UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x
þ

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010

2011

OR

¨
o

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

FOR THE TRANSITION PERIOD FROMTO

Commission File Number: 001-34354

Altisource Portfolio Solutions S.A.

(Exact name of registrant as specified in its charter)

Luxembourg 
LuxembourgNot Applicable
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

291, Route d’Arlon

L-1150 Luxembourg

Grand Duchy of Luxembourg

(352) 24 69 79 00

(Address and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Name of each exchange on which registered

Common Stock, $1.00 par value NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  Yeso¨    Noþx

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  Yeso¨    Noþx

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  Yesþx    Noo¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  Yesox    Noo¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein and will not be contained, to the best of the Registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K.ox

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

¨

  

Accelerated filer

 

x

Large accelerated

Non-accelerated filero

 

Accelerated filerþ¨

Non-accelerated filero
(Do  (Do not check if a smaller reporting company)

  

Smaller reporting companyo

¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  Yeso¨    Noþx

The aggregate market value of the voting stock held by nonaffiliates of the registrant as of June 30, 20102011 was $462,059,307$662,418,290 based on the closing share price as quoted on the NASDAQ Global Market on that day and the assumption that all directors and executive officers of the Company, and their families, are affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

The number

As of January 31, 2012, there were 23,405,123 outstanding shares of the Registrant’s common shares outstandingof beneficial interest (excluding 2,007,625 shares held as of January 31, 2011 was 24,880,951.

treasury stock).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement to be filed subsequent to the date hereof with the Commission pursuant to Regulation 14A in connection with the registrant’s 2011 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2010.

2011.

 

 


TABLE OF CONTENTS

Page
      Page 

ITEM 1.

BUSINESS   3  

ITEM 1A.

RISK FACTORS   11  
UNRESOLVED STAFF COMMENTS   1015  

ITEM 2.

PROPERTIES   16  
LEGAL PROCEEDINGS   1316  

ITEM 4.

MINE SAFETY DISCLOSURES   16  
13
13
14

    

ITEM 5.

  
15
   17  

ITEM 6.

SELECTED CONSOLIDATED FINANCIAL DATA   19  
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   1821  

ITEM 7A.

  
44

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA   45  

ITEM 9.

  
46
   8179  

ITEM 9A.

CONTROLS AND PROCEDURES   79  
OTHER INFORMATION   8179  

PART III

    

ITEM 9B. OTHER INFORMATION10.

  81
   8280  

ITEM 11.

EXECUTIVE COMPENSATION   80  
12.

  82
   8280  

ITEM 13.

  
   8280  

ITEM 14.

  
   8280  

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES   81  

   83  
85
Exhibit 10.14
Exhibit 21.1
Exhibit 23.1
Exhibit 23.2
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2


FORWARD-LOOKING STATEMENTS

PART I
ITEM 1.BUSINESS
This Annual Report onForm 10-K and the documentscertain information incorporated herein by reference contain forward-looking statements based on expectations, estimate,within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, future events or our future performance or financial condition. Words such as “anticipate”, “intend”, “expect”, “may”, “could”, “should”, “would”, “plan”, “estimate”, “seek”, “believe” and projections based on the datesimilar expressions are intended to identify such forward-looking statements. Forward-looking statements are not guarantees of this filing. Actualfuture performance and involve a number of assumptions, risks and uncertainties that could cause actual results mayto differ materially. Important factors that could cause actual results to differ materially from those expressedsuggested by the forward-looking statements include, but are not limited to, the risks discussed in forward-looking statements. See Item 1A of Part 1 “Risk Factors”.
Overview
Altisource Portfolio Solutions S.A., together We caution you not to place undue reliance on these forward-looking statements which reflect our view only as of the date of this report. We are under no obligation (and expressly disclaim any obligation) to update or alter any forward-looking statements contained herein to reflect any change in our expectations with its subsidiaries,regard thereto or change in events, conditions or circumstances on which any such statement 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 maximize their returns.
based.

PART I

Except as otherwise indicated or unless the context requires otherwise, requires, “Altisource,“Altisource™,” “we,” “us,” “our” and the “Company” refer to Altisource Portfolio Solutions S.A., a Luxembourg société anonyme, or public limited company, and its wholly-owned subsidiaries.

We are

ITEM 1.BUSINESS

The Company

Altisource Portfolio Solutions S.A., together with its subsidiaries, is a technology enabled global knowledge process provider initiallyof services focused on the entirehigh value, technology-enabled, knowledge-based functions principally related to real estate and mortgage services lifecycleportfolio management, asset recovery and creditcustomer relationship management. We enable our clients to cash lifecycleachieve their goals by leveraging our process management, spaces. During 2010, our first full calendar year as a separate entity, we achieved several milestones:

Recognized revenue of $301.4 million, representing a 49% increase over the year-ended December 31, 2009.
Recognized diluted earnings per share of $1.88 representing a 76% increase over the year-ended December 31, 2009.
Generated $52.8 million of operating cash flow representing on average $0.21 for every dollar of Service Revenue generated.
In addition, we sought to strategically deploy cash generated during 2010 to either facilitate long-term growth or return such cash to shareholders:
Acquired The Mortgage Partnership of America, LLC (“MPA”), 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.
Returned $17.8 million to shareholders through the repurchase of 0.7 million shares.
Expended $11.6 million on capital projects to facilitate the growth of operations, primarily as a result of the growth of the residential loan portfolio of our largest customer Ocwen Financial Corporation (“Ocwen”).
innovative technology, econometrics and consumer behavior practice and high-quality, cost effective global human resources.

We are publicly traded on the NASDAQ Global Select marketMarket 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.

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 date of Separation, our businesses were wholly-owned subsidiaries of Ocwen. On

2011 Achievements

During 2011, we achieved several milestones:

Recognized revenue of $423.7 million, representing a 41% increase over the Separation Date, Ocwen distributed allyear-ended December 31, 2010.

Recognized Service Revenue of $334.8 million representing a 36% increase over the year-ended December 31, 2010.

Recognized diluted earnings per share of $2.77 representing a 47% increase over the year-ended December 31, 2010.

Generated $111.6 million of operating cash flow representing on average $0.33 for every dollar of Service Revenue generated.

In addition, we sought to strategically deploy cash generated during 2011 to either facilitate long-term growth or return such cash to shareholders:

Returned $61.1 million to shareholders through the repurchase of 1.6 million shares under the stock repurchase program at an average price of $37.57 per share.

Expended $16.4 million on capital projects to facilitate the growth of operations, primarily as a result of the Altisource common stock to Ocwen’s shareholders (the “Distribution”). Ocwen’s stockholders received one sharecontinued growth of Altisource common stock for every three sharesthe residential loan servicing portfolio 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.our largest customer.

 

Invested $15.0 million in Correspondent One S.A. (“Correspondent™”), an equity method investment. Correspondent One facilitates the purchase of closed conforming and government guaranteed residential mortgages from approved mortgage bankers. Correspondent One provides members of the Lenders One Mortgage Cooperative (“Lenders One®”), a national alliance of independent mortgage bankers which we manage, additional avenues to sell loans beyond Lenders One’s preferred investor arrangements and the members’ own network of loan buyers.

- 3 -

Acquired Springhouse, LLC (“Springhouse™”) an appraisal management company that utilizes a nationwide panel of appraisers to provide appraisals principally to mortgage originators and real estate managers.


In connection withAcquired the Separation, we entered into various agreements with Ocwenassembled workforce of a sub-contractor (“Tracmail”) in India 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”).performs asset recovery services.

Reportable Segments

We classify our businesses into three reportable segments. Mortgage Services consists of mortgage management services that span the mortgage lifecycle. Financial Services principally consists of unsecured asset recovery and customer relationship management. Technology Services (formerly Technology Products)segments:

Mortgage Services consists of mortgage portfolio management services that span the mortgage lifecycle from origination through real estate owned (REO) asset management and sale;

��

Financial Services principally consists of unsecured asset recovery and customer relationship management; and

Technology Services consists of modular, comprehensive integrated technological solutions for loan servicing, vendor management and invoice presentment and payment as well as providing infrastructure support.

In addition, ourCorporate Items and Eliminations segment includes eliminations of transactions between the reporting segments and also includes costs recognized by us related to corporate support functions such as executive, finance, legal, human resources, vendor management and invoice presentment and payment as well as providing infrastructure support.

six sigma.

We conduct portions of our operations in all 50 states and in three countries outside of the United States.

Mortgage Services

Our Mortgage Services providessegment continues to be the primary driver of growth. This segment generates revenue principally by providing services that loan originators and loan servicers typically outsource to third parties. TheseOur services extend acrossare provided using our national platform and span the lifecycle of a mortgage loan.

Our Mortgage Services segment generates revenue principally by providing outsourced services forare primarily centered on our relationship with Ocwen, orbut we also have longstanding relationships with respect to the residential loan portfolio serviced by Ocwen. During 2010, we achieved significant growth in our Mortgage Services segment primarily driven by the development and execution of default oriented mortgage services over an expanding national platform. In addition, during 2010 Ocwen successfully grew its residential loan portfolio primarily as a resultsome of the acquisitionsleading capital market firms, commercial banks, hedge funds, insurance companies and lending institutions.

Our services typically begin with a default management referral from a customer which results in a pre-foreclosure title search, property inspection services and non-legal back-office support services in connection with managing foreclosures. Upon receipt of an asset management referral after a $6.9 billion servicing portfolio from Saxon Mortgage Services (“Saxon”) in May, 2010property has been foreclosed, we provide REO preservation, REO asset management, REO valuation, REO brokerage, REO closing and a $22.4 billion portfolio from HomEq Servicing, the United States mortgage servicing business from Barclays Bank, (“HomEq”) in September, 2010. AsREO title insurance services.

While our largest customer, this growth in Ocwen’s residential portfolio should facilitate significant growth for us during 2011.

In addition,initial focus has principally been related to default services, we are also committed to developing intoour services to support mortgage originators and correspondent lenders. In February 2010, we acquired the Mortgage Partnership of America, L.L.C. (“MPA™”). MPA is the manager of a full service providernational alliance of community mortgage bankers and correspondent lenders which does business as Lenders One. We believe MPA’s 210 plus member companies originated approximately 8% of the total U.S. residential mortgage originations in 2011. Further, in 2011, we co-formed Correspondent One which once fully operational will provide members of Lenders One additional avenues to sell their loans beyond Lenders One’s preferred investor arrangements and the mortgage services vertical includingmembers’ own network of loan buyers. We anticipate this will result in improved profitability for the provisionmembers and facilitate the sale of our services to mortgage originators. Throughthe members.

In 2011, we reorganized our acquisitionreporting structure within this segment in that certain services originally part of MPAComponent Services and Other are now classified as part of Customer Relationship Management in February 2010 weour Financial Services segment. Following this change, Component Service and Other was renamed Origination Management Services. Prior periods have preferred accessbeen recast to financial institutions which we believe constitutes 6% ofconform to the total residential mortgage origination market. In addition, we signed an agreement with Members United Corporate Federal Credit Union (“Members United”) which gives us access to over 2,000 diverse financial institutions.

current year presentation.

- 4 -


The table below presents revenues for our Mortgage Services segment for the past three annual periods:
             
  For the Years Ended December 31, 
(in thousands) 2010  2009  2008 
             
Revenue:            
Asset Management Services $78,999  $30,464  $1,167 
Component Services and Other  40,473   19,196   11,683 
Residential Property Valuation  33,502   26,800   28,882 
Closing and Title Services  28,056   17,444   13,173 
Default Management Services  23,741   9,194   51 
          
Total Revenue $204,771  $103,098  $54,956 
          
             
Transactions with Related Parties:            
Asset Management Services $78,999  $30,464  $1,161 
Residential Property Valuation  32,525   25,762   27,301 
Closing and Title Services  17,379   13,496   13,173 
Default Management Services  6,752   4,367    
          
Total $135,655  $74,089  $41,635 
          
             
Reimbursable Expenses (included in Revenue)(1):
            
Asset Management Services $41,920  $14,308  $ 
Default Management Services  2,328   1,769    
Closing and Title Services  302       
          
Total $44,550  $16,077  $ 
          

September 30,September 30,September 30,
     For the Years Ended December 31, 

(in thousands)

    2011     2010     2009 

Revenue:

            

Asset Management Services

    $141,486      $78,999      $30,464  

Origination Management Services

     25,566       22,835       3,899  

Residential Property Valuation

     51,785       33,502       26,800  

Closing and Insurance Services

     56,612       28,056       17,444  

Default Management Services

     36,472       23,741       9,194  
    

 

 

     

 

 

     

 

 

 

Total Revenue

    $311,921      $187,133      $87,801  
    

 

 

     

 

 

     

 

 

 

Transactions with Related Parties:

            

Asset Management Services

    $136,685      $78,999      $30,464  

Residential Property Valuation

     48,734       32,525       25,762  

Closing and Insurance Services

     26,733       17,379       13,496  

Default Management Services

     11,032       6,752       4,367  
    

 

 

     

 

 

     

 

 

 

Total

    $223,184      $135,655      $74,089  
    

 

 

     

 

 

     

 

 

 

Reimbursable Expenses (included in Revenue)(1):

            

Asset Management Services

    $76,511      $41,920      $14,308  

Default Management Services

     3,497       2,328       1,769  

Closing and Insurance Services

     116       302       —    
    

 

 

     

 

 

     

 

 

 

Total

    $80,124      $44,550      $16,077  
    

 

 

     

 

 

     

 

 

 

(1)

Reimbursable Expenses include costs we incur that we are able to pass through to our customers without any mark-up.

Asset Management Services. Principally includes property preservation, property inspection, REO asset management and REO brokerage. Asset Management Services has been the largest contributor to Service Revenue growth year to date which reflects an increase in the number of REO sold, the number of REO for which we provide property preservation services and an increase in pre-foreclosure inspection services.

Origination Management Services. Principally includes MPA, our contract underwriting business and our origination fulfillment operations currently under development.

Residential Property Valuation.Valuation Services.We provide our customers with a broad range of traditional appraisal and other valuation services, including broker price opinions, deliveredproducts through our licensed appraisal management company, working with our network of experienced appraisers and our exclusive ordering system. Customers may also order alternative valuation experts with proven track records. Ourproducts through our system and network of real estate professionals. We also offer customers have the ability to outsource all or part of their appraisal and valuation management oversight functions to us taking advantage of our national vendor network and enhanced quality reviews.

us.

Closing and TitleInsurance Services. We provide an array of closing services (e.g., document preparation) and title services (e.g., pre-foreclosure title search, title insurance) applicable to the residential foreclosure process and the sale of residential property. Historically,During 2011, we have focused on closing supportincreasing our referral capture rate in our operational states and rolling out insured title services and un-insured title searches principally around Real Estate Owned (“REO”) sale transactions. During 2010,nationwide, similar to what we began building out our title agency operations nationally in order to be able to expandaccomplished with our title search and insurance footprint.

asset management businesses in 2010.

Default Management Services.We provide non-legal back-office support for foreclosure, bankruptcy and eviction attorneys as well as non-judicial foreclosure services in California and Nevada.trustee services. We do not execute or notarize foreclosure affidavits of debt or lost note affidavits.

Asset Management. Asset management services principally include property preservation, property inspection, REO asset management and REO brokerage. In the first quarter of 2010, we completed our national network for property preservation and REO disposition including our real estate broker referral network.
Component Services and Other. We provide our customers with loan underwriting, quality control, insurance and claims processing, call center services and analytical support. In addition, since February 2010, we have included the operations of MPA within Component Services and Other.

- 5 -


Financial Services

Our Financial Services segment provides collection and customer relationship management services primarily to debt originators (e.g., credit card, auto loans, retail credit)credit, mortgages) and the utility industry.

We generate the majority of our revenue in Financial Services from contingent collection activity on behalf of third parties. Forand insurance industries. Our leadership team for this segment we areis focused on expansion ofdisciplined floor management, delivering more services over our global delivery platform, developmentexpanding our quality and analytical initiatives and investing in new technology. Our global delivery platform consists of an enhanced technology platform and reduced cost structure.
highly trained specialists in various geographic regions.

The following table represents revenues for our Financial Services segment for the past three annual periods:

             
  For the Years Ended December 31, 
(in thousands) 2010  2009  2008 
             
Revenue:            
Asset Recovery Management $48,050  $51,019  $62,771 
Customer Relationship Management  11,929   13,415   11,064 
          
Total Revenue $59,979  $64,434  $73,835 
          
             
Transactions with Related Parties:            
Asset Recovery Management $166  $98  $1,181 
          
             
Reimbursable Expenses (included in Revenue)(1):
            
Asset Recovery Management $2,899  $  $ 
          

September 30,September 30,September 30,
     For the Years Ended December 31, 

(in thousands)

    2011     2010     2009 

Revenue:

            

Asset Recovery Management

    $39,321      $48,050      $51,019  

Customer Relationship Management

     31,860       29,567       28,712  
    

 

 

     

 

 

     

 

 

 

Total Revenue

    $71,181      $77,617      $79,731  
    

 

 

     

 

 

     

 

 

 

Transactions with Related Parties:

            

Asset Recovery Management

    $266      $166      $98  
    

 

 

     

 

 

     

 

 

 
    $266      $166      $98  
    

 

 

     

 

 

     

 

 

 

Reimbursable Expenses (included in Revenue)(1):

            

Asset Recovery Management

    $1,950      $2,899      $—    
    

 

 

     

 

 

     

 

 

 

(1)

Reimbursable Expenses include costs we incur that we are able to pass through to our customers without any mark-up.

Asset Recovery Management.We provide post-charge-off consumer debt collection (e.g., credit cards, auto loans, second mortgages) on a contingent fee basis where we are paid a percentage of the cash collected.

recovered debt.

Customer Relationship Management.We provide customer care (e.g., connects/disconnects for utilities) and early stage collections services for which we are generally compensated on a per-call, per-person or per-minute basis.

In addition, we provide insurance and claims processing, call center services and analytical support for which we are paid based upon the number of employees utilized.

Technology Services

Technology Services comprises our REALSuiteof applications as well as our IT infrastructure services. We only provide our IT infrastructure services to Ocwen and ourselves.

In 2011, we began to report our Consumer Analytics group within Technology Services. Previously this group was included in Corporate.

Effective January 1, 2011, we modified our pricing for IT Infrastructure Services within our Technology Services segment from a model based principally on a rate card to a fully loaded costs plus mark-up methodology. This model applies to the infrastructure amounts charged to Ocwen as well as internal allocations of infrastructure costs.

Our Technology Services segment is primarily focused on (i) supporting the growth of Mortgage Services and Ocwen. In addition, Technology Services is assisting in the cost reduction and quality initiatives on-going within the Financial Services and Ocwen, (ii) developing technology solutions to facilitate delivery of services for Lenders One and Members United and (iii) commercializing our service offerings to expand their applicability.

segment.

- 6 -


The following table presents revenues for our Technology Services segment for the past three annual periods:
             
  For the Years Ended December 31, 
(in thousands) 2010  2009  2008 
             
Revenue:            
REALSuite $31,214  $25,784  $20,463 
IT Infrastructure Services  20,799   21,669   24,820 
          
Total Revenue $52,013  $47,453  $45,283 
          
             
Transactions with Related Parties(1):
            
REALSuite $11,226  $9,899  $9,134 
IT Infrastructure Services  7,941   10,811   26,012 
          
Total $19,167  $20,710  $35,146 
          
(1)Includes revenue earned from other segments related to RealSuite and IT infrastructure services of $1.8 million and $13.7 million, respectively in 2008.

September 30,September 30,September 30,
     For the Years Ended December 31, 

(in thousands)

    2011     2010     2009 

Revenue:

            

REALSuite

    $34,926      $31,214      $25,784  

IT Infrastructure Services

     21,168       20,799       21,669  
    

 

 

     

 

 

     

 

 

 

Total Revenue

    $56,094      $52,013      $47,453  
    

 

 

     

 

 

     

 

 

 

Transactions with Related Parties:

            

REALSuite

    $13,253      $11,226      $9,899  

IT Infrastructure Services

     8,559       7,941       10,811  
    

 

 

     

 

 

     

 

 

 
    $21,812      $19,167      $20,710  
    

 

 

     

 

 

     

 

 

 

The REALSuite platform includesprovides a comprehensive, modular based technology suitefully integrated set of applications and technologies that primarily consists ofmanage the end-to-end lifecycle for residential and commercial and residential servicing platforms, a vendorincluding the automated management system and an invoice presentment and payment system.of a distributed network of vendors. A brief description of key offerings within ourcomponents of the REALSuite is provideddescribed below:

REALServicing® — an enterprise residential mortgage loan servicing product that offers an efficient and effective platform for loan servicing including default administration. This technology solution features automated workflows, scriptinga dialogue engine and robust reporting capabilities. The solution spans the loan administrationservicing cycle from loan boarding to satisfaction including all collections, payment processing and reporting. We also offer REALSynergy®, an enterprise commercial loan servicing system.

REALTrans® — a patented electronic business-to-business exchange that automates and simplifies the ordering, tracking and fulfilling of mortgage and other services.vendor provided services principally related to mortgages. This technology solution, whether web-based or integrated into a servicing system, connects multiple service providers through a single platform and forms an efficient method for managing a large scale network of vendors.

REALRemit® — a patented electronic invoice presentmentinvoicing and payment system that provides vendors with the ability to submit invoices electronically for payment and to have invoice payments deposited directly to their respective bank accounts.

IT Infrastructure Services.We provide a full suite of IT services (e.g., desktop applications,management, application support, network management, telephony, help desk) throughdata center management, disaster recovery, helpdesk and infrastructure security) for which we perform remote management of IT functions internally and for Ocwen.

Corporate Items and Eliminations

Corporate items principallyItems and Eliminations includes expenditureseliminations of transactions between the reporting segments and this segment also includes costs recognized by us related to corporate support functions such as executive, finance, legal, human resources, riskvendor management and consumer behavior.six sigma. Prior to the date of Separation, Date, this segment included eliminations of transactions between the reporting segments as well as expenditures recognized by us related to the Separation.

Customers

As

We provide services to some of year-end, our active client base includedthe most respected organizations in their industries, including one of the U.S.’ largest sub-prime servicers, utility companies, primarily incommercial banks, servicers, investors, mortgage bankers, financial service companies and hedge funds across the financial services, consumer products and services, utilities, government, real estate services and mortgage servicing sectors.

U.S.

- 7 -


Our three largest customers in 20102011 accounted for 68%71% of our total revenue. Our largest customers includecustomer is Ocwen American Express Company (“American Express”) and Assurant, Inc (“Assurant”) which accounted for 51%, 8% and 9%, respectively,58% of Altisource’s total revenue in 2010.
2011. During 2011, Ocwen remains our largest customer. successfully grew its residential loan servicing portfolio primarily through acquisitions to $102.2 billion in unpaid principal balances as of December 31, 2011. In October 2011, Ocwen announced it had entered into a definitive agreement to acquire a portfolio from a subsidiary of Morgan Stanley Mortgage Capital Holdings, LLC which would result in a net gain of approximately $16.0 billion in unpaid principal balance (the “Saxon” portfolio). In November 2011, Ocwen entered into an agreement with JPMorgan Chase, N.A. (“JPMCB”) to acquire a portfolio of $15.0 billion in unpaid principal balance. Both of these transactions are expected to board in the first half of 2012. Additionally, Ocwen continues to evaluate additional servicing portfolio acquisitions.

Following the date of Separation, Ocwen is contractually obligated to purchase certain Mortgage Services and Technology Services from us under service agreements. These agreements extend until August 2017 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

With respect to Ocwen, because such services are charged torelated party revenues consist of revenues earned directly from Ocwen and revenues earned from the mortgagee and/orloans serviced by Ocwen when Ocwen determines the investor andservice provider. We earn additional revenue on the loan portfolios serviced by Ocwen that are not expensesconsidered related party revenues as Ocwen does not have the ability to Ocwen. Ocwen, or services derived from Ocwen’s loan servicing portfolio, asdecide the service provider. As a percentage of each of our segment revenues and as a percentage of consolidated revenues, related party revenue was as follows for the year ended December 31:

         
  For the Years Ended December 31, 
  2010  2009 
         
Mortgage Services  66%  72%
Technology Services  37   44 
Financial Services  < 1   < 1 
Consolidated Revenues  51%  47%

September 30,September 30,September 30,
     For the Years Ended December 31, 
     2011  2010  2009 

Mortgage Services

     72  73  84

Technology Services

     39    37    44  

Financial Services

     < 1    < 1    < 1  

Consolidated Revenues

     58  51  47

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; orand prices being charged by our competitors.

Sales and Marketing

We have experienced sales personnel and relationship managers with subject matter expertise for each of our primary services.expertise. These individuals maintain relationships throughout the industry sectors we serve and play an important role in generating new client leads as well as identifying opportunities to expand our services with existing clients. Additional leads are also generated through request for proposal processes from key industry participants. Our sales team works collaboratively and is compensated principally with a base salary and commission for sales generated.

From a sales and marketing perspective, our primary focus is supporting the growth of our largest customer, Ocwen, and on expanding relationships with existing customersMPA members and targeting new customers that could have a material positive impact on our results of operations. Given the highly concentrated nature of the industries that we serve, the time and effort spent in expanding relationships or winning new relationships is significant.

Intellectual Property

We rely on a combination of contractual restrictions, internal security practices, patents, trademarks, copyrights, trade secrets and other intellectual property to establish and protect our software, technology and expertise. We also own or, as necessary and appropriate, have obtained licenses from third parties to intellectual property relating to our services, processes and business. These intellectual property rights are important factors in the success of our businesses.

As of December 31, 2011, we have been awarded one patent that expires in 2023 and three patents that expire in 2024. The U.S. Patent Office has also notified us of the allowance of a pending U.S. Patent Application. In addition, Altisource has registered trademarks or recently filed applications for registration of trademarks in a number of countries or groups of countries including the United States, the European Community, India and in eleven other countries or groups of countries. These trademarks generally can be renewed indefinitely.

We actively protect our rights and intend to continue our policy of taking all measures we deem reasonable and necessary to develop and protect our patents, copyrights, trade secrets, trademarks and other intellectual property rights.

As of December 31, 2010, we held two patents that expire in 2024

Industry and 2025, respectively. In addition, Altisource has registered trademarks or recently filed applications for registration of trademarks in a number of countries or groups of countries including the United States the European Community, India and in twelve other countries or groups of countries. These trademarks generally can be renewed indefinitely.

Competition

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Competition
The industry verticals in which we engage are highly competitive and generally consist of a few national vendors as well as a large number of regional or in-house providers resulting in a fragmented market with disparate service offerings. From an overall perspective, we compete with the global business process outsourcing firms such as Genpact Limited, WNS (Holdings) Limited and ExlService Holdings, Inc.firms. Our Mortgage Services segment competes with national and regional third party service providers and in-house servicing operations of large mortgage lenders and servicers. Our Financial Services segment competes with other large receivables management companies as well as a fragmented group of smaller companies and law firms focused on collections. Our Technology Services segment competes with third party data processing and software development companies.

Given the diverse nature of services that we and our competitors offer, we cannot determine our position in the market with certainty, but we believe that we represent only a small portion of very large sized markets. Given our size, some of our competitors may offer more diversified services, operate in broader geographic markets or have greater financial resources than we do. In addition, some of our larger customers retain multiple providers and continuously evaluate of our performance against our competitors.

Competitive factors in our Mortgage Services business include the quality and timeliness of our services, the size and competence of our network of vendors and the breadth of the services we offer. For Financial Services, competitive factors include the ability to achieve a collection rate comparable to our competitors; the quality and personal nature of the service; the consistency and professionalism of the service and the recruitment, training and retention of our workforce. Competitive factors in our Technology Services business include the quality of the technology-based application or service; application features and functions; ease of delivery and integration; our ability to maintain, enhance and support the applications or services and coststhe cost of obtaining, maintaining and enforceabilityenforcing of our patents.

Employees

As of December 31, 2010,2011, we had the following number of employees:

                 
              Consolidated 
  United States  India  Other  Altisource 
                 
Mortgage Services  92   1,832   29   1,953 
Financial Services(1)
  655   463      1,118 
Technology Services  19   506      525 
Corporate  23   210   35   268 
             
Total Employees  789   3,011   64   3,864 
             
(1)We also have an outsource agreement with an unrelated third-party that has approximately 625 employees in India supporting the assignment.

September 30,September 30,September 30,September 30,
     United States     India     Other     Consolidated
Altisource
 

Mortgage Services

     228       2,853       4       3,085  

Financial Services

     593       1,678       —         2,271  

Technology Services

     47       552       —         599  

Corporate

     46       341       65       452  
    

 

 

     

 

 

     

 

 

     

 

 

 

Total Employees

     914       5,424       69       6,407  
    

 

 

     

 

 

     

 

 

     

 

 

 

We have not experienced any work stoppages, and we consider our relations with employees to be good. We believe that our future success will depend, in part, on our ability to continue to attract, hire and retain skilled and experienced personnel.

Seasonality

Our revenues are seasonal. More specifically, Financial Services revenue tends to be higher in the first half of the year, particularly the first quarter, as borrowers may utilize tax refunds and bonuses to pay debts.debts, and generally declines throughout the rest of the year. Mortgage Services revenue is impacted by propertyREO sales which tend to be at their lowest level during fall and winter months and highest during spring and summer months.

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Government Regulation

Our business isbusinesses are subject to extensive regulationlaws and regulations by federal, state and local governmental authorities including the Federal Trade Commission, and the state agencies that license our mortgage services, collection entities and collection entities.the SEC. We also must comply with a number of federal, state and local consumer protection laws including, among others, the Dodd-Frank Act Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), the Gramm-Leach-Bliley Act, the Fair Debt Collection Practices Act, the Real Estate Settlement Procedures Act (“RESPA”), the Truth in Lending Act (“TILA”), the Fair Credit Reporting Act, the Homeowners Protection Act and the SAFE Act. These requirements can and do change as statutes and regulations are enacted, promulgated or amended.

One such recently enacted regulation is the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). The Dodd-Frank Act is extensive and includes reform of the regulation and supervision of financial institutions, as well as the regulation of derivatives, capital market activities and consumer financial services. Included in the Dodd Frank Act, among other things, is the creation of the Consumer Financial Protection Bureau, a new federal entity responsible for regulating consumer financial services and products. Title XIV of the Dodd-Frank Act contains the Mortgage Reform and Anti-Predatory Lending Act (“Mortgage Act”). The Mortgage Act imposes a number of additional requirements on lenders and servicers of residential mortgage loans by amending and expanding certain existing regulations. In some cases, penalties for noncompliance are significantly increased and could lead to settlements or consent orders on us or our customers that may curtail or restrict the business as it is currently conducted. The Mortgage Act generally requires that implementing regulations be issued before many of its provisions are effective. Therefore, many of these provisions in the Mortgage Act will not be effective until 2013 or early 2014.

We are subject to certain federal, state and local consumer protection provisions. We are also subject to licensing and regulation as a mortgage service provider and/or debt collector in a number of states. We are subject to audits and examinations that are conducted by the states. Our employees may be required to be licensed by various state commissions for the particular type of service delivered and to participate in regular continuing education programs. From time to time, we receive requests from state and other agencies for records, documents and information

regarding our policies, procedures and practices regarding our mortgage services and debt collection business activities. We are also subject to the requirements of the Foreign Corrupt Practices Act and comparable foreign laws, due to our activities in foreign jurisdictions. We incur ongoing costs to comply with governmental laws and regulations.

Available Information

We file annual, quarterly and current reportsAnnual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information with the Securities and Exchange Commission (“SEC”). These filings are available to the public over the Internet at the SEC’s web site athttp://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room located at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1 800-SEC-0330 for further information on the public reference room.

Our principal Internet address iswww.altisource.com and we encourage investors to use it as a way of easily finding information about us. We promptly make available on this website, free of charge, the reports that we file or furnish with the SEC, corporate governance information (including our Code of Business Conduct and Ethics) and select press releases. The contents of our website are available for informational purposes only and shall not however, a part ofbe deemed incorporated by reference in this report.

ITEM 1A.RISK FACTORS

The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair our business operations. If any of the following risks actually occur, our business, operating results and financial condition could be materially adversely affected.

Risks Related to Our ability to grow is affected by our ability to retainBusiness and expand our existing client relationships and our ability to attract new customers.

Our ability to grow is affected by our ability to retain and expand our existing client relationships and our ability to attract new customers. Our ability to retain existing customers and expand those relationships is subject to a number of risks including the risk that we do not:
maintain or improve the quality of services that we provide to our customers;
maintain or improve the level of attention expected by our customers; and
successfully leverage our existing client relationships to sell additional services.
If our efforts to retain and expand our client relationships and to attract new customers do not prove effective, it could have a material adverse effect on our business and results of operations.

Industry

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Our continuing relationship with Ocwen may inhibit our ability to obtain and retain other customers that compete with Ocwen.

As of December 31, 2010,2011, our chairman owns or controls more than 15%13% of Ocwen’s common stock and 25%23% of our common stock. We derived 51%58% of our revenues in 20102011 from Ocwen or the loan servicing portfolio managed by Ocwen. Given this close and continuing relationship with Ocwen, we may encounter difficulties in obtaining and retaining other customers who compete with Ocwen. Should these and other potential customers continue to view Altisource as part of Ocwen or as too closely related to or dependent upon Ocwen, they may be unwilling to utilize our services, and our growth could be inhibited as a result.

We are dependent on certain key customer relationships, the loss of or their inability to pay could reduceaffect our revenues.business and results of operations.

We currently generate approximately 51%58% of our revenue from Ocwen. Following the Separation, Ocwen is contractually obligated to purchase certain services from our Mortgage Services and Technology Services from ussegments under service agreements that extend for eight years from the date of Separation Date subject to termination under certain provisions.

Our largest Financial Services customer is American Express which accounted for 8% of our consolidated 2010 revenues. Our relationship with American Express is governed by an agreement that generally sets out the guidelines on which we will provide services although each assignment from American Express is separately agreed to by American Express. American Express is not contractually obligated to continue to use our services at historical levels or at all, and the relationship is terminable by American Express by giving 30 days prior written notice to us.
Assurant accounted for 9% of our 2010 revenue contributing to both our Mortgage Services and Technology Services segments. Our relationship with Assurant is governed by five year agreements that establish minimum service and pricing levels and generally are not terminable except in certain circumstances.

While no other individual client represents more than 10% of our consolidated revenues, we are exposed to customer concentration. Most of our customers are not contractually obligated to continue to use our services at historical levels or at all. The loss of any of these key customers or their failure to pay us could reduce our revenues and adversely affect results of operations.

Our business is subject to substantial competition.

The markets for our services are very competitive. Our competitors vary in size and in the scope and breadth of the services they offer. We compete for existing and new customers against both third parties and the in-house capabilities of our customers. Some of our competitors have substantial resources and some have widely used technology platforms that they seek to use as a competitive advantage to drive sales of other products and services. In addition, we expect that the markets in which we compete will continue to attract new competitors and new technologies. These new technologies may render our existing technologies obsolete, resulting in operating inefficiencies and increased competitive pressure. There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressures we face in the markets in which we operate will not materially adversely affect our business, financial condition and results of operations.

Our intellectual property rights are valuable and any inability to protect them could reduce the value of our services.

Our patents, trademarks, trade secrets, copyrights and other intellectual property rights are important assets. The efforts we have taken to protect these proprietary rights may not be sufficient or effective. The unauthorized use of our intellectual property or significant impairment of our intellectual property rights could harm our business, make it more expensive to do business or hurt our ability to compete. Protecting our intellectual property rights is costly and time consuming.

Although we seek to obtain patent protection for our innovations, it is possible we may not be able to protect some of these innovations. Changes in patent law, such as changes in the law regarding patentable subject matter, can also impact our ability to obtain patent protection for our innovations. In addition, given the costs of obtaining patent protection, we may choose not to protect certain innovations that later turn out to be important. Furthermore, there is always the possibility, despite our efforts, that the scope of the protection gained will be insufficient or that an issued patent may be deemed invalid or unenforceable.

Technology failures could damage our business operations and increase our costs.

System disruptions or failures may interrupt or delay our ability to provide services to our customers. Any sustained and repeated disruptions in these services may have an adverse impact on our results of operations.

The secure transmission of confidential information over the Internet is essential to maintaining consumer confidence. Security breaches and acts of vandalism could result in a compromise or breach of the technology that we use to protect our customers’ personal information and transaction data and could result in the assessment of penalties. Furthermore, Congress or individual states could enact new laws regulating electronic commerce that could adversely affect us and our results of operations.

Our technology solutions have a long sale cycle and are subject to development and obsolescence risks.

Many of our services in the Technology Services segment are based on sophisticated software and computing systems with long sales cycles. We may encounter delays when developing new technology solutions and services. We may experience difficulties in installing or integrating our technologies on platforms used by our customers. Further, defects in our technology solutions, errors or delays in the processing of electronic transactions, or other difficulties could result in interruption of business operations, delay in market acceptance, additional development and remediation costs, loss of customers, negative publicity or exposure to liability claims. Any one or more of the foregoing occurrences could have a material adverse effect on our business, financial condition or results of operations.

Our business is subject to extensive regulation, and failure to comply with existing or new regulations may adversely impact us.

Our business is subject to extensive regulation by federal, state and local governmental authorities including the Federal Trade Commission, the state agencies that license certain of our mortgage related services and collection services and the SEC. We also must comply with a number of federal, state and local consumer protection laws including, among others, the Gramm-Leach-Bliley Act, the Fair Debt Collection Practices Act, the Real Estate

Settlement Procedures Act, the Truth in Lending Act, the Fair Credit Reporting Act, the Homeowners Protection Act, the SAFE Act, the Mortgage Act and the Foreign Corrupt Practices Act. These requirements can and do change as statutes and regulations are enacted, promulgated or amended.

The ongoing economic uncertainty and troubled housing market have resulted in increased regulatory scrutiny of all participants involved in the mortgage industry. This scrutiny has included federal and state governmental agency review of all aspects of the mortgage lending and servicing industries, including an increased legislative and regulatory focus on consumer protection practices. One such recently enacted regulation is the Dodd-Frank Act (see further description inItem 1. Business, Government Regulation section above). In some cases, penalties for noncompliance are significantly increased and could lead to settlements or consent orders on us or our customers that may curtail or restrict the business as it is currently conducted.

We are subject to additional certain federal, state and local consumer protection provisions. We also are subject to licensing and regulation as a mortgage services provider, valuation provider, appraisal management company, asset manager, property manager, title insurance agency, real estate broker and/or debt collector in a number of states. We are subject to audits and examinations that are conducted by the states in which we do business. Our employees and subsidiaries may be required to be licensed by various state commissions for the particular type of service sold and to participate in regular continuing education programs. From time to time, we receive requests from state and other agencies for records, documents and information regarding our policies, procedures and practices for our mortgage services and debt collection business activities. We incur significant ongoing costs to comply with governmental regulations.

The volume of new or modified laws and regulations has increased in recent years and, in addition, some individual municipalities have begun to enact laws that restrict mortgage services activities. If our regulators impose new or more restrictive requirements, we may incur significant additional costs to comply with such requirements which could further adversely affect our results of operations or financial condition. In addition, our failure to comply with these laws and regulations can possibly lead to civil and criminal liability, loss of licensure, damage to our reputation in the industry, fines and penalties, and litigation, including class action lawsuits or administrative enforcement actions. Any of these outcomes could harm our results of operations or financial condition.

If we fail to comply with privacy regulations imposed on providers of services to financial institutions, our business could be harmed.

As a provider of services to financial institutions, we are bound by the same limitations on disclosure of the information we receive from their customers that apply to the financial institutions themselves. If we fail to comply with these regulations, we could be exposed to lawsuits or to governmental proceedings, our customer relationships and reputation could be harmed and we could be inhibited in our ability to obtain new customers. In addition, the adoption of more restrictive privacy laws or rules in the future on the federal or state level could have an adverse impact on us.

We may be subject to claims of legal violations or wrongful conduct which may cause us to pay unexpected litigation costs or damages or modify our products or processes.

From time to time, we may be subject to costly and time-consuming legal proceedings that claim legal violations or wrongful conduct. These lawsuits may involve clients, vendors, competitors and / or other large groups of plaintiffs and, if resulting in findings of violations, could result in substantial damages. Alternatively, we may be forced to settle some claims out of court and change existing company practices, services and processes that are currently revenue generating. This could lead to unexpected costs or a loss of revenue.

If financial institutions at which we hold escrow funds fail, it could have a material adverse impact on our company.

We hold customers’ assets in escrow at various financial institutions, pending completion of certain real estate and debt collection activities. These amounts are held in escrow for limited periods of time, generally consisting of a few days. To the extent these assets are not co-mingled with our fees and are maintained in segregated bank accounts they are generally not included in the accompanying Consolidated Balance Sheets. Failure of one or more of these financial institutions may lead us to become liable for the funds owed to third parties, and there is no guarantee that we would recover the funds deposited, whether through Federal Deposit Insurance Corporation coverage, private insurance or otherwise.

Risks Related to our Growth Strategy

Our ability to grow is affected by our ability to retain and expand our existing client relationships and our ability to attract new customers.

Our ability to grow is affected by our ability to retain and expand our existing client relationships and our ability to attract new customers. Our ability to retain existing customers and expand those relationships is subject to a number of risks including the risk that we do not:

maintain or improve the quality of services that we provide to our customers;

maintain or improve the level of attention expected by our customers; and

successfully leverage our existing client relationships to sell additional services.

If our efforts to retain and expand our client relationships and to attract new customers do not prove effective, it could have a material adverse effect on our business and results of operations and our ability to grow our operations.

If we do not adapt our services to changes in technology or in the marketplace, or if our ongoing efforts to upgrade our technology are not successful, we could lose customers and have difficulty attracting new customers for our services.

The markets for our services are characterized by constant technological change, frequent introduction of new services and evolving industry standards. Our future success will be significantly affected by our ability to enhance, primarily through use of automation, econometrics and behavioral science principles, our current services and develop and introduce new services that address the increasingly sophisticated needs of our customers and their customers. These initiatives carry the risks associated with any new service development effort including cost overruns, delays in delivery and performance effectiveness. There can be no assurance that we will be successful in developing, marketing and selling new services that meet these changing demands. In addition, we may experience difficulties that could delay or prevent the successful development, introduction and marketing of these services. Finally, our services and their enhancements may not adequately meet the demands of the marketplace and achieve market acceptance. Any of these results would have a negative impact on our financial condition and results of operations and our ability to grow our operations.

The Company’sOur growth objectives are dependent on the timing and market acceptance of our new service offerings.

Our ability to grow may be adversely affected by difficulties or delays in service development or the inability to gain market acceptance of new services to existing and new customers. There are no guarantees that new services will prove to be commercially successful.

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Our intellectual property rightsbusiness is dependent on the trend toward outsourcing.

Our continued growth at historical rates is dependent on the industry trend toward outsourced services. There can be no assurance that this trend will continue, as organizations may elect to perform such services themselves or may be prevented from outsourcing services. A significant change in this trend could have a materially adverse effect on our continued growth.

Our strategy of growing through selective acquisitions and mergers involves potential risks.

We intend to consider acquisitions of other companies that could complement our business including the acquisition of entities offering greater access and expertise in other asset types and markets that are valuablerelated but that we do not currently serve. If we do acquire other businesses, we may face a number of risks including diverting management’s

attention from our daily operations, to the need for additional management, operational and anyfinancial resources along with system conversions and the inability to protect themmaintain key pre-acquisition relationships with customers, suppliers and employees. Moreover, any acquisition may result in the incurrence of additional amortization expense of related intangible assets which could reduce the valueour profitability.

Risks Related to International Business

Our international operations subject us to additional risks which could have an adverse effect on our results of operations.

We have reduced our costs by utilizing lower cost labor in foreign countries such as India. For example, at December 31, 2011, over 5,400 of our services.

Our patents, trademarks, trade secrets, copyrightsemployees were based in India. These countries are subject to relatively higher degrees of political and other intellectual property rights are important assets. The efforts we have takensocial instability and may lack the infrastructure to protectwithstand political unrest or natural disasters. Such disruptions can decrease efficiency and increase our costs in these proprietary rightscountries. Weakness of the U.S. dollar in relation to the currencies used in these foreign countries may not be sufficient or effective. The unauthorized usealso reduce the savings achievable through this strategy. Furthermore, the practice of utilizing labor based in foreign countries has come under increased scrutiny in the United States and, as a result, some of our intellectual property or significant impairment of our intellectual property rights could harm our business, make it more expensivecustomers may require us to do business or hurt our ability to compete. Protecting our intellectual property rights is costly and time consuming.
Although we seek to obtain patent protection for our innovations, it is possible weuse labor based in the United States. We may not be able to protect somepass on the increased costs of these innovations. Changeshigher-priced United States-based labor to our customers which ultimately could have an adverse effect on our results of operations.

In many foreign countries, particularly in patent law,those with developing economies, it is common to engage in business practices that are prohibited by laws and regulations applicable to us, such as changes in the law regarding patentable subject matter, can also impact our ability to obtain patent protection for our innovations. In addition, given the costs of obtaining patent protection, we may choose not to protect certain innovations that later turn out to be important. Furthermore, there is always the possibility, despite our efforts, that the scopeForeign Corrupt Practices Act (“FCPA”). Any violations of the protection gained will be insufficientFCPA or thatlocal anti-corruption laws by us, our subsidiaries or our local agents, could have an issued patent may be deemed invalid or unenforceable.

Technology failures could damageadverse effect on our business operations and reputation and result in substantial financial penalties or other sanctions.

Any political or economic instability in these countries could result in our having to replace or reduce these labor sources which may increase our costs.

System disruptions or failures may interrupt or delay our ability to provide services to our customers. Any sustainedlabor costs and repeated disruptions in these services may have an adverse impact on our results of operations.
The secure transmission of confidential information over the Internet is essential to maintaining consumer confidence. Security breaches and acts of vandalism could result in a compromise or breach of the technology that we use to protect our customers’ personal information and transaction data and could result in the assessment of penalties. Furthermore, Congress or individual states could enact new laws regulating electronic commerce that could adversely affect us and our results of operations.
We may be subject to claims of legal violations or wrongful conduct which may cause us to pay unexpected litigation costs or damages or modify our products or processes.
From time to time, we may be subject to costly and time-consuming legal proceedings that claim legal violations or wrongful conduct. These lawsuits may involve clients, vendors, competitors and / or other large groups of plaintiffs and, if resulting in findings of violations, could result in substantial damages. Alternatively, the Company may be forced to settle some claims out of court and change existing company practices, services and processes that are currently revenue generating. This could lead to unexpected costs or a loss of revenue.
If we fail to comply with privacy regulations imposed on providers of services to financial institutions, our business could be harmed.
As a provider of services to financial institutions, we are bound by the same limitations on disclosure of the information we receive from their customers that apply to the financial institutions themselves. If we fail to comply with these regulations, we could be exposed to lawsuits or to governmental proceedings; our customer relationships and reputation could be harmed; and we could be inhibited in our ability to obtain new customers. In addition, the adoption of more restrictive privacy laws or rules in the future on the federal or state level could have an adverse impact on us.
Our business is subject to extensive regulation, and failure to comply with existing or new regulations may adversely impact us.
Our business is subject to extensive regulation by federal, state and local governmental authorities including the Federal Trade Commission and the state agencies that license certain of our mortgage related services and collection services. We also must comply with a number of federal, state and local consumer protection laws including, among others, the Dodd-Frank Act, the Gramm-Leach-Bliley Act, the Fair Debt Collection Practices Act, the Real Estate Settlement Procedures Act, the Truth in Lending Act, the Fair Credit Reporting Act, the Homeowners Protection Act and the SAFE Act. These requirements can and do change as statutes and regulations are enacted, promulgated or amended.

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We are subject to certain federal, state and local consumer protection provisions. We also are subject to licensing and regulation as a mortgage service provider, title insurance agency, real estate broker and/or debt collector in a number of states. We are subject to audits and examinations that are conducted by the states in which we do business. Our employees and subsidiaries may be required to be licensed by various state commissions for the particular type of service sold and to participate in regular continuing education programs. From time to time, we receive requests from state and other agencies for records, documents and information regarding our policies, procedures and practices for our mortgage services and debt collection business activities. We incur significant ongoing costs to comply with governmental regulations.
The volume of new or modified laws and regulations has increased in recent years and, in addition, some individual municipalities have begun to enact laws that restrict mortgage services activities. If our regulators impose new or more restrictive requirements, we may incur significant additional costs to comply with such requirements which could further adversely affect our results of operations or financial condition. In addition, our failure to comply with these laws and regulations can possibly lead to civil and criminal liability; loss of licensure; damage to our reputation in the industry; fines and penalties; and litigation, including class action lawsuits or administrative enforcement actions. Any of these outcomes could harm our results of operations or financial condition.
Altisource is a Luxembourg company, and it may be difficult to enforce judgments against it or its directors and executive officers.

Altisource is a public limited company organized under the laws of Luxembourg. As a result, Luxembourg law and the articles of incorporation govern the rights of shareholders. The rights of shareholders under Luxembourg law may differ from the rights of shareholders of companies incorporated in other jurisdictions. A significant portion of the assets of Altisource are located outside the United States. It may be difficult for investors to enforce, in the United States, judgments obtained in U.S. courts against Altisource or its directors based on the civil liability provisions of the U.S. securities laws or to enforce, in Luxembourg, judgments obtained in other jurisdictions including the United States.

Risks Related to Our Employees

Our inability to attract and retain skilled employees may adversely impact our business.

Our business is labor intensive and places significant importance on our ability to recruit, train and retain skilled employees. Additionally, demand for qualified technical professionals conversant in certain technologies may exceed supply as new and additional skills are required to keep pace with evolving computer technology. Our ability to locate and train employees is critical to achieving our growth objective. Our inability to attract and retain skilled employees or an increase in wages or other costs of attracting, training or retaining skilled employees could have a materially adverse effect on our business, financial condition and results of operations.

ITEM 1B.UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.PROPERTIES

As of December 31, 2010, our

Our principal executive offices are located in leased office space in Luxembourg, Grand Duchy of Luxembourg. We also leaseA summary of our principal leased office space to conduct our operations in:

as of December 31, 2011 and the United States, principally Arizona, New York (usedsegments primarily by the Financial Services segment), California (used primarily by the Mortgage Services and Financial Services segments), Missouri (used primarily by the Mortgage Services segment) and Georgia (used by all segments);
India, principally Bangalore (used by all segments), Goa (used primarily by the Financial Services segment) and Mumbai (used primarily by the Mortgage Services and Financial Services segments); and
Montevideo, Uruguay (used primarily by the Corporate segment).
occupying each location is as follows:

Corporate

and Support

Services

Financial

Services

Mortgage

Services

Technology

Services

Luxembourg, Luxembourg

XX

United States

Atlanta, GA

XXXX

Irvine, CA

X

Sacramento, CA

X

St. Louis, MO

X

Tempe, AZ

X

Vestal, NY

X

India

Bangalore

XXXX

Goa

XX

Mumbai

XX

We do not own any real property. We consider these facilities to be suitable and adequate for the management and operations of our business.

ITEM 3.LEGAL PROCEEDINGS

We mayare, from time to time, be involved in legal proceedings arising in the ordinary course of business. We record a liability for litigation if an unfavorable outcome is probable and the amount of loss can be reasonably estimated, including expected insurance coverage. For proceedings where a range of loss is determined, we record a best estimate of loss within the range. When legal proceedings are material, we disclose the nature of the litigation and claims incidental to the conductextent possible the estimate of loss or range of loss. In the opinion of management, after consultation with legal counsel and considering insurance coverage where applicable, the outcome of current legal proceedings both individually and in the aggregate will not have a material impact on our business.financial condition, results of operations or cash flows. Our businesses are also subject to extensive regulation which may result in regulatory proceedings against us. See “Item 1A. Risk Factors” above.

 

- 13 -


ITEM 4.(Removed and Reserved)MINE SAFETY DISCLOSURES

Not applicable.

- 14 -


PART II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock began tradingis listed on the NASDAQ Global Select Market under the symbol of “ASPS” on August 10, 2009.. The following table sets forth the high and low close of day sales prices for our common stock, for the periods indicated, as reported by the NASDAQ Global Select Market since the stock was first traded:

         
  2010 
Quarter Ended Low  High 
         
March 31 $21.13  $27.02 
June 30  21.84   28.19 
September 30  24.29   31.14 
December 31  24.40   30.64 
         
  2009 
Quarter Ended Low  High 
         
September 30 $10.10  $14.51 
December 31  14.41   21.21 
Market:

September 30,September 30,
      2011 

Quarter Ended

    Low     High 

December 31

    $34.41      $50.70  

September 30

     31.79       37.61  

June 30

     30.49       36.89  

March 31

     28.51       30.68  
     2010 

Quarter Ended

    Low     High 

December 31

    $24.40      $30.64  

September 30

     24.29       31.14  

June 30

     21.84       28.19  

March 31

     21.13       27.02  

The number of holders of record of our common stock as of January 31, 20112012 was 110.97. The number of beneficial stockholders is substantially greater than the number of holders as a large portion of our common stock is held through brokerage firms.

Dividends

We have never declared or paid cash dividends on our common stock, and we do not intend to pay dividends in the foreseeable future.

- 15 -


Issuer Purchases of Equity Securities

On May 19, 2010, our shareholders authorized us to purchase up to 3.8 million shares of our common stock in the open market. The following table presents information related to our repurchases of our equity securities during the three months ended December 31, 2010:

                 
              Maximum 
          Total number  number 
          of shares  of shares that 
          purchased as  may 
          part of  yet be 
  Total  Weighted  publicly  purchased 
  number of  average  announced  under the 
  shares  price paid  plans  plans or 
Period purchased  per share  or programs  programs 
                 
Common shares:                
October 1 – 31, 2010  65,317  $25.86   65,317   3,633,203 
November 1 – 30, 2010  435,607   27.31   435,607   3,197,596 
December 1 – 31, 2010  69,093   27.37   69,093   3,128,503 
              
                 
Total common shares  570,017  $27.15   570,017   3,128,503 
              
2011:

September 30,September 30,September 30,September 30,

Period

    Total
number of
shares
purchased(1)
     Weighted
average
price
paid per
share
     Total number
of shares
purchased as
part of
publicly
announced
plans
or programs
     Maximum
number
of shares
that may
yet be
purchased
under the
plans or
programs
 

Common Shares:

                

October 1 – 31, 2011

     128,923      $35.56       128,923       1,971,148  

November 1 – 30, 2011

     300,373       45.71       300,373       1,670,775  

December 1 – 31, 2011

     170,000       49.10       170,000       1,500,775  
    

 

 

     

 

 

     

 

 

     

 

 

 

Total Common Shares

     599,269      $44.49       599,269       1,500,775  
    

 

 

     

 

 

     

 

 

     

 

 

 

(1)

Includes shares withheld from employees to satisfy tax withholding obligations that arose from the exercise of stock options.

Stock Performance Graph

The information contained in Altisource Common Stock Comparative Performance Graph section shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that we specifically request that it be treated as soliciting material or incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on the S&P’s 500 Index for the period commencing on August 10, 2009, the first trading day of our common stock, and ending on December 31, 2010,30, 2011, the last trading day of fiscal year 2010.2011. The graph assumes an investment of $100 at the beginning of such period. The comparisons in the graphs below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock.

                             
  8/10/2009  9/30/2009  12/31/2009  03/31/10  06/30/10  09/30/10  12/31/10 
                             
Altisource $100.00  $118.36  $172.05  $183.61  $202.79  $255.25  $235.33 
S&P 500  100.00   104.54   110.72   115.65   101.94   112.86   124.38 
NASDAQ Composite  100.00   106.53   113.90   120.37   105.87   118.89   133.16 

 

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September 30,September 30,September 30,September 30,September 30,September 30,
     8/10/2009     12/31/2009     06/30/10     12/31/10     06/30/11     12/31/11 

Altisource

    $100.00      $172.05      $202.79      $235.33      $301.64      $411.31  

S&P 500

     100.00       110.72       101.94       124.38       131.13       124.87  

NASDAQ Composite

     100.00       113.90       105.87       133.16       139.22       130.76  

ITEM 6.SELECTED CONSOLIDATED FINANCIAL DATA

The consolidatedfollowing selected financial statementsdata as of and for the years ended December 31, 2011, 2010 and 2009 and the combined consolidated statementhas been derived from our audited Consolidated Financial Statements. The following selected financial data as of operationsand for the yearyears ended December 31, 2008 wereand 2007 has been derived from our audited consolidated financial statements that are included elsewhere in this filing. The combined consolidated statement of operations for the year ended December 31, 2007 and the combined consolidated balance sheet as of December 31, 2008 is derived from our audited financial statements not included in this report. The combined statement of operations data for the year ended December 31, 2006 and the combined balance sheet data as of December 31, 2007 and 2006 are derived from unaudited financial statements not included in this report. The unaudited financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of our management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information set forth in this report.

Combined Consolidated Financial Statements.

The historical results presented below may not be indicative of our future performance and do not necessarily reflect what our financial position and results of operations would have been had we operated as a separate, stand-alone entity for periods ending prior to August 9, 2009 (as discussed in Note 1 to the consolidated financial statements).

The selected consolidated financial data should be read in conjunction with the information contained in Item 7 of Part II, “Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations”Operations and our consolidated financial statements and notes thereto in Item 8 of Part II, “FinancialFinancial Statements and Supplementary Data”Data.

                     
  Years Ended December 31, 
(in thousands, except per share data) 2010(1)  2009  2008  2007(2)  2006 
                     
Revenue $301,378  $202,812  $160,363  $134,906  $96,603 
Cost of Revenue  189,059   126,797   115,048   96,954   72,163 
                
Gross Profit  112,319   76,015   45,315   37,952   24,440 
Selling, General and Administrative Expenses  57,352   39,473   28,088   27,930   17,622 
                
Income from Operations  54,967   36,542   17,227   10,022   6,818 
Other Income (Expense), net  804   1,034   (2,626)  (1,743)  205 
                
Income before Income Taxes  55,771   37,576   14,601   8,279   7,023 
Income Tax Benefit (Provision)  403   (11,605)  (5,382)  (1,564)  (1,616)
                
Net Income  56,174   25,971   9,219   6,715   5,407 
Net Income Attributable to Non Controlling Interests  (6,903)            
                
Net Income Attributable to Altisource $49,271  $25,971  $9,219  $6,715  $5,407 
                
                     
Net Income per Share(3)
                    
Basic $1.96  $1.08  $0.38  $0.28  $0.22 
                
Diluted $1.88  $1.07  $0.38  $0.28  $0.22 
                
                     
Transactions with Related Parties included above:                    
Revenue $154,988  $94,897  $64,251  $59,350  $51,971 
Selling, General and Administrative Expenses  1,056   4,308   6,208   8,864   9,103 
Interest Expense     1,290   2,269   965   503 

 

- 17 -

September 30,September 30,September 30,September 30,September 30,
     Years Ended December 31, 

(in thousands, except per share data)

    2011   2010   2009   2008   2007 

Revenue

    $423,687    $301,378    $202,812    $160,363    $134,906  

Cost of Revenue

     275,849     189,059     126,797     115,048     96,954  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit

     147,838     112,319     76,015     45,315     37,952  

Selling, General and Administrative Expenses

     62,131     57,352     39,473     28,088     27,930  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Operations

     85,707     54,967     36,542     17,227     10,022  

Other Income (Expense), net

     203     804     1,034     (2,626   (1,743
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income Before Income Taxes

     85,910     55,771     37,576     14,601     8,279  

Income Tax Benefit (Provision)

     (7,943   403     (11,605   (5,382   (1,564
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Income

     77,967     56,174     25,971     9,219     6,715  

Net Income Attributable to Non-controlling Interests

     (6,855   (6,903   —       —       —    
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Income Attributable to Altisource

    $71,112    $49,271    $25,971    $9,219    $6,715  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings Per Share:(1)

            

Basic

    $2.92    $1.96    $1.08    $0.38    $0.28  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

    $2.77    $1.88    $1.07    $0.38    $0.28  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transactions with Related Parties Included Above:

            

Revenue

    $245,262    $154,988    $94,897    $64,251    $59,350  

Selling, General and Administrative Expenses

    $1,893    $1,056    $4,308    $6,208    $8,864  

Interest Expense

    $—      $—      $1,290    $2,269    $965  


September 30,September 30,September 30,September 30,September 30,
     Years Ended December 31, 

(in thousands)

    2011     2010     2009     2008     2007 

Cash and Cash Equivalents

    $32,125      $22,134      $30,456      $6,988      $5,688  

Accounts Receivable, net

     52,005       53,495       30,497       9,077       16,770  

Premises and Equipment, net

     25,600       17,493       11,408       9,304       12,173  

Intangible Assets, net

     64,950       72,428       33,719       36,391       38,945  

Goodwill

     14,915       11,836       9,324       11,540       14,797  

Total Assets

     224,159       197,800       120,556       76,675       92,845  

Lines of Credit and Other Secured Borrowings

     —         —         —         1,123       147  

Capital Lease Obligations

     836       1,532       664       1,356       3,631  

Total Liabilities

     58,216       45,902       34,208       16,129       17,171  

                     
  As of December 31, 
(in thousands) 2010(1)  2009  2008  2007(2)  2006 
                     
Cash and Cash Equivalents $22,134  $30,456  $6,988  $5,688  $ 
Accounts Receivable, net  53,495   30,497   9,077   16,770   7,925 
Premises and Equipment, net  17,493   11,408   9,304   12,173   9,826 
Intangible Assets, net  72,428   33,719   36,391   38,945    
Goodwill  11,836   9,324   11,540   14,797   1,618 
Total Assets  197,800   120,556   76,675   92,845   22,205 
Lines of Credit and Other Secured Borrowings        1,123   147    
Capital Lease Obligations  1,532   664   1,356   3,631   3,219 
Total Liabilities  45,902   34,208   16,129   17,171   7,357 
(1)
(1)The operations of MPA are included in our financial statements effective February 12, 2010, the date of acquisition (see Note 4 to the consolidated financial statements). Total goodwill and intangibles were $51.6 million at December 31, 2010. MPA and its consolidated subsidiary contributed $18.0 million of revenue, including $6.9 million attributable to non-controlling interests, for the year ended December 31, 2010. Operating expenses (including both Cost of Revenue and Selling, General and Administrative Expenses) were $4.9 million for the year ended December 31, 2010.
(2)The operations of NCI are included in our financial statements effective June 6, 2007, the date of acquisition. NCI is a receivables management company specializing in contingency collections and customer relationship management for credit card issuers and other consumer credit providers. Total goodwill and intangibles were $31.1 million, $41.4 million and $46.3 million, at December 31, 2010, 2009 and 2008, respectively. NCI revenues were $60.0 million, $63.1 million and $69.6 million for the years ended December 31, 2010, 2009 and 2008, respectively. NCI operating expenses (including both Cost of Revenue and Selling, General and Administrative Expenses) were $62.9 million, $69.0 million and $74.8 million for the years ended December 31, 2010, 2009 and 2008, respectively.
(3)

For all periods prior to the Separation, the number of shares originally issued in the capitalization (24.1 million)of 24.1 million is being used for diluted earnings per share (“EPS”) asand for basic EPS as no common stock of Altisource was traded prior to August 10, 2009 and no Altisource equity awards were outstanding prior to that date.

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of results of operations and financial condition (“MD&A”) is a supplement to the accompanying consolidated financial statements and provides additional information on our businesses, current developments, financial condition, cash flows and results of operations. Significant sections of the MD&A is organizedare as follows:

Overview.This section, beginning on page 19, provides a description of recent developments we believe are important in understanding the results of operations and financial condition or in understanding anticipated future trends.
Consolidated Results of Operations.This section, beginning on page 22, provides an analysis of our consolidated results of operations for the three years ended December 31, 2010. In addition, a brief description is provided of significant transactions and events that affect the comparability of results being analyzed.
Segment Results of Operations.This section, beginning on page 28, provides an analysis of each business segment for the three years ended December 31, 2010 as well as our Corporate segment. In addition, we discuss significant transactions, events and trends that may affect the comparability of the results being analyzed.
Liquidity and Capital Resources.This section, beginning on page 41, provides an analysis of our cash flows for the three years ended December 31, 2010. We also discuss restrictions on cash movements, future commitments and capital resources.

- 18 -

Overview. This section, beginning on page 22, provides a description of recent developments we believe are important in understanding the results of operations and financial condition or in understanding anticipated future trends. In addition, a brief description is provided of significant transactions and events that affect the comparability of results being analyzed.


Consolidated Results of Operations.This section, beginning on page 24, provides an analysis of our consolidated results of operations for the three years ended December 31, 2011.

Segment Results of Operations.This section, beginning on page 29, provides an analysis of each business segment for the three years ended December 31, 2011 as well as our Corporate segment. In addition, we discuss significant transactions, events and trends that may affect the comparability of the results being analyzed.

Critical Accounting Judgments.This section, beginning on page 43, identifies those accounting principles we believe are most important to our financial results and that require significant judgment and estimates on the part of management in application. We provide all of our significant accounting policies in Note 2 to the accompanying consolidated financial statements.
Other Matters.This section, beginning on page 44, provides a discussion of off-balance sheet arrangements to the extent they exist. In addition, we provide a tabular discussion of contractual obligations and discuss any significant commitments or contingencies.
Liquidity and Capital Resources. This section, beginning on page 41, provides an analysis of our cash flows for the three years ended December 31, 2011. We also discuss restrictions on cash movements, future commitments and capital resources.

Critical Accounting Judgments.This section, beginning on page 42, identifies those accounting principles we believe are most important to our financial results and that require significant judgment and estimates on the part of management in application. We provide all of our significant accounting policies in Note 2 to the accompanying consolidated financial statements.

Other Matters. This section, beginning on page 43, provides a discussion of off-balance sheet arrangements to the extent they exist. In addition, we provide a tabular discussion of contractual obligations and discuss any significant commitments or contingencies.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K containsand certain information incorporated herein by reference contain forward-looking statements within the meaning“safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. AllThese statements may relate to, among other than statements of historical fact, including statements regarding guidance, industry prospectsthings, future events or our future results of operations ofperformance or financial position, made in this Annual Report on Form 10-K are forward looking. You can identify these forward-looking statements by the use of wordscondition. Words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such“anticipate”, “intend”, “expect”, “may”, “could”, “should”, “would”, “plan”, “estimate”, “seek”, “believe” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to variousnot guarantees of future performance and involve a number of assumptions, risks and uncertainties. Accordingly, there are or will be importantuncertainties that could cause actual results to differ materially. Important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factorssuggested by the forward-looking statements include, but are not limited to, those describedthe risks discussed in Item 1A of Part 1 “Risk Factors”. We caution you not to place undue reliance on these forward-looking statements which reflect our view only as of the date of this report. We are under section entitled “Risk Factors” in this report, as such factors may be updated from timeno obligation (and expressly disclaim any obligation) to timeupdate or alter any forward-looking statements contained herein to reflect any change in our periodic filingsexpectations with the Securities and Exchange Commission (“SEC”),regard thereto or change in events, conditions or circumstances on which are accessible on the SEC’s website atwww.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. We undertake no obligation to publicly update or review any forward-lookingsuch statement whether as a result of new information, future developments or otherwise.

is based.

OVERVIEW

Our Business

We are a provider of services focused on high value, technology-enabled, knowledge-based functions principally related to real estate and mortgage portfolio management, asset recovery and customer relationship management. Utilizing integrated technology

We classify our businesses into three reportable segments:

Mortgage Services consists of mortgage portfolio management services that span the mortgage lifecycle from origination through REO asset management and sale;

Financial Services principally consists of unsecured asset recovery and customer relationship management; and

Technology Services consists of modular, comprehensive integrated technological solutions for loan servicing, vendor management and invoice presentment and payment as well as providing infrastructure support.

In addition, ourCorporate Items and Eliminations segment includes eliminations of transactions between the reporting segments and also includes costs recognized by us related to corporate support functions such as executive, finance, legal, human resources, vendor management and six sigma.

In evaluating our performance, we utilize Service Revenue which consists of amounts attributable to our fee based services. Reimbursable Expenses and Cooperative Non-controlling Interests are pass-through items for which we earn no margin. Reimbursable Expenses consists of amounts that includes decision models and behavioralwe incur on behalf of our customers in performing our fee based scripting engines,services, but we provide solutions that improve clients’ performance and maximize their returns.

pass such costs directly on to our customers without any additional markup.

Further discussion regarding our business may be found under Part I, Item 1, “Business”.

Strategic Update

Our objective for 2010 was to more fully develop into a global knowledge process provider initially focused on the entire mortgage services lifecycle and credit to cash lifecycle management spaces. To accomplish this objective,

For 2011, we focused our efforts on four strategic initiatives:

Existing Customer Penetration. Withinstrategically supporting Ocwen as its portfolio of loans serviced continued to grow at an accelerated pace. To support such growth, we invested significantly in hiring and training new personnel (increasing our Mortgage Services segment,global staffing by 66%), developed and expanded some of the newer services (primarily insurance related services) and continued to add to the geographic footprint for existing services where it made economic sense.

Through Ocwen’s growth and our focused efforts to capture more revenue per loan serviced by Ocwen, we sought to expand the revenues derived from Ocwen’s loan portfolio principally by executing our national rollout plans. During 2010, we generated $135.7recognized $334.8 million of revenue, an 83%Service Revenue, a 36% increase over the prior year, from Ocwen’s portfolio. This growth was principally due to the successful rollout of services including asset management services nationally and default management services to 26 states during the year. In 2011, we intend to rollout our title insurance services to key states including California for which we obtained our agency licenses inyear-ended December 31, 2010. In addition, we plan to continue to add states for existing and new services where the business volume supports the expansion.

- 19 -


We also sought to expand relationships with key customers in our Financial Services segment. During 2010, we had mixed results. Although we saw increases in revenues from a key credit card customer and a key first party customer, these were generally offset by declines in revenues from American Express.
New Customer Acquisition. We expanded and diversified our customer base principally via our acquisition of MPA, which gives us access to what we believe represents approximately 6% of the total origination market.
Invest in New Service Offerings: Whilealthough we made significant investments in personnel and related costs months in advance of loans boarding, we achieved gross margins based on Service Revenue of 44%, comparable to 2010 levels, and improved income from operations as a percent of Service Revenue to 26%, up from 22% in 2010.

From a cash perspective, we generated $111.6 million in operating cash flow which represents $0.33 for every dollar of Service Revenue. We sought to strategically deploy cash principally in three ways. First, we returned $61.1 million to shareholders through the roll-outrepurchase of 1.6 million shares under the stock repurchase program. Second, we invested $16.4 million in technology and facilities to support our default orientedrapid growth. Third, we continued to invest in mortgage origination services with our $15.0 million investment in Correspondent One and our acquisition of Springhouse.

Looking ahead to 2012, we also invested in several new service offerings. This included the GoHoming.com real estate portal, the launch of REALRemit for use by external customers other than Ocwen and the launch of our title insurance services.

Highest Quality at Lowest Operating Costs. Our global workforce and robust quality assurance program have allowedexpect to remain focused on a few key initiatives that we believe will allow us to develop andcontinue to deliver high quality, new services at a low cost. In 2011, we are focused on improving our delivery model by enhancing our proprietary technologies to further drive quality and margin improvements for these services.
Our 2011 strategic initiatives recognize that our primary objective is to create shareholder value while we become a premier global, technology-enabled knowledge based outsource provider that delivers superior results for our customers:
customers and shareholders:

Support Ocwen’s growth.Our primary focus for next year will be the continued support of Ocwen. Ocwen’s growth in loans serviced, including loans boarded in the second half of 2011 and the additional 0.2 million loans we expect Ocwen to board in early 2012, will be the principal driver of our expected growth in 2012. Furthermore, we believe Ocwen will remain a leader in the on-going consolidation of high touch residential loan servicers.

Improve operating effectiveness.By improving operating effectiveness we intend to We must deliver high quality, regulatory compliant services that meet or exceed customers’ performance expectations, ultimately driving higher revenuesexpectations. This requires us to intelligently and margins for our customers. For example,persistently invest in our Mortgage Services segment, we are principally focused on assisting our customers in reducing foreclosurean array of broad based competencies including technology, quality assurance, compliance, econometrics and REO disposition timelines while maintaining high quality work. In our Financial Services segment, we have recommitted ourselves to perform in the top quartile for all key customers. Finally, in our Technology Services segment, we are focused on many initiatives including the development and deployment of business process management solutions to effectively manage our growing portfolio.

behavioral science among others.

Expand Service Offerings.In 2011, we will primarily sell our expanded services offerings to Ocwen and the members of Lenders One. For Ocwen, we are primarily focused on expanding title agency services. For Lenders One, we are developing origination oriented services including valuation, title and fulfillment services that we We intend to deliver over an enhanced technology platform that recognizescapture additional revenue per loan from the unique requirements of the customers.

Balance Service Offerings.By developingloans boarded on our systems as well as develop a more balanced portfolio of service offerings that we believe we will be ableenable us to generate long-term consistent revenue and earnings growth.growth, with faster growth in 2012. In 2012, we will expand our Mortgage Services segment a significant facetoffering of this is building out the previously mentionedmortgage origination services, whether as a direct provider, reseller, vendor manager or lead generator. In addition, we planprincipally to invest in Correspondent One (formerly called Lend One) to facilitate the sale of mortgages by members of Lenders One, while at the same time driving the adoptionas well as begin implementation of our origination services by the members. In our Technology Services segment, we are focused on supporting the rolloutnext generation of origination services through the development of an origination vendor portal.
REALSuite technologies.

Bring Financial Services to ProfitabilityProfitability.. Our Financial Services segment improved in 2011 posting $4.4 million in pre-tax income, which compares to $0.3 million in 2010, although revenue declined 8% to $71.2 million. We remain committed to improvingthis segment as we believe that significant market opportunities exist in assisting clients in the financial performanceareas of our Financial Services segment principally through excellent performance for our customers. This includes initiativescustomer relationship and asset recovery management services. We continue to believe that investments in areas such as the development of optimal resolution models deployed through dynamic scripts and ensuring that we perform in the top quartile for our key accounts. In addition, we intend to grow our global delivery platform across the services we offer in this segment.

Enhance Leadership Team. Our accelerated growth, entry into new services and expanding regulatory requirements requireswill enable us to continue to add additional talent in key areas.
We believe we will be able to accomplishtake advantage of these objectives during 2011 via the free cash flow generated from our current operations and will not require additional capital.

opportunities over an extended time period.

- 20 -


Basis of Presentation

We have prepared our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). For periods prior to the Separation, our results include revenues and expenses directly attributable to our operations and allocations of expense from Ocwen which may not necessarily reflect what our consolidated results of operations, financial position and cash flows would have been had we operated as an independent company during that entire period.

Acquisition of MPA
MPA and its consolidated subsidiary contributed $18.0 million of revenue, including $6.9 million attributable to non-controlling interests, and $9.2 million of EBITDA since the February 2010 acquisition date. This revenue and EBITDA was substantially in line with our internal projections. Through December 31, 2010, MPA has 179 Members.

Stock Repurchase Plan

We intend to limit dilution caused by option exercises, including anticipated exercises, and acquisitions by repurchasing shares on the open market. On

In May 19, 2010, our shareholders authorized us to purchase 15% of our outstanding share capital, or 3.8 million shares of our common stock, in the open market. ThroughFrom authorization through December 31, 2010,2011, we have purchased 0.72.3 million shares of our common stock on the open market at an average price of $27.11,$34.55 per share leaving 3.11.5 million shares still available for purchase.

purchase under the program.

Acquisitions

In April 2011, we acquired Springhouse, an appraisal management company that utilizes a nationwide panel of appraisers to provide real estate appraisals principally to mortgage originators, including the members of Lenders One, and real estate asset managers. In July 2011, we acquired the assembled workforce of a sub-contractor in India that performs asset recovery services. See Note 4 to the consolidated financial statements for additional information.

Factors Affecting Comparability

The following items may impact the comparability of our results:

In February 2010,

Effective January 2011, we acquired allmodified our pricing for IT Infrastructure Services within our Technology Services segment from a rate card model primarily based on headcount to a fully loaded cost plus mark-up methodology. This new model applies to the infrastructure amounts charged to Ocwen as well as internal allocations of infrastructure cost. The impact of this change is discussed further in the outstanding membership interests of MPA. MPA was formed with the purpose of managing BPMC which operates as Lenders One. Lenders One is a national alliance of independent mortgage bankers that provides its Members with education and training along with revenue enhancing, cost reducing and market share expanding opportunities. The results of operations of BPMC have been consolidated under the variable interest model since the acquisition date;Technology Services segment;

During 2010, to

To further align the interests of management with shareholders, we expanded our use of equity compensation. For the yearyears ended December 31, 2011, 2010 and 2009, we have recognized $3.1 million of equity compensation expense as compared toof $4.0 million, $3.1 million and $0.3 million, for the full year ending December 31, 2009.respectively. Contributing to the increase was the attainment of certain market performance criteria in 2011 and 2010 which triggered vesting of a portion of the awards and acceleration in the expense recognition of these grants;

In the fourth quarter of 2010, we recognized $2.8 million of goodwill impairment related to the Financial Services segment;

In June 2010, we received a favorable tax ruling regarding the treatment of certain intangibles that exist for purposes of determining our taxable income. The ruling was retroactive to the date of Separation. As a result of the ruling, we recognized a $3.4 million credit attributable to 2009 in the second quarter 2010;

In February 2010, we acquired all of the outstanding membership interest of MPA which was formed for the purpose of managing the Lenders One Mortgage Cooperative. The results of operations of Lenders One have been consolidated since the acquisition date under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 810;

During the year ended December 31, 2009, we recognized $3.4 million of one-time costs in our Corporate segment in anticipation of the Separation from Ocwen; and

During the year ended December 31, 2009, we recognized $1.9 million of facility closure costs, $1.4 million of litigation settlement losses (both recognized in Selling, General and Administrative Expenses) and a $2.3 million litigation settlement gain in Other Income in our Financial Services segment.

- 21 -


CONSOLIDATED RESULTS OF OPERATIONS

Summary Consolidated Results

Following is a discussion of our consolidated results of operations for each of the years in the three year period ended December 31, 2010.2011. For a more detailed discussion of the factors that affected the results of our business segments in these periods, see “SEGMENT RESULTS OF OPERATIONS” below.

Cooperative Non-controlling Interests is attributable to the members of Lenders One.

The following table sets forth information regarding our results of operations for the years ended December 31, 2011, 2010 2009, and 2008.

                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Service Revenue $247,026   32% $186,735   16% $160,363 
Reimbursable Expenses  47,449   195   16,077   100    
Cooperative Non-controlling Interests  6,903   100          
                  
Total Revenue  301,378   49   202,812   26   160,363 
Cost of Revenue  189,059   (49)  126,797   (10)  115,048 
                  
Gross Profit  112,319   48   76,015   68   45,315 
                     
Gross Profit/Service Revenue  45%      41%      28%
                     
Selling, General and Administrative Expenses  57,352   (45)  39,473   (41)  28,088 
                  
Income from Operations  54,967   50   36,542   112   17,227 
                     
Income from Operations/Service Revenue  22%      20%      11%
                     
Other Income (Expense), net  804   (22)  1,034   139   (2,626)
                  
Income Before Income Taxes  55,771   48   37,576   157   14,601 
Income Tax Benefit (Provision)  403   104   (11,605)  (116)  (5,382)
                  
Net Income  56,174   116   25,971   182   9,219 
Net Income Attributable to Non-controlling Interests  (6,903)  (100)         
                  
Net Income Attributable to Altisource $49,271   90% $25,971   182% $9,219 
                  
                     
Transactions with Related Parties:                    
Revenue $154,988      $94,897      $64,251 
Selling, General and Administrative Expenses  1,056       4,308       6,208 
Interest Expense         1,290       2,269 
(*)Represents percentage change (better/(worse)) from prior period.
2009.

 

September 30,September 30,September 30,September 30,September 30,
     Years Ended December 31, 

(in thousands, except per share data)

    2011  % Better
/(Worse)
   2010  % Better
/(Worse)
   2009 

Service Revenue

    $334,758    36    $247,026    32    $186,735  

Reimbursable Expenses

     82,074    73     47,449    195     16,077  

Cooperative Non-controlling Interest

     6,855    (1   6,903    N/M     —    
    

 

 

    

 

 

    

 

 

 

Total Revenue

     423,687    41     301,378    49     202,812  

Cost of Revenue

     275,849    (46   189,059    (49   126,797  
    

 

 

    

 

 

    

 

 

 

Gross Profit

     147,838    32     112,319    48     76,015  

Selling, General and Administrative Expenses

     62,131    (8   57,352    (45   39,473  
    

 

 

    

 

 

    

 

 

 

Income from Operations

     85,707    56     54,967    50     36,542  

Other Income, net

     203    (75   804    (22   1,034  
    

 

 

    

 

 

    

 

 

 

Income Before Income Taxes and Non-controlling Interests

     85,910    54     55,771    48     37,576  

Income Tax (Provision) Benefit

     (7,943  N/M     403    103     (11,605
    

 

 

    

 

 

    

 

 

 

Net Income

     77,967    39     56,174    116     25,971  

Net Income Attributable to Non-controlling Interests

     (6,855  1     (6,903  N/M     —    
    

 

 

    

 

 

    

 

 

 

Net Income Attributable to Altisource

    $71,112    44    $49,271    90    $25,971  
    

 

 

    

 

 

    

 

 

 

Margins:

          

Gross Profit/Service Revenue

     44    45    41

Income from Operations/Service Revenue

     26    22    20

Earnings Per Share:

          

Basic

    $2.92    49    $1.96    81    $1.08  
    

 

 

    

 

 

    

 

 

 

Diluted

    $2.77    47    $1.88    76    $1.07  
    

 

 

    

 

 

    

 

 

 

Transactions with Related Parties:

          

Revenue

    $245,262    58    $154,988    63    $94,897  

Selling, General and Administrative Expenses

    $1,893    79    $1,056    (75  $4,308  

Interest Expenses

    $—      N/M    $—      (100  $1,290  

- 22 -N/M — not meaningful.


Revenue

The following table presents our revenues for the years ended December 31, 2011, 2010 2009 and 2008:

                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Mortgage Services:                    
Service Revenue $153,318   76% $87,021   58% $54,956 
Reimbursable Expenses  44,550   177   16,077   100    
Cooperative Non-controlling Interest  6,903   100          
                  
Mortgage Services — Total Revenue  204,771   99   103,098   88   54,956 
                     
Financial Services:                    
Service Revenue  57,080   (11)  64,434   (13)  73,835 
Reimbursable Expenses  2,899   100          
                  
Financial Services — Total Revenue  59,979   (7)  64,434   (13)  73,835 
                     
Technology Services  52,013   10   47,453   5   45,283 
                     
Eliminations  (15,385)  (26)  (12,173)  11   (13,711)
                  
Total Revenue $301,378   49% $202,812   26% $160,363 
                  
                     
Transactions with Related Parties:                    
Mortgage Services $135,655      $74,089      $41,635 
Financial Services  166       98       1,181 
Technology Services(1)
  19,167       20,710       35,146 
(1)Includes revenue earned from other segments related to REALSuite and IT infrastructure services of $1.8 million and $13.7 million, respectively in 2008.
(*)Represents percentage change (better/(worse)) from prior period.
2009:

 

September 30,September 30,September 30,September 30,September 30,
     Years Ended December 31, 

(in thousands)

    2011   % Better
/(Worse)
   2010   % Better
/(Worse)
   2009 

Service Revenue:

            

Mortgage Services

    $224,942     66    $135,680     89    $71,724  

Financial Services

     69,231     (7   74,718     (6   79,731  

Technology Services

     56,094     8     52,013     10     47,453  

Eliminations

     (15,509   (1   (15,385   (26   (12,173
    

 

 

     

 

 

     

 

 

 

Total Service Revenue

     334,758     36     247,026     32     186,735  

Reimbursable Expenses:

            

Mortgage Services

     80,124     80     44,550     177     16,077  

Financial Services

     1,950     (33   2,899     N/M     —    
    

 

 

     

 

 

     

 

 

 

Total Reimbursable Expenses

     82,074     73     47,449     195     16,077  

Cooperative Non-controlling Interests:

            

Mortgage Services

     6,855     (1   6,903     N/M     —    
    

 

 

     

 

 

     

 

 

 

Total Revenue

    $423,687     41    $301,378     49    $202,812  
    

 

 

     

 

 

     

 

 

 

Average Loans Serviced by Ocwen

     524,668     31     401,706     14     351,595  

Transactions with Related Parties:

            

Mortgage Services

    $223,184     65    $135,655     83    $74,089  

Financial Services

     266     60     166     69     98  

Technology Services

     21,812     14     19,167     (7   20,710  

- 23 -

N/M — not meaningful.


The increase in Service Revenue consists of amounts attributable to our fee based services. Reimbursable Expenses consists of amounts that we incur on behalf of our customers in performing our fee based services, but we pass such costsis directly on to our customers without any additional markup. Cooperative Non-controlling Interests is attributable to the Members of Lenders One. In evaluating our performance, we utilize Service Revenue to neutralize the impact of amounts for which we earn no margin.
The growth in Total Revenues was principally driven by our Mortgage Services segment. This growth in fee based Mortgage Services was the result of the development and execution of default oriented mortgage services over an expanding national platform and the expansion of Ocwen’s residential loan portfolio primarily as a resultserviced and our development of mortgage and real estate portfolio management services during the acquisitions of a $6.9 billion servicingyears presented. The growth in Ocwen’s residential loan portfolio from Saxon in May, 2010serviced benefits both the Mortgage Services and a $22.4 billion portfolio from HomEq in September, 2010. The expansion of Ocwen’s platform was also the primary contributor to growth with respect to Technology Services revenues.segments. In addition, from a Total Revenues perspective, the expansion of our asset management2011, we principally invested in insurance services (e.g., title) and default services businesses was the primary contributor to the increase in Reimbursable Expenses. Finally, our acquisition of MPA contributed to the overall increase in Total Revenues and to the inclusion of Cooperative Non-controlling Interests.
mortgage origination services. Partially offsetting our growth in Service Revenue growth in Mortgage Services and Technology Services was a decline in the Financial Services segment. Contributing factorsThe decline in Financial Services is attributable to overall economic conditions, the movement of some collection work to India at lower fees and collector performance particularly in 2009 and 2010 resulting in decreased total placements.

The increase in Reimbursable Expenses over the three year period is due to the general decline in revenues include reduced placements fromexpansion of our largest customer in this segment partially offset by placements from other customers. In addition, we continue to build out a global delivery platform for collections which sometimes results in lower revenues per account although at higher margins.

The principal driver of the increase in revenue during 2009 compared to 2008 was our development and rollout of residential default oriented services which facilitated our expanded relationship with Ocwen. The increase was primarily in default management, asset management and closing and title services. Our Technology Services segment also endeddefault services businesses over the year with an increase in revenue as decreases in infrastructure support revenue were offset by increases in REALServicing principally with one third-party customer. Finally, Financial Services revenues continued to be negatively impacted by the overall economic conditions resulting in a decrease in revenues for this segment.
same period.

Our revenues are seasonal. More specifically, Financial Services revenue tends to be higher in the first half of the yearquarter as borrowers may utilize tax refunds to pay debts.debts and generally declines throughout the year. Mortgage Services revenue is impacted by Real Estate Owned (“REO”) sales of residential homes which tend to be at their lowest level during fall and winter months and highest during spring and summer months.

- 24 -


Cost of Revenue

Cost of revenueRevenue 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 years ended December 31, 2011, 2010 2009 and 2008:

                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Compensation and Benefits $62,791   (23)% $51,251   14% $59,311 
Outside Fees and Services  60,583   (41)  43,026   (20)  35,825 
Reimbursable Expenses  47,449   (195)  16,077   (100)   
Technology and Communication  18,236   (11)  16,443   17   19,912 
                  
Cost of Revenue $189,059   (49)% $126,797   (10)% $115,048 
                  
                     
Gross Profit Percentage                    
Gross Profit/Service Revenue  45%      41%      28%
                  
(*)Represents percentage change (better/(worse)) from prior period.
On2009:

September 30,September 30,September 30,September 30,September 30,
      Years Ended December 31, 

(in thousands)

    2011  % Better
/(Worse)
   2010  % Better
/(Worse)
   2009 

Compensation and Benefits

    $82,548    (31  $62,791    (23  $51,251  

Outside Fees and Services

     86,201    (42   60,583    (41   43,026  

Reimbursable Expenses

     82,074    (73   47,449    (195   16,077  

Technology and Communications

     18,772    (50   12,548    (8   11,613  

Depreciation and Amortization

     6,254    (10   5,688    (18   4,830  
    

 

 

    

 

 

    

 

 

 

Cost of Revenue

    $275,849    (46  $189,059    (49  $126,797  
    

 

 

    

 

 

    

 

 

 

Gross Profit Percentage:

          

Gross Profit/Service Revenue

     44    45    41
    

 

 

    

 

 

    

 

 

 

The increase in Cost of Revenue is directly attributable to our investments in personnel and technology principally to support the increase in Ocwen’s residential loan servicing portfolio, the development of new mortgage and real estate portfolio management services and growth in third party vendor costs.

As a consolidated basis, our gross margins based onpercent of Service Revenue, Compensation and Benefits declined for the year ended December 31, 2010 increasedeach period presented as a result of investments in training, technology and process improvement and, in 2011, the compositionweakening of revenues being more weighted towards the higher margin Mortgage Services segment,Indian Rupee. Two factors mitigate initiatives meant to improve employee productivity. First, in anticipation of Ocwen’s boarding of significant loan servicing portfolios (as occurred in September 2010, September 2011 and expected in the acquisitionfirst half of MPA2012), we have had to hire personnel three to six months in 2010 andadvance in order to adequately train such persons in the delivery of our abilityservices. Second, as we develop new services, we invest heavily in personnel to efficiently scale our operations as our referral base grows. Our gross profit percentage increased in 2009 compared to 2008 reflecting the composition of revenues being more weighted towards Mortgage Services. In addition, we aggressively reduced our compensation cost within our Financial Services segment both by reducing the overall number of collectors as well as redistributing collectors to less expensive locations.

Compensation and Benefits costs grew in 2010 to support the national rolloutensure high quality delivery of services until such time as we deploy technology and the growth in Ocwen’s residential loan portfolio. In addition, for periods subsequentprocess improvement to the Separation Date, we treat compensation costs associated with segment executive management and segment marketing activities as a component of Selling, General and Administrative Expenses. The decrease in 2009 compared to 2008 was related to the decreased compensation costs in our Financial Services segment as discussed above.
In 2010 and 2009, improve productivity at reduced costs.

Outside Fees and Services primarily increasedconsists principally of vendor costs that are not passed through at cost as Reimbursable Expenses. These principally include certain valuation and pre-foreclosure asset management services. The increase of these costs as a percent of Service Revenue in our Mortgage Services segment consistent with2011 is principally due to the expansiontiming and magnitude of our services.loans boarded by Ocwen during the year and the mix of mortgage services provided. We intend to reduce Outside Fees and Services in 2010 also increased when compared to the prior year in our Financial Services segment as a resultpercent of an increase in placements we service using external collectors.

During 2009, Outside Fees and Services increased compared to 2008 in our Financial Services segment as we attempted to collect on more accounts in 2009 than in 2008 and, therefore, incurred greater costs. Our Financial Services segment increased its use of external collectors resulting in a shift in cost from Compensation and Benefits to Outside Fees and Services.
As noted above in our discussion of TotalService Revenue the expansionover time through deployment of our assetnext generation vendor and process management technologies, beginning in the second half of 2012 and defaultcontinuing through 2013.

Our gross margins can vary significantly from period to period. The most significant factors contributing to variability include seasonality, mix of services was the primary contributor to the increasedelivered, timing of investments in Reimbursable Expenses which are reflected as a componentnew services and hiring of Cost of Revenues.

The increasestaff in Technology and Communication Costs in 2010 is primarily related to costs associated with the new data center. In addition, costs increased as a result of the additionadvance of new facilitiesbusiness and the expansiontiming of bandwidth and server capacity to handle the increased demands experienced due to growth in Ocwen’s portfolio andwhen loans are boarded by our services.
In 2009, Technology and Communications decreased compared to 2008 in part due to the reduction of telephony costs, as well as lower overall technology costs due to fewer collectors in the Financial Services segment. Finally, we incurred lower depreciation in 2009 as several assets became fully depreciated late in 2008. This included the acceleration of depreciation of certain obsolete technology that impacted the 2008 periods but not those in 2009.

customers.

- 25 -


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 years ended December 31, 2011, 2010 2009 and 2008:

                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Compensation and Benefits $19,116   N/M  $4,096   34% $6,208 
Professional Services  8,026   22%  10,252   (214)  3,270 
Occupancy Related Costs  12,154   (44)  8,456   (4)  8,125 
Amortization of Intangible Assets  4,891   (83)  2,672   (5)  2,554 
Goodwill Impairment  2,816   (100)          
Other  10,349   26   13,997   (77)  7,931 
                  
Total Selling, General and Administrative Expenses $57,352   (45)% $39,473   (41)% $28,088 
                  
                     
Operating Margin Percentage                    
Income from Operations/Service Revenue  22%      20%      11%
                  
N/M — Not meaningful.
(*)Represents percentage change (better/(worse)) from prior period.
2009:

September 30,September 30,September 30,September 30,September 30,
     Years Ended December 31, 

(in thousands)

    2011  % Better
/(Worse)
   2010  % Better
/(Worse)
   2009 

Compensation and Benefits

    $22,327    (17  $19,116    N/M    $4,096  

Professional Services

     6,658    17     8,026    22     10,252  

Occupancy Related Costs

     17,824    (67   10,684    (36   7,854  

Amortization of Intangible Assets

     5,291    (8   4,891    (83   2,672  

Goodwill Impairment

     —      100     2,816    N/M     —    

Depreciation and Amortization

     2,097    (43   1,470    (144   602  

Other

     7,934    23     10,349    26     13,997  
    

 

 

    

 

 

    

 

 

 

Total Selling, General & Administrative Expenses

    $62,131    (8  $57,352    (45  $39,473  
    

 

 

    

 

 

    

 

 

 

Operating Percentage:

          

Income from Operations/Service Revenue

     26    22    20
    

 

 

    

 

 

    

 

 

 

N/M — not meaningful.

Selling, General and Administrative costs on a consolidated basis began to stabilize in 2011. The significant increase over the periods presented is principally attributable to increased costs associated with being a newly formed public company and increased Occupancy Related Costs to support the growth in operations as previously described.

Compensation and Benefits increased in 2010 primarilyover the periods presented as a result of the cost of being a separate public company for a full year; the need to havewe developed separate support functions such asincluding accounting, legallaw and human resources;resources. In addition, contributing to the previously mentioned reclassification of certain executiveincrease in 2011 and marketing related compensation costs from Cost of Revenues; and2010 was increased equity compensation for senior executives. Compensation and Benefits

Professional Services expense decreased in 2008 primarily representthe most recent period principally due to a focus on reduced legal costs through increased compliance, particularly within our Financial Services segment. The 2009 period includes one-time expenses allocated from Ocwen throughassociated with the Separation Date($3.4 million) and litigation costs ($1.4 million).

Other costs principally include travel related expenditures, bank charges and reserves for certain corporate functions as discussed more fully in “SECTION 1 — OVERVIEW, Separation”above. Subsequent to the Separation Date, these typesdoubtful accounts. In 2009, this category also includes one-time facility closure costs of expenses (although no longer allocated from Ocwen) are included in all of the Selling, General and Administrative Expense categories above. As a result, the decrease in 2009 is the result of allocations from Ocwen only representing a partial period compared to a full year of allocations from Ocwen$1.9 million in the 2008.

Costs associated with ProfessionalFinancial Services have increased in 2010 after we consider the impact of 2009 one-time costs. The increase in Professional Services is primarily attributable to costs associated with being a separate public company for a full year including increased audit and legal fees as well as insurance. Professional Services increased in 2009 compared to 2008 primarily due to $3.4 million of one-time separation related expenses, $1.4 million increase in legal expense primarily due to litigationsegment (see Note 1711 to the consolidated financial statements) and an increase in costs associated with being.

Income from Operations as a public company such as audit fees along with Director and Officer insurance.

Occupancy Related Costspercent of Service Revenue increased in330 basis points compared to 2010 primarilyprincipally as a result of our expansion of services which ledability to new leased facilities in India and the United States. The increase was partially offset by decreases associated with lease facility closures in the Financial Services segment in 2009.
Amortization of Intangible Assets increased in 2010leverage support costs as a result of the intangibles acquired in connection with the acquisition of MPA (see Notes 4 and 8 to the consolidated financial statements). In addition, we impaired the remaining $2.8 million of goodwill in 2010 related to the Financial Services segment.
Other Selling, General and Administrative Expenses in 2010 was comparable to 2009 when adjusting for the $1.9 million in facility closure costs recognized in 2009 consisting of lease exit costs and severance for closure of facilities in Miramar, Florida and Victoria, British Columbia, Canada. These facility closure costs also led to the increase in 2009 as compared to 2008.

our revenue grew significantly.

- 26 -

Income Tax (Provision)/Benefit


EBITDA
Altisource evaluates performance based on several factors of which a primary financial measure is income before interest, tax, depreciation and amortization (“EBITDA”). In addition, we adjusted EBITDA for goodwill impairment and Net Income Attributable to Non-controlling Interests. We believe that this non-GAAP financial measure is useful to investors and analysts in analyzing and assessing our overall business performance since we utilize this information for making operating decisions, for compensation decisions and for forecasting and planning future periods. While the Company uses non-GAAP financial measures as a tool to enhance its understanding of certain aspects of its financial performance and to provide incremental insight into the underlying factors and trends affecting both the Company’s performance and its cash-generating potential, the Company does not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial measures. Consistent with this approach, the Company believes that disclosing non-GAAP financial measures to the readers of its financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP financial measures, allows for greater transparency in the review of its financial and operational performance and enables investors to more fully understand trends in its current and future performance.
                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Income Before Income Taxes $55,771   48% $37,576   157% $14,601 
Interest, net  87   95   1,644   38   2,655 
Depreciation and Amortization  7,158   (32)  5,432   31   7,836 
Amortization of Intangibles  4,891   (83)  2,672   (5)  2,554 
Goodwill Impairment  2,816               
Net Income attributable to Non-controlling Interests  (6,903)  (100)         
                  
EBITDA $63,820   35% $47,324   71% $27,646 
                  
                     
EBITDA Margin:                    
EBITDA/Service Revenue  26%      25%      17%
                  
(*)Represents percentage change (better/(worse)) from prior period.
(1)See “SECTION 3 — SEGMENT RESULTS OF OPERATIONS” below for a reconciliation of the most directly comparable GAAP measure to EBITDA.
EBITDA margins based on Service Revenue increased only slightly in 2010 as a result of the revenue and expenses changes discussed above as continued reinvestment in our business, particularly to support the national rollout of default oriented services and the growth in Ocwen’s residential loan portfolio.
For 2011, we will continue to invest in our service offerings. Significant investments in 2011 are expected to include the development and national rollout of title insurance and origination services in our Mortgage Services segment and our REALSuite of services within our Technology Services segment. These investments are important for our growth in future periods, but will continue to minimize expansion of EBITDA margins against Service Revenue.
In addition to the changes in 2009 as compared to 2008 in revenue and expenses discussed above, the increase in EBITDA also benefited from $2.3 million of Other Income recorded in 2009 relating to a litigation settlement (see Note 17 to the consolidated financial statements).

- 27 -


Income Taxes
Our income tax provision / (benefit) / provision was $7.9 million, $(0.4) million and $11.6 million in 2011, 2010 and $5.4 million in 2010, 2009, and 2008, respectively. OurAdjusting for the impact of net income attributable to Non-controlling Interests, our effective tax rate was (0.8)%10.0%, (0.8) % and 30.9% for 2011, 2010 and 36.9% for 2010, 2009, and 2008, respectively. Our consolidated effective income tax rate for financial reporting purposes may change periodically due to changes in enacted tax rates, fluctuations in the mix of income earned from our domestic and international operations which may be subject to differing tax rates and based on our ability to utilize net operating loss and tax credit carryforwards.
The primary reason for the recognition of a benefit in 2010 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. This ruling did not have a material impact on our deferred tax assets or liabilities. In addition, the change in the mix of income in various taxing jurisdictions also worked to reduce our rate, including a decline in the performance of our Financial Services segment which served to reduce our taxes in the United States.

Our income tax provision computed by applying the Luxembourg statutory tax rate of 28.6%28.8% differs from our effective tax rate primarilyin all three periods because of the effect of the favorable tax ruling as well as the varying tax rates in multiple taxing jurisdictions.

jurisdictions, the calculation of taxable net income in certain jurisdictions and the impact of tax credit carryforwards. In June 2010, we received a favorable tax ruling regarding the treatment of certain intangibles that exist for purposes of determining our taxable income. The principal contributing factorruling was retroactive to the reduction in rate duringdate of Separation. As a result of the ruling, we recognized a $3.4 million credit attributable to 2009 is the composition of Pre-Tax Income by jurisdiction when compared to prior periods.
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 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.
second quarter 2010.

Recent Accounting Pronouncements

There are no pending accounting pronouncements that are expected to have a material impact upon adoption.

SEGMENT RESULTS OF OPERATIONS

The following section provides a discussion of pre-tax results of operations of our business segments for the years ended December 31, 2011, 2010 2009 and 2008.2009. Transactions between segments are accounted for as third-party arrangements for purposes of presenting Segment Results of Operations. Intercompany transactions primarily consist of information technology infrastructure services and charges for the use of certain REAL servicesREALSuite applications from our Technology Services segment to our other two segments. Generally, we reflect these charges within Technologysegments and Communication in the segment receiving the services except for consulting services which we reflect in professional services.

Corporate.

 

- 28 -

September 30,September 30,September 30,September 30,September 30,
     For the Year Ended December 31, 2011 

(in thousands)

    Mortgage
Services
     Financial
Services
   Technology
Services
   Corporate
Items and
Eliminations
   Consolidated
Altisource
 

Revenue

    $311,921      $71,181    $56,094    $(15,509  $423,687  

Cost of Revenue

     202,035       51,096     36,874     (14,156   275,849  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit

     109,886       20,085     19,220     (1,353   147,838  

Selling, General and Administrative Expenses

     15,278       15,634     4,867     26,352     62,131  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Operations

     94,608       4,451     14,353     (27,705   85,707  

Other Income (Expense), net

     248       (34   (49   38     203  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) Before Income Taxes

    $94,856      $4,417    $14,304    $(27,667  $85,910  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Transactions with Related Parties:

              

Revenue

    $223,184      $266    $21,812    $—      $245,262  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Selling, General and Administrative Expenses

    $—        $—      $—      $1,893    $1,893  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 


                     
  For the Year Ended December 31, 2010 
              Corporate    
  Mortgage  Financial  Technology  Items and  Consolidated 
(in thousands) Services  Services  Services  Eliminations  Altisource 
                     
Revenue $204,771  $59,979  $52,013  $(15,385) $301,378 
Cost of Revenue  124,485   49,781   28,909   (14,116)  189,059 
                
Gross Profit  80,286   10,198   23,104   (1,269)  112,319 
Selling, General and Administrative Expenses  14,890   19,567   4,985   17,910   57,352 
                
Income (Loss) from Operations  65,396   (9,369)  18,119   (19,179)  54,967 
Other income (expense), net  781   (50)  (60)  133   804 
                
Income (Loss) Before Income Taxes $66,177  $(9,419) $18,059  $(19,046) $55,771 
                
                     
Reconciliation to EBITDA                    
Income (Loss) Before Income Taxes $66,177  $(9,419) $18,059  $(19,046) $55,771 
Interest, net  (11)  55   64   (21)  87 
Depreciation(1)
  268   1,972   4,499   419   7,158 
Amortization of Intangibles  2,218   2,673         4,891 
Goodwill Impairment     2,816         2,816 
Net Income attributable to Non controlling interests  (6,903)           (6,903)
                
EBITDA $61,749  $(1,903) $22,622  $(18,648) $63,820 
                
                     
Transactions with Related Parties Included Above:                    
Revenue $135,655  $166  $19,167  $  $154,988 
Selling, General and Administrative Expenses           1,056   1,056 
Interest Expense               
                     
  For the Year Ended December 31, 2009 
              Corporate    
  Mortgage  Financial  Technology  Items and  Consolidated 
(in thousands) Services  Services  Services  Eliminations  Altisource 
                     
Revenue $103,098  $64,434  $47,453  $(12,173) $202,812 
Cost of Revenue  60,735   52,871   24,477   (11,286)  126,797 
                
Gross Profit  42,363   11,563   22,976   (887)  76,015 
Selling, General and Administrative Expenses  5,625   19,267   4,731   9,850   39,473 
                
Income (Loss) from Operations  36,738   (7,704)  18,245   (10,737)  36,542 
Other income (expense), net  31   1,324   (319)  (2)  1,034 
                
Income (Loss) Before Income Taxes $36,769  $(6,380) $17,926  $(10,739) $37,576 
                
                     
Reconciliation to EBITDA                    
Income (Loss) Before Income Taxes $36,769  $(6,380) $17,926  $(10,739) $37,576 
Interest, net  28   1,314   318   (16)  1,644 
Depreciation(1)
  48   2,402   2,906   76   5,432 
Amortization of Intangibles     2,672         2,672 
                
EBITDA $36,845  $8  $21,150  $(10,679) $47,324 
                
                     
Transactions with Related Parties Included Above:                    
Revenue $74,089  $98  $20,710  $  $94,897 
Selling, General and Administrative Expenses  2,712   467   1,517   (388)  4,308 
Interest Expense  30   1,029   231      1,290 

 

- 29 -


                     
  For the Year Ended December 31, 2008 
              Corporate    
  Mortgage  Financial  Technology  Items and  Consolidated 
(in thousands) Services  Services  Services  Eliminations  Altisource 
                     
Revenue $54,956  $73,835  $45,283  $(13,711) $160,363 
Cost of Revenue  36,392   62,590   29,777   (13,711)  115,048 
                
Gross Profit  18,564   11,245   15,506      45,315 
Selling, General and Administrative Expenses  5,027   17,168   6,118   (225)  28,088 
                
Income (Loss) from Operations  13,537   (5,923)  9,388   225   17,227 
Other income (expense), net  (58)  (1,952)  (391)  (225)  (2,626)
                
Income (Loss) Before Income Taxes $13,479  $(7,875) $8,997  $  $14,601 
                
                     
Reconciliation to EBITDA                    
Income (Loss) Before Income Taxes $13,479  $(7,875) $8,997  $  $14,601 
Interest, net  58   2,025   572      2,655 
Depreciation(1)
  34   3,202   4,600      7,836 
Amortization of Intangibles     2,554         2,554 
                
EBITDA $13,571  $(94) $14,169  $  $27,646 
                
                     
Transactions with Related Parties Included Above:                    
Revenue $41,635  $1,181  $35,146  $(13,711) $64,251 
Selling, General and Administrative Expenses  3,633   595   1,980      6,208 
Interest Expense  58   1,833   378      2,269 
(1)Includes depreciation and amortization of $1.0 million, $2.0 million and $2.8 million in the years ended December 31, 2010, 2009 and 2008, respectively, for assets reflected in the Technology Services segment but utilized by the Financial Services segment.
September 30,September 30,September 30,September 30,September 30,
     For the Year Ended December 31, 2010 

(in thousands)

    Mortgage
Services
     Financial
Services
   Technology
Services
   Corporate
Items and
Eliminations
   Consolidated
Altisource
 

Revenue

    $187,133      $77,617    $52,013    $(15,385  $301,378  

Cost of Revenue

     117,691       56,575     28,909     (14,116   189,059  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit

     69,442       21,042     23,104     (1,269   112,319  

Selling, General and Administrative Expenses

     13,718       20,739     4,985     17,910     57,352  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Operations

     55,724       303     18,119     (19,179   54,967  

Other Income (Expense), net

     781       (50   (60   133     804  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) Before Income Taxes

    $56,505      $253    $18,059    $(19,046  $55,771  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Transactions with Related Parties:

              

Revenue

    $135,655      $166    $19,167    $—      $154,988  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Selling, General and Administrative Expenses

    $—        $—      $—      $1,056    $1,056  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

 

- 30 -

September 30,September 30,September 30,September 30,September 30,
     For the Year Ended December 31, 2009 

(in thousands)

    Mortgage
Services
     Financial
Services
     Technology
Services
   Corporate
Items and
Eliminations
   Consolidated
Altisource
 

Revenue

    $87,801      $79,731      $47,453    $(12,173  $202,812  

Cost of Revenue

     56,539       57,067       24,477     (11,286   126,797  
    

 

 

     

 

 

     

 

 

   

 

 

   

 

 

 

Gross Profit

     31,262       22,664       22,976     (887   76,015  

Selling, General and Administrative Expenses

     4,913       19,979       4,731     9,850     39,473  
    

 

 

     

 

 

     

 

 

   

 

 

   

 

 

 

Income (Loss) from Operations

     26,349       2,685       18,245     (10,737   36,542  

Other Income (Expense), net

     31       1,324       (319   (2   1,034  
    

 

 

     

 

 

     

 

 

   

 

 

   

 

 

 

Income (Loss) Before Income Taxes

    $26,380      $4,009      $17,926    $(10,739  $37,576  
    

 

 

     

 

 

     

 

 

   

 

 

   

 

 

 

Transactions with Related Parties:

                

Revenue

    $74,089      $98      $20,710    $—      $94,897  
    

 

 

     

 

 

     

 

 

   

 

 

   

 

 

 

Selling, General and Administrative Expenses

    $2,712      $467      $1,517    $(388  $4,308  
    

 

 

     

 

 

     

 

 

   

 

 

   

 

 

 

Interest Expense

    $30      $1,029      $231    $—      $1,290  
    

 

 

     

 

 

     

 

 

   

 

 

   

 

 

 


Mortgage Services

The following table presents our results of operations for our Mortgage Services segment for the years ended December 31:

                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Service Revenue $153,318   76% $87,021   58% $54,956 
Reimbursable Expenses  44,550   177   16,077   100    
Cooperative Non-controlling Interest  6,903   100      100    
                  
Total Revenue  204,771   99   103,098   88   54,956 
Cost of Revenue  124,485   (105)  60,735   (67)  36,392 
                  
Gross Profit  80,286   90   42,363   128   18,564 
                     
Gross Profit/Service Revenue  52%      49%      34%
                     
Selling, General and Administrative Expenses  14,890   (165)  5,625   (12)  5,027 
                  
Income from Operations $65,396   78% $36,738   171% $13,537 
                  
                     
Income from Operations/Service Revenue  43%      42%      25%
                     
EBITDA(1)
 $61,749   68% $36,845   171% $13,571 
                  
                     
Transactions with Related Parties:                    
Revenue $135,655      $74,089      $41,635 
Selling, General and Administrative Expenses         2,712       3,633 
Interest Expense         30       58 
(*)Represents percentage change (better/(worse)) from prior period.
(1)See table at the beginning of this section for a reconciliation of the most directly comparable GAAP measure to EBITDA.

September 30,September 30,September 30,September 30,September 30,
     Years Ended December 31, 

(in thousands)

    2011  % Better
/(Worse)
     2010  % Better
/(Worse)
     2009 

Service Revenue

    $224,942    66      $135,680    89      $71,724  

Reimbursable Expenses

     80,124    80       44,550    177       16,077  

Cooperative Non-controlling Interest

     6,855    (1)       6,903    N/M       —    
    

 

 

      

 

 

      

 

 

 

Total Revenue

     311,921    67       187,133    113       87,801  

Cost of Revenue

     202,035    (72)       117,691    (108)       56,539  
    

 

 

      

 

 

      

 

 

 

Gross Profit

     109,886    58       69,442    122       31,262  

Selling, General and Administrative Expenses

     15,278    (11)       13,718    (179)       4,913  
    

 

 

      

 

 

      

 

 

 

Income from Operations

    $94,608    70      $55,724    111      $26,349  
    

 

 

      

 

 

      

 

 

 

Margins:

              

Gross Profit/Service Revenue

     49      51      44

Income from Operations/Service Revenue

     42      41      37

Transactions with Related Parties

              

Revenue

    $223,184    65      $135,655    83      $74,089  
    

 

 

      

 

 

      

 

 

 

Selling, General and Administrative Expenses

    $—      N/M      $—      (100)      $2,712  
    

 

 

      

 

 

      

 

 

 

Interest Expense

    $—      N/M      $—      (100)      $30  
    

 

 

      

 

 

      

 

 

 

N/M — not meaningful.

Our Mortgage Services segment continued to beis the primary driver of our overall growth for the periods presented. The growth in Mortgage Services has been driven by our development and national rollout of default oriented Mortgage Services over our national delivery platform. This segment was also aided byis directly attributable to the growth in Ocwen’s residential loan servicing portfolio and our acquisition of MPA in February 2010.

We are committed to providing a suitedevelopment of mortgage originationand real estate portfolio management services including valuation, title, fulfillmentthat have allowed us to capture more Service Revenue per loan.

In 2011, we reorganized our reporting structure within this segment in that certain services originally part of Component Services and flood certification services. ThroughOther are now classified as part of Customer Relationship Management in our acquisitionFinancial Services segment. Following this change, Component Service and Other was renamed Origination Management Services. Prior periods have been recast to conform to the current year presentation.

An initiative for 2011 was the formation of MPA, we have preferred access to financial institutionsCorrespondent One which we believe constitutes 6% of the total residential mortgage origination market. In addition, forprovides members of MPA, we believe that over time we can work with Ocwen and other partners to provideLenders One additional avenues to sell loans beyond the currentLenders One’s preferred investor arrangements resultingand the members’ own network of loan buyers. We anticipate this will result in improved capital markets execution. We expect this willexecution for the members and facilitate the sale of our services to the members.

Although Through July 2011, we believefulfilled our funding obligations to Correspondent One and account for such investment under the developmentequity method within this segment. In 2011, we recognized a net loss of origination services is important$0.5 million attributable to balancing out our service offerings, it will require a significant investment in personnel, technology and management. In addition, givenCorrespondent One. We expect Correspondent One to incur losses until the significant growth in our default oriented services, we continue to invest significant resources to ensure that we meet the demandssecond half of our customers. In addition, investments will be made in development stage services such as an enhanced consumer real estate portal. These investments could limit our ability to significantly expand margins during 2011.
We experienced significant growth in our Mortgage Services segment in 2009 as compared to 2008 as we rolled out our residential default related services. We were able to develop and rollout these services and still achieve a 36% EBITDA margin in 2009 which includes the impact of expense reimbursements. We did this by leveraging our global delivery model and our experience with technological based solutions, econometrics and behavioral science.
2012.

Revenue

 

September 30,September 30,September 30,September 30,September 30,
     Years Ended December 31, 

(in thousands)

    2011     % Better
/(Worse)
     2010     % Better
/(Worse)
     2009 

Service Revenue

                    

Asset Management Services

    $64,975       75      $37,079       130      $16,156  

Origination Management Services

     18,711       17       15,932       N/M       3,899  

Residential Property Valuation

     51,785       55       33,502       25       26,800  

Closing and Insurance Services

     56,496       104       27,754       59       17,444  

Default Management Services

     32,975       54       21,413       188       7,425  
    

 

 

         

 

 

         

 

 

 

Total Service Revenue

     224,942       66       135,680       89       71,724  

Reimbursable Expenses

                    

Asset Management Services

     76,511       83       41,920       193       14,308  

Default Management Services

     3,497       50       2,328       32       1,769  

Closing and Insurance Services

     116       (62)       302       N/M       —    
    

 

 

         

 

 

         

 

 

 

Total Reimbursable Expenses

     80,124       80       44,550       177       16,077  

Non-controlling Interests

     6,855       (1)       6,903       N/M       —    
    

 

 

         

 

 

         

 

 

 

Total Revenue

    $311,921       67      $187,133       113      $87,801  
    

 

 

         

 

 

         

 

 

 

Transactions with Related Parties:

                    

Asset Management Services

    $136,685       73      $78,999       159      $30,464  

Residential Property Valuation

     48,734       50       32,525       26       25,762  

Closing and Insurance Services

     26,733       54       17,379       29       13,496  

Default Management Services

     11,032       63       6,752       55       4,367  
    

 

 

         

 

 

         

 

 

 

Total

    $223,184       65      $135,655       83      $74,089  
    

 

 

         

 

 

         

 

 

 

- 31 -

N/M — not meaningful.


Revenue
                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Revenue:                    
Asset Management Services $78,999   159% $30,464   N/M  $1,167 
Component Services and Other  40,473   111   19,196   64%  11,683 
Residential Property Valuation  33,502   25   26,800   (7)  28,882 
Closing and Title Services  28,056   61   17,444   (32)  13,173 
Default Management Services  23,741   158   9,194   N/M   51 
                  
Total Revenue $204,771   99% $103,098   88% $54,956 
                  
                     
Reimbursable Expenses:                    
Asset Management Services $41,920      $14,308      $ 
Default Management Services  2,328       1,769        
Closing and Title Services  302               
                  
Reimbursable Expenses $44,550      $16,077      $ 
                  
                     
Transactions with Related Parties:                    
Asset Management Services $78,999      $30,464      $1,161 
Residential Property Valuation  32,525       25,762       27,301 
Closing and Title Services  17,379       13,496       13,173 
Default Management Services  6,752       4,367        
                  
Revenue $135,655      $74,089      $41,635 
                  
(*)Represents percentage change (better/(worse)) from prior period.
N/M — not meaningful.
In our Mortgage Services segment, we generate the majority of our revenue by providing outsourced services that span the lifecycle of a mortgage loan primarily for Ocwen or with respect to the residential loan portfolio serviced by Ocwen. In addition to our relationship with Ocwen, we have relationships with some of the leading capital markets firms, commercial banks, hedge funds, insurance companies, credit unions and lending institutions. We provide services that enhance their ability to make informed investment decisions and manage their core operations.

Asset Management Services.Asset management services principally include property preservation, property inspection, REO asset management and REO brokerage. During 2009, we established brokerage operations in three key states and launchedwww.altisourcehomes.com andwww.gohoming.com. InAsset Management Services has been the first quarter of 2010, we completed our national network for property preservation services and, including our real estate broker referral network, have national coverage for REO dispositions. The increase in revenuelargest contributor to Service Revenue growth over the three year period has mostly been driven by ourwhich reflects an increase in the number of REO sold, the number of REO for which we provide property preservation services to date; however, theand an increase in REO brokerage referrals should ultimately drive additional revenues.

pre-foreclosure inspection services.

ComponentOrigination Management Services and Other. ComponentOrigination Management Services includes MPA and our business process group which principally provides outsourced services for key insurers in the mortgage industry. In addition, we record the results of MPA in this grouping.developing fulfillment business. The increase in component services over the three yearsyear period is principally due to the inclusion of MPA’s results from the date of acquisition in 2010February 2010. For the year ended December 31, 2011, MPA experienced a net increase of 35 members and an expanded relationship with an existing customer beginning in the second quarterhad 214 members as of 2009. The renewed contract with the existing customer has a five year term, thus we anticipate that we will continue to generate revenues from this customer at least at the current level for the next several years.

December 31, 2011.

Residential Property Valuation.Valuation Services.During 2010, we saw anWe provide our customers with a broad range of traditional appraisal and other valuation services. The increase over the three year period was primarily in broker price opinion referrals and revenues as a result of Ocwen’s residential loan servicing portfolio growth includingand, in 2011, to a lesser degree from the HomEq portfolio. We expect to see an increased level of referrals to continue duringSpringhouse acquisition in April 2011. As one of the more mature services in our portfolio, residential property valuations are more subject to market conditions and therefore saw declines in 2009 as compared to 2008 given the downturn in private label mortgage securitizations.

- 32 -


Closing and TitleInsurance Services. This business includes legacy services such as pre-foreclosureClosing and Insurance Services principally consists of title search, title agency and similar insured services. During 2011, we remained focused on increasing our referral capture rate in our operational states and rolling out insured title services as well as an expanded array of title services that were rolled out during 2010 and 2009 principally around REO purchase transactions. During 2010,nationwide, similar to what we began to roll outaccomplished with our title agency businesssearch and asset management businesses in key markets. In December 2010, we obtained agency status in California which we believe will drive significant revenue growth in 2011.
2010.

Default Management Services. This group includes support services whereby weWe provide non-legal back-office support for foreclosure, bankruptcy and eviction attorneys as well as non-judicial foreclosure services in California and Nevada.trustee services. We do not execute or notarize foreclosure affidavits of debt or lost note affidavits. Higher revenue in 2010The increase over the three year period was primarily driven by our increased footprint as we expanded the states where we provide foreclosure support services to 26 states during the year. In addition we also expanded the footprint over which we provide our bankruptcy and eviction support services. In 2009, the majoritya result of our revenue was derived from processing foreclosure support services.

continued rollout of a national platform as well as Ocwen’s loan servicing portfolio growth.

Cost of Revenue

                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Expenditures $79,935   (79)% $44,658   (23)% $36,392 
Reimbursable Expenses  44,550   (177)  16,077   (100)   
                  
Cost of Revenue $124,485   (105)% $60,735   (67)% $36,392 
                  
                     
Gross Profit Percentage:                    
Gross Profit/Service Revenue  52%      49%      34%
                  
(*)Represents percentage change (better/(worse)) from prior period.
During 2010, we began scaling our operations

September 30,September 30,September 30,September 30,September 30,
     Years Ended December 31, 

(in thousands)

    2011  % Better
/(Worse)
     2010  % Better
/(Worse)
     2009 

Compensation and Benefits

    $37,264    (81)      $20,584    (154)      $8,115  

Outside Fees and Services

     73,888    (64)       45,135    (55)       29,208  

Reimbursable Expenses

     80,124    (80)       44,550    (177)       16,077  

Technology and Communications

     10,150    (42)       7,160    (131)       3,093  

Depreciation and Amortization

     609    (132)       262    N/M       46  
    

 

 

      

 

 

      

 

 

 

Cost of Revenue

    $202,035    (72)      $117,691    (108)      $56,539  
    

 

 

      

 

 

      

 

 

 

Gross Margin Percentage:

              

Gross Profit/Service Revenue

     49      51      44
    

 

 

      

 

 

      

 

 

 

N/M — Not meaningful.

Cost of Revenues increased for the periods presented due to investments in personnel and vendor costs to support the national rollout of services and in anticipation of the growthincrease in Ocwen’s residential loan portfolio. Theseservicing portfolio as well as the development of new mortgage and real estate portfolio management services.

The most significant factors impacting gross profit margins as a percent of Service Revenue are investments in personnel and third party vendor costs. Although we have been able to generally maintain or improve our margins in a period of accelerated growth, over time we will seek to reduce employee and vendor costs haveas a percent of Service Revenue principally included increasedthrough deployment of our next generation vendor, process and payment management technologies beginning in the second half of 2012 and continuing through 2013.

Our margins also can vary substantially based upon when servicing is acquired by Ocwen. Typically, compensation and benefits will increase in anticipation of an acquisition as we hire and technology costs. Duetrain personnel to deliver services in advance of the numberactual boarding of people hiredloans. Subsequently, as new loans are boarded, for the first couple of months post boarding, we tend to deliver an elevated level of valuations and pre-foreclosure services for which we incur substantially more Outside Fees and Services when compared to asset management services.

When compared to 2010, gross profits as a percent of Service Revenue declined in 2011 principally due to additional investment in personnel to support the requisite training time, it was necessaryboarding of loans in September and November 2011 and to prepare for loans we expect Ocwen to board in 2012. In addition, we continue to invest in personnel to develop these resources several months priorour newer services including insurance and origination services. Gross profit margins as a percent of Service Revenue improved in 2010 when compared to the completion2009 as a result of Ocwen’s acquisitionservices being more weighted towards asset management services which tend to have higher margins as a result of the HomEq residential loan portfolio.

Core to our operating philosophy is a focus on selling solutionsless Outside Fees and units of output as opposed to seats. This allows us to benefit from increased operational efficiencies. We gain operational efficiencies via use of technology, employing econometrics, consumer behavioral principles and six sigma techniques. This philosophy along with a focus on default oriented services has allowed us to achieve high gross profit margins. During 2011, we expect to invest significantly in new services, some of which have a lower margin than our existing services or operate at a loss, in order to balance out our service offerings.
Services.

Selling, General and Administrative Expenses

                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Total Selling, General and Administrative Expenses $14,890   (165)% $5,625   (12)% $5,027 
                  
                     
Operating Percentage:                    
Income from Operations/Service Revenue  43%      42%      25%
                  
(*)Represents percentage change (better/(worse)) from prior period.

 

September 30,September 30,September 30,September 30,September 30,
     Years Ended December 31, 

(in thousands)

    2011  % Better
/(Worse)
     2010  % Better
/(Worse)
     2009 

Occupancy Related Costs and Other

    $12,543    (9)      $11,493    (134)      $4,910  

Amortization of Intangible Assets

     2,619    (18)       2,219    N/M       —    

Depreciation and Amortization

     116    N/M       6    (100)       3  
    

 

 

      

 

 

      

 

 

 

Selling, General and Administrative Expenses

    $15,278    (11)      $13,718    (179)      $4,913  
    

 

 

      

 

 

      

 

 

 

Operating Margin Percentage:

              

Income from Operations/Service Revenue

     42      41      37
    

 

 

      

 

 

      

 

 

 

- 33 -

N/M — Not meaningful.


Selling, General and Administrative Expenses increased over the three year period principally due to the exponential growth in the segment which required investments in facilities, technology and other general and administrative costs. As this segment continues to grow, we should begin to leverage Selling, General and Administrative Expenses resulting in increased margins.

The increase in 2010 principallywas also as a result of the classification of certain compensation and benefit costs related to segment management and marketing previously being captured either in Cost of Revenue or as a component of the Corporate segment. In addition, professional services fees such as those associated with the external audit have increased in 2010 as a result of being a public company for a full year. Finally, we incurred significant additional facility costs as a result of scaling our operations.

Selling, General and Administrative Expenses increased during 2009 as compared to 2008 mostly with respect to travel costs and increased training costs related to the increased workforce. Operating margin increased reflective of the increased leverage we obtained as the business grew.
EBITDA
                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
EBITDA $61,749   68% $36,845   171% $13,571 
                  
                     
EBITDA Margin:                    
EBITDA/Service Revenue  40%      42%      25%
                  
(*)Represents percentage change (better/(worse)) from prior period.
Mortgage Services EBITDA growth over the three years presented was predominantly driven by the expansion of our services over a national footprint and the increase in Ocwen’s residential loan portfolio over the three year period. Mortgage Services EBITDA margins in 2010 declined principally as a result of the timing of investments to scale our operations. Our margins fluctuate from period to period depending on the timing of portfolio additions by Ocwen, the mix of services delivered, the seasonality of the business and the timing of investments to scale our operations.

- 34 -


Financial Services

The following table presents our results of operations for our Financial Services segment for the years ended December 31:

                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Service Revenue $57,080   (11)% $64,434   (13)% $73,835 
Reimbursable Expenses  2,899   100          
                  
Total Revenue  59,979   (7)  64,434   (13)  73,835 
                     
Cost of Revenue  49,781   6   52,871   16   62,590 
                  
Gross Profit  10,198   (12)  11,563   3   11,245 
                     
Gross Profit/Service Revenue  18%      18%      15%
                     
Selling, General and Administrative Expenses  19,567   (2)  19,267   (12)  17,168 
                  
Loss from Operations $(9,369)  (22)% $(7,704)  (30)% $(5,923)
                  
                     
Loss from Operations/Service Revenue  (16)%      (12)%      (8%)
                     
EBITDA(1)
 $(1,903)  N/M  $8   109% $(94)
                  
                     
Transactions with Related Parties:                    
Revenue $166      $98      $1,181 
Selling, General and Administrative Expenses         467       595 
Interest expense         1,029       1,833 
(*)Represents percentage change (better/(worse)) from prior period.

      Years Ended December 31, 
         % Better      % Better     

(in thousands)

    2011  /(Worse)   2010  /(Worse)   2009 

Service Revenue

    $69,231    (7  $74,718    (6  $79,731  

Reimbursable Expenses

     1,950    (33   2,899    N/M     —    
    

 

 

    

 

 

    

 

 

 

Total Revenue

     71,181    (8   77,617    (3   79,731  

Cost of Revenue

     51,096    10     56,575    1     57,067  
    

 

 

    

 

 

    

 

 

 

Gross Profit

     20,085    (5   21,042    (7   22,664  

Selling, General and Administrative Expenses

     15,634    25     20,739    (4   19,979  
    

 

 

    

 

 

    

 

 

 

Income from Operations

    $4,451    N/M    $303    (89  $2,685  
    

 

 

    

 

 

    

 

 

 

Margins:

          

Gross Profit/Service Revenue

     29    28    28

Income from Operations/Service Revenue

     6    0    3

Transactions with Related Parties

          

Revenue

    $266    60    $166    69    $98  
    

 

 

    

 

 

    

 

 

 

Selling, General and Administrative Expenses

    $—      N/M    $—      (100  $467  
    

 

 

    

 

 

    

 

 

 

Interest Expense

    $—      N/M    $—      (100  $1,029  
    

 

 

    

 

 

    

 

 

 

N/M — not meaningful.

(1)See table at the beginning of this section for a reconciliation of the most directly comparable GAAP measure to EBITDA.
As with 2009, this past year continued to be a difficult environment for the collections industry, particularly for participants such as ourselves that do not participate in debt buying activities. Beyond the general industry issues,meaningful.

In 2011, we failed to execute on certain key strategic initiatives which resulted in performance issues and for some customers the decline in placements. In the fourth quarter of 2010, we made significant changes to the management ofreorganized our reporting structure within this segment includingin that certain services originally part of Component Services and Other in the namingMortgage Services segment are now classified as part of a new President and the hiring of a new Chief Operations Officer. We continue to make further investmentsCustomer Relationship Management in personnel and technology and believe this will lead to improved performance during 2011.

During 2011, we will continue to focusour Financial Services segment.

Our leadership team is focused on improving revenue per collector,disciplined floor management, delivering more services over our global delivery platform, expanding our quality and analytical initiatives and investing in new technology. We expect limited revenue growth

In July 2011, we purchased the assembled workforce of a sub-contractor in this segmentIndia that performs asset recovery services. For periods prior to the acquisition, the costs paid to the sub-contractor were included as a component of Outside Fees and instead will be focused on performanceServices. Since acquisition, the costs have been recorded as employee costs, technology or occupancy as appropriate which has resulted in movement between Cost of our collectors, which should facilitate growth in future years as well as margin improvement.

Revenue and Selling, General and Administrative Expense categories.

Revenue

 

September 30,September 30,September 30,September 30,September 30,
      Years Ended December 31, 
           % Better         % Better     

(in thousands)

    2011     /(Worse)   2010     /(Worse)   2009 

Service Revenue

                

Asset Recovery Management

    $37,371       (17  $45,151       (12  $51,019  

Customer Relationship Management

     31,860       8     29,567       3     28,712  
    

 

 

       

 

 

       

 

 

 

Total Service Revenue

     69,231       (7   74,718       (6   79,731  

Reimbursable Expenses:

                

Asset Recovery Management

     1,950       (33   2,899       N/M     —    
    

 

 

       

 

 

       

 

 

 

Total Reimbursable Expenses

     1,950       (33   2,899       N/M     —    
    

 

 

       

 

 

       

 

 

 

Total Revenue

    $71,181       (8  $77,617       (3  $79,731  
    

 

 

       

 

 

       

 

 

 

Transactions with Related Parties:

                

Asset Recovery Management

    $266       60    $166       69    $98  
    

 

 

       

 

 

       

 

 

 

- 35 -

N/M — not meaningful.


Revenue
                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Revenue:                    
Asset Recovery Management $48,050   (6)% $51,019   (19)% $62,771 
Customer Relationship Management  11,929   (11)  13,415   21   11,064 
                  
Total Revenue $59,979   (7)% $64,434   (13)% $73,835 
                  
                     
Reimbursable Expenses:                    
Asset Recovery Management $2,899      $      $ 
                     
Transactions with Related Parties:                    
Asset Recovery Management $166      $98      $1,181 
(*)Represents percentage change (better/(worse)) from prior period.
In our Financial Services segment, we generate the majority of our revenue from asset recovery management fees we earn for collecting amounts due to our customers and from fees we earn for performing customer relationship management for our customers.
Asset Recovery Management.Our revenues associated with contingency collections

Financial Services revenue declined over the three year period due to a decline in revenue attributable to asset recovery management, primarily associated with one of the segment’s largest customers. The decline was due to the general economic environment which has kept collection rates depressed and also the result of the client shifting work to the Company’s global delivery platform. Our global delivery platform consists of highly trained specialists in various geographic regions. The use of specialists in certain countries may result in lower commission rates paid by clients but results in higher margins principally due to the mix of placementslower employee cost structure. These declines were partially offset by growth in new asset recovery management accounts, which drove an increase in associated revenues, and a shiftgrowth in placements to operations that provide lower per collector revenue, but we believe will ultimately result in higher margins.

Customer Relationship Management. Our revenues associated withour customer relationship management declined in 2010 as we sought to wind down our relationship with one customer due to unsatisfactory margins. In the third quarter of 2010, we expanded our relationship with a utility customer.
operations.

Cost of Revenue

                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Expenditures $46,882   11% $52,871   16% $62,590 
Reimbursable Expenses  2,899   (100)         
                  
Cost of Revenue $49,781   6% $52,871   16% $62,590 
                  
                     
Gross Profit Percentage:                    
Gross Profit/Service Revenue  18%      18%      15%
                  
(*)Represents percentage change (better/(worse)) from prior period.
Our

September 30,September 30,September 30,September 30,September 30,
     Years Ended December 31, 
        % Better      % Better     

(in thousands)

    2011  /(Worse)   2010  /(Worse)   2009 

Compensation and Benefits

    $29,764    4    $30,948    9    $34,116  

Outside Fees and Services

     11,587    25     15,417    (12   13,816  

Reimbursable Expenses

     1,950    33     2,899    N/M     —    

Technology and Communications

     7,784    (7   7,298    20     9,130  

Depreciation and Amortization

     11    15     13    (160   5  
    

 

 

    

 

 

    

 

 

 

Cost of Revenue

    $51,096    10    $56,575    1    $57,067  
    

 

 

    

 

 

    

 

 

 

Gross Margin Percentage:

          

Gross Profit/Service Revenue

     29    28    28
    

 

 

    

 

 

    

 

 

 

N/M – Not meaningful.

Cost of Revenues netas percent of reimbursable expenses, decreasedService Revenue has remained flat over the three year periodperiods presented as we have actively worked to manage our cost structure in a declining revenue environment. We principally managed our cost structure through a reduction in compensation and benefit costs both through reduction in overall headcount as well as expanding our use of our global workforce.

The decline in Compensation and Benefits in 2011 is mostly offset by the acquisition of a sub-contractor, as previously described, for which costs incurred prior to the acquisition were recorded in Outside Fees and Services. Since acquisition, costs have been recorded as employee costs, technology or occupancy as appropriate which has also resulted in movement between Cost of Revenue and Selling, General and Administrative Expense categories.

Cost of Revenues in 2010 decreased as compared to 2009 principally due to a reduction in compensation and benefits as a result of a lower number of collectors and reduced commissions. In addition, we have reduced and continue to seek ways to further reduce technology and communication costs for this segment. Partially offsetting these decreases werecommissions, partially offset by higher costs associated with the utilization of outside collectors. We continue to analyze our cost structure and intend to manage our costs to improve our results even if collection rates remain at depressed levels.

- 36 -


Selling, General and Administrative Expenses
                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Total Selling, General and Administrative Expenses $19,567   (2)% $19,267   (12)% $17,168 
                  
                     
Operating Percentage:                    
Loss from Operations/Service Revenue  (16)%      (12)%      (8)%
                  

September 30,September 30,September 30,September 30,September 30,
     Years Ended December 31,. 
        % Better      % Better     

(in thousands)

    2011  /(Worse)   2010  /(Worse)   2009 

Occupancy Related Costs and Other(1)

    $11,569    19    $14,248    16    $16,906  

Amortization of Intangible Assets

     2,672    —       2,672    —       2,672  

Depreciation and Amortization

     1,393    (39   1,003    (150   401  

Goodwill Impairment

     —      100     2,816    N/M     —    
    

 

 

    

 

 

    

 

 

 

Selling, General and Administrative Expenses

    $15,634    25    $20,739    (4  $19,979  
    

 

 

    

 

 

    

 

 

 

Operating Margin Percentage:

          

Income from Operations/Service Revenue

     6    0    3
    

 

 

    

 

 

    

 

 

 

N/M — not meaningful.

(1)
(*)Represents percentage change (better/(worse)) from prior period.

Includes $1.9 million in one-time facility closure costs primarily consisting of lease exit costs and severance and $1.4 million of legal settlement losses in 2009.

For 2010 and 2009,

Selling, General and Administrative Expenses include infrequent items. In 2010, we recognizeddecreased in 2011 primarily due to a $2.8 million ofgoodwill impairment for goodwillrecorded in the fourth quarter. Selling, General and Administrative Expensesquarter of 2010 (no impairment recorded in 2009 included $1.9 million in facility closure costs primarily consisting of lease exit costs and severance for closure of facilities in Miramar, Florida and Victoria, British Columbia, Canada (see Note 10 to the consolidated financial statements). In addition, 2009 included $1.4 million of legal settlement losses. Excluding these items, Selling, General and Administrative Expenses increased in 2010 principally2011) as well as a result of the classificationreduced occupancy costs and costs from our Technology Services segment following implementation of certain compensation and benefit costs related to segment management and marketing previously being captured either in Cost of Revenue or as a component of the Corporate segment.

EBITDA
                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
EBITDA $(1,903)  N/M  $8   109% $(94)
                  
                     
EBITDA Margin:                    
EBITDA/Service Revenue  (3)%      0%      0%
                  
(*)Represents percentage change (better/(worse)) from prior period.
N/M — Not meaningful.
The decline in 2010 EBITDA was principally driven by the decline in revenue primarily as a result of the mix of placements with American Express as well as our strategic decision to cease servicing a first party customer in the first half of 2010. During 2011, we are focused on collector performance and reducing per unit costs.
In 2009, with our cost cutting, variability reduction and other collector initiatives, we were able to improve EBITDA, after adjustment for the one-time legal matters (gain of $0.9 million), net and facility closure costs (loss of $1.9 million), net, in an environment where revenues declined $9.4 million from 2008 levels.

containment measures.

- 37 -


Technology Services

The following table presents our results of operations for our Technology Services segment for the years ended December 31:

                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Revenue $52,013   10% $47,453   5% $45,283 
Cost of Revenue  28,909   (18)  24,477   18   29,777 
                  
Gross Profit  23,104   1   22,976   48   15,506 
                     
Gross Profit Percentage  44%      48%      34%
                     
Selling, General and Administrative Expenses  4,985   (5)  4,731   23   6,118 
                  
Income from Operations $18,119   (1)% $18,245   94% $9,388 
                  
                     
Operating Income Percentage  35%      38%      21%
                     
EBITDA(1)
 $22,622   7% $21,150   49% $14,169 
                  
                     
Transactions with Related Parties:                    
Revenue(2)
 $19,167      $20,710      $35,146 
Selling, General and Administrative Expenses         1,517       1,980 
Interest expense         231       378 
(*)Represents percentage change (better/(worse)) from prior period.
(1)See table at the beginning of this section for a reconciliation of the most directly comparable GAAP measure to EBITDA.
(2)Includes revenue earned from other segments related to REALSuite and IT infrastructure services of $1.8 million and $13.7 million, respectively in 2008.
N/M — Not meaningful.

September 30,September 30,September 30,September 30,September 30,
      Years Ended December 31, 
        % Better      % Better     

(in thousands)

    2011  /(Worse)   2010  /(Worse)   2009 

Revenue

    $56,094    8    $52,013    10    $47,453  

Cost of Revenue

     36,874    (28   28,909    (18   24,477  
    

 

 

    

 

 

    

 

 

 

Gross Profit

     19,220    (17   23,104    1     22,976  

Selling, General and Administrative Expenses

     4,867    2     4,985    (5   4,731  
    

 

 

    

 

 

    

 

 

 

Income from Operations

    $14,353    (21  $18,119    (1  $18,245  
    

 

 

    

 

 

    

 

 

 

Margins:

          

Gross Profit/Revenue

     34    44    48

Income from Operations/Revenue

     26    35    38

Transactions with Related Parties Revenue

    $21,812    14    $19,167    (7  $20,710  
    

 

 

    

 

 

    

 

 

 

The primary focus of the Technology Services segment continuestoday is to be supportingsupport the growth of Mortgage Services and Ocwen as well as theOcwen. In addition, Technology Services assists in cost reduction and quality initiatives on-going within the Financial Services segment. In

Effective January 1, 2011, however, we also intend to expend significant resources, principally personnel costs and external consulting costs, to accomplish several key objectives:

The re-architecture and enhancement ofmodified our REALSuite of services;
The deployment of business process management and business intelligence reporting systems to more effectively manage our operations; and
The development and early stage incubation of technology solutions based off our REALSuite technologies.
We are currently evaluating how we manage and report this segment. This includes evaluation of the services offered by this segment and the way we charge for certain services. The change in pricing for IT Infrastructure Services within our Technology Services segment from a model based principally on a set charge per headcount per service to a fully loaded cost plus mark-up methodology. Mark-ups for infrastructure services alongare based upon economic studies performed that are generally consistent with significant expenditures relatedour transfer pricing methodology. This new model applies to the longer-term commercializationinfrastructure amounts charged to Ocwen as well as internal allocations of infrastructure costs.

In addition, in 2011 we now report our service offerings will either limit the growthConsumer Analytics group within Technology Services (previously reported in our Corporate Segment). Our Consumer Analytics group seeks to expand our use of this segment or may result inbehavioral sciences by building proprietary algorithms and psychologically-optimized communications through a lowering of the reported results for this segment in 2011.

customized technology platform.

Revenues

 

September 30,September 30,September 30,September 30,September 30,
      Years Ended December 31, 
           % Better           % Better     

(in thousands)

    2011     /(Worse)     2010     /(Worse)   2009 

Revenue:

                  

REALSuite

    $34,926       12      $31,214       21    $25,784  

IT Infrastructure Services

     21,168       2       20,799       (4   21,669  
    

 

 

         

 

 

       

 

 

 

Total Revenue

    $56,094       8      $52,013       10    $47,453  
    

 

 

         

 

 

       

 

 

 

Transactions with Related Parties:

                  

REALSuite

    $13,253       18      $11,226       13    $9,899  

IT Infrastructure Services

     8,559       8       7,941       (27   10,811  
    

 

 

         

 

 

       

 

 

 

Revenue

    $21,812       14      $19,167       (7  $20,710  
    

 

 

         

 

 

       

 

 

 

- 38 -


Revenues
                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Revenue:                    
REALSuite $31,214   21% $25,784   26% $20,463 
IT Infrastructure Services  20,799   (4)  21,669   (13)  24,820 
                  
Total Revenue $52,013   10% $47,453   5% $45,283 
                  
                     
Transactions with Related Parties(1):
                    
REALSuite $11,226      $9,899      $9,134 
IT Infrastructure Services  7,941       10,811       26,012 
                  
Revenue $19,167      $20,710      $35,146 
                  
(*)Represents percentage change (better/(worse)) from prior period.
(1)Includes revenue earned from other segments related to REALSuite and IT infrastructure services of $1.8 million and $13.7 million, respectivelyThe increase in 2008.
Beginning with the second quarter of 2009, we began generating the majority of our revenue within this segment from our REALSuite of services. We expect this trend to continue for the foreseeable future.
REALSuite. Our REALSuite revenue is primarily driven by our REALServicing product which is our comprehensivedirectly attributable to the growth in Ocwen’s residential loan servicing platform. Theportfolio. In addition, the increase over the three year periodin 2010 as compared to 2009 was driven by increases in REALServicing attributable to an expanded five-year renewal agreement with a non-related third party customer in the second quarter of 2009. More recently, the

As mentioned above, IT Infrastructure Services revenue is principally based on fully loaded costs. This increase in 2011 is attributabledue to the growth in both our and Ocwen’s residential loan portfolio.

IT Infrastructure Services.As expected, our IT infrastructure services revenues declined overoperations, partially offset by the three year periodchange in pricing effective January 1, 2011 as we continuediscussed above. The decrease in 2010 as compared to seek ways to reduce2009 was due a reduction in our internal expenditures (which we eliminate in consolidation but include in our segment presentation) as well as those of Ocwen. The primary driver for the reduction in revenue related to internal expenditures was in our Financial Services segment due in part to fewer collections, facility closures and other cost reduction efforts. DuringThe decrease in revenue in 2010 was partially offset by an increase in revenues in the second half of 2010 revenue increased slightly as Ocwen expanded their operationsoperations.

Cost of Revenue

September 30,September 30,September 30,September 30,September 30,
      Years Ended December 31, 
        % Better      % Better     

(in thousands)

    2011  /(Worse)   2010  /(Worse)   2009 

Compensation and Benefits

    $15,519    (38  $11,259    (32  $8,533  

Outside Fees and Services

     727    N/M     31    N/M     —    

Technology and Communications

     14,994    (23   12,206    (9   11,214  

Depreciation and Amortization

     5,634    (4   5,413    (14   4,730  
    

 

 

    

 

 

    

 

 

 

Cost of Revenue

    $36,874    (28  $28,909    (18  $24,477  
    

 

 

    

 

 

    

 

 

 

Gross Margin Percentage:

          

Gross Profit/Service Revenue

     34    44    48
    

 

 

    

 

 

    

 

 

 

N/M — Not meaningful.

Cost of Revenues increased for the periods presented due to investments in personnel and vendor costs to support the acquisitiongrowth of Ocwen and our operations. In addition, we continue to strengthen our technology design and development competencies as we invest in the HomEq residential loan portfolio.next generation of REALSuite technologies. We expect revenues in this groupingTechnology Services’ Compensation and Benefits costs to increase as we continue to declineinvest in 2011.

Costpersonnel to support our development initiatives.

Technology and Communication costs increased principally due to the addition of Revenue

                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Cost of Revenue $28,909   (18)% $24,477   18% $29,777 
                  
                     
Gross Margin Percentage:                    
Cost of Revenue/Total Revenue  44%      48%      34%
                  
(*)Represents percentage change (better/(worse)) from prior period.
Cost of Revenue increased and Cost of Revenue margins decreased in 2010 as a result of an increase in compensation and benefits and technology and communication costs as we added new facilities, and expandedexpansion of bandwidth at existing facilities and increased licensing fees for software to enhance our service capabilities, support our growth and commercialize our products.

growth.

- 39 -


Cost of Revenue in 2009 decreased compared to 2008 primarily for the following reasons:
$1.9 million reduction in Compensation costs as we integrated the Financial Services technology personnel into the existing technology group and eliminated certain positions;
$2.5 million reduction in Depreciation expense as several assets became fully depreciated in 2008 and were not replaced;
$0.9 million reduction in Expenses for Hardware and Software Maintenance as we analyzed usage of these assets and eliminated unused items; and
$0.6 million net reduction in Telephony as we reduced the number of personnel, renegotiated contracts with service providers and improved technology to drive down costs.
In the fourth quarter of 2009, as expected, we incurred additional costs associated with the Separation such as new equipment, data links and licenses to operate as a separate company from Ocwen as well as additional costs associated with our consolidation of data centers in the United States.
Selling, General and Administrative Expenses
                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Total Selling, General and Administrative Expenses $4,985   (5)% $4,731   23% $6,118 
                  
                     
Operating Percentage:                    
Operating Income/Total Revenue  35%      38%      21%
                  
(*)Represents percentage change (better/(worse)) from prior period.

September 30,September 30,September 30,September 30,September 30,
     Years Ended December 31, 

(in thousands)

    2011  % Better
/(Worse)
     2010  % Better
/(Worse)
   2009 

Occupancy Related Costs and Other

    $4,843    2      $4,943    (8  $4,560  

Depreciation and Amortization

     24    43       42    75     171  
    

 

 

      

 

 

    

 

 

 

Selling, General and Administrative Expenses

    $4,867    2      $4,985    (5  $4,731  
    

 

 

      

 

 

    

 

 

 

Operating Margin Percentage:

            

Income from Operations/Service Revenue

     26      35    38
    

 

 

      

 

 

    

 

 

 

Selling, General and Administrative Expenses in 2011 were comparable to those in 2010. Selling, General and Administrative Expenses increased in 2010 as a result of increased occupancy charges associated with the new data center and as a result of costs incurred in preparing for the HomEq transaction.

Selling, General and Administrative Expense declinedOcwen’s growth in 2009 compared to 2008 due to lower occupancy and equipment charges given fewer personnel and lower bad debt expense as we automated processes to identify delinquent receivables.
EBITDA
                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
EBITDA $22,622   7% $21,150   49% $14,169 
                  
                     
EBITDA Margin:                    
EBITDA/Total Revenue  43%      45%      31%
                  
(*)Represents percentage change (better/(worse)) from prior period.
Technology Services EBITDAloans serviced.

The operating margin decreased in 2010over the three year period as higher revenues were more than offset by increased compensationa result of the Revenue and occupancy costs associated with the new data center asCost of Revenue fluctuations described above. The Company is increasing expenditures in technology software and hardware to support its commercialization efforts, Ocwen’s growing servicing portfolio and Altisource’s growth.

- 40 -

Corporate


Corporate
Our Corporate segment prior to the date of Separation Date includes expenditures recognized by us related to the Separation. Subsequent to the date of Separation, Date, in addition to these items, this segment also includes costs recognized by us related to corporate support functions such as executive, finance, legal, human resources, compliance, quality assurancevendor management and consumer behavior.
six sigma.

Selling, General and Administrative Expenses

                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Total Selling, General and Administrative Expenses $17,910   (82)% $9,850   N/M  $(225)
                  
(*)Represents percentage change (better/(worse)) from prior period.
N/M — Not meaningful.

September 30,September 30,September 30,September 30,September 30,
     Years Ended December 31, 

(in thousands)

    2011     % Better
/(Worse)
   2010     % Better
/(Worse)
   2009 

Total Selling, General and Administrative Expenses

    $26,352       (47  $17,910       (82  $9,850  

During 2011, we incurred a full year of costs for those employees hired during 2010 and also hired additional resources principally focused on legal, compliance and quality assurance. As a result, our expenses associated with related professional fees decreased. In addition, lease costs increased related to the build out of new facilities to support Ocwen’s growth. Typically, we include new lease costs within Corporate until the facility is put into use at which time the prospective lease cost is included within the appropriate segment. Lastly, we continue to invest in an enterprise resource planning system that we expect will increase the quality of our support functions and over time reduce costs. As a percentage of total consolidated Service Revenue, Corporate expenses were essentially flat in 2011.

Corporate costs rose throughout 2010 as we invested in staff to support our growing operations, as a result of our first full year of being a public company and as a result of the increase in regulatory and compliance requirements. During 2011, we also intend to hire additional resources in corporate principally focused on compliance matters and quality assurance. In addition, we intend to invest in technologies to help with the increasing demands as a result of the growth in our businesses. We expect these investments will increase the quality of these services and eventually reduce our Cost of Revenue.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

We seek to deploy excess cash generated in a disciplined manner. Principally, we will continue to investreinvest excess cash in developing compelling services that we believe will generate high margins. In addition, we may seek to acquire a limited number of complementary companies that fit our strategic objectives. Finally, given the tax inefficiency of dividends, the low returns earned on cash held and our desirecurrent belief to only performpursue a limited number of acquisitions, we believe one of the best ways to return value to shareholders is through a share repurchase program.

On May 19, 2010, our shareholders authorized us to purchase up to 3.8 million shares of our common stock in the open market. Through December 31, 2010,2011, we purchased 0.72.3 million shares of our common stock on the open market at an average price of $27.11,$34.55 leaving 3.11.5 million shares still available for purchase.

purchase under the program.

Cash Flows

The following table presents our cash flows for the years ended December 31:

                     
  Years Ended December 31, 
(dollars in thousands) 2010  (*)  2009  (*)  2008 
                     
Net Income Adjusted for Non-Cash Items $73,030   120% $33,192   58% $21,055 
Working Capital  (20,218)  N/M   92   (99)  7,850 
                  
Cash Flow from Operating Activities  52,812   59   33,284   15   28,905 
Cash Flow from Investing Activities  (39,489)  N/M   (7,536)  (44)  (5,216)
Cash Flow from Financing Activities  (21,645)  N/M   (2,280)  (90)  (22,389)
                  
Net Change in Cash  (8,322)  (135)  23,468   N/M   1,300 
Cash at Beginning of Period  30,456   N/M   6,988   23   5,688 
                  
Cash at End of Period $22,134   (27) $30,456   N/M  $6,988 
                  
(*)Represents percentage change (better/(worse)) from prior period.
N/M — Not meaningful.

 

September 30,September 30,September 30,September 30,September 30,
     Years Ended December 31, 

(dollars in thousands)

    2011   % Better
/(Worse)
   2010   % Better
/(Worse)
   2009 

Net Income Adjusted for Non-Cash Items

    $96,657     30    $74,564     131    $33,192  

Working Capital

     14,954     169     (21,752   N/M     92  
    

 

 

     

 

 

     

 

 

 

Cash Flow from Operating Activities

     111,611     111     52,812     59     33,284  

Cash Flow from Investing Activities

     (33,070   16     (39,489   N/M     (7,536

Cash Flow from Financing Activities

     (68,550   (217   (21,645   N/M     (2,280
    

 

 

     

 

 

     

 

 

 

Net Change in Cash

     9,991     220     (8,322   (135   23,468  

Cash at Beginning of Period

     22,134     (27   30,456     N/M     6,988  
    

 

 

     

 

 

     

 

 

 

Cash at End of Period

    $32,125     45    $22,134     (27  $30,456  
    

 

 

     

 

 

     

 

 

 

- 41 -

N/M — Not meaningful.


Cash Flow from Operating Activities

Cash flow from operating activities consists of two components: (i) net income adjusted for depreciation, amortization and certain other non-cash items and (ii) working capital. For the year ended December 31, 2010,2011, we generated $52.6$111.6 million in positive cash flow from operations whichor approximately $0.33 for every dollar of service revenue. This primarily reflects our increased profitability, adjusted for non-cash items, as our businesses have expanded. Our working capital requirements increased significantly beginning the third quarter of 2010 as a result of our expanded Asset Management and Default Managementyear-over-year growth in mortgage-related services withinas well as a focused effort to improve our Mortgage Services segment and the increase in associated referrals.

working capital position.

The significant increase in operating cash flow in 20092010 compared to 20082009 was primarily driven by our expansion of high margin residential default services inincreased profitability as our Mortgage Services segment. In addition, the operating improvement in both Financial Services and Technology Services contributed to the increased operating cash flow.

segment has expanded.

Cash Flow from Investing Activities

During 2011, we invested $15.0 million in Correspondent One to facilitate the establishment of this business. In addition, we acquired Springhouse for net consideration of $1.8 million and Tracmail for net consideration of $0.7 million. Finally, we spent $16.4 million on capital expenditures principally consisting of technology investments and leasehold improvements necessary to facilitate our growth.

The largest use of cash flow for investing activities in 2010 was the acquisition of MPA in February 2010 for which the purchase consideration included $26.8 million in cash, net of cash acquired. In addition, we increased purchases of premises and equipment and technology to support our expansion of operations and in anticipation of the growth in Ocwen’s residential loan servicing portfolio. We currently expect capital expenditures in 2011 to be consistent with 2010 levels.

During the late half of 2009, we increased technology purchases due to our Separation from Ocwen and the consolidation of our data centers to a single center in the United States.

Cash Flow from Financing Activities

During 2010, cash flow from financing activities primarily included activity associated with stock option exercises, share repurchases and payments to non-controlling interest owners as a result of the acquisition of MPA.

The largest use of cash flow from financing activities was the repurchase of shares for $62.2 million and $17.8 million.

million in 2011 and 2010, respectively. Additional activities include receipt of funds related to stock option exercises and payments to non-controlling interest owners as a result of the acquisition of MPA.

In 2009, and 2008, prior to our Separation from Ocwen, we participated in a centralized cash management program with Ocwen. We made a significant amount of our cash disbursements through centralized payable systems which were operated by Ocwen, and a significant amount of our cash receipts were received by us and transferred to centralized accounts maintained by Ocwen. There were no formal financing arrangements with Ocwen. Prior to the Separation we recorded all cash receipts and disbursement activity between Ocwen and us through invested equity in the Consolidated Balance Sheets and as net distributions in the Consolidated Statements of Equity and Cash Flows because we considered such amounts to have been distributed to Ocwen. As such, our cash flow from financing activities in 2009 and 2008 primarily included payments on debt and the net change in our invested equity balance.

Liquidity Requirements after December 31, 20102011

During the first quarter of 2011,2012, we expect to distribute $3.1$2.4 million to the Lenders One members, representing non-controlling interests.

Management is not aware of any other trends or events, commitments or uncertainties which have not otherwise been disclosed that will or are likely to impact liquidity in a material way (see also Contractual Obligations, Commitments and Contingencies below).

Capital Resources

Given our ability to generate cash flow which is sufficient to fund both current operations as well as expansion activities, we require very limited capital. Were we to need additional capital, we believe we have adequate access to both debt and equity capital markets. In general, we have the ability to utilize cash generated throughout our operations without incurring significant additional costs such as withholding taxes.

- 42 -


CRITICAL ACCOUNTING JUDGMENTS

The preparation of financial statements in conformity with generally accepted accounting principles of the United States (“GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results. For additional information, see Note 2 to the consolidated financial statements. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

Revenue Recognition

We recognize revenues from the services we provide in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)ASC Topic 605. ASC Topic 605 sets forth guidance as to when revenue is realized or realizable and earned when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been performed; (3) the

seller’s price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. Generally, the contract terms for these services are relatively short in duration, and we recognize revenues as the services are performed either on a per unit or a fixed price basis. Our revenue recognition policies are detailed in Note 2 to the consolidated financial statements. Significant areas of judgment include the period over which we recognize property preservation andrevenue, certain default management services revenue, certain insurance program management fees and the determination of fair value for certain IT infrastructure services that we provide Ocwen. Management considers historical information and other third-party objective evidence on a periodic basis in determining the appropriate revenue recognition.

Goodwill and Identifiable Intangible Assets

Goodwill. We evaluate goodwill for impairment annually during the fourth quarter or more frequently when an event occurs or circumstances change that indicates that the carrying value may not be recoverable. We test goodwill for impairment by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimate the fair value of the reporting units using discounted cash flows. Forecasts of future cash flow are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share and general economic conditions. Certain estimates of discounted cash flows involve businesses and geographies with limited financial history and developing revenue models.

During the year, management monitored the actual performance of the businesses, particularly our Financial Services segment which was most likely to have impairment as a result of performance and economic conditions. As is common with the use of discounted cash flow models, two of the most judgmental and sensitive assumptions are revenue growth rates and the weighted average cost of capital (“WACC”). For purposes of the model in 2010, we assumed modest growth of approximately 3% for revenues for all years modeled. With respect to WACC, we utilized 17% which we believe reflects the appropriate cost and capital structure of a stand-alone Financial Services segment.

Based on the fourth quarter 2011 analysis, management concluded no impairment was indicated given the fair value for the associated reporting units was substantially in excess of the book value.

In 2010, management determined it was prudent to impair the remaining $2.8 million of goodwill in the Financial Services segment. This determination was made after considering quantitative and qualitative factors including past performance and execution risk.

Goodwill associated with our other segments was evaluated; however, management concluded no impairment was indicated given the difference between fair value and book value for the associated reporting unit.

- 43 -


Identifiable Intangible Assets. Identified intangible assets consist primarily of customer lists, acquired trade names and trademarks. Indentified intangible assets that amortize are tested for impairment whenever events or changes in circumstances occur indicating that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized for an intangible asset if its carrying value exceeds its fair value.
Since amortizing intangible assets are first tested on an undiscounted cash flow basis, impairment is less likely than in the case of goodwill. However, given

Given the performance of our Financial Services segment, we continue to monitor the performance of amortizing intangible assets, particularly those associated with customer lists. To date, we have not determined the need for any impairment charges for identified intangible assets.

Accounting for Income Taxes

We are subject to income taxes in Luxembourg, the United States, India and Uruguay. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and estimates for which the ultimate tax determination may vary from year to year. For example, our effective tax rates could be adversely affected by lower than anticipated earnings in countries where we have lower statutory rates and higher than anticipated earnings in countries where we have higher statutory rates, by changes in foreign currency exchange rates or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. We are subject to audit in various taxing jurisdictions, and such jurisdictions may assess additional income tax during an examination. Although we believe our tax balances are sufficient to support our future tax liabilities, the final determination of tax audits and any related litigation could differ from the balances we have accrued.

OTHER MATTERS

Off-Balance Sheet Arrangements

We do not have any

Our off-balance sheet arrangements other thanconsist of escrow arrangements and operating leases.

We hold customers’ assets in escrow at various financial institutions pending completion of certain real estate and debt collection activities. These amounts are held in escrow for limited periods of time, generally consisting of a few days. To the extent these assets are not co-mingled with our fees and are maintained in segregated bank accounts, they are generally not included in the accompanying Consolidated Balance Sheets, the balance of which is $17.7 million at December 31, 2011.

Contractual Obligations, Commitments and Contingencies

Our long-term contractual obligations generally include our operating lease payments on certain of our property and equipment. The following table sets forth information relating to our contractual obligations as of December 31, 2010:

                     
  Payments due by period 
      Less than          More than 
(in thousands) Total  1 year  1-3 years  3-5 years  5 years 
                     
Non-Cancelable Operating Lease Obligations $11,571  $4,867  $5,102  $972  $630 
Capital Lease Obligations — Principal  1,531   679   852       
Contractual Interest Payments(1)
  84   59   25       
                
                     
Total $13,186  $5,605  $5,979  $972  $630 
                
2011:

September 30,September 30,September 30,September 30,September 30,
     Payments due by period 

(in thousands)

    Total     Less than
1 year
     1-3 years     3-5 years     More than
5 years
 

Non-Cancelable Operating Lease Obligations

    $18,448      $9,564      $8,884      $—        $—    

Capital Lease Obligations – Principal

     836       634       202       —         —    

Contractual Interest Payments(1)

     27       25       2       —         —    
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total

    $19,311      $10,223      $9,088      $—        $—    
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

(1)

Represents estimated future interest payments on capital leases, based on applicable interest rates as of December 31, 2010.2011.

For further information, see Note 1718 to the consolidated financial statements.

- 44 -


Related Party — Ocwen

For the year ended December 31, 2010, approximately $135.72011, we generated $223.2 million of Mortgage Services, $0.2$0.3 million of Financial Services and $19.2$21.8 million of Technology Services segment revenues wererevenue from services provided to Ocwen or sales derived from Ocwen’s loan servicing portfolio.Ocwen. Services provided to Ocwen included residential property valuation, real estate asset management and sales, trustee management services, property inspection and preservation, closing and titleinsurance services, charge-off second mortgage collections, core technology back office support and multiple business technologies including our REALSuite of products. We provided all services at rates we believe to be comparable to market rates.

For the year ended December 31, 2010,2011, Altisource billed Ocwen $1.8$2.6 million and Ocwen billed Altisource $1.1$1.9 million for services provided under the Transition Services Agreement. These amounts are reflected as a component of Selling, General and Administrative Expenses in the accompanying Consolidated Statements of Operations.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our financial market risk consists primarily of foreign currency exchange risk.

Foreign Currency Exchange Risk
We are exposed to foreign currency exchange rate risk in connection with our investment in non-U.S. dollar functional currency operations which are very limited, to the extent that our foreign exchange positions remain un-hedged. We consider the US Dollar to be our functional currency worldwide and the majority of our servicing agreements are denominated in US Dollars. Where required locally, we incur certain costs, primarily lease and payroll costs, in local currencies which include the Euro and Indian Rupee. Costs incurred in local currencies expose us to foreign exchange rate fluctuations to the extent our foreign positions remain un-hedged.
unhedged.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

- 45 -



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Altisource Portfolio Solutions S.A.:

We have audited the accompanying consolidated balance sheets of Altisource Portfolio Solutions S.A. and subsidiaries (the “Company”) as of December 31, 20102011 and 2009,2010, and the related consolidated statements of operations, changes in stockholders’ and invested equity, and cash flows for each of the twothree years in the period ended December 31, 2010.2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The consolidated financial statements of the Company for the year ended December 31, 2008, before the inclusion of earnings per share information presented on the 2008 statement of operations and the related disclosures in Note 15 to the consolidated financial statements, were audited by other auditors whose report, dated May 12, 2009 (June 26, 2009 as to Note 1 and Note 10), expressed an unqualified opinion on those statements.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements referred to above present fairly, in all material respects, the financial position of Altisource Portfolio Solutions S.A. and subsidiaries as of December 31, 20102011 and 2009,2010, and the results of their operations and their cash flows for each of the twothree years in the period ended December 31, 2010,2011, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 3 to the consolidated financial statements, the Company has entered into significant transactions with Ocwen Financial Corporation, a related party.

We have also audited the earnings per share information presented on the 2008 statement of operations and the related disclosures in Note 15 to the consolidated financial statements. Our audit procedures were limited to (1) obtaining the Company’s earnings per share calculation and comparing the calculated amounts to the earnings per share disclosure for 2008, (2) comparing the numerator used in the earnings per share calculation to the reported net income amount for the year ended December 31, 2008, (3) comparing the shares used as the denominator in the earnings per share calculation for the year ended December 31, 2008 to the number of shares of common stock outstanding as of August 10, 2009, and (4) recalculating the earnings per share calculation for the year ended December 31, 2008. In our opinion, the earnings per share information presented on the 2008 consolidated statement of operations and the related disclosures in Note 15 to the consolidated financial statements is appropriate. However, we were not engaged to audit, review, or apply any procedures to the 2008 consolidated financial statements of the Company other than with respect to the earnings per share information and related disclosures included therein and, accordingly, we do not express an opinion or any other form of assurance on the 2008 consolidated financial statements taken as a whole.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2010,2011, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 201116, 2012 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

February 18, 2011

16, 2012

- 47 -


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Altisource Portfolio Solutions S.A.:

We have audited the internal control over financial reporting of Altisource Portfolio Solutions S.A. and subsidiaries (the “Company”) as of December 31, 2010,2011, based on criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010,2011, based on the criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 20102011 of the Company and our report dated February 18, 201116, 2012 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding significant transactions with Ocwen Financial Corporation, a related party.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

February 18, 2011

16, 2012

- 48 -


Report of Independent Registered Certified Public Accounting Firm
To the Board of Directors and Stockholders of Altisource Portfolio Solutions S.A.:
In our opinion, the combined consolidated statements of operations, invested equity and cash flows for the year ended December 31, 2008, before the inclusion of earnings per share information presented on the statement of operations and the related disclosure in Note 15, present fairly, in all material respects, the results of operations, invested capital and cash flows of the Altisource businesses for the year ended December 31, 2008, as described in Note 1 of the combined consolidated financial statements at December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
As discussed in Note 3 to the combined consolidated financial statements, the Company has entered into significant transactions with Ocwen Financial Corporation, a related party.
We were not engaged to audit, review, or apply any procedures with respect to the earnings per share information presented on the statement of operations or the related disclosure in Note 15 and accordingly, we do not express an opinion or any other form of assurance about whether such information and disclosures are appropriate. The earnings per share information and the related disclosures were audited by other auditors.
/s/ PricewaterhouseCoopers LLP
Fort Lauderdale, Florida
May 12, 2009, except for the termination of the line of credit maturing July 2011 discussed in Note 10 and the completion of the conversion of Altisource Portfolio Solutions S.à r.l. into a Luxembourg société anonyme discussed in Note 1, which are as of June 26, 2009

- 49 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Consolidated Balance Sheets

(Dollars inIn Thousands, Except Per Share Data)

         
  December 31, 
  2010  2009 
ASSETS
         
Current Assets:        
Cash and Cash Equivalents $22,134  $30,456 
Accounts Receivable, net  53,495   30,497 
Prepaid Expenses and Other Current Assets  13,076   2,904 
Deferred Tax Assets, net  551   1,546 
       
Total Current Assets  89,256   65,403 
         
Restricted Cash  1,045    
Premises and Equipment, net  17,493   11,408 
Deferred Tax Assets, net  1,206    
Intangible Assets, net  72,428   33,719 
Goodwill  11,836   9,324 
Other Non-current Assets  4,536   702 
       
         
Total Assets $197,800  $120,556 
       
         
LIABILITIES AND EQUITY
         
Current Liabilities:        
Accounts Payable and Accrued Expenses $35,384  $24,192 
Capital Lease Obligations — Current  680   536 
Other Current Liabilities  5,616   5,939 
       
Total Current Liabilities  41,680   30,667 
         
Capital Lease Obligations — Non-current  852   128 
Deferred Tax Liability, net     2,769 
Other Non-current Liabilities  3,370   644 
         
Commitment and Contingencies (Note 17)        
         
Stockholders’ and Invested Equity        
Common Stock ($1.00 par value; 100,000 shares authorized; 25,413 shares issued and 24,881 outstanding in 2010; 24,145 shares issued and outstanding in 2009)  25,413   24,145 
Retained Earnings  58,546   11,665 
Additional Paid-in Capital  79,297   50,538 
Treasury Stock, at cost ($1.00 par value; 532 shares in 2010)  (14,418)   
       
Altisource Equity  148,838   86,348 
Non—controlling Interests  3,060    
       
Total Equity  151,898   86,348 
       
         
Total Liabilities and Equity $197,800   120,556 
       

September 30,September 30,
     December 31, 
     2011   2010 
ASSETS      

Current Assets:

      

Cash and Cash Equivalents

    $32,125    $22,134  

Accounts Receivable, net

     52,005     53,495  

Prepaid Expenses and Other Current Assets

     5,002     13,076  

Deferred Tax Asset, net

     1,133     551  
    

 

 

   

 

 

 

Total Current Assets

     90,265     89,256  

Restricted Cash

     158     1,045  

Premises and Equipment, net

     25,600     17,493  

Deferred Tax Asset, net

     4,373     1,206  

Intangible Assets, net

     64,950     72,428  

Goodwill

     14,915     11,836  

Investment in Equity Affiliate

     14,470     —    

Other Non-current Assets

     9,428     4,536  
    

 

 

   

 

 

 

Total Assets

    $224,159    $197,800  
    

 

 

   

 

 

 
      
LIABILITIES AND EQUITY      

Current Liabilities:

      

Accounts Payable and Accrued Expenses

    $44,867    $35,384  

Capital Lease Obligations—Current

     634     680  

Other Current Liabilities

     9,939     5,616  
    

 

 

   

 

 

 

Total Current Liabilities

     55,440     41,680  

Capital Lease Obligations—Non-current

     202     852  

Other Non-current Liabilities

     2,574     3,370  

Commitment and Contingencies

      

Equity:

      

Common Stock ($1.00 par value; 100,000 shares authorized;

      

25,413 shares issued and 23,405 outstanding in 2011;

      

25,413 shares issued and 24,881 outstanding in 2010)

     25,413     25,413  

Retained Earnings

     126,161     58,546  

Additional Paid-in-Capital

     83,229     79,297  

Treasury Stock, at cost ($1.00 par value; 2,008 and 532 sharesin 2011 and 2010, respectively)

     (72,048   (14,418
    

 

 

   

 

 

 

Altisource Equity

     162,755     148,838  

Non-controlling Interests

     3,188     3,060  
    

 

 

   

 

 

 

Total Equity

     165,943     151,898  
    

 

 

   

 

 

 

Total Liabilities and Equity

    $224,159    $197,800  
    

 

 

   

 

 

 

See notes to consolidated and combined consolidated financial statements.

- 50 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Consolidated Statements of Operations

(Dollars inIn Thousands, Except Per Share Data)

             
  For the Years Ended December 31, 
          2008 
  2010  2009  (Combined 
(in thousands, except earnings per share) (Consolidated)  (Consolidated)  Consolidated) 
             
Revenue $301,378  $202,812  $160,363 
Cost of Revenue  189,059   126,797   115,048 
          
Gross Profit  112,319   76,015   45,315 
             
Selling, General and Administrative Expenses  57,352   39,473   28,088 
          
             
Income from Operations  54,967   36,542   17,227 
Other Income (Expense), net  804   1,034   (2,626)
          
             
Income Before Income Taxes and Non-controlling Interests  55,771   37,576   14,601 
Income Tax Benefit (Provision)  403   (11,605)  (5,382)
          
Net Income  56,174   25,971   9,219 
Net Income Attributable to Non—controlling Interests  (6,903)      
          
Net Income Attributable to Altisource $49,271  $25,971  $9,219 
          
             
Earnings Per Share            
Basic $1.96  $1.08  $0.38 
          
Diluted $1.88  $1.07  $0.38 
          
             
Weighted Average Shares Outstanding            
Basic  25,083   24,062   24,050 
Diluted  26,259   24,261   24,050 
             
Transactions with Related Parties included above:            
Revenue $154,988  $94,897  $64,251 
Selling, General and Administrative Expenses  1,056   4,308   6,208 
Interest Expense     1,290   2,269 

September 30,September 30,September 30,
     For the Years Ended December 31, 
     2011   2010   2009 

Revenue

    $423,687    $301,378    $202,812  

Cost of Revenue

     275,849     189,059     126,797  
    

 

 

   

 

 

   

 

 

 

Gross Profit

     147,838     112,319     76,015  

Selling, General and Administrative Expenses

     62,131     57,352     39,473  
    

 

 

   

 

 

   

 

 

 

Income from Operations

     85,707     54,967     36,542  

Other Income (Expense), net

     203     804     1,034  
    

 

 

   

 

 

   

 

 

 

Income Before Income Taxes and Non-controlling Interests

     85,910     55,771     37,576  

Income Tax Benefit (Provision)

     (7,943   403     (11,605
    

 

 

   

 

 

   

 

 

 

Net Income

     77,967     56,174     25,971  

Net Income Attributable to Non-controlling Interests

     (6,855   (6,903   —    
    

 

 

   

 

 

   

 

 

 

Net Income Attributable to Altisource

    $71,112    $49,271    $25,971  
    

 

 

   

 

 

   

 

 

 

Earnings Per Share:

        

Basic

    $2.92    $1.96    $1.08  
    

 

 

   

 

 

   

 

 

 

Diluted

    $2.77    $1.88    $1.07  
    

 

 

   

 

 

   

 

 

 

Weighted Average Shares Outstanding:

        

Basic

     24,373     25,083     24,062  
    

 

 

   

 

 

   

 

 

 

Diluted

     25,685     26,259     24,261  
    

 

 

   

 

 

   

 

 

 

Transactions with Related Parties Included Above:

        

Revenue

    $245,262    $154,988    $94,897  

Selling, General and Administrative Expenses

    $1,893    $1,056    $4,308  

Interest Expense

    $—      $—      $1,290  

See notes to consolidated and combined consolidated financial statements.

- 51 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Consolidated Statements of Changes in Stockholders’ and Invested Equity

(In Thousands)

                                     
  Altisource Equity           
                  Additional      Non-        
  Invested  Common Stock  Retained  Paid-in  Treasury  controlling      Comprehensive 
  Equity  Shares      Earnings  Capital  Stock, at cost  Interests  Total  Income 
                                     
Balance, January 1, 2008 $69,615   263  $6,059  $  $  $  $  $75,674     
Net Income  9,219                     9,219     
Net Transfers to Parent  (24,347)                    (24,347)    
                             
Balance, December 31, 2008  54,487   263   6,059               60,546     
                                     
Share Issuance due to Conversion to a Luxembourg Societé Anonyme  (3,283)  9,079   3,283                    
Net Income for Pre-separation Period  14,306                     14,306  $14,306 
Net transfers to Ocwen  (1,354)                    (1,354)   
Consummation of Spin-off Transaction and Distribution to Common Stock  (64,156)  14,732   14,732      49,424             
Share-Based Compensation Expense              296         296    
Exercise of Stock Options     71   71      818         889    
Net Income for Post-separation Period           11,665            11,665   11,665 
                            
Balance, December 31, 2009     24,145   24,145   11,665   50,538         86,348  $25,971 
                                    
                                     
Net Income           49,271         6,903   56,174  $56,174 
Acquisition of The Mortgage Partnership of America, L.L.C.     959   959      22,941      3,268   27,168    
Contributions from Non-controlling Interest Holders                    41   41    
Distributions to Non-controlling Interest Holders                    (7,152)  (7,152)   
Share-based Compensation Expense              3,110         3,110    
Exercise of Stock Options     298   298   (2,390)  2,708   3,370      3,986    
Delivery of Vested Restricted Stock     11   11               11    
Repurchase of Shares                 (17,788)     (17,788)   
                            
Balance, December 31, 2010 $   25,413  $25,413  $58,546  $79,297  $(14,418) $3,060  $151,898  $56,174 
                            

000000000000000000000000000000000000000000000
  Altisource Equity          
  Invested
Equity
  Common Stock  Retained
Earnings
  Additional
Paid-in
Capital
  Treasury
Stock, at
cost
  Non-controlling
Interests
  Total  Comprehensive
Income
 
     

Shares

                      

Balance, January 1, 2009

 $54,487    263   $6,059   $—     $—     $—     $—     $60,546   

Share Issuance due to Conversion to a Luxembourg Societé Anonyme

  (3,283  9,079    3,283    —      —      —      —      —     

Net Income for Pre-separation Period

  14,306    —      —      —      —      —      —      14,306   $14,306  

Net Transfers to Ocwen

  (1,354  —      —      —      —      —      —      (1,354  —    

Consummation of Spin-off Transaction and Distribution to Common Stock

  (64,156  14,732    14,732    —      49,424    —      —      —      —    

Share-Based Compensation Expense

  —      —      —      —      296    —      —      296    —    

Exercise of Stock Options

  —      71    71    —      818    —      —      889    —    

Net Income for Post-separation Period

  —      —      —      11,665    —      —      —      11,665    11,665  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2009

  —      24,145    24,145    11,665    50,538    —      —      86,348   $25,971  
         

 

 

 

Net Income

  —      —      —      49,271    —      —      6,903    56,174   $56,174  

Acquisition of MPA

  —      959    959    —      22,941    —      3,268    27,168    —    

Contributions from Non-controlling Interest Holders

  —      —      —      —      —      —      41    41    —    

Distributions to Non-controlling Interest Holders

  —      —      —      —      —      —      (7,152  (7,152  —    

Share-based Compensation Expense

  —      —      —      —      3,110    —      —      3,110    —    

Exercise of Stock Options

  —      298    298    (2,390  2,708    3,370    —      3,986    —    

Delivery of Vested Restricted Stock

  —      11    11    —      —      —      —      11    —    

Repurchase of Shares

  —      —      —      —      —      (17,788  —      (17,788  —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2010

  —      25,413    25,413    58,546    79,297    (14,418  3,060    151,898   $56,174  
         

 

 

 

Net Income

  —      —      —      71,112    —      —      6,855    77,967   $77,967  

Contributions from Non-controlling Interest Holders

  —      —      —      —      —      —      49    49    —    

Distributions to Non-controlling Interest Holders

  —      —      —      —      —      —      (6,776  (6,776  —    

Share-based Compensation Expense

  —      —      —      —      3,932    —      —      3,932    —    

Exercise of Stock Options

  —      —      —      (3,497  —      4,521    —      1,024    —    

Repurchase of Shares

  —      —      —      —      —      (62,151  —      (62,151  —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2011

 $—      25,413   $25,413   $126,161   $83,229   $(72,048 $3,188   $165,943   $77,967  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

See notes to consolidated and combined consolidated financial statements.

- 52 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Consolidated Statements of Cash Flows

(Dollars inIn Thousands)

             
  For the Years Ended December 31, 
          2008 
  2010  2009  (Combined 
(in thousands) (Consolidated)  (Consolidated)  Consolidated) 
             
CASH FLOWS FROM OPERATING ACTIVITIES:            
Net Income $56,174  $25,971  $9,219 
Reconciling Items:            
Depreciation and Amortization  7,158   5,432   7,836 
Amortization of Intangible Assets  4,891   2,672   2,554 
Goodwill Impairment  2,816       
Share-based Compensation Expense  3,110   296    
Deferred Income Taxes  (1,119)  (1,179)  1,197 
Loss on Disposal of Premises and Equipment        249 
Changes in Operating Assets and Liabilities, net of Acquisitions:            
Accounts Receivable  (16,725)  (21,420)  7,693 
Prepaid Expenses and Other Current Assets  (9,851)  117   305 
Other Assets  (2,799)  (616)  57 
Accounts Payable and Accrued Expenses  8,180   19,425   (3,370)
Other Current and Non-current Liabilities  977   2,586   3,165 
          
Net Cash Flow from Operating Activities  52,812   33,284   28,905 
          
             
CASH FLOWS FROM INVESTING ACTIVITIES:            
Additions to Premises and Equipment  (11,614)  (7,536)  (5,216)
Acquisition of MPA, net of Cash Acquired  (26,830)      
Change in Restricted Cash  (1,045)      
          
Net Cash Flow from Investing Activities  (39,489)  (7,536)  (5,216)
          
             
CASH FLOWS FROM FINANCING ACTIVITIES:            
Principal Payments on Capital Lease Obligations  (743)  (692)  (2,275)
Proceeds from Stock Option Exercises  3,997   889    
Purchase of Treasury Stock  (17,788)      
Contributions from Non-controlling Interests  41       
Distributions to Non-controlling Interests  (7,152)      
Net Distribution to Parent     (1,354)  (21,090)
Borrowings from Line of Credit        33,417 
Payments of Line of Credit     (1,123)  (32,294)
Repayment of Short-Term Borrowings        (147)
          
Net Cash Flow from Financing Activities  (21,645)  (2,280)  (22,389)
          
             
Net (Decrease) Increase in Cash and Cash Equivalents  (8,322)  23,468   1,300 
Cash and Cash Equivalents at the Beginning of the Year  30,456   6,988   5,688 
          
Cash and Cash Equivalents at the End of the Year $22,134  $30,456  $6,988 
          
             
Supplemental Cash Flow Information            
Interest Paid $108  $25  $121 
Income Taxes Paid  6,069   795   26 
             
Non-cash Investing and Financing Activities            
Shares issued in Connection with MPA Acquisition $23,900  $  $ 
Reduction in Income Tax Payable from Tax Amortizable Goodwill  3,029   2,216   3,622 
Increase in Common Stock due to the Company’s Conversion to a Luxembourg Société Anonyme     3,283    

September 30,September 30,September 30,
     For the Years Ended December 31, 
     2011   2010   2009 

Cash Flows from Operating Activities:

        

Net Income

    $77,967    $56,174    $25,971  

Reconciling Items:

        

Depreciation and Amortization

     8,351     7,158     5,432  

Amortization of Intangible Assets

     5,291     4,891     2,672  

Goodwill Impairment

     —       2,816     —    

Share-based Compensation Expense

     3,932     3,110     296  

Equity in Losses of Affiliate

     530     —       —    

Bad Debt Expense

     967     1,534     —    

Deferred Income Taxes

     (381   (1,119   (1,179

Changes in Operating Assets and Liabilities, net of Acquisitions:

        

Accounts Receivable

     812     (18,259   (21,420

Prepaid Expenses and Other Current Assets

     747     (9,851   117  

Other Assets

     (4,892   (2,799   (616

Accounts Payable and Accrued Expenses

     14,760     8,180     19,425  

Other Current and Non-current Liabilities

     3,527     977     2,586  
    

 

 

   

 

 

   

 

 

 

Net Cash Flows from Operating Activities

     111,611     52,812     33,284  
    

 

 

   

 

 

   

 

 

 

Cash Flows from Investing Activities:

        

Additions to Premises and Equipment

     (16,442   (11,614   (7,536

Acquisition of Business, net of Cash Acquired

     (2,515   (26,830   —    

Investment in Equity Affiliate

     (15,000   —       —    

Change in Restricted Cash

     887     (1,045   —    
    

 

 

   

 

 

   

 

 

 

Net Cash Flows from Investing Activities

     (33,070   (39,489   (7,536
    

 

 

   

 

 

   

 

 

 

Cash Flows from Financing Activities:

        

Principal Payments on Capital Lease Obligations

     (696   (743   (692

Proceeds from Stock Option Exercises

     1,024     3,997     889  

Purchase of Treasury Stock

     (62,151   (17,788   —    

Contributions from Non-controlling Interests

     49     41     —    

Distributions to Non-controlling Interests

     (6,776   (7,152   —    

Net Distribution to Parent

     —       —       (1,354

Payments of Line of Credit

     —       —       (1,123
    

 

 

   

 

 

   

 

 

 

Net Cash Flows from Financing Activities

     (68,550   (21,645   (2,280
    

 

 

   

 

 

   

 

 

 

Net Increase (Decrease) in Cash and Cash Equivalents

     9,991     (8,322   23,468  

Cash and Cash Equivalents at the Beginning of the Year

     22,134     30,456     6,988  
    

 

 

   

 

 

   

 

 

 

Cash and Cash Equivalents at the End of the Year

    $32,125    $22,134    $30,456  
    

 

 

   

 

 

   

 

 

 

Supplemental Cash Flow Information

        

Interest Paid

    $83    $108    $25  

Income Taxes (Received) Paid, net

     (1,956   6,069     795  

Non-Cash Investing and Financing Activities

        

Shares issued in Connection with Acquisition

    $—      $23,900    $—    

Reduction in Income Tax Payable from Tax Amortizable Goodwill

     3,367     3,029     2,216  

Increase in Common Stock due to the Company’s Conversion to a

        

Luxembourg Société Anonyme

     —       —       3,283  

See notes to consolidated and combined consolidated financial statements.statements

- 53 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated and Combined Consolidated Financial Statements

1. ORGANIZATION AND BASIS OF PRESENTATION

Altisource Portfolio Solutions S.A., together with its subsidiaries, (which may be referred to as Altisource™, the Company, we, us or our) is a provider of services focused on high value, technology-enabled, 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 maximize their returns. 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 on the NASDAQ Global Select market under the symbol “ASPS” 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™”). MPA was formed as a Missouri limited liability company to serve as the manager of Best Partners Mortgage Cooperative, Inc. (“BPMC”BPMC™”) doing business as Lenders One Mortgage Cooperative (“Lenders One”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 opportunitiesopportunities. In April 2011, we acquired Springhouse, LLC (“Springhouse™”) an appraisal management company that utilizes a nationwide panel of appraisers to provide real estate appraisals principally to mortgage originators, including the members of Lenders One, and real estate asset managers. In July 2011, we acquired the assembled workforce of a sub-contractor (“Tracmail”) in India that performed asset recovery services (see Note 4).

We conduct our operations through three reporting segments: Mortgage Services, Financial Services and Technology Services (formerly Technology Products).Services. In addition, we report our corporate related expenditures as a separate segment (see Note 1819 for a description of our business 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”Ocwen®) (the “Separation”). Prior to the Separation, our businesses were wholly-owned subsidiaries of Ocwen. On the date of Separation, Date, Ocwen distributed all of the Altisource common stock to Ocwen’s shareholders (the “Distribution”).

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 Services Agreement, a Transition Services Agreement and certain long-term servicing contracts (collectively, the “Agreements”).

Basis of Presentation ConsolidatedBeginning August 10, 2009, after our assets and liabilities were formally contributed by Ocwen to Altisource pursuant to the terms of the Separation Agreement, theour financial statements of the Company have been presented on a consolidated basis for financial reporting purposes. Our consolidated financial statements include the assets and liabilities, revenues and expenses directly attributable to our operations.

Basis of Presentation, Combined Consolidated— The combined consolidated financial statements present the historical results of operations, assets and liabilities attributable to the Altisource businesses. These combined consolidated financial statements have been prepared on a “carve-out” basis from Ocwen and, because a direct ownership relationship did not exist among the various units comprising the Altisource business, combine and do not consolidate Altisource Portfolio Solutions S.àr.l., and its subsidiaries with Ocwen’s wholly owned subsidiaries NCI Holdings, Inc. (“NCI”); Nationwide Credit, Inc.; Premium Title Services, Inc.; REALHome Services and Solutions, Inc.; Portfolio Management Outsourcing Solutions, LLC; and Western Progressive Trustee LLC.
The indebtedness of Ocwen, other than certain capital lease obligations and indebtedness specific to Nationwide Credit, Inc (“NCI”), was not transferred to Altisource and remained the indebtedness of Ocwen.

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ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
For periods prior to the date of Separation, Date, these 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. For additional information, see Note 3.

The financial statements for the periodsperiod ended December 31, 2009 and 2008 also do not necessarily reflect what the Company’sour consolidated results of operations, financial position and cash flows would have been had the Companywe operated as an independent company during the entire periods presented. For instance, as an independent public company, Altisource incurs costs 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 Consolidated Financial Statements(continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of Consolidation The financial statements include the accounts of the Company, its wholly-owned subsidiaries and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated.

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 areit is the primary beneficiary of Lenders One as they haveit has 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.benefits from Lenders One. As a result, Lenders One is presented in the accompanying consolidated financial statements on a consolidated basis with the interests of the Members reflected as Non-controlling Interest on the Consolidated Balance Sheets. At December 31, 2010,2011, Lenders One had total assets of $5.0$5.2 million and liabilities of less than $0.1 million.

Use of Estimates The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, determining shared-based compensation, income taxes, collectability of receivables, valuation of acquired intangibles and goodwill, depreciable lives of fixed assets and contingencies. Actual results could differ materially from those estimates.

Cash and Cash Equivalents We classify all highly liquid instruments with an original maturity of three months or less at the time of purchase as cash equivalents.

Restricted Cash— Restricted cash at December 31, 2010 primarily represents $0.9 million in connection with the put option escrow account established in conjunction with our acquisition of MPA (see Note 4).

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ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
Accounts Receivable, Net Accounts Receivable are net of an allowance for doubtful accounts that represent an amount that we estimate to be uncollectible. We have estimated the allowance for doubtful accounts based on our historical write-offs, our analysis of past due accounts based on the contractual terms of the receivables, and our assessment of the economic status of our customers, if known. The carrying value of Accounts Receivable, net, approximates fair value.

Premises and Equipment, Net We report Premises and Equipment, Netnet at cost or estimated fair value at acquisition and depreciate them over their estimated useful lives using the straight-line method as follows:

September 30,

Furniture and Fixtures

 5 years

Office Equipment

 5 years

Computer Hardware and Software

 – 3–3 years

Leasehold Improvements

 Shorter of useful life or term of lease

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements(continued)

We record payments for maintenance and repairs as expenses when incurred. We record expenditures for significant improvements and new equipment as capital expenses and depreciate them over the shorter of the capitalized asset’s life or the life of the lease.

We review Premises and Equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. We measure recoverability of assets to be held and used by comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, we recognize an impairment charge in the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group.

Computer software includes the fair value of software acquired in business combinations and purchased software. Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life. Software acquired in business combinations is recorded at its fair value and amortized using the straight-line method over its estimated useful life, ranging from two to three years.

Business Combinations We account for acquisitions using the purchase method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805).805. The purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date.

Investment in Equity Affiliate– We utilize the equity method to account for investments in equity securities where we have the ability to exercise significant influence over operating and financial policies of the investee. We include a proportionate share of earnings and/or losses of equity method investees in Equity Income (Loss) in Affiliates, net which is included in Other Income (Expense), net in the Consolidated Statements of Operations.

Goodwill Goodwill represents the excess cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. We test goodwill for impairment by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimate the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on estimated category expansion, pricing, market segment share and general economic conditions.

We conduct our annual impairment test as of November 30 of each year and determined inno impairment of goodwill was required for the years ended December 31, 2011 and 2009 (in 2010, that it was appropriate to impair the remainingwe recorded a $2.8 million of goodwillimpairment in our Financial Service segment.

segment).

- 56 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
Intangible Assets, Net Identifiable intangible assets acquired in business combinations are recorded based on their fair values at the date of acquisition. We determine the useful lives of our identifiable Intangible Assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any arrangements, the history of the asset, our long-term strategy for use of the asset and other economic factors. We amortize intangible assets that we deem to have definite lives on a straight-line basis over their useful lives, generally ranging from 5 to 20 years.

We perform tests for impairment if conditions exist that indicate the carrying value may not be recoverable. When facts and circumstances indicate that the carrying value of Intangible Assets determined to have definite lives may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of cash flows of discrete intangible assets consistent with models utilized for internal planning purposes. If the sum of the undiscounted expected future cash flows is less than the carrying value, we would recognize an impairment to the extent carrying amount exceeds fair value. No impairment was recognized during the periods presented.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements(continued)

Fair Value of Financial Instruments The fair value of financial instruments, which primarily include Cash and Cash Equivalents, Restricted Cash, Accounts Receivable and Accounts Payable and Accrued Expenses 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

Functional Currency—The currency of the predecessor owners of MPAprimary economic environment 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 4). The fair value calculation is deemed to be a Level 3 calculation. The fair value of the put at December 31, 2010 of $0.7 million was valued using the following assumptions:

Assumptions
Risk-free Interest Rate0.12% – 1.02%
Expected Stock Price Volatility30% – 58%
Expected Dividend Yield
Contractual Life (in years)0.25 – 3.25
Fair Value$0.00 – $3.91
The put option agreement is a written derivative valued similar to stock options and is included within “Other Non-current Liabilities” on the Consolidated Balance Sheet. The fair value of the put option agreements will be determined each quarter until such putswhich our operations are either exercised or forfeited with any changes in value included as a component of “Other Income (Expense), net” in the Consolidated Statements of Operations.
Foreign Currency Translation and Transactions— Our reporting currencyconducted is the U.S. dollar. Other foreign currency assetsTherefore, the U.S. dollar has been determined to be our functional and liabilities that are considered monetary items are translated at exchange ratesreporting currency. Non-dollar transactions and balances have been measured in effect at the balance sheet date. Foreign currency revenues and expenses are translated atU.S. dollars in accordance with ASC Topic 830. All transaction date exchange rates. These exchange gains and losses from the measurement of monetary balance sheet items denominated in non-dollar currencies are includedreflected in the determinationstatement of net income.
operations as income or expenses, as appropriate.

Defined Contribution401(k) Plan Some of our employees currently participate in a defined contribution 401(k) plan under which we may make matching contributions equal to a discretionary percentage determined by us. We recorded expense of $0.1 million, $0.2 million and $0.1 million in 2011, 2010 and 2009, respectively, related to our discretionary amounts contributed.

- 57 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
Equity-based Compensation Equity-based compensation is accounted for under the provisions of ASC Topic 718. Under ASC Topic 718, the cost of employee services received in exchange for an award of equity instruments is generally measured based on the grant-date fair value of the award. Equity-based awards that do not require future service are expensed immediately. Equity-based employee awards that require future service are recognized over the relevant service period. Further, as required under ASC Topic 718, we estimate forfeitures for equity-based awards that are not expected to vest.

Earnings Per Share We compute Earnings Per Share (“EPS”) in accordance with ASC Topic 260. Basic Net Income per Share is computed by dividing Net Income by the weighted-average number of common stock outstanding for the period. Diluted Net Income Per Share reflects the assumed conversion of all dilutive securities. Due to the nature and timing of Separation, the number of outstanding shares issued in the capitalization were the only shares outstanding prior to the Separation.

Revenue Recognition We recognize revenues from the services we provide in accordance with ASC Topic 605. ASC Topic 605 sets forth guidance as to when revenue is realized or realizable and earned when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been performed; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. Generally, the contract terms for these services are relatively short in duration, and we recognize revenues as the services are performed either on a per unit or a fixed price basis. Specific policies for each of our reportable segments are as follows:

Mortgage Services: We recognize revenues for the majority of the services we provide in this segment on completion of the service to our customer. Residential property valuation, certain property inspection and property preservation services, mortgage due diligence and certain closing and title services include specific deliverables for our customers for which we recognize revenues when we deliver the related report or complete the related service to the customer, if collectibility is reasonably assured. We also perform services for which we recognize revenue at the time of closing of the related real estate transaction including real estate sales, real estate closings and certain title services. For default processing services and certain property preservation services, we recognize revenue over the period during which we perform the related services, with full recognition on completion of the related foreclosure filing or on closing of the related real estate transaction. For component services, we charge for these services based upon the number of employees utilized as the related services are performed. We record revenue associated with real estate sales on a net basis as we perform services as an agent without assuming the risks and rewards of ownership of the asset and the commission earned on the sale is a fixed percentage. Reimbursable expenses of $80.1 million, $44.6 million and $16.1 million incurred in 2011, 2010 and 2009, respectively, primarily in conjunction with our property preservation and default processing services are included in revenues with an equal offsetting expense included in cost of revenues. These amounts are recognized on a gross basis, principally because we have complete control over selection of vendors.

Financial Services: We generally earn our fees for asset recovery management services as a percentage of the amount we collect on delinquent consumer receivables on behalf of our clients and recognize revenues upon collection from the debtors. We also provide customer relationship management services for which we earn and recognize revenues on a per-call, per-person or per minute basis as the related services are performed.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements(continued)

Technology Services: For our REALSuite,REALSuite™, we charge based on the number of our client’s loans processed on the system or on a per-transaction basis. We record transactional revenues when the service is provided and other revenues monthly based on the number of loans processed, employees serviced or services provided. Furthermore, we provide IT infrastructure services to Ocwen and charge for these services primarily based on the number of employees that are using the applicable systems and the number and type of licensed products used by Ocwen. We record revenue associated with implementation services upon completion and maintenance ratably over the related service period.

- 58 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
Income Taxes— Until the effective date of the Separation, our operating results were included in Ocwen’s consolidated U.S. federal and state income tax returns and reflect the estimated income taxes we would have paid as a stand-alone taxable entity.
The Company accounts– We account for certain income and expense items differently for financial purposes and income tax purposes. We recognize deferred income tax assets and liabilities for these differences between the financial reporting basis and the tax basis of our assets and liabilities as well as expected benefits of utilizing net operating loss and credit carryforwards. The most significant temporary differences relate to accrued compensation, amortization, and loss and credit carryforwards. We measure deferred income tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect to recover or settle those temporary differences. The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Our obligation for current taxes through the date of Separation has been paid by Ocwen on our behalf and settled through equity by means of net transfers to Parent.

Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions including evaluating uncertainties under ASC Topic 740.

3. TRANSACTIONS WITH RELATED PARTIES

Ocwen remains our largest customer. Following the Separation, Ocwen is contractually obligated to purchase certain Mortgage Services and Technology Services from us under service agreements. These agreements extend for eight years from the date of 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

With respect to Ocwen, because such services are charged torelated party revenues consist of revenues earned directly from Ocwen and revenues earned from the mortgagee and/orloans serviced by Ocwen when Ocwen determines the investor andservice provider. We earn additional revenue on the loan portfolios serviced by Ocwen that are not expensesconsidered related party revenues as Ocwen does not have the ability to Ocwen. Ocwen, or services derived from Ocwen’s loan servicing portfolio, asdecide the service provider. As a percentage of each of our segmentssegment revenues and as a percentage of consolidated revenues, related party revenue was as follows for the year ended December 31:

         
  For the Years Ended December 31, 
  2010  2009 
         
Mortgage Services  66%  72%
Technology Services  37   44 
Financial Services  < 1   < 1 
Consolidated Revenues  51%  47%
With the exception of certain Technology Services revenues during the quarter ended March 31, 2008, we

September 30,September 30,September 30,
     For the Years Ended December 31, 
     2011  2010  2009 

Mortgage Services

     72  73  84

Technology Services

     39    37    44  

Financial Services

     < 1    < 1    < 1  

Consolidated Revenues

     58  51  47

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements(continued)

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.

- 59 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
Allocation As of Corporate Costs
For periods prior to the Separation Date, these financial statements include allocations of expensesJanuary 1, 2011, we modified our pricing for IT Infrastructure Services within our Technology Services segment 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. We 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, are allocateda rate card model primarily 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 are allocated based onheadcount to a combination of the sales, fixed assets and operating profits of the department, whichever is most appropriate given the nature of the expense. Management believes such allocations are reasonable; however, they may not be indicative of the actual expense that would have been incurred had the Company been operating as an independent company for the periods presented. Total corporate costs allocated to the Company, excluding separation costs, were $4.3 million for the period ended August 9, 2009. The charges for these functions are included primarily in Selling, General and Administrative Expenses in the Statements of Operations. In addition, Ocwen had allocated interest expense to us based upon our portion of assets to Ocwen’s total assets which is reflected as a component of Other Income (Expense), net in the Statements of Operations. There have been no expenses allocated to us since the Separation Date. However, these amounts may not be representative of the costs necessary for the Company to operate as a separate standalone company.
fully loaded cost plus mark-up methodology.

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, 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.date of Separation. The agreement was subsequently extended in August 2011 for certain services for an additional year. For the yearyears ended December 31, 2011 and 2010, Altisource billed Ocwen $2.6 million and $1.8 million, respectively, and Ocwen billed Altisource $1.9 million and $1.1 million respectively for services provided under this agreement. Amounts were immaterial in 2009. These amounts are reflected as a component of Selling, General and Administrative expenses in the Consolidated Statements of Operations. Amounts were immaterial in 2009.

Separation Related Expenditures

Included in Selling, General and Administrative Expenses in the accompanying Statement of Operations, we have recognized $3.4 million of Separation related expenses for the year ended December 31, 2009, primarily representing professional fees and other costs associated with establishing the Company as a stand-alone entity. Prior to the second quarter of 2009, all previous costs in connection with the Separation were recognized by Ocwen.

4. ACQUISITION OF ACQUISITIONS

The results of operations of the following acquisitions have been included in our consolidated results from the respective acquisition dates. The acquisitions did not have a material effect on our financial position, results of operations or cash flows.

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

Springhouse and Tracmail

In April 2011, we acquired Springhouse, an appraisal management company that utilizes a nationwide panel of appraisers to provide real estate appraisals principally to mortgage originators, including the members of Lenders One, and real estate asset managers.

In July 2011, we acquired the assembled workforce of Tracmail, a sub-contractor in India that performed asset recovery services. Prior to acquisition, the costs paid to the sub-contractor were included in Outside Fees and Services (included in Cost of Revenue in the Consolidated Financial Statements).

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements(continued)

The allocation of the purchase price for these transactions is as follows:

September 30,

(in thousands)

      

Accounts Receivable

    $289  

Premises and Equipment

     16  

Identifiable Intangible Assets

     1,180  

Goodwill

     3,079  
    

 

 

 
     4,564  

Accounts Payable and Accrued Expenses

     (2,049
    

 

 

 

Total Consideration

    $2,515  
    

 

 

 

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

September 30,
Estimated
Life
(in Years)

Premises and Equipment

2 – 5

Trademarks(1)

4

Customer Lists(1)

6

Non-compete(1)

2

Goodwill

Indefinite

(1)      The identifiable assets are subject to amortization on a straight-line basis as this best approximates the benefit period related to these assets.

The goodwill arising from the Springhouse acquisition assigned to our Mortgage Services segment relates principally to in-place workforce and our ability to go to market more quickly with a retail origination appraisal business. The goodwill arising from the Tracmail acquisition assigned to our Financial Services segment relates principally to in-place workforce. All goodwill and intangible assets related to the acquisitions are expected to be amortizable and deductible for income tax purposes.

MPA

On February 12, 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 December 31, 20102011 consisted of 179214 members.

- 60 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated and Combined Consolidated Financial Statements(continued)

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 
    

September 30,

(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 1.0 million 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 the stock consideration (0.3 million shares) will bewas held in escrow two years from the closing date of the acquisition to secure MPA’s indemnification obligations under the Purchase and Sale Agreement. The escrowed shares were released in 2011. 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 theAll remaining put was initially established at the date of acquisition ($1.3 million) using the following assumptions:

Assumptions
Risk-free Interest Rate0.345% – 1.914%
Expected Stock Price Volatility40% – 55%
Expected Dividend Yield
Contractual Life (in years)1 – 4
Fair Value$0.74 – $3.90
The 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 payment of the Working Capital Adjustment was made during the third quarter.

- 61 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
Management has assigned the following lives to identified assets acquired as a result of the acquisition:
Estimated
Life
(in Years)
Premises and Equipment2 – 5
Management Agreement(1)
20
Trademarks(1)
20
Non-compete(1)
4
GoodwillIndefinite
(1)The identifiable assets are subject to amortization on a straight-line basis as this best approximates the benefit period related to these assets.
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 relatedagreements expired in December 2011 due to the acquisitionattainment 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 December 31, 2010, included in the Company’s Consolidated Statements of Operations, are as follows.
     
  Year Ended 
  December 31, 
(in thousands) 2010 
     
Revenue $18,039 
Net Income Before Income Taxes and Non-controlling Interests  13,863 
Acquisition-related transaction costs are included in Selling, General and Administrative and Expenses in the Consolidated Statements of Operations.

share price thresholds.

- 62 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined 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.
                 
  Years Ended December 31, 
  2010  2009 
  As      As    
(in thousands, except per share amounts) Reported  Pro Forma  Reported  Pro Forma 
                 
Revenue $301,378  $303,022  $202,812  $223,810 
Net Income Attributable to Altisource  49,271   49,143   25,971   30,283 
Earnings Per Share — Diluted  1.88   1.87   1.07   1.20 
5. ACCOUNTS RECEIVABLE, NET

Accounts Receivable, net consists of the following:

         
  December 31, 
Quarter Ended 2010  2009 
         
Third-party Accounts Receivable $19,039  $11,638 
Unbilled Fees  32,055   9,073 
Receivable from Ocwen  3,950   10,066 
Other Receivables  583   416 
       
   55,627   31,193 
Allowance for Doubtful Accounts  (2,132)  (696)
       
         
Total $53,495  $30,497 
       

September 30,September 30,
      December 31, 

(in thousands)

    2011   2010 

Third-party Accounts Receivable

    $13,776    $19,039  

Unbilled Fees

     34,553     32,055  

Receivable from Ocwen

     5,250     3,950  

Receivable from Correspondent One

     123     —    

Other Receivables

     350     583  
    

 

 

   

 

 

 
     54,052     55,627  

Allowance for Doubtful Accounts

     (2,047   (2,132
    

 

 

   

 

 

 

Total

    $52,005    $53,495  
    

 

 

   

 

 

 

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.

 

- 63 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated and Combined Consolidated Financial Statements(continued)

A summary of the allowance for doubtful accounts, net of recoveries, for the years ended December 31, 2011, 2010 2009 and 20082009 is as follows:

     
  (in thousands) 
     
Balance, January 1, 2008 $959 
Bad Debt Expense  864 
Recoveries  (449)
Write-offs  (597)
    
Balance, December 31, 2008  777 
Bad Debt Expense  338 
Recoveries  (205)
Write-offs  (214)
    
Balance, December 31, 2009 $696 
Bad Debt Expense  1,735 
Recoveries  (106)
Write-offs  (193)
    
Balance, December 31, 2010 $2,132 
    
One of our customers in the Financial Services segment accounted for 16% of consolidated revenue in 2009 and 26% in 2008. Another customer in our Mortgage Services and Technology Services segments accounted for 12% of consolidated revenue in 2009.

September 30,
     (in thousands) 

Balance, January 1, 2009

    $777  

Bad Debt Expense

     338  

Recoveries

     (205

Write-offs

     (214
    

 

 

 

Balance, December 31, 2009

     696  

Bad Debt Expense

     1,735  

Recoveries

     (106

Write-offs

     (193
    

 

 

 

Balance, December 31, 2010

    $2,132  

Bad Debt Expense

     967  

Recoveries

     (54

Write-offs

     (998
    

 

 

 

Balance, December 31, 2011

    $2,047  
    

 

 

 

6. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid Expenses and Other Current Assets consistsconsist of the following:

         
  December 31, 
(in thousands) 2010  2009 
         
Prepaid Expenses $5,134  $2,435 
Income Tax Receivable  7,327    
Other Current Assets  615   469 
       
         
Total $13,076  $2,904 
       

 

September 30,September 30,
      December 31, 

(in thousands)

    2011     2010 

Prepaid Expenses

    $4,211      $5,134  

Income Tax Receivable

     —         7,327  

Other Current Assets

     791       615  
    

 

 

     

 

 

 

Total

    $5,002      $13,076  
    

 

 

     

 

 

 

- 64 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
7. PREMISES AND EQUIPMENT, NET

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

         
  December 31, 
(in thousands) 2010  2009 
         
Computer Hardware and Software $32,931  $23,591 
Office Equipment and Other  9,717   9,203 
Furniture and Fixtures  2,226   2,663 
Leasehold Improvements  4,501   3,441 
       
   49,375   38,898 
Less: Accumulated Depreciation and Amortization  (31,882)  (27,490)
       
         
Total $17,493  $11,408 
       

September 30,September 30,
      December 31, 

(in thousands)

    2011   2010 

Computer Hardware and Software

    $39,452    $32,931  

Office Equipment and Other

     15,068     9,717  

Furniture and Fixtures

     4,299     2,226  

Leasehold Improvements

     7,014     4,501  
    

 

 

   

 

 

 
     65,833     49,375  

Less: Accumulated Depreciation and Amortization

     (40,233   (31,882
    

 

 

   

 

 

 

Total

    $25,600    $17,493  
    

 

 

   

 

 

 

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements(continued)

Depreciation and amortization expense, inclusive of capital lease obligations, amounted to $8.4 million, $7.2 million and $5.4 million for 2011, 2010 and $7.8 million for 2010, 2009, and 2008, 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 Consolidated Statements of Operations.

8. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

Goodwill relates to the acquisitions of MPA, NCISpringhouse, Tracmail, and the company that developed the predecessor to our REALTrans® vendor management platform.

Changes in Goodwill during the years ended December 31, 20102011 and 20092010 are summarized below:

                 
  Mortgage  Technology  Financial    
(in thousands) Services  Services  Services  Total 
                 
Balance, January 1, 2009 $  $1,618  $9,922  $11,540 
Component 2 Amortization (a)        (2,216)  (2,216)
             
Balance, December 31, 2009     1,618   7,706   9,324 
Acquisition of MPA  10,218         10,218 
Component 2 Amortization (a)        (4,890)  (4,890)
Impairment Loss (b)        (2,816)  (2,816)
             
Balance, December 31, 2010 $10,218  $1,618  $  $11,836 
             

September 30,September 30,September 30,September 30,

(in thousands)

    Mortgage
Services
     Financial
Services
   Technology
Services
     Total 

Balance, January 1, 2010

    $—        $7,706    $1,618      $9,324  

Acquisition of MPA

     10,218       —       —         10,218  

Component 2 Amortization (a)

     —         (4,890   —         (4,890

Impairment Loss (b)

     —         (2,816   —         (2,816
    

 

 

     

 

 

   

 

 

     

 

 

 

Balance, December 31, 2010

     10,218       —       1,618       11,836  

Acquisition of Springhouse

     701       —       —         701  

Acquisition of Tracmail

     —         2,378     —         2,378  
    

 

 

     

 

 

   

 

 

     

 

 

 

Balance, December 30, 2011

    $10,919      $2,378    $1,618      $14,915  
    

 

 

     

 

 

   

 

 

     

 

 

 

a)

See footnote (a) below Intangible Assets table below.

b)

Based on the fourth quarter goodwill impairment test, management determined it was prudent to impair $2.8 million of goodwill in the Financial Services segment. This determination was made after considering quantitative and qualitative factors including past performance and execution risk.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements(continued)

Intangible Assets, Net

Intangible assets relate to our acquisitions of MPA (see Note 4) and Nationwide Credit, Inc (“NCI®”). No impairment charges were taken during the periods presented.

Intangible Assets, net during the years ended December 31, 2011 and 2010 consist of the following:

September 30,September 30,September 30,September 30,September 30,September 30,September 30,
     

Weighted

Average

Estimated

Useful

     Gross Carrying Amount     Accumulated Amortization     Net Book Value 
     Life     December 31,     December 31,     December 31, 

(dollars in thousands)

    (Years)     2011     2010     2011  2010     2011     2010 

Definite-lived Intangible

                         

Assets

                         

Trademarks

     16      $10,614      $10,200      $3,353   $2,346      $7,261      $7,854  

Customer Lists

     19       38,366       37,700       13,010(a)   7,447       25,356       30,253  

Operating Agreement

     20       35,000       35,000       3,354    1,604       31,646       33,396  

Non-compete Agreement

     4       1,300       1,200       613    275       687       925  
        

 

 

     

 

 

     

 

 

  

 

 

     

 

 

     

 

 

 

Total Intangible Assets

        $85,280      $84,100      $20,330   $11,672      $64,950      $72,428  
        

 

 

     

 

 

     

 

 

  

 

 

     

 

 

     

 

 

 

a)

Prior to our acquisition of NCI in 2007, NCI completed an acquisition which created tax-deductible goodwill that amortizes for tax purposes over time. When we acquired NCI in 2007, we recorded a lesser amount of goodwill for financial reporting purposes than what had previously been recorded at NCI for tax purposes. This difference between the amount of goodwill recorded for financial reporting purposes and the amount recorded for taxes is referred to as “Component 2” goodwill and it resultsresulted in our recording periodic reductions offirst to our book goodwill balance in our consolidated financial statements. The reduction ofAs our book goodwill also resulted in a reduction of equity of $2.2 million in 2009 and $3.6 million in 2008. We willbalance was fully written off at December 31, 2010 (see Goodwill section above), we continue to amortize the remaining Component 2 goodwill for U.S. tax purposes by reducing certain intangible assets by the remaining tax benefits of the Component 2 goodwill as they are realized in our tax returns. The amount amortized was $3.4 million for the year ended December 31, 2011. The balance of Component 2 goodwill remaining was $11.4$5.7 million as of December 31, 20102011 which should generate $6.8$3.5 million of reductions of intangible assets when the benefit can be realized for U.S. tax purposes.

b)Based on the fourth quarter goodwill impairment test, management determined it was prudent to impair the remaining $2.8 million of goodwill in the Financial Services segment. This determination was made after considering quantitative and qualitative factors including past performance and execution risk.

- 65 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
Intangible Assets, Net
Intangible assets relate to our acquisitions of MPA (see Note 4) and NCI. No impairment charges were taken during the periods presented.
Intangible Assets, net during the years ended December 31, 2010 and 2009 consist of the following:
                             
  Weighted          
  Average          
  Estimated  Gross  Accumulated    
  Useful Life  Carrying Amount  Amortization  Net Book Value 
(in thousands) (Years)  2010  2009  2010  2009  2010  2009 
                             
Definite-lived Intangible Assets                            
Trademarks  16  $10,200  $2,800  $2,346  $1,447  $7,854  $1,353 
Customer Lists  19   37,700   37,700   7,447   5,334   30,253   32,366 
Operating Agreement  20   35,000      1,604      33,396    
Non Competing Agreement  4   1,200      275      925    
                       
Total Intangible Assets     $84,100  $40,500  $11,672  $6,781  $72,428  $33,719 
                       
Amortization expense for definite lived intangible assets was $5.3 million, $4.9 million $2.7 million and $2.6$2.7 million for the fiscal years ended December 31, 2011, 2010 2009 and 2008,2009, respectively. Expected annual amortization for years 20112012 through 2015,2016, is $5.1$5.0 million, $4.8 million, $4.5 million, $4.4 million and $4.3 million, respectively.

9. INVESTMENT IN EQUITY AFFILIATE

Correspondent One S.A. (“Correspondent One™”) facilitates the purchase of closed conforming and $4.2government guaranteed residential mortgages from approved mortgage bankers. Correspondent One provides members of Lenders One additional avenues to sell loans beyond Lenders One’s preferred investor arrangements and the members’ own network of loan buyers. We have significant influence over the general operations of Correspondent One consistent with our 49% ownership level and therefore account for our investment under the equity method. As of December 31, 2011 we have no additional funding commitments to Correspondent One.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements(continued)

Correspondent One is in the initial phases of building its operations and therefore is expected to operate at a loss into 2012. The net loss on this investment using the equity method was $0.5 million respectively.

9.for the year ended December 31, 2011. The following table presents summarized financial information for Correspondent One which had no revenues as of December 31, 2011 except for interest income as no loans were sold:

September 30,

(in thousands)

    Year Ended
December 31, 2011
 

Net loss

    $(1,087
      As of
December  31,2011
 

Current Assets

    $29,600  

Non Current Assets

     524  

Current Liabilities

     461  

Equity

     29,663  

10. OTHER NON-CURRENT ASSETS

Other Non-Current Assets consist of the following:

September 30,September 30,
     December 31, 

(in thousands)

    2011     2010 

Security Deposits

    $7,615      $3,047  

Unbilled Fees

     1,773       1,449  

Other

     40       40  
    

 

 

     

 

 

 

Total

    $9,428      $4,536  
    

 

 

     

 

 

 

11. ACCOUNTS PAYABLE, AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accounts Payable and Accrued Expenses consist of the following:

         
  December 31, 
(in thousands) 2010  2009 
         
Accounts Payable $5,960  $1,114 
Income Taxes Payable, net  3,807   4,853 
Payable to Ocwen  2,418   2,716 
Accrued Expenses — General  11,189   8,373 
Accrued Salaries and Benefits  12,010   7,136 
       
         
Total $35,384  $24,192 
       

 

September 30,September 30,
      December 31, 

(in thousands)

    2011     2010 

Accounts Payable

    $2,974      $5,960  

Accrued Expenses—General

     18,485       11,189  

Accrued Salaries and Benefits

     14,575       12,010  

Income Taxes Payable

     6,419       3,807  

Payable to Ocwen

     2,414       2,418  
    

 

 

     

 

 

 

Total

    $44,867      $35,384  
    

 

 

     

 

 

 

- 66 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated and Combined Consolidated Financial Statements(continued)

Other Current Liabilities consist of the following:

         
  December 31, 
(in thousands) 2010  2009 
         
Mortgage Charge-Off and Deficiency Collections $8  $2,458 
Deferred Revenue  2,542   989 
Facility Closure Cost Accrual, Current Portion  253   272 
Other  2,813   2,220 
       
         
Total $5,616  $5,939 
       

September 30,September 30,
     December 31, 

(in thousands)

    2011     2010 

Deferred Revenue

    $4,581      $2,542  

Facility Closure Cost Accrual, Current Portion

     131       253  

Collections Due to Clients

     768       726  

Other

     4,459       2,095  
    

 

 

     

 

 

 

Total

    $9,939      $5,616  
    

 

 

     

 

 

 

Facility Closure Costs

During 2009, we accrued $1.6 million in facility closure costs (included in other current and other non-current liabilities in the Balance Sheet and in Selling, General and Administrative Expenses in the Statement of Operations) primarily consisting of lease exit costs (expected to be paid through 2014) and severance for the closure of facilities in Miramar, Florida and Victoria, British Columbia, Canada. The facility closures were in connection with our efforts to reduce overall costs and increase the utilization of remainingtwo facilities. The following table summarizes the activity for severance and other charges, all recorded in our Financial Services segment, for the years ended December 31, 20102011 and 2009:

                 
  Lease  Facility  Termination    
(in thousands) Costs  Costs  Benefits  Total 
                 
Balance, January 1, 2009 $  $  $  $ 
Additions Charged to Operations  1,110   747   447   2,304 
Disposals or Transfers of Property     (747)     (747)
Payments  (194)     (447)  (641)
             
Balance, December 31, 2009  916         916 
Less: Long-term Portion  (644)        (644)
             
Facility Closure Cost Accrual, Current Portion $272  $  $  $272 
             
                 
Balance, December 31, 2009 $916  $  $  $916 
Payments  (244)        (244)
             
Balance, December 31, 2010  672         672 
Less: Long-term Portion  (419)        (419)
             
Facility Closure Cost Accrual, Current Portion $253  $  $  $253 
             
10. LINE OF CREDIT AND OTHER SECURED BORROWINGS
In July 2008, NCI entered into a revolving secured credit agreement with a financial institution that provided for borrowings of up to $10.0 million through July 2011. All borrowings outstanding on December 31, 2008 of $1.1 million were floating rate advances with an interest rate of 2.25%. Substantially all of NCI’s assets, which comprise substantially all of the assets in our Financial Services segment, were pledged as collateral for this credit agreement. On June 23, 2009, we terminated the agreement at which time there were no borrowings outstanding on the line of credit since we repaid the balance in full in January 2009.
2010:

 

September 30,

(in thousands)

    Total 

Balance, January 1, 2010

    $916  

Payments

     (244
    

 

 

 

Balance, December 31, 2010

     672  

Less: Long-term Portion

     (419
    

 

 

 

Facility Closure Cost Accrual, Current Portion

    $253  
    

 

 

 

Balance, December 31, 2010

    $672  

Payments

     (217
    

 

 

 

Balance, December 31, 2011

     455  

Less: Long-term Portion

     (324
    

 

 

 

Facility Closure Cost Accrual, Current Portion

    $131  
    

 

 

 

- 67 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
11. 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 years ended December 31:
             
  For the Years Ended December 31, 
(in thousands) 2010  2009  2008 
             
Compensation and Benefits $62,791  $51,251  $59,311 
Outside Fees and Services  60,583   43,026   35,825 
Reimbursable Expenses  47,449   16,077    
Technology and Communications  18,236   16,443   19,912 
          
  $189,059  $126,797  $115,048 
          
12. 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 years ended December 31:
             
  For the Years Ended December 31, 
(in thousands) 2010  2009  2008 
             
Compensation and Benefits $19,116  $4,096  $6,208 
Professional Services  8,026   10,252   3,270 
Occupancy Related Costs  12,154   8,456   8,125 
Amortization of Intangible Assets  4,891   2,672   2,554 
Goodwill Impairment  2,816       
Other  10,349   13,997   7,931 
          
  $57,352  $39,473  $28,088 
          
Compensation and Benefits has increased in 2010 primarily as a result of the cost of being a separate public company, the need to have separate support functions such as accounting, legal and human resources, the reclassification of certain executive and marketing related compensation costs from Cost of Revenues to Selling, General and Administrative Expenses and increased equity compensation for senior executives.
Other in 2009 includes $1.4 million relating to a litigation settlement (see Note 17).

- 68 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
13. OTHER INCOME (EXPENSE), NET
Other Income (Expense) consists of the following:
             
  For the Years Ended December 31, 
(in thousands) 2010  2009  2008 
             
Interest Income $31  $16  $16 
Interest Expense  (119)  (1,660)  (2,607)
Change in Fair Value of Put Option  557       
Other, net  335   2,678   (35)
          
  $804  $1,034  $(2,626)
          
Through the date of Separation, Interest Expense 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 and $2.3 million for the years ending December 31, 2009 and 2008, respectively. Subsequent to the date of Separation, we are no longer subject to the interest charge from Ocwen.
Other, net in 2009 includes $2.3 million of income relating to a litigation settlement (see Note 17).
14. INCOME TAXES
The income tax (benefit) provision consists of the following:
             
  For the Years Ended December 31, 
(in thousands) 2010  2009  2008 
             
Current:            
Domestic — Luxembourg $(1,031) $4,827  $4 
Foreign — U.S. Federal     8,321   202 
Foreign — U.S. State  561      (379)
Foreign — Non U.S.  1,186   26   736 
          
  $716  $13,174  $563 
          
             
Deferred:            
Domestic — Luxembourg $395  $(107) $ 
Foreign — U.S. Federal  (1,014)  (1,581)  (102)
Foreign — U.S. State  (68)  (66)  1,299 
Foreign — Non U.S.  (432)  185    
          
   (1,119)  (1,569)  1,197 
          
Benefit Applied to Reduce Goodwill          3,622 
          
             
Total $(403) $11,605  $5,382 
          

- 69 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
We received 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. The impact of this is included above as a component of the current Luxembourg tax benefit. This ruling diddo not have a material impact on our deferred tax assets or liabilities. Income tax computed by applying the Luxembourg statutory income tax rate of 28.6% differs from income tax computed at the effective tax rate primarily because of the effect of the favorable tax ruling as well as differing tax rates in multiple jurisdictions, including losses recognized in our US operations.
The Company accounts for certain income and expense items differently for financial purposes and income tax purposes. We recognize deferred income tax assets and liabilities for these differences between the financial reporting basis and the tax basis of our assets and liabilities as well as expected benefits of utilizing net operating loss and credit carryforwards. We measure deferred income tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect to recover or settle those temporary differences. A summary of the tax effects of the temporary differences is as follows:
         
  December 31, 
(in thousands) 2010  2009 
         
Current Deferred Tax Assets:
        
Allowance for Doubtful Accounts and Other Reserves $143  $1,074 
Accrued Expenses  807   751 
Current Deferred Tax Liabilities:
        
Prepaid Expense  (399)  (279)
       
Current Deferred Tax Asset, Net:
 $551  $1,546 
       
         
Non-current Deferred Tax Assets:
        
Non Operating Loss Carryforwards — U.S. Federal  8,891   6,644 
Non Operating Loss Carryforwards — U.S. State  2,058   1,623 
Depreciation  58   1,680 
Non-U.S. Deferred Tax Asset  916   692 
Other  416   193 
Non-current Deferred Tax Liabilities:
        
Intangible Assets  (9,258)  (11,013)
U.S. State Taxes     (1,068)
       
   3,081   (1,249)
Valuation Allowance  (1,875)  (1,520)
       
Non-current Deferred Tax Asset (Liability), net
 $1,206  $(2,769)
       
Net Deferred Tax Asset (Liability)
 $1,757  $(1,223)
       
A valuation allowance is provided when it is deemed more-likely-than-not that some portion or all of a deferred tax asset will not be realized. In determining whether a valuation allowance is needed we considered estimates of future taxable income, future reversals of temporary differences, tax character and the impact of tax planning strategies that can be implemented if warranted. As of December 31, 2010, we provided a valuation allowance of $1.9 million related to certain state operating losses. This represents an increase of $0.3 million compared to the prior year decrease of $0.9 million. The increase in valuation allowance during 2010 relates tosignificant additional state losses generated in the current year. The decrease in 2009 is related to changes in effective tax rates.
We have not provided Luxembourg deferred taxes on cumulative earnings of non-Luxembourg affiliates as these earnings have been indefinitely reinvested. The earnings relate to ongoing operations and at December 31, 2010, were $1.4 million.

- 70 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
As of December 31, 2010, the Company had a deferred tax asset of $10.9 million relating to U.S. Federal and State net operating losses. Of this amount, $1.9 million relating to state net operating losses were subject to a valuation allowance. The gross amount of net operating losses available for carryover to future years approximates $27.5 million. Of this amount $19.0 million relates to NCI for periods prior to our acquisition and is subject to Section 382 of the Internal Revenue Code which limits their use to approximately $1.3 million per year. These losses are scheduled to expire between the years 2022 and 2029.
The separation from Ocwen and relocation of certain operations to Luxembourg resulted in changes to deferred tax balances which include amounts charged to stockholders’ equity of approximately $1.0 million. 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 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 Distribution was intended to be a tax-free transaction under Section 355 of the Internal Revenue Code (the “Code”). However, Ocwen recognized, and paid tax on, substantially all of the gain it has in the assets that comprise Altisource as a result of the restructuring. To the extent Ocwen does recognize tax under Section 355 of the Code, Altisource has agreed to indemnify Ocwen. In addition, we have agreed to indemnify Ocwen should the expected tax treatments not be upheld upon review or audit to the extent related to our operating results. As of December 31, 2010, the Company does not anticipate a material obligation under this indemnity.
The following table reconciles the Income Tax Provision to the Luxembourg income tax rate:
             
  For the Years Ended December 31, 
  2010  2009  2008 
             
Statutory Tax Rate  28.6%  28.6%  29.6%
Foreign Rate Differential  (23.0)  2.6   11.0 
Tax Adjustment for Retroactive Ruling  (7.0)      
Change in Valuation Allowances  0.5   (0.9)  9.1 
State Tax Expense  0.3       
Indefinite Deferral on Earnings of Non-U.S. Affiliates        (12.8)
Indefinite Deferral on Earnings of Non-Luxembourg Affiliates     0.6    
Other  (0.2)      
          
   (0.8)%  30.9%  36.9%
          
The Company follows ASC Topic 740 which clarifies the accounting and disclosure for uncertainty in tax positions. We analyzed our tax filing positions in all of the domestic and foreign tax jurisdictions where we are required to file income tax returns as well as for all open tax years in these jurisdictions. Based on this review, no reserves for uncertain income tax positions were required to have been recorded pursuant to ASC Topic 740. In addition, we determined that we did not need to record a cumulative effect adjustmentcosts related to the adoptionclosure of ASC 740.
We recognize accrued interest and penalties related to uncertain tax positions in Selling, General and Administrative Expenses in the Statements of Operations. As of December 31, 2010 and 2009, we did not have a liability recorded for payment of interest and penalties associated with uncertain tax positions.

these facilities.

- 71 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
15. 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 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.
As a result on August 10, 2009, the Company had 24.1 million shares of common stock outstanding and this share amount is being utilized for the calculation of basic EPS for all periods presented prior to the date of the Distribution. For all periods prior to the date of Distribution, the same number of shares is being used for diluted EPS as for basic EPS as no common stock of Altisource was traded prior to August 10, 2009 and no Altisource equity awards were outstanding for the prior period.
Basic and diluted earnings per share for the years ended December 31, 2010, 2009 and 2008 are calculated as follows:
             
  For the Years Ended December 31, 
(in thousands, except per share amounts) 2010  2009  2008 
             
Net Income $49,271  $25,971  $9,219 
          
             
Weighted-Average Common Shares Outstanding, Basic  25,083   24,062   24,050 
Dilutive Effect of Stock Options  1,176   196    
Dilutive Effect of Restricted Shares     3    
          
Weighted-Average Common Shares Outstanding, Diluted  26,259   24,261   24,050 
          
             
Earnings Per Share            
Basic $1.96  $1.08  $0.38 
          
Diluted $1.88  $1.07  $0.38 
          
A total of 0.1 million and 36,666 options that were anti-dilutive have been excluded from the computation of diluted EPS for the years ended December 31, 2010 and 2009, respectively. 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 for the years ended December 31, 2010 and 2009 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 has not been met at this point.

- 72 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
16.12. STOCKHOLDERS’ EQUITY AND EQUITY-BASEDSHARE-BASED COMPENSATION

Common Stock

Our Board of Directors has the power to issue shares of authorized but unissued common stock without further shareholder action subject to the requirements of applicable laws and stock exchanges. At December 31, 2010,2011, we had authorized 100.0 million shares. At December 31, 2010,2011, we had 24.923.4 million shares of common stock outstanding. The holders of shares of Altisource common stock are entitled to one vote for each share on all matters voted on by shareholders, and the holders of such shares will possess all voting power.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements(continued)

Treasury Stock

On May 19, 2010, our shareholders authorized us to purchase up to 3.8 million shares of our common stock in the open market. Through December 31, 2010,2011, we purchased 0.72.3 million shares of our common stock on the open market at an average price of $27.11,$34.55 per share, leaving 3.11.5 million shares still available for purchase.

purchase under the program.

Equity Incentive Plan

Prior to Separation
Prior to the Separation, our employees participated in Ocwen’s stock incentive plans. As a result, these financial statements include an allocation of stock compensation expense from Ocwen for the periods presented up to August 9, 2009. This allocation includes all stock compensation recorded by Ocwen for the employees within our segments and an allocation for certain corporate employees and directors.
Post-Separation
The Company’s

Our 2009 Equity Incentive Plan (the “Plan”) provides for various types of equity awards, including stock options, stock appreciation rights, stock purchase rights, restricted shares and other awards, or a combination of any of the above. Under the Plan, the Companywe may grant up to 6.7 million share-based awards to officers, directors, key employees and certain Ocwen employees. As of December 31, 2010, 2.52011, 2.3 million share-based awards were available for future grant under the plan.Plan. The shares will be issued from authorized and unissued shares of our common stock. Expired and forfeited awards are available for re-issuance. Vesting and exercise of share-based awards are generally contingent on continued employment.

Equity-Based Compensation

We provide stock-based awards as a form of compensation for employees and officers.

We have issued stock-based awards in the form of stock options for certain employees and restricted stock units.officers. We recorded total stock compensation expense including the allocation discussed above of $3.1$4.0 million, $0.3$3.1 million and $0.3 million for the years ended December 31, 2011, 2010 2009 and 2008,2009, respectively. The total compensation expense is includedfor 2011 and 2010 includes $3.0 million and $0.5 million, respectively, related to the vesting of performance awards that vested in Selling, General2011 and Administrative Expenses in the accompany Statements2010, respectively.

Outstanding equity based compensation currently only consists of Operations.

Below isstock option grants that are a summarycombination of the different types of stock-based awards issued under our stock plans:
Stock Options
service-based and market-based options:

Service-based Options.These options are granted at fair market value on the date of grant. The options generally vest over four or five years with equal annual cliff-vesting and expire on the earlier of 10 years after the date of grant or 3 months afterfollowing termination of service. A total of 1.21.0 million service-based awards were outstanding at December 31, 2010.

2011.

- 73 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
Market-based Options. These option grants have two components each of which begin to vest only upon the achievement of certain criteria. The first component, which we refer to internally as “ordinary performance” grants, consists of two-thirds of the market-based grant and begins to vest 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, which we refer to internally as “extraordinary performance” grants, wouldbegins to vest over three years if the stock price realizes a compounded annual gain of at least 25% over the exercise price, so long as it is at least triple the exercise price. The vesting schedule for all market-based awards is 25% upon achievement of the criterion and the remaining 75% in three equal annual installments.
A total of 2.2 million market-based awards were outstanding at December 31, 2011.

We granted 0.2 million stock options (at an average price of $33.15 per share) and 0.9 million stock options (at an average price of $23.58 per share) during the years ended December 31, 2011 and 2010, respectively.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements(continued)

The fair value of the service-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 weighted average assumptions as of the grant date:

                 
  2010  2009 
  Black-Scholes  Binomial  Black-Scholes  Binomial 
                 
Risk-free Interest Rate  1.50 – 3.20%  0.02 – 3.66%  2.64%  0.50 – 3.86%
Expected Stock Price Volatility  47 – 50%  51 – 52%  39%  38 – 46%
Expected Dividend Yield            
Expected Option Life (in years)  6.25 – 7      5    
Contractual Life (in years)     13      10 
Fair Value $11.95 – $13.24  $10.05 – $12.42  $5.35  $4.54 and $5.33 

September 30,September 30,September 30,September 30,September 30,September 30,
     2011  2010  2009 
     Black-Scholes  Binomial  Black-Scholes  Binomial  Black-Scholes  Binomial 

Risk-free Interest Rate

     1.69 – 1.93  0.04 – 3.03  1.50 – 3.20  0.02 – 3.66  2.64  0.50 – 3.86

Expected Stock Price Volatility

     48  55.7 – 55.8  47 – 50  51 – 52  39  38 – 46

Expected Dividend Yield

     —      —      —      —      —      —    

Expected Option Life (in years)

     6.25    —      6.25 – 7    —      5    —    

Contractual Life (in years)

     —      14    —      13    —      10  

Fair Value

    $16.33 – $17.85   $16.91 – $20.39   $11.95 – $13.24   $10.05 – $12.42   $5.35   $4.54 – $5.33  

The following table summarizes the weighted-average fair value of stock options granted, and the total intrinsic value of stock options exercised:

             
      December 31 
      2010  2009 
             
Weighted-Average Fair Value at Date of Grant     $18.18  $5.14 
Intrinsic Value of Options Exercised (in thousands) $7,530  $345 
Fair Value of Options Vested (in thousands) $926  $441 

September 30,September 30,September 30,
         December 31 
         2011     2010 

Weighted-Average Fair Value at Date of Grant

      $17.66      $18.18  

Intrinsic Value of Options Exercised

     (in thousands  $4,966      $7,530  

Fair Value of Options Vested

     (in thousands  $3,536      $926  

Stock-based compensation expense is recorded, net of estimated forfeiture rates ranging from 1% to 3%. The 2010 and 2009 compensation expense included $0.5 million and $0.1 million, respectively relating

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to certain performance based options for which the performance and market-based criteria for vesting were met during 2010 and 2009.

Consolidated Financial Statements(continued)

As of December 31, 2010,2011, estimated unrecognized compensation costs related to share-based payments amounted to $8.5$5.8 million which we expect to recognize over a weighted-average remaining requisite service period of approximately 3.43.0 years.

- 74 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
The following table summarizes activity of our stock options:
                 
          Weighted  Aggregate 
      Weighted  Average  Intrinsic 
      Average  Contractual  Value 
  Number of  Exercise  Term  (in 
  Options  Price  (in years)  thousands) 
                 
Outstanding at December 31, 2009  3,190,639  $9.90         
Granted  927,501   23.58         
Exercised  (422,485)  9.43         
Forfeited  (244,042)  11.19         
               
Outstanding at December 31, 2010  3,451,613  $13.46   7.3  $52,641 
             
                 
Exercisable at December 31, 2010  1,333,283  $10.00   5.8  $24,945 
             

September 30,September 30,September 30,September 30,
     Number of
Options
   Weighted
Average
Exercise
Price
     Weighted
Average
Contractual
Term

(in years)
     Aggregate
Intrinsic
Value

(in
thousands)
 

Outstanding at December 31, 2010

     3,451,613    $13.46       7.3      $52,641  
          

 

 

     

 

 

 

Granted

     181,000     33.15          

Exercised

     (231,908   11.20          

Forfeited

     (156,747   24.44          
    

 

 

           

Outstanding at December 31, 2011

     3,243,958    $14.19       6.7      $116,755  
    

 

 

   

 

 

     

 

 

     

 

 

 

Exercisable at December 31, 2011

     1,787,132    $10.92       6.0      $70,165  
    

 

 

   

 

 

     

 

 

     

 

 

 

The following table summarizes information about stock options outstanding and exercisable at December 31, 2010:

                         
  Options Outstanding ��Options Exercisable 
      Weighted          Weighted    
      Average  Weighted      Average  Weighted 
      Remaining  Average      Remaining  Average 
Exercise Price     Contractual  Exercise      Contractual  Exercise 
Range Number  Life  Price  Number  Life  Price 
                         
$2.00 – $6.00  67,037   2.09  $2.95   67,037   2.1  $2.95 
$6.01 – $9.00  115,433   1.28   7.50   115,433   1.3   7.50 
$9.01 – $12.00  2,070,835   7.4   9.61   904,588   7.2   9.69 
$12.01 – $15.00(a)
  303,308   4.7   14.21   246,225   3.7   14.22 
$15.01 – $18.00(a)
                  
$18.01 – $21.00(a)
                  
$21.01 – $24.00(a)
  375,000   9.1   22.01          
$24.01 – $27.00(a)
  520,000   9.4   24.86          
                       
   3,451,613           1,333,283         
                       
2011:

September 30,September 30,September 30,September 30,September 30,September 30,
     Options Outstanding     Options Exercisable 

Exercise Price

Range

    Number     Weighted
Average
Remaining
Contractual
Life
     Weighted
Average
Exercise
Price
     Number     Weighted
Average
Remaining
Contractual
Life
     Weighted
Average
Exercise
Price
 

$0.00 – $5.00

     40,342       1.09      $2.97       40,342       1.09      $2.97  

$5.01 – $10.00

     2,035,326       6.28       9.49       1,387,416       6.16       9.46  

$10.01 – $15.00

     251,248       4.93       13.22       212,498       4.42       13.05  

$20.01 – $25.00(a)

     786,042       8.27       23.81       146,876       8.27       23.81  

$30.01 – $35.00(a)

     72,500       9.44       33.03       —         —         —    

$35.01 – $40.00(a)

     58,500       9.56       37.09       —         —         —    
    

 

 

             

 

 

         
     3,243,958               1,787,132          
    

 

 

             

 

 

         

(a)

These options contain market-based components as described above. All other options are time-based awards.

- 75 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated and Combined Consolidated Financial Statements(continued)

The following table summarizes the market prices necessary in order for the market performance options to begin to vest:

         
(in thousands, except share prices) Market Based Options 
  Ordinary  Extraordinary 
Vesting Price Performance  Performance 
         
$40.00 – $45.00  188   8 
$45.01 – $50.00  250    
$50.01 – $55.00  10    
$65.01 – $70.00     94 
$70.01 – $75.00     125 
$75.01 – $80.00     5 
       
   448   232 
       
         
Weighted Average Share Price $47.33  $69.97 
       

September 30,September 30,
      Market Based Options 

(in thousands, except share prices)

Vesting Price

    Ordinary
Performance
     Extraordinary
Performance
 

$60.00 – $65.00

     10       —    

$65.01 – $70.00

     26       72  

$70.01 – $75.00

     8       125  

$75.01 – $95.00

     0       5  

$95.01 – $115.00

     0       17  
    

 

 

     

 

 

 
     44       219  
    

 

 

     

 

 

 

Weighted Average Share Price

    $67.45      $74.40  
    

 

 

     

 

 

 

13. 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 December 31:

September 30,September 30,September 30,
     For the Years Ended December 31, 

(in thousands)

    2011     2010     2009 

Compensation and Benefits

    $82,548      $62,791      $51,251  

Outside Fees and Services

     86,201       60,583       43,026  

Expense Reimbursements

     82,074       47,449       16,077  

Technology and Communications

     18,772       12,548       11,613  

Depreciation and Amortization

     6,254       5,688       4,830  
    

 

 

     

 

 

     

 

 

 

Total

    $275,849      $189,059      $126,797  
    

 

 

     

 

 

     

 

 

 

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Restricted SharesNotes to Consolidated Financial Statements

Activity(continued)

14. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, General and Administrative Expenses include payroll for personnel employed in executive, sales, marketing, human resources and finance roles. This category also includes occupancy costs, professional fees, depreciation and amortization on non-operating assets. The components of Selling, General and Administrative Expenses were as follows for the periods ended December 31:

September 30,September 30,September 30,
     For the Years Ended December 31, 

(in thousands)

    2011     2010     2009 

Compensation and Benefits

    $22,327      $19,116      $4,096  

Professional Services

     6,658       8,026       10,252  

Occupancy Related Costs

     17,824       10,684       7,854  

Amortization of Intangible Assets

     5,291       4,891       2,672  

Goodwill Impairment

     —         2,816       —    

Depreciation and Amortization

     2,097       1,470       602  

Other

     7,934       10,349       13,997  
    

 

 

     

 

 

     

 

 

 

Total

    $62,131      $57,352      $39,473  
    

 

 

     

 

 

     

 

 

 

Other in 2009 includes $1.4 million relating to a litigation settlement.

15. OTHER INCOME (EXPENSE), NET

Other Income (Expense) consists of the following:

September 30,September 30,September 30,
     For the Years Ended
December 31,
 

(in thousands)

    2011   2010   2009 

Interest Income

    $32    $31    $16  

Interest Expense

     (85   (119   (1,660

Change in Fair Value of Put Option

     732     557     —    

Equity Loss in Affiliate, net

     (530   —       —    

Other, net

     54     335     2,678  
    

 

 

   

 

 

   

 

 

 

Total

    $203    $804    $1,034  
    

 

 

   

 

 

   

 

 

 

Through the date of Separation, Interest Expense 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 year ending December 31, 2009. Subsequent to the date of Separation, we are no longer subject to the interest charge from Ocwen.

The change in Fair Value of Put Option relates to three put option agreements we entered into with certain of the sellers of MPA. The Put Option expired in December 2011.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements(continued)

Equity loss in affiliate represents our proportionate share of the earnings in Correspondent One (see Note 9).

Other, net in 2009 includes $2.3 million of income relating to a litigation settlement.

16. INCOME TAXES

The income tax (benefit) provision consists of the following:

September 30,September 30,September 30,
     For the Years Ended December 31, 

(in thousands)

    2011   2010   2009 

Current:

        

Domestic — Luxembourg

    $2,300    $(1,031  $4,827  

Foreign — U.S. Federal

     —       —       8,321  

Foreign — U.S. State

     119     561     —    

Foreign — Non U.S.

     2,891     1,186     26  
    

 

 

   

 

 

   

 

 

 
    $5,310    $716    $13,174  
    

 

 

   

 

 

   

 

 

 

Deferred:

        

Domestic — Luxembourg

    $(387  $395    $(107

Foreign — U.S. Federal

     3,216     (1,014   (1,581

Foreign — U.S. State

     (22   (68   (66

Foreign — Non U.S.

     (174   (432   185  
    

 

 

   

 

 

   

 

 

 
    $2,633    $(1,119  $(1,569
    

 

 

   

 

 

   

 

 

 

Total

    $7,943    $(403  $11,605  
    

 

 

   

 

 

   

 

 

 

We received 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 date of Separation. As a result of the ruling, the Company recognized a $3.4 million credit attributable to 2009 in the second quarter of 2010. The impact of this is included above as a component of the current Luxembourg tax benefit. This ruling did not have a material impact on our deferred tax assets or liabilities. Income tax computed by applying the Luxembourg statutory income tax rate of 28.8% differs from income tax computed at the effective tax rate primarily because of the effect of the favorable tax ruling as well as differing tax rates in multiple jurisdictions, including losses recognized in our U.S. operations.

The Company accounts for certain income and expense items differently for financial purposes and income tax purposes. We recognize deferred income tax assets and liabilities for these differences between the financial reporting basis and the tax basis of our assets and liabilities as well as expected benefits of utilizing net operating loss and credit carryforwards. We measure deferred income tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect to recover or settle those temporary differences.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements(continued)

A summary of the tax effects of the temporary differences is as follows:

September 30,September 30,
     December 31, 

(in thousands)

    2011   2010 

Current Deferred Tax Assets:

      

Allowance for Doubtful Accounts and Other Reserves

    $72    $143  

Accrued Expenses

     1,294     807  

Current Deferred Tax Liabilities:

      

Prepaid Expense

     (233   (399
    

 

 

   

 

 

 

Current Deferred Tax Asset, Net:

    $1,133    $551  
    

 

 

   

 

 

 

Non-current Deferred Tax Assets:

      

Non Operating Loss Carryforwards — U.S. Federal

    $10,998    $8,891  

Non Operating Loss Carryforwards — U.S. State

     2,209     2,058  

Depreciation

     —       58  

Non-U.S. Deferred Tax Asset

     1,479     916  

Other

     564     416  

Non-current Deferred Tax Liabilities:

      

Intangible Assets

    $(8,014  $(9,258

Depreciation

     (654   —    
    

 

 

   

 

 

 
     6,582     3,081  

Valuation Allowance

    $(2,209  $(1,875
    

 

 

   

 

 

 

Non-current Deferred Tax Asset, net

    $4,373    $1,206  
    

 

 

   

 

 

 

Net Deferred Tax Asset

    $5,506    $1,757  
    

 

 

   

 

 

 

A valuation allowance is provided when it is deemed more-likely-than-not that some portion or all of a deferred tax asset will not be realized. In determining whether a valuation allowance is needed, we considered estimates of future taxable income, future reversals of temporary differences, tax character and the impact of tax planning strategies that can be implemented, if warranted. As of December 31, 2011, we provided a valuation allowance of $2.2 million related to certain state operating losses. This represents an increase of $0.3 million compared to the prior year increase of $0.3 million. The increase in valuation allowance during 2011 relates to additional state losses generated in the current year.

We have not provided Luxembourg deferred taxes on cumulative earnings of non-Luxembourg affiliates as these earnings have been indefinitely reinvested. The earnings relate to ongoing operations and at December 31, 2011, were $16 million.

As of December 31, 2011, the Company had a deferred tax asset of $13.2 million relating to U.S. Federal and State net operating losses. Of this amount, $2.2 million relating to state net operating losses were subject to a valuation allowance. The gross amount of net operating losses available for carryover to future years approximates $33 million. Of this amount, $15.9 million relates to NCI for periods prior to our acquisition and is subject to Section 382 of the Internal Revenue Code (the “Code”) which limits their use to approximately $1.3 million per year. These losses are scheduled to expire between the years 2022 and 2029.

The separation from Ocwen and relocation of certain operations to Luxembourg resulted in changes to deferred tax balances which include amounts charged to stockholders’ equity of approximately $1.0 million. For periods prior to the date of Separation, we are included in Ocwen’s tax returns. Our responsibility with respect to restrictedthese 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 utilized in the consolidated U.S. federal tax return. The provision for income taxes prior to the date of Separation has been determined on a pro-forma basis as if we had filed separate income taxes under our current structure for the periods presented.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements(continued)

The Distribution was intended to be a tax-free transaction under Section 355 of the Code. However, Ocwen recognized, and paid tax on, substantially all of the gain it has in the assets that comprise Altisource as a result of the restructuring. To the extent Ocwen does recognize tax under Section 355 of the Code, Altisource has agreed to indemnify Ocwen. In addition, we have agreed to indemnify Ocwen should the expected tax treatments not be upheld upon review or audit to the extent related to our operating results. The Company does not anticipate a material obligation under this indemnity.

The following table reconciles the Income Tax Provision to the Luxembourg income tax rate:

September 30,September 30,September 30,
     For the Years Ended December 31, 
     2011  2010  2009 

Statutory Tax Rate

     28.80  28.60  28.60

Foreign Rate Differential

     (19.27  (23.00  2.60  

Tax Adjustment for Retroactive Ruling

     —      (7.00  —    

Change in Valuation Allowances

     —      0.50    (0.90

State Tax Expense

     0.07    0.30    —    

Indefinite Deferral on Earnings of Non - U.S Luxembourg Affiliates

     —      —      0.60  

Other

     0.45    (0.20  —    
    

 

 

  

 

 

  

 

 

 
     10.05  (0.80)%   30.90
    

 

 

  

 

 

  

 

 

 

The Company follows ASC Topic 740 which clarifies the accounting and disclosure for uncertainty in tax positions. We analyzed our tax filing positions in all of the domestic and foreign tax jurisdictions where we are required to file income tax returns as well as for all open tax years in these jurisdictions. Based on this review, no reserves for uncertain income tax positions were required to have been recorded pursuant to ASC Topic 740. In addition, we determined that we did not need to record a cumulative effect adjustment related to the adoption of ASC Topic 740.

We recognize accrued interest and penalties related to uncertain tax positions in Selling, General and Administrative Expenses in the Statements of Operations. As of December 31, 2011 and 2010, we did not have a liability recorded for payment of interest and penalties associated with uncertain tax positions.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements(continued)

17. EARNINGS PER SHARE

Basic EPS is computed by dividing income available to common stockholders by the weighted average number of common shares was as followsoutstanding for the period. Diluted EPS reflects the assumed conversion of dilutive securities.

Basic and diluted EPS for the years ended December 31:

         
      Weighted 
      Average 
  Restricted  Grant Date 
  Shares  Fair Value 
         
Outstanding at December 31, 2009  3,236  $18.00 
Issued at Separation      
Vested  (3,236)  18.00 
Forfeited      
Treasury stock repurchased       
        
Outstanding at December 31, 2010       
        
17. COMMITMENTS AND CONTINGENCIES
Litigation
Noble Systems Corp.We filed suit against a former equipment vendor seeking revocation31, 2011, 2010 and 2009 are calculated as follows:

September 30,September 30,September 30,
     For the Years Ended December 31, 

(in thousands, except per share data)

    2011     2010     2009 

Net Income Attributable to Altisource

    $71,112      $49,271      $25,971  
    

 

 

     

 

 

     

 

 

 

Weighted-Average Common Shares Outstanding,

            

Basic

     24,373       25,083       24,062  

Dilutive Effect of Stock Options

     1,312       1,176       196  

Dilutive Effect of Restricted Shares

     —         —         3  
    

 

 

     

 

 

     

 

 

 

Weighted-Average Common Shares Outstanding,

            

Diluted

     25,685       26,259       24,261  
    

 

 

     

 

 

     

 

 

 

Earnings Per Share

            

Basic

    $2.92      $1.96      $1.08  
    

 

 

     

 

 

     

 

 

 

Diluted

    $2.77      $1.88      $1.07  
    

 

 

     

 

 

     

 

 

 

A total of acceptance0.1 million options that were anti-dilutive have been excluded from the computation of diluted EPS for each of the equipment and damages for breaches of implied warranties and related torts. Separately, we were a party to a pending arbitration brought by the vendor seeking payment of annual support and maintenance fees for periods subsequent to when we returned the equipment to the vendor. The vendor also requested payment of discounts it provided to us purportedly to be a marketing partner for the vendor. On March 2, 2010, we were notified that the arbitrator ruled in a binding opinion that we owed $1.4 million to Noble Systems Corp, which was accrued as ofyears ended December 31, 2011 and 2010 (negligible amount for 2009). 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 are 0.3 million options for December 31, 2011, and 0.7 million options for each of 2010 and 2009 inrespectively, granted for shares that are issuable upon the Financial Services segmentachievement of certain market and was paid during 2010.

performance criteria related to our stock price and an annualized rate of return to investors that have not been met at this point.

- 76 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated and Combined Consolidated Financial Statements(continued)

Nationwide Inflection, LLC.In the first quarter of 2009,

18. COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, we received a complaint from Nationwide Inflection, LLC (“Inflection”) related to the release of escroware involved in connection with the June 2007 acquisition of NCI. Inflection claimed that it had not breached any representations and was entitled to recover all sums in escrow. We responded timely claiming that we had suffered losses in excess of the escrow as a result of breach of contract. Ultimately, during the third quarter of 2009, the parties agreed to settle all complaints which resulted in $2.3 million being released to Altisource and recognized as a gain in other income, net in the Statement of Operations. We also received $0.4 million related to interest received on the escrow and reimbursement for expenses incurred in connection with defending ourselves in lawsuits in existence at the time of the acquisition, with an additional $0.3 million in escrow available to cover future legal expenses incurred in the one remaining lawsuit that was subsequently resolved.

Altisource is subject to various other pending legal proceedings arising in the ordinary course of business. In our opinion,We record a liability for litigation if an unfavorable outcome is probable and the resolutionamount of loss can be reasonably estimated, including expected insurance coverage. For proceedings where a range of loss is determined, we record a best estimate of loss within the range. When legal proceedings are material we disclose the nature of the matter abovelitigation and those otherto the extent possible the estimate of loss or range of loss. In the opinion of management, after consultation with legal counsel and considering insurance coverage where applicable, the outcome of current legal proceedings both individually and in the aggregate will not have a material effectimpact on our financial condition, results of operations or cash flows.

Leases

The Company leases

We lease certain premises and equipment under various capital and operating lease agreements. Future minimum lease payments at December 31, 20102011 under non-cancelable capital and operating leases with an original term exceeding one year are as follows:

         
      Operating 
  Capital Lease  Lease 
(in thousands) Obligations  Obligations 
         
2011 $738  $4,867 
2012  619   3,408 
2013  258   1,695 
2014     762 
2015     210 
       
   1,615  $10,942 
        
Less: Amounts Representing Interest  (84)    
        
Capital Lease Obligations  1,531     
Less: Current Portion Under Capital Lease Obligation  (679)    
        
Long-term Portion Under Capital Lease Obligation $852     
        

September 30,September 30,

(in thousands)

    Capital Lease
Obligations
   Operating Lease
Obligations
 

2012

    $659     9,564  

2013

     204     5,561  

2014

     —       3,060  

2015

     —       263  
    

 

 

   

 

 

 
     863    $18,448  
      

 

 

 

Less: Amounts Representing Interest

     (27  
    

 

 

   

Capital Lease Obligations

     836    

Less: Current Portion Under Capital Lease Obligation

     (634  
    

 

 

   

Long-term Portion Under Capital Lease Obligation

    $202    
    

 

 

   

Total operating lease expense, net of sublease income, was $10.8 million, $7.8 million $4.2 million and $3.9$4.2 million for the years ended December 31, 2011, 2010, 2009, and 2008,2009, respectively. The operating leases generally relate to office locations and reflect customary lease terms which range from 1 to 7 years in duration.

18.

Escrow Balances

We hold customers’ assets in escrow at various financial institutions pending completion of certain real estate and debt collection activities. These amounts are held in escrow for limited periods of time, generally consisting of a few days. To the extent these assets are not co-mingled with our fees and are maintained in segregated bank accounts, they are generally not included in the Consolidated Balance Sheets, the balance of which is $17.7 million at December 31, 2011.

19. SEGMENT REPORTING

Our business segments reflectare based upon our organizational structure which focuses primarily on the services offered and are consistent with 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.

- 77 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Consolidated and Combined Consolidated Financial Statements
(continued)
We classify our businesses into three reportable segments.Mortgage Servicesconsists of mortgage portfolio management services that span the mortgage lifecycle.Financial Services principally consists of unsecured asset recovery and customer relationship management.Technology Servicesconsists of modular, comprehensive

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements(continued)

integrated technological solutions for loan servicing, vendor management and invoice presentment and payment as well as providing infrastructure support. In addition, ourCorporate Items and Eliminationssegment 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,and this segment also includes costs recognized by us related to corporate support functions such as executive, finance, legal, human resources, vendor management and consumer behavior.

six sigma. Prior to the date of Separation, this segment included expenditures recognized by us related to the Separation.

Financial information for our segments is as follows:

                     
  For the Year Ended December 31, 2010 
              Corporate    
  Mortgage  Financial  Technology  Items and  Consolidated 
(in thousands) Services  Services  Services  Eliminations  Altisource 
                     
Revenue $204,771  $59,979  $52,013  $(15,385) $301,378 
Cost of Revenue  124,485   49,781   28,909   (14,116)  189,059 
                
Gross Profit  80,286   10,198   23,104   (1,269)  112,319 
Selling, General and Administrative Expenses  14,890   19,567   4,985   17,910   57,352 
                
Income (Loss) from Operations  65,396   (9,369)  18,119   (19,179)  54,967 
Other Income (Expense), net  781   (50)  (60)  133   804 
                
Income (Loss) Before Income Taxes $66,177  $(9,419) $18,059  $(19,046) $55,771 
                
                     
Transactions with Related Parties Included Above:                    
Revenue $135,655  $166  $19,167  $  $154,988 
                
Selling, General and Administrative Expenses $  $  $  $1,056  $1,056 
                
Interest Expense $  $  $  $  $ 
                
                     
  For the Year Ended December 31, 2009 
              Corporate    
  Mortgage  Financial  Technology  Items and  Consolidated 
(in thousands) Services  Services  Services  Eliminations  Altisource 
                     
Revenue $103,098  $64,434  $47,453  $(12,173) $202,812 
Cost of Revenue  60,735   52,871   24,477   (11,286)  126,797 
                
Gross Profit  42,363   11,563   22,976   (887)  76,015 
Selling, General and Administrative Expenses  5,625   19,267   4,731   9,850   39,473 
                
Income (Loss) from Operations  36,738   (7,704)  18,245   (10,737)  36,542 
Other Income (Expense), net  31   1,324   (319)  (2)  1,034 
                
Income (Loss) Before Income Taxes $36,769  $(6,380) $17,926  $(10,739) $37,576 
                
                     
Transactions with Related Parties Included Above:                    
Revenue $74,089  $98  $20,710  $  $94,897 
                
  $2,712  $467  $1,517  $(388) $4,308 
                
  $30  $1,029  $231  $  $1,290 
                

 

September 30,September 30,September 30,September 30,September 30,
     For the Year Ended December 31, 2011 
                   Corporate     
     Mortgage     Financial   Technology   Items and   Consolidated 

(in thousands)

    Services     Services   Services   Eliminations   Altisource 

Revenue

    $311,921      $71,181    $56,094    $(15,509  $423,687  

Cost of Revenue

     202,035       51,096     36,874     (14,156   275,849  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit

     109,886       20,085     19,220     (1,353   147,838  

Selling, General and Administrative Expenses

     15,278       15,634     4,867     26,352     62,131  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Operations

     94,608       4,451     14,353     (27,705   85,707  

Other Income (Expense), net

     248       (34   (49   38     203  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) Before Income Taxes

    $94,856      $4,417    $14,304    $(27,667  $85,910  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Transactions with Related Parties:

              

Revenue

    $223,184      $266    $21,812    $—      $245,262  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Selling, General and Administrative Expenses

    $—        $—      $—      $1,893    $1,893  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

- 78 -


ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated and Combined Consolidated Financial Statements(continued)

                     
  For the Year Ended December 31, 2008 
              Corporate    
  Mortgage  Financial  Technology  Items and  Consolidated 
(in thousands) Services  Services  Services  Eliminations  Altisource 
                     
Revenue $54,956  $73,835  $45,283  $(13,711) $160,363 
Cost of Revenue  36,392   62,590   29,777   (13,711)  115,048 
                
Gross Profit  18,564   11,245   15,506      45,315 
Selling, General and Administrative Expenses  5,027   17,168   6,118   (225)  28,088 
                
Income (Loss) from Operations  13,537   (5,923)  9,388   225   17,227 
Other Income (Expense), net  (58)  (1,952)  (391)  (225)  (2,626)
                
Income (Loss) Before Income Taxes $13,479  $(7,875) $8,997  $  $14,601 
                
                     
Transactions with Related Parties Included Above:                    
Revenue $41,635  $1,181  $35,146  $(13,711) $64,251 
                
                     
              Corporate    
  Mortgage  Financial  Technology  Items and  Consolidated 
(in thousands) Services  Services  Services  Eliminations  Altisource 
                     
Total Assets:                    
December 31, 2010 $93,173  $43,202  $31,469  $29,956  $197,800 
                
December 31, 2009 $8,259  $51,579  $15,677  $45,041  $120,556 
                

 

September 30,September 30,September 30,September 30,September 30,
     For the Year Ended December 31, 2010 
                   Corporate     
     Mortgage     Financial   Technology   Items and   Consolidated 

(in thousands)

    Services     Services   Services   Eliminations   Altisource 

Revenue

    $187,133      $77,617    $52,013    $(15,385  $301,378  

Cost of Revenue

     117,691       56,575     28,909     (14,116   189,059  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit

     69,442       21,042     23,104     (1,269   112,319  

Selling, General and Administrative Expenses

     13,718       20,739     4,985     17,910     57,352  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Operations

     55,724       303     18,119     (19,179   54,967  

Other Income (Expense), net

     781       (50   (60   133     804  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) Before Income Taxes

    $56,505      $253    $18,059    $(19,046  $55,771  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Transactions with Related Parties:

              

Revenue

    $135,655      $166    $19,167    $—      $154,988  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Selling, General and Administrative Expenses

    $—        $—      $—      $1,056    $1,056  
    

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

- 79 -

September 30,September 30,September 30,September 30,September 30,
     For the Year Ended December 31, 2009 
                     Corporate     
     Mortgage     Financial     Technology   Items and   Consolidated 

(in thousands)

    Services     Services     Services   Eliminations   Altisource 

Revenue

    $87,801      $79,731      $47,453    $(12,173  $202,812  

Cost of Revenue

     56,539       57,067       24,477     (11,286   126,797  
    

 

 

     

 

 

     

 

 

   

 

 

   

 

 

 

Gross Profit

     31,262       22,664       22,976     (887   76,015  

Selling, General and Administrative Expenses

     4,913       19,979       4,731     9,850     39,473  
    

 

 

     

 

 

     

 

 

   

 

 

   

 

 

 

Income (Loss) from Operations

     26,349       2,685       18,245     (10,737   36,542  

Other Income (Expense), net

     31       1,324       (319   (2   1,034  
    

 

 

     

 

 

     

 

 

   

 

 

   

 

 

 

Income (Loss) Before Income Taxes

    $26,380      $4,009      $17,926    $(10,739  $37,576  
    

 

 

     

 

 

     

 

 

   

 

 

   

 

 

 

Transactions with Related Parties:

                

Revenue

    $74,089      $98      $20,710    $—      $94,897  
    

 

 

     

 

 

     

 

 

   

 

 

   

 

 

 

Selling, General and Administrative Expenses

    $2,712      $467      $1,517    $(388  $4,308  
    

 

 

     

 

 

     

 

 

   

 

 

   

 

 

 

Interest Expense

    $30      $1,029      $231    $—      $1,290  
    

 

 

     

 

 

     

 

 

   

 

 

   

 

 

 


ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated and Combined Consolidated Financial Statements(continued)

19.

September 30,September 30,September 30,September 30,September 30,

(in thousands)

    Mortgage
Services
     Financial
Services
     Technology
Services
     Corporate
Items and
Eliminations
     Consolidated
Altisource
 

Total Assets:

                    

December 31, 2011

    $112,780      $41,276      $32,279      $37,824      $224,159  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

December 31, 2010

    $93,173      $43,202      $31,469      $29,956      $197,800  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

December 31, 2009

    $8,259      $51,579      $15,677      $45,041      $120,556  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

20. QUARTERLY FINANCIAL DATA (UNAUDITED)

The following tables contain selected unaudited statement of operations information for each quarter of 20102011 and 2009.2010. The following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Our business is affected by seasonality.

Unaudited quarterly results are as follows:

                 
  2010 Quarter Ended(1) 
(in thousands, except per share amounts) December 31,  September 30,  June 30,  March 31, 
                 
Revenue $91,477  $77,580  $71,347  $60,974 
Gross Profit  35,060   28,667   26,972   21,620 
Income Before Income Taxes and Non-controlling Interests  17,121   14,635   14,536   9,479 
Net Income  19,553   11,884   17,643   7,094 
Net Income Attributable to Altisource  16,786   9,832   16,346   6,307 
                 
Net Income Per Share                
Basic $0.67  $0.39  $0.65  $0.26 
Diluted $0.64  $0.37  $0.62  $0.25 
Weighted Average Shares Outstanding                
Basic  25,091   25,318   25,226   24,690 
Diluted  26,183   26,544   26,247   25,663 
                 
  2009 Quarter Ended(1) 
(in thousands, except per share amounts) December 31,  September 30,  June 30,  March 31, 
                 
Revenue $56,326  $54,064  $49,803  $42,619 
Gross Profit  21,334   20,611   19,454   14,616 
Income Before Income Taxes and Non-controlling Interests  8,956   12,092   10,009   6,519 
Net Income  5,873   8,644   7,015   4,439 
                 
Net Income Per Share                
Basic $0.25  $0.36  $0.29  $0.18 
Diluted $0.24  $0.36  $0.29  $0.18 
Weighted Average Shares Outstanding                
Basic  24,083   24,050   24,050   24,050 
Diluted  24,339   24,050   24,050   24,050 

September 30,September 30,September 30,September 30,
      2011 Quarter Ended(1) 

(in thousands, except per share data)

    December 31,     September 30,     June 30,     March 31, 

Revenue

    $131,956      $109,793      $93,268      $88,670  

Gross Profit

     47,492       36,454       30,171       33,721  

Income Before Income Taxes and

                

Non-controlling Interests

     30,757       20,805       16,537       17,811  

Net Income

     28,191       18,962       14,690       16,124  

Net Income Attributable to Altisource

     25,731       17,171       13,385       14,825  

Net Income Per Share

                

Basic

    $1.09      $0.71      $0.54      $0.60  

Diluted

    $1.02      $0.67      $0.52      $0.57  

Weighted Average Shares Outstanding

                

Basic

     23,692       24,341       24,625       24,845  

Diluted

     25,142       25,489       25,773       25,928  
                

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements(continued)

September 30,September 30,September 30,September 30,
     2010 Quarter Ended(1) 

(in thousands, except per share data)

    December 31,     September 30,     June 30,     March 31, 

Revenue

    $91,477      $77,580      $71,348      $60,974  

Gross Profit

     35,060       28,667       26,973       21,620  

Income Before Income Taxes and

                

Non-controlling Interests

     17,121       14,635       14,537       9,479  

Net Income

     19,553       11,884       17,644       7,094  

Net Income Attributable to Altisource

     16,786       9,832       16,347       6,307  

Net Income Per Share

                

Basic

    $0.67      $0.39      $0.65      $0.26  

Diluted

    $0.64      $0.37      $0.62      $0.25  

Weighted Average Shares Outstanding

                

Basic

     25,091       25,318       25,226       24,690  

Diluted

     26,183       26,544       26,247       25,663  

(1)
(1)

The sum of quarterly amounts, including per share amounts, may not equal amounts reported for year-to-dateyear- to-date periods. This is due to the effects of rounding and changes in the number of weighted-averageweighted- average shares outstanding for each period.

 

- 80 -


ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 9A.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation required by the 1934 Act, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the 1934 Act, as of December 31, 2010.2011. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2010,2011, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the 1934 Act. Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 20102011 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2010,2011, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Deloitte & Touche LLP has independently assessed the effectiveness of our internal control over financial reporting and its report is included herein.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 20102011 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

ITEM 9B.OTHER INFORMATION

None.

- 81 -


PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERSEXECUTIVEOFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated herein by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act.

ITEM 11.EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated herein by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated herein by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act.

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated herein by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act.

- 82 -


PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

The following documents are filed as part of this annual report.

1.

Financial Statements

See Item 8 above.

2.

Financial Statement Schedules:

Schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable, and therefore have been omitted.

3.

Exhibits:

Exhibit

Number

  See Item 8 above.

Exhibit Description

2.Financial Statement Schedules:
Schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable, and therefore have been omitted.
3.Exhibits:
Exhibit
NumberExhibit Description
2.1  Form of Separation Agreement between Altisource Portfolio Solutions S.A. and Ocwen Financial Corporation (incorporated by reference to Exhibit 2.1 of the Registrant’s Form 10-12B/A Amendment No. 1 to Form 10, as filed with the Commission on June 29, 2009)
3.1  Articles of Incorporation of Altisource Portfolio Solutions S.A. (incorporated by reference to Exhibit 2.1 of the Registrant’s Form 10-12B/A Amendment No. 1 to Form 10, as filed with the Commission on June 29, 2009)
10.1  Separation Agreement, dated as of August 10, 2009, by and between Altisource Portfolio Solutions S.A. and Ocwen Financial Corporation (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, as filed with the Commission on August 13, 2009)
10.2  Tax Matters Agreement, dated as of August 10, 2009, between Altisource Solutions S.à r.l. and Ocwen Financial Corporation (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, as filed with the Commission on August 13, 2009)
10.3  Employee Matters Agreement, dated as of August 10, 2009, between Altisource Solutions S.à r.l. and Ocwen Financial Corporation (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K, as filed with the Commission on August 13, 2009)
10.4  Technology Products Services Agreement, dated as of August 10, 2009, between Altisource Solutions S.à r.l. and Ocwen Financial Corporation (incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K, as filed with the Commission on August 13, 2009)
10.5  Services Agreement, dated as of August 10, 2009, between Altisource Solutions S.à r.l. and Ocwen Financial Corporation (incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K, as filed with the Commission on August 13, 2009)
10.6  Data Center and Disaster Recovery Services Agreement, dated as of August 10, 2009, between Altisource Solutions S.à r.l. and Ocwen Financial Corporation (incorporated by reference to Exhibit 10.7 of the Registrant’s Current Report on Form 8-K, as filed with the Commission on August 13, 2009)

 

- 83 -


Exhibit

Number

  

Exhibit Description

Exhibit
NumberExhibit Description
10.7  Intellectual Property Agreement, dated as of August 10, 2009, by and between Altisource Solutions S.à r.l. and Ocwen Financial Corporation (incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form 8-K, as filed with the Commission on August 13, 2009)
10.8  Form of Altisource Portfolio Solutions S.A. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 of Amendment No. 1 to the Registration Statement on Form 10, as filed with the Commission on June 29, 2009)
10.9  Employment Agreement by and between Altisource Solutions S.à r.l. and William B. Shepro (incorporated by reference to Exhibit 10.9 of Amendment No. 1 to the Registration Statement on Form 10, as filed with the Commission on June 29, 2009)
10.10  Employment Agreement by and between Altisource Solutions S.à r.l. and Robert D. Stiles (incorporated by reference to Exhibit 10.10 of Amendment No. 1 to the Registration Statement on Form 10, as filed with the Commission on June 29, 2009)
10.11  Employment Agreement by and between Altisource Solutions S.à r.l. and Kevin J. Wilcox (incorporated by reference to Exhibit 10.11 of Amendment No. 1 to the Registration Statement on Form 10, as filed with the Commission on June 29, 2009)
10.12  Purchase and Sale Agreement, dated as of February 12, 2010, by and among Altisource Portfolio Solutions S.A., and the Equity Interest Holders of The Mortgage Partnership of America, L.L.C. and the Management Owners (incorporate(incorporated by reference to Exhibit 10.12 of the Company’s 10-K as filed with the Commission on March 17, 2010)
10.13  Form of Put Option Agreements (incorporate(incorporated by reference to Exhibit 10.13 of the Company’s 10-K as filed with the Commission on March 17, 2010)
10.14*  Form of Non-qualified Stock Option Agreement, pursuant to the 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 of the Company’s 10-K as filed with the Commission on February 18, 2011)
10.15  First Amendment to the Transition Services Agreement, dated as of August 10, 2011, by and between Ocwen Financial Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.1 of the Company’s 8-K, as filed with the Commission on August 16, 2011)
21.1
*21.1*  Subsidiaries of the Registrant.
23.1*23.1*  Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP).
23.2*Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP).
24.1Power of Attorney (included on signature page).
31.1*31.1*  Section 302 Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a).
31.2*31.2*  Section 302 Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a).
32.1*32.1*  Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*32.2*  Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101  Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company's Annual Report on Form 10-K for the period ended December 31, 2011, is formatted in XBRL interactive data files: (i) Consolidated Statement of Operations for each of the years in the three-year period ended December 31, 2011; (ii) Consolidated Balance Sheet at December 31, 2011, and December 31, 2010; (iii) Consolidated Statement of Changes in Stockholders’ Equity and Invested Equity for each of the years in the three-year period ended December 31, 2011; (iv) Consolidated Statement of Cash Flows for each of the years in the three-year period ended December 31, 2011; and (v) Notes to Financial Statements (as provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Act of 1934).

*

Filed herewith

Denotes management contract or compensatory arrangement

- 84 -

SIGNATURES


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 18, 2011

16, 2012

  

Altisource Portfolio Solutions S.A.

  By:

/s/ William B. Shepro

  

Name:

 William B. Shepro
  Title:  

Title:

Director and Chief Executive Officer

(Principal Executive Officer)

  By:
 By:  

/s/ Robert D. Stiles

  

Name:

 Robert D. Stiles
  Title:  

Title:

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 18, 2011.

16, 2012.

Signature

  

Title

 

Date

By:  /s/ William B. Shepro  
Name:  William B. Shepro 
Title:  Director and Chief Executive Officer
(Principal Executive Officer) 
By:  /s/ Robert D. Stiles  
Name:  Robert D. Stiles 
Title:  Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer) 

- 85 -


POWER OF ATTORNEY
Each person whose signature appears below, in so signing, also makes, constitutes and appoints William B. Shepro and Robert D. Stiles, and each or either of them, his true and lawful attorneys-in-fact, with full power and substitution, for him in any and all capacities, to execute and cause to be filed with the SEC the Report on Form 10-K, with exhibits thereto, all other documents connected therewith and any and all amendments to any of the foregoing and to perform any acts necessary to be done in order to file such documents, and hereby ratifies and confirms all that said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 18, 2011.
SignatureTitleDate
/s/    William C. Erbey

William C. Erbey

  

Chairman of the Board of Directors

 February 18, 201116, 2012
William C. Erbey

/s/    William B. Shepro

William B. Shepro

  

Director and Chief Executive Officer

(Principal Executive Officer)

 February 18, 201116, 2012
William B. Shepro

/s/    W. Michael Linn        

W. Michael Linn

  (Principal Executive Officer)
/s/ Silke Andresen-Kienz
Silke Andresen-Kienz

Director

 February 18, 201116, 2012

/s/    Roland Müller-Ineichen

Roland Müller-Ineichen

  

Director

 February 18, 201116, 2012
Roland Müller-Ineichen

/s/    Timo Vättö

Timo Vättö

  

Director

 February 18, 201116, 2012
Timo Vättö

/s/    Robert D. Stiles

Robert D. Stiles

  

Chief Financial Officer

February 18, 2011
Robert D. Stiles

(Principal Financial Officer and Principal

Accounting Officer)

 
Principal Accounting Officer)February 16, 2012

 

- 86 -83