779	)			—
Net Cash Flow from Investing Activities			(35,744	)			(3,787	)
Cash flows from Financing Activities:
Principal Payments on Capital Lease Obligations			(463	)			(422	)
Payments of Line of Credit			—				(1,123	)
Proceeds from Stock Option Exercises			3,017				—
Purchase of Treasury Stock			(2,311	)			—
Contributions from Non-controlling Interests			28				—
Distributions to Non-controlling Interests			(5,207	)			—
Net Distribution to Parent			—				(3,332	)
Net Cash Flow from Financing Activities			(4,936	)			(4,877	)
Net (Decrease) Increase in Cash and Cash Equivalents			(7,419	)			17,722
Cash and Cash Equivalents at the Beginning of the Year			30,456				6,988
Cash and Cash Equivalents at the End of the Period		$	23,037			$	24,710
Supplemental Cash Flow Information
Interest Paid		$	—			$	25
Income Taxes Paid		$	1,724			$	534
Non-Cash Investing and Financing Activities
Shares Issued in Connection with MPA Acquisition		$	23,900			$	—
Increase in Common Stock due to the Company’s Conversion to a Luxembourg Société Anonyme		$	—			$	3,283

See accompanying notes to condensed consolidated financial statements.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Condensed Consolidated Financial Statements

NOTE 1 — ORGANIZATION AND BASIS OF PRESENTATION

Altisource Portfolio Solutions S.A. (which may be referred to as Altisource, the Company, we, us or our) together with its subsidiaries is a provider of services focused on high value, knowledge-based functions principally related to real estate and mortgage portfolio management, asset recovery and customer relationship management. Utilizing integrated technology that includes decision models and behavioral based scripting engines, we provide solutions that improve clients’ performance and maximizes their returns.

We are publicly traded on the NASDAQ Global Select market under the symbol ASPS. We were incorporated under the laws of Luxembourg on November 4, 1999 as Ocwen Luxembourg S.à r.l., renamed Altisource Portfolio Solutions S.à r.l. on May 12, 2009 and converted into Altisource Portfolio Solutions S.A. on June 5, 2009. We became a publicly traded company as of August 10, 2009, see “Separation” below.

In February 2010, we acquired all of the outstanding membership interests of The Mortgage Partnership of America, L.L.C. (“MPA”). MPA was formed as a Missouri limited liability company to serve as the manager of Best Partners Mortgage Cooperative, Inc. (“BPMC”) doing business as Lenders One Mortgage Cooperative (“Lenders One”). Lenders One is a national alliance of independent mortgage bankers (“Members”) that provides its Members with education and training along with revenue enhancing, cost reducing and market share expanding opportunities (see Note 3).

We conduct our operations through three reporting segments: Mortgage Services, Financial Services and Technology Products. In addition, we report our corporate related expenditures as a separate segment (see Note 15 for a description of our segments).

Separation

On August 10, 2009 (the “Separation Date”), we became a stand-alone public company in connection with our separation from Ocwen Financial Corporation (“Ocwen”) (the “Separation”). Prior to the Separation, our businesses were wholly-owned subsidiaries of Ocwen. On the Separation Date, Ocwen distributed all of the Altisource common stock to Ocwen’s shareholders (the “Distribution”). Ocwen’s shareholders received one share of Altisource common stock for every three shares of Ocwen common stock held as of August 4, 2009 (the “Record Date”). In addition, holders of Ocwen’s 3.25% Contingent Convertible Unsecured Senior Notes due 2024 received one share of Altisource common stock deemed held on an as if converted basis. For such notes, the conversion ratio of 82.1693 shares of Ocwen common stock for every $1,000 in aggregate principal amount of notes held on the Record Date was calculated first, and then we applied the distribution ratio of one share of Altisource common stock for every three shares of Ocwen common stock on an as converted basis to determine the number of shares each note holder received.

In connection with the Separation, we entered into various agreements with Ocwen that define our relationship after the Separation including a Separation Agreement, a Tax Matters Agreement, an Employee Matters Agreement, an Intellectual Property Agreement, a Data Center and Disaster Recovery Agreement, a Technology Products Services Agreement, a Transition Services Agreement and certain long-term servicing contracts (collectively, the “Agreements”).

Basis of Presentation

Our historical financial statements include the assets and liabilities (accounted for at the historical values carried by Ocwen prior to the Separation), revenues and expenses directly attributable to our operations. Beginning August 10, 2009, after our assets and liabilities were formally contributed by Ocwen pursuant to the terms of a Separation Agreement, our financial statements have been presented on a consolidated basis for financial reporting purposes. Our condensed consolidated financial statements include the assets and liabilities, revenues and expenses directly attributable to our operations. All significant inter-company and inter-segment transactions and accounts have been eliminated upon consolidation.

For periods prior to the Separation Date, these condensed consolidated financial statements include allocations of expenses from Ocwen for corporate functions including insurance, employee benefit plan expense and allocations for certain centralized administration costs for executive management, treasury, real estate, accounting, auditing, tax, risk management, internal audit, human resources and benefits administration (See Note 2).

The condensed consolidated financial statements for the three and nine months ended September 30, 2009 also do not necessarily reflect what the Company’s condensed consolidated results of operations, financial position and cash flows would have been had the Company operated as an independent company during that entire period. For instance, as an independent public company, we incur costs in excess of those allocated by Ocwen for maintaining a separate Board of Directors, obtaining a separate audit, relocating certain executive management and hiring additional personnel.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Condensed Consolidated Financial Statements
(continued)

Prior to our acquisition of MPA, MPA and Lenders One entered into a management agreement that ends on December 31, 2025. MPA was formed to act on behalf of Lenders One and its Members principally to provide its Members with education and training along with revenue enhancing, cost reducing and market share expanding opportunities. For providing these services MPA receives payment from Lenders One, and in some instances the vendors, based upon the benefits achieved for the Members. The management agreement provides MPA with broad powers such as recruiting members for Lenders One, collection of fees and other obligations from Members of Lenders One, processing of all rebates owed to Lenders One, day-to-day operation of Lenders One and negotiation of contracts with vendors including signing contracts on behalf of Lenders One.

The management agreement between MPA and Lenders One, pursuant to which MPA is the management company of Lenders One, represents a variable interest in a variable interest entity. MPA determined that they are the primary beneficiary of Lenders One as they have the power to direct the activities that most significantly impact Lenders One’s economic performance and the obligation to absorb losses or the right to receive benefits. As a result, Lenders One is presented in the accompanying condensed consolidated financial statements on a consolidated basis with the interests of the Members reflected as Non-controlling Interest on the Condensed Consolidated Balance Sheets. At September 30, 2010, Lenders One had total assets of $6.2 million and liabilities of $0.2 million.

We have prepared our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete condensed consolidated financial statements. In the opinion of management, all adjustments considered necessary to fairly state the results for the interim periods presented have been included. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in our Form 10-K filed with the SEC on March 17, 2010 which contains a summary of our significant accounting policies. Certain footnote detail is also omitted from the condensed consolidated financial statements unless there is a material change from the information included in the Form 10-K.

Foreign Currency Translation

Our reporting currency is the U.S. dollar. Other foreign currency assets and liabilities that are considered monetary items are translated at exchange rates in effect at the balance sheet date. Foreign currency revenues and expenses are translated at transaction date exchange rates. These exchange gains and losses are included in the determination of net income.

Fair Value of Financial Instruments

The fair value of financial instruments, which primarily include Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, net and Accounts Payable and Accrued Expenses at September 30, 2010 and December 31, 2009, are carried at amounts that approximate their fair value due to the short-term nature of these amounts.

In addition, we entered into a put option arrangement with some of the predecessor owners of MPA in conjunction with the acquisition. The arrangement allows the holders to put a portion of the Altisource shares issued as consideration to Altisource at a predetermined price. Altisource calculated the fair value of this put option arrangement on the acquisition date at $1.3 million by utilizing a Black-Scholes option pricing model (see Note 3). The fair value calculation is deemed to be a Level 3 calculation. The fair value of the put at September 30, 2010 of $0.8 million was valued using the following assumptions:

		Assumptions
Risk-free Interest Rate			0.19% — 0.96	%
Expected Stock Price Volatility			35% — 58	%
Expected Dividend Yield			—
Expected Option Life (in years)			0.5 — 3.5
Contractual Life (in years)			—
Fair Value		$	0.01 — $3.88

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Condensed Consolidated Financial Statements
(continued)

The put option agreement is a written derivative valued similar to stock options and is included within “Other Non-current Liabilities” on the Condensed Consolidated Balance Sheet. The fair value of the put option agreements will be determined each quarter until such puts are either exercised or forfeited with any changes in value included as a component of “Other Income (Expense), net” in the Condensed Consolidated Statements of Operations.

NOTE 2 — TRANSACTIONS WITH RELATED PARTIES

Ocwen remains our largest customer. Following the Separation, Ocwen is contractually obligated to purchase certain Mortgage Services and Technology Products from us under service agreements. These agreements extend for eight years from the Separation Date subject to termination under certain provisions. Ocwen is not restricted from redeveloping these services. We settle amounts with Ocwen on a daily, weekly or monthly basis based upon the nature of the services and when the service is completed.

We consider certain services to be derived from Ocwen’s loan servicing portfolio rather than provided to Ocwen because such services are charged to the mortgagee and/or the investor and are not expenses to Ocwen. Ocwen, or services derived from Ocwen’s loan servicing portfolio, as a percentage of each of our segment revenues and as a percentage of consolidated revenues was as follows for the three and nine months ended September 30:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2010				2009				2010				2009
Mortgage Services			65	%			72	%			66	%			73	%
Technology Products			36	%			41	%			36	%			45	%
Financial Services			<1	%			<1	%			<1	%			<1	%
Consolidated Revenues			51	%			48	%			50	%			46	%

We record revenues we earn from Ocwen under the various long-term servicing contracts at rates we believe to be market rates as they are consistent with one or more of the following: the fees we charge to other customers for comparable services; the rates Ocwen pays to other service providers; fees commensurate with market surveys prepared by unaffiliated firms; and prices being charged by our competitors.

Allocation of Corporate Costs

The condensed consolidated financial statements for the three and nine months ended September 30, 2009 include allocations of expenses from Ocwen for corporate functions including insurance, employee benefit plan expense and allocations for certain centralized administration costs for executive management, treasury, real estate, accounting, auditing, tax, risk management, internal audit, human resources and benefits administration. Ocwen determined these allocations using proportional cost allocation methods including the use of relevant operating profit, fixed assets, sales and payroll measurements. Specifically, personnel and all associated costs, including compensation, benefits, occupancy and other costs, were allocated based on the estimated percentage of time spent by the individual in the various departments. External costs such as audit fees, legal fees, business insurance and other were allocated based on a combination of the sales, fixed assets and operating profits of the department whichever is most appropriate given the nature of the expense. Total corporate costs allocated to the Company, were $4.3 million for the nine months ended September 30, 2009 ($0.5 million for the 2009 third quarter). The charges for these functions are included primarily in Selling, General and Administrative Expenses in the Condensed Consolidated Statements of Operations. However, these amounts may not be representative of the costs necessary for the Company to operate as a separate standalone entity.

In addition, prior to the Separation, Ocwen had allocated interest expense to us based upon our portion of assets to Ocwen’s total assets which is included in “Other Income (Expense) Net” in the Condensed Consolidated Statements of Operations.

Transition Services

In connection with the Separation, Altisource and Ocwen entered into a transition services agreement under which services in such areas as human resources, vendor management, corporate services, six sigma, quality assurance, quantitative analytics,

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Condensed Consolidated Financial Statements
(continued)

treasury, accounting, tax, risk management, legal, strategic planning, compliance and other areas are provided to the counterparty for up to two years from the Separation Date. For the nine months ended September 30, 2010, Altisource billed Ocwen $1.2 million ($0.5 million for the third quarter), and Ocwen billed Altisource $0.8 million ($0.2 million for the third quarter) for services provided under this agreement. These amounts are reflected as a component of Selling, General and Administrative expenses in the Condensed Consolidated Statements of Operations.

NOTE 3 — ACQUISITION OF MPA

In February 2010, we acquired all of the outstanding membership interests of MPA pursuant to a Purchase and Sale Agreement. MPA serves as the manager of Lenders One, a national alliance of independent mortgage bankers. The alliance was established in 2000 and as of September 30, 2010 consisted of more than 170 members.

Consideration for the transaction consisted of cash, common stock and put option agreements:

(in thousands)		Consideration
Cash		$	29,000
Common Stock			23,900
Put Option Agreements at Fair Value			1,289
Working Capital Adjustment			835
Total Consideration		$	55,024

The common stock consisted of 959,085 shares of Altisource’s common stock valued at $24.92 per share based on the closing price of Altisource common stock on February 11, 2010. A portion of which (314,135 shares) will be held in escrow two years from the closing date of the acquisition to secure MPA’s indemnification obligations under the Purchase and Sale Agreement. In addition, we entered into three put option agreements with certain of the sellers whereby each seller has the right, with respect to an aggregate of 0.5 million shares of our common stock, to put up to 25% of eligible shares each year for a total of four years at a price equal to $16.84 per share. The fair value of the put was initially established at the date of acquisition ($1.3 million) using the following assumptions:

		Assumptions
Risk-free Interest Rate			0.345% — 1.914	%
Expected Stock Price Volatility			40% — 55	%
Expected Dividend Yield			—
Expected Option Life (in years)			1 — 4
Contractual Life (in years)			—
Fair Value		$	0.74 — $3.90

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Condensed Consolidated Financial Statements
(continued)

The preliminary allocation of the purchase price is as follows:

(in thousands)
Cash		$	2,170
Accounts Receivable			4,279
Prepaid Expenses and Other Current Assets			321
Premises and Equipment			18
Identifiable Intangible Assets			43,600
Goodwill			10,218
			60,606
Accounts Payable and Accrued Expenses			(2,176	)
Other Current Liabilities			(138	)
Non-controlling Interests			(3,268	)
Total Purchase Price		$	55,024

During the second quarter of 2010, Altisource finalized its calculation of the Working Capital Adjustment within the 90 day period allocated by the purchase contract. The value was revised from $2.1 million to $0.8 million resulting in an offsetting decrease to Goodwill. The payment of the Working Capital Adjustment was made during the third quarter.

Management has assigned the following lives to identified assets acquired as a result of the acquisition:

		Estimated Life
		(in Years)
Premises and Equipment			2 — 5
Management Agreement (1)			15
Trademarks (1)			15
Non-compete (1)			4
Goodwill		Indefinite

The goodwill arising from the acquisition, which was assigned to our Mortgage Services segment, consists of various components principally in-place workforce and anticipated revenue synergies given MPA’s market presence and future enhancements to our services including the development of origination services. All goodwill and intangible assets related to the acquisition of MPA are expected to be amortizable and deductible for income tax purposes.

We entered into employee agreements with certain key employees of MPA who also received the majority of our shares issued in connection with the acquisition.

Revenue and Net Income Attributable to Altisource from the date of acquisition through September 30, 2010, included in the Company’s Condensed Consolidated Statements of Operations, are as follows.

		Three Months Ended				Nine Months Ended
(in thousands)		September 30, 2010				September 30, 2010
Revenue		$	5,585			$	11,412
Net Income Attributable to Altisource			1,768				1,812

Acquisition-related transaction costs are included in Selling, General and Administrative and Expenses in the Condensed Consolidated Statements of Operations.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Condensed Consolidated Financial Statements
(continued)

The following tables present the unaudited pro forma Revenue, Net Income Attributable to Altisource and Diluted Earnings Per Share as if the acquisition of MPA had occurred at the beginning of the period presented.

		Nine Months Ended
		September 30, 2010
(in thousands, except per share amounts)		As Reported				Pro Forma
Revenue		$	209,901			$	211,545
Net Income Attributable to Altisource			32,485				32,357
Earnings Per Share — Diluted			1.24				1.24

		Three Months Ended								Nine Months Ended
		September 30, 2009								September 30, 2009
(in thousands, except per share amounts)		As Reported				Pro Forma				As Reported				Pro Forma
Revenue		$	54,064			$	59,755			$	146,486			$	162,459
Net Income Attributable to Altisource			8,644				10,077				20,098				24,104
Earnings Per Share — Diluted			0.36				0.40				0.83				0.95

NOTE 4 — ACCOUNTS RECEIVABLE, NET

Accounts Receivable, net consists of the following:

		September 30,				December 31,
(in thousands)		2010				2009
Third-party Accounts Receivable		$	15,942			$	11,638
Unbilled Fees			28,816				9,073
Receivable from Ocwen			2,556				10,066
Other Receivables			1,100				416
			48,414				31,193
Allowance for Doubtful Accounts			(1,642	)			(696	)
Total		$	46,772			$	30,497

Unbilled Fees consist primarily of Asset Management and Default Management Services for which we recognize revenues over the service delivery period but bill at completion of the service.

One of our customers in the Financial Services segment accounted for 17% of consolidated revenue in the nine months ended September 30, 2010. Another customer accounted for 10% of consolidated revenue in both the Mortgage Services and Technology Products segments in the nine months ended September 30, 2010.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Condensed Consolidated Financial Statements
(continued)

NOTE 5 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid Expenses and Other Current Assets consist of the following:

		September 30,				December 31,
(in thousands)		2010				2009
Prepaid Expenses		$	2,513			$	1,471
Other Current Assets			2,176				1,433
Total		$	4,689			$	2,904

NOTE 6 — PREMISES AND EQUIPMENT, NET

Premises and Equipment, net which include amounts recorded under capital leases, consists of the following:

		September 30,				December 31,
(in thousands)		2010				2009
Computer Hardware and Software		$	30,135			$	23,591
Office Equipment and Other			9,411				9,203
Furniture and Fixtures			2,168				2,663
Leasehold Improvements			4,201				3,441
			45,915				38,898
Less: Accumulated Depreciation and Amortization			(29,758	)			(27,490	)
Total		$	16,157			$	11,408

Depreciation and amortization expense, inclusive of capital lease obligations, amounted to $5.0 million and $4.2 million for the nine months ended September 30, 2010 and 2009 respectively ($1.8 million and $1.4 million for the third quarter of 2010 and 2009 respectively) and is included in Cost of Revenue for operating assets and in Selling, General and Administrative expense for non-operating assets in the accompanying Condensed Consolidated Statements of Operations.

NOTE 7 — GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

Changes in Goodwill during the period ended September 30, 2010 are summarized below:

(in thousands)		Mortgage Services				Financial Services				Technology Products				Total
Balance, December 31, 2009		$	—			$	7,706			$	1,618			$	9,324
Acquisition of MPA			10,218				—				—				10,218
Component 2 Amortization			—				(4,162	)			—				(4,162	)
Total		$	10,218			$	3,544			$	1,618			$	15,380

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Condensed Consolidated Financial Statements
(continued)

Intangible Assets, Net

Intangible Assets, net consists of the following:

			Weighted Average			Gross Carrying Amount								Accumulated Amortization								Net Book Value
		Estimated
		Useful Life				September 30,				December 31,				September 30,				December 31,				September 30,				December 31,
(dollars in thousands)		(Years)				2010				2009				2010				2009				2010				2009
Definite-lived Intangible Assets
Trademarks			12			$	10,200			$	2,800			$	2,196			$	1,447			$	8,004			$	1,353
Customer Lists			19				37,700				37,700				6,919				5,334				30,781				32,366
Operating Agreement			15				35,000				—				1,555				—				33,445				—
Non-compete Agreements			4				1,200				—				200				—				1,000				—
Total Intangible Assets						$	84,100			$	40,500			$	10,870			$	6,781			$	73,230			$	33,719

Amortization expense for definite lived intangible assets was $4.1 million and $2.0 million for the nine months ended September 30, 2010 and 2009, respectively ($1.4 million and $0.7 million for the third quarter ended 2010 and 2009 respectively). Amortization expense is expected to be $5.4 million, $5.6 million, $5.3 million, $5.1 million and $4.8 million for the years 2010 through 2014.

NOTE 8 — ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accounts Payable and Accrued Expenses consists of the following:

		September 30,				December 31,
(in thousands)		2010				2009
Accounts Payable		$	2,821			$	1,114
Income Taxes Payable, Net			4,762				4,853
Payable to Ocwen			805				2,716
Accrued Expenses — General			9,317				8,373
Accrued Salaries and Benefits			9,255				7,136
Total		$	26,960			$	24,192

Other Current Liabilities consists of the following:

		September 30,				December 31,
(in thousands)		2010				2009
Mortgage Charge-Off and Deficiency Collections		$	18			$	2,458
Deferred Revenue			3,125				989
Facility Closure Cost Accrual, Current Portion			209				272
Other			3,366				2,220
Total		$	6,718			$	5,939

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Condensed Consolidated Financial Statements
(continued)

Facility Closure Costs

During 2009, we accrued facility closure costs (included in other current and other non-current liabilities in the Condensed Consolidated Balance Sheet) primarily consisting of lease exit costs (expected to be paid through 2014) and severance for the closure of two facilities. The following table summarizes the activity, all recorded in our Financial Services segment, for the nine months ended September 30, 2010:

(in thousands)		Lease Costs
Balance, December 31, 2009		$	916
Payments			(204	)
Balance, September 30, 2010			712
Less: Long-Term Portion			503
Facility Closure Cost Accrual, Current Portion		$	209

We do not expect additional significant costs related to the closure of these facilities.

NOTE 9 — EQUITY BASED COMPENSATION

We provide stock-based awards as a form of compensation for certain employees and officers. We have issued stock-based awards in the form of stock options and restricted stock units. We recorded total stock compensation expense of $2.1 million for the nine months ended September 30, 2010 ($1.2 million for the quarter). The compensation expense is included in Selling, General and Administrative Expenses in the accompany Condensed Consolidated Statements of Operations.

During the nine months ended September 30, 2010, the Company granted 0.9 million stock options with exercise prices ranging between $22.00 and $25.00 per share depending on the grant date. The vesting schedule for the options has a time-based component, in which 25% of the options vest in equal increments over four years, and a market-based component, in which up to 75% of the options could vest in equal increments over three years commencing upon the achievement of certain performance criteria related to our stock price and the annualized rate of return to investors. Two-thirds of the market-based options would begin to vest over three years if the stock price realizes a compounded annual gain of at least 20% over the exercise price, so long as the stock price is at least double the exercise price. The remaining third of the market-based options would begin to vest over three years if the stock price realizes a 25% gain, so long as the stock price is at least triple the exercise price.

The fair value of the time-based options was determined using the Black-Scholes options pricing model while a lattice (binomial) model was used to determine the fair value of the market-based options using the following assumptions as of the grant date:

		Black-Scholes				Binomial
Risk-free Interest Rate			2.82% — 3.20	%			0.02% — 3.66	%
Expected Stock Price Volatility			48	%			52	%
Expected Dividend Yield			—				—
Expected Option Life (in years)			7				—
Contractual Life (in years)			—				10
Fair Value		$	11.71 — $13.00			$10.05 and $12.35

As of September 30, 2010, estimated unrecognized compensation costs related to share-based payments amounted to $9.4 million which we expect to recognize over a weighted-average remaining requisite service period of approximately 3.5 years.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Condensed Consolidated Financial Statements
(continued)

The following table summarizes activity of our stock options:

						Weighted				Weighted Average
						Average				Contractual				Aggregate
		Number of				Exercise				Term				Intrinsic Value
		Options				Price				(in years)				(in thousands)
Outstanding at December 31, 2009			3,190,639			$	9.90
Granted			907,500				23.54
Exercised			(298,166	)			10.08
Forfeited			(209,042	)			12.24
Outstanding at September 30, 2010			3,590,931				13.21				7.4			$	64,401
Exercisable at September 30, 2010			1,175,296			$	9.79				5.3			$	25,087

Restricted Shares

The following table summarizes activity of our restricted shares

						Weighted
						Average
		Restricted				Grant Date
		Shares				Fair Value
Outstanding at December 31, 2009			3,236			$	18.00
Granted			—				—
Forfeited			—				—
Vested			(3,236	)		$	18.00
Outstanding at September 30, 2010			—				—

Stock Repurchase Authorization

On May 19, 2010, our shareholders authorized us to purchase up to 3,784,618 shares of our common stock in the open market. During the third quarter of 2010, we purchased 86,098 shares of our common stock on the open market at an average price of $26.81, leaving 3,698,520 shares still available for purchase. Subsequently, during October 2010, we purchased an additional 65,317 shares. As of October 25, 2010, we have repurchased a total of 151,415 shares at an average share price of $26.39.

NOTE 10 — COST OF REVENUE

Cost of revenue principally includes payroll and employee benefits associated with personnel employed in customer service and operations roles, fees paid to external providers related to provision of services, reimbursable expenses, technology and telephony expenses as well as depreciation and amortization of operating assets. The components of cost of revenue were as follows for the periods ended September 30, 2010 and 2009:

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Condensed Consolidated Financial Statements
(continued)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(in thousands)		2010				2009				2010				2009
Compensation and Benefits		$	15,828			$	13,735			$	45,518			$	39,612
Outside Fees and Services			15,311				10,550				41,092				31,502
Reimbursable Expenses			13,369				5,680				33,040				9,009
Technology and Communications			4,139				3,488				12,099				11,682
Total		$	48,647			$	33,453			$	131,749			$	91,805

NOTE 11 — SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses include payroll, employee benefits, occupancy and other costs associated with personnel employed in executive, sales, marketing, human resources, consumer behavior, internal audit and finance roles. This category also includes professional fees, depreciation and amortization on non-operating assets. The components of selling, general and administrative expenses were as follows for the periods ended September 30, 2010 and 2009:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(in thousands)		2010				2009				2010				2009
Compensation and Benefits		$	5,251			$	521			$	13,256			$	4,307
Professional Services			1,812				4,158				5,869				7,514
Occupancy Related Costs			4,733				1,976				10,845				6,086
Amortization of Intangible Assets			1,450				668				4,089				2,004
Other			1,750				3,742				6,109				7,305
Total		$	14,996			$	11,065			$	40,168			$	27,216

NOTE 12 — OTHER INCOME (EXPENSE), NET

Other Income (Expense), net consists of the following:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(in thousands)		2010				2009				2010				2009
Interest Expense, net		$	(26	)		$	(192	)		$	(65	)		$	(1,601	)
Other, net			724				2,738				731				2,756
Total		$	698			$	2,546			$	666			$	1,155

Through the date of Separation, Interest Expense (net) included an interest charge from Ocwen which represented an allocation of Ocwen’s total interest expense calculated based on our assets in comparison to Ocwen’s total assets. This charge was $1.3 million for the nine months ending September 30, 2009 ($0.2 million for the third quarter). Subsequent to the date of Separation, we are no longer subject to the interest charge from Ocwen.

NOTE 13 — INCOME TAXES

For periods prior to the Separation Date, we are included in Ocwen’s tax returns. Our responsibility with respect to these periods is governed by a tax sharing agreement. In accordance with this agreement, U.S. income taxes were allocated as if they had been calculated on a separate company basis except that benefits for any net operating losses will be provided to the extent such loss is

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Condensed Consolidated Financial Statements
(continued)

utilized in the consolidated U.S. federal tax return. The provision for income taxes prior to the Separation Date has been determined on a pro-forma basis as if we had filed separate income taxes under our current structure for the periods presented.

The Company revised its estimated effective tax rate related to 2010 operations for the full year to 12.5% in the second quarter of 2010. The revised estimate was due to the receipt of a favorable ruling in June 2010 regarding the treatment of certain intangibles that exist for purposes of determining the Company’s taxable income. The ruling is retroactive to the Separation Date. As a result of the ruling, the Company recognized a $3.4 million credit attributable to 2009 in the second quarter 2010 which is not included in the estimate of the full year effective tax rate. Income tax provision on income before income tax differs from amounts that would be computed by applying the Luxembourg federal corporate income tax rate of 28.6% primarily because of the effect of enacted tax statutes in multiple jurisdictions, the treatment of intangibles for tax purposes and differing tax rates outside of Luxembourg. This ruling did not have a material impact on our deferred tax assets or liabilities.

The Distribution was intended to be a tax-free transaction under Section 355 of the Internal Revenue Code (the “Code”). To the extent Ocwen recognizes tax under Section 355 of the Code, Altisource has agreed to indemnify Ocwen. We do not believe we have a material obligation under this indemnity as separately Ocwen recognized substantially all of the gain it has in the assets that comprise Altisource as a result of the restructuring in accordance with other provisions of the Code.

NOTE 14 — EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the assumed conversion of all dilutive securities. On August 10, 2009, the Distribution by Ocwen was completed to the Ocwen stockholders of one share of Altisource common stock for every 3 shares of Ocwen common stock held as of August 4, 2009. In addition, holders of Ocwen’s 3.25% Contingent Convertible Unsecured Senior Notes due 2024 received one share of Altisource common stock deemed held on an as if converted basis. For such notes, the conversion ratio of 82.1693 shares of Ocwen common stock for every $1,000 in aggregate principal amount of notes held on August 4, 2009 was calculated first, and then we applied the distribution ratio of one share of Altisource common stock for every three shares of Ocwen common stock on an as converted basis to determine the number of shares each note holder received.

Basic and diluted earnings per share for the three and nine months ended September 30, 2010 and 2009 are calculated as follows:

						Three Months Ended												Three Months Ended
						September 30, 2010												September 30, 2009
						Weighted												Weighted
						Ave.												Ave.
(in thousands, except per share amounts)		Income				Shares				Per Share				Income				Shares				Per Share
Basic		$	9,832				25,318			$	0.39			$	8,644				24,050			$	0.36
Effect of Dilutive Securities:
Stock Options			—				1,226								—				253
Diluted		$	9,832				26,544			$	0.37			$	8,644				24,303			$	0.36
						Nine Months Ended												Nine Months Ended
						September 30, 2010												September 30, 2009
						Weighted												Weighted
						Ave.												Ave.
(in thousands, except per share amounts)		Income				Shares				Per Share				Income				Shares				Per Share
Basic		$	32,485				25,080			$	1.30			$	20,098				24,050			$	0.84
Effect of Dilutive Securities:
Stock Options			—				1,085								—				253
Restricted Stock			—				3								—				—
Diluted		$	32,485				26,168			$	1.24			$	20,098				24,303			$	0.83

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Condensed Consolidated Financial Statements
(continued)

A total of 0.2 million options that were anti-dilutive have been excluded from the computation of diluted EPS for the three and nine months ended September 30, 2010. These options were anti-dilutive because their exercise price was greater than the average market price of our stock. Also, excluded from the computation of diluted EPS in both 2010 periods are 0.7 million options granted for shares that are issuable upon the achievement of certain market and performance criteria related to our stock price and an annualized rate of return to investors that have not been met at this point.

NOTE 15 — SEGMENT REPORTING

Our business segments reflect the internal reporting that we use to evaluate operating performance and to assess the allocation of our resources by our Chief Executive Officer.

Our segments are based upon our organizational structure which focuses primarily on the services offered.

We classify our businesses into three reportable segments. Mortgage Services consists of mortgage portfolio management services that span the mortgage lifecycle. Financial Services principally consists of unsecured asset recovery and customer relationship management. Technology Products consists of modular, comprehensive integrated technological solutions for loan servicing, vendor management and invoice presentment as well as providing infrastructure support. In addition, our Corporate Items and Eliminations segment prior to the Separation Date includes eliminations of transactions between the reporting segments as well as expenditures recognized by us related to the Separation. Subsequent to the Separation Date, in addition to the previously mentioned items, this segment also includes costs recognized by us related to corporate support functions such as finance, legal, human resources and consumer behavior.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Condensed Consolidated Financial Statements
(continued)

Financial information for our segments is as follows:

		Three Months Ended September 30, 2010
														Corporate Items and				Consolidated
(in thousands)		Mortgage Services				Financial Services				Technology Products				Eliminations(1)				Altisource
Revenue		$	53,933			$	14,529			$	12,963			$	(3,845	)		$	77,580
Cost of Revenue			33,119				12,134				7,239				(3,845	)			48,647
Gross Profit			20,814				2,395				5,724				—				28,933
Selling, General and Administrative Expenses			4,187				4,404				1,610				4,795				14,996
Income (Loss) from Operations			16,627				(2,009	)			4,114				(4,795	)			13,937
Other Income (Expense), net			687				(9	)			(24	)			44				698
Income (Loss) Before Income Taxes		$	17,314			$	(2,018	)		$	4,090			$	(4,751	)		$	14,635
Transactions with Related Parties Included Above:
Revenue		$	34,765			$	34			$	4,660			$	—			$	39,459
Selling, General and Administrative Expenses		$	—			$	—			$	—			$	223			$	223

		Nine Months Ended September 30, 2010
														Corporate Items and				Consolidated
(in thousands)		Mortgage Services				Financial Services				Technology Products				Eliminations(1)				Altisource
Revenue		$	137,803			$	45,642			$	37,422			$	(10,966	)		$	209,901
Cost of Revenue			84,622				37,538				20,555				(10,966	)			131,749
Gross Profit			53,181				8,104				16,867				—				78,152
Selling, General and Administrative Expenses			10,683				11,997				4,040				13,448				40,168
Income (Loss) from Operations			42,498				(3,893	)			12,827				(13,448	)			37,984
Other Income (Expense), net			649				(38	)			(45	)			100				666
Income (Loss) Before Income Taxes		$	43,147			$	(3,931	)		$	12,782			$	(13,348	)		$	38,650
Transactions with Related Parties Included Above:
Revenue		$	90,749			$	110			$	13,635			$	—			$	104,494
Selling, General and Administrative Expenses		$	—			$	—			$	—			$	811			$	811

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Condensed Consolidated Financial Statements
(continued)

		Three Months Ended September 30, 2009
														Corporate Items and				Consolidated
(in thousands)		Mortgage Services				Financial Services				Technology Products				Eliminations(1)				Altisource
Revenue		$	29,141			$	15,837			$	12,451			$	(3,365	)		$	54,064
Cost of Revenue			17,262				12,635				5,582				(2,026	)			33,453
Gross Profit			11,879				3,202				6,869				(1,339	)			20,611
Selling, General and Administrative Expenses			1,238				6,802				1,084				1,941				11,065
Income (Loss) from Operations			10,641				(3,600	)			5,785				(3,280	)			9,546
Other Income (Expense), net			52				2,469				(51	)			76				2,546
Income (Loss) Before Income Taxes		$	10,693			$	(1,131	)		$	5,734			$	(3,204	)		$	12,092
Transactions with Related Parties Included Above:
Revenue		$	20,963			$	28			$	5,044			$	—			$	26,035
Selling, General and Administrative Expenses		$	531			$	85			$	294			$	(388	)		$	522
Interest Expense		$	7			$	147			$	39			$	—			$	193