Exhibit 99.3
ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Unaudited Pro Forma Combined Financial Statements
Unaudited Pro Forma Combined Financial Statements
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
On February 12, 2010, pursuant to the Purchase and Sale Agreement dated as of February 12, 2010 (the “Purchase Agreement”), Altisource Portfolio Solutions S.A. (“Altisource”) acquired all of the outstanding membership interests of The Mortgage Partnership of America, L.L.C. which serves as the manager of Best Partners Mortgage Cooperative, Inc. doing business as Lenders One Mortgage Cooperative (“Lenders One”) (collectively “MPA”). Consideration for the transaction consisted of $29 million in cash, paid from available funds, and 959,085 shares of Altisource common stock. A portion of the consideration (314,135 shares) is held in escrow to secure the Sellers’ indemnification obligations under the Purchase Agreement.
The following unaudited pro forma combined balance sheet combines balance sheet data for Altisource and the assets acquired and liabilities assumed from MPA as of December 31, 2009 as if the acquisition had been completed on December 31, 2009. The following unaudited pro forma combined statement of operations combines the statement of operations data for Altisource and MPA for the year ended December 31, 2009 as if the acquisition had been completed on January 1, 2009. The pro forma financial information is based upon the historical consolidated financial statements of Altisource and the historical consolidated financial statements of MPA and the assumptions, estimates and adjustments which are described in the notes to the unaudited pro forma combined financial statements. The assumptions, estimates and adjustments are preliminary and have been made solely for purposes of developing such pro forma information. The unaudited pro forma combined financial statements include adjustments that have been made to reflect the preliminary purchase price allocations. These preliminary allocations represent estimates made for purposes of these pro forma financial statements and are subject to change upon a final determination of fair value.
The unaudited pro forma combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the consolidated financial position or consolidated results of operations of Altisource that would have been reported had the acquisitions occurred on the dates indicated, nor do they represent a forecast of the consolidated financial position of Altisource at any future date or the consolidated results of operations for any future period. Furthermore, no effect has been given in the unaudited pro forma combined statements of operations for synergistic benefits or cost savings that may be realized through the combination of Altisource and MPA or costs that may be incurred in integrating Altisource and MPA. The unaudited pro forma combined financial statements should be read in conjunction with the audited consolidated financial statements and related notes, together with management’s discussion and analysis of financial condition and results of operations, contained in Altisource’s Annual Report on Form 10-K for the period ended December 31, 2009, which is on file with the SEC, and the historical consolidated financial statements and related notes of the MPA included in this Form 8-K/A.
1
ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Unaudited Pro Forma Combined Balance Sheet
As of December 31, 2009
(Dollars in Thousands)
Unaudited Pro Forma Combined Balance Sheet
As of December 31, 2009
(Dollars in Thousands)
Historical | Pro Forma | Pro Forma | ||||||||||||||
Altisource | MPA | Adjustments | Combined | |||||||||||||
ASSETS | ||||||||||||||||
Current Assets: | ||||||||||||||||
Cash and Cash Equivalents | $ | 30,456 | $ | 6,993 | $ | (29,000) | (A) | $ | 8,449 | |||||||
Accounts Receivable, net | 30,497 | 3,885 | — | 34,382 | ||||||||||||
Prepaid Expenses and Other Current Assets | 2,904 | 337 | — | 3,241 | ||||||||||||
Deferred Tax Assets, net | 1,546 | — | — | 1,546 | ||||||||||||
Total Current Assets | 65,403 | 11,215 | (29,000 | ) | 47,618 | |||||||||||
Premises and Equipment, net | 11,408 | 19 | — | 11,427 | ||||||||||||
Intangible Assets, net | 33,719 | — | 39,100 | (D) | 72,819 | |||||||||||
Goodwill | 9,324 | — | 7,886 | (E) | 17,210 | |||||||||||
Other Non-current Assets | 702 | — | — | 702 | ||||||||||||
Total Assets | $ | 120,556 | $ | 11,234 | $ | 17,986 | $ | 149,776 | ||||||||
LIABILITIES AND EQUITY | ||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accounts Payable and Accrued Expenses | $ | 24,192 | $ | 1,385 | $ | — | $ | 25,577 | ||||||||
Capital Lease Obligations — Current | 536 | — | — | 536 | ||||||||||||
Other Current Liabilities | 5,939 | 3 | — | 5,942 | ||||||||||||
Total Current Liabilities | 30,667 | 1,388 | — | 32,055 | ||||||||||||
Capital Lease Obligations — Non-current | 128 | — | — | 128 | ||||||||||||
Deferred Tax Liability, net | 2,769 | — | — | 2,769 | ||||||||||||
Other Non-current Liabilities | 644 | — | 1,289 | (F) | 1,933 | |||||||||||
Commitment and Contingencies (Note 14) | ||||||||||||||||
Equity | ||||||||||||||||
Altisource Equity | ||||||||||||||||
Common Stock | 24,145 | — | 959 | (C) | 25,104 | |||||||||||
Retained Earnings | 11,665 | 6,162 | (6,162) | (B) | 11,665 | |||||||||||
Additional Paid-in Capital | 50,538 | 1,041 | 21,900 | (B),(C) | 73,479 | |||||||||||
Total Altisource Equity | 86,348 | 7,203 | 16,697 | 110,248 | ||||||||||||
Non-controlling Interests | — | 2,643 | — | 2,643 | ||||||||||||
Total Equity | 86,348 | 9,846 | 16,697 | 112,891 | ||||||||||||
Total Liabilities and Equity | $ | 120,556 | $ | 11,234 | $ | 17,986 | $ | 149,776 | ||||||||
See notes to the unaudited pro forma combined financial information.
2
ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Unaudited Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2009
(Dollars in Thousands, Except Share and Per Share Data)
Unaudited Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2009
(Dollars in Thousands, Except Share and Per Share Data)
Historical | Pro Forma | Pro Forma | ||||||||||||||
Altisource | MPA | Adjustments | Combined | |||||||||||||
Revenue | $ | 202,812 | $ | 20,998 | $ | — | $ | 223,810 | ||||||||
Cost of Revenue | 126,797 | — | — | 126,797 | ||||||||||||
Gross Profit | 76,015 | 20,998 | — | 97,013 | ||||||||||||
Selling, General and Administrative Expenses | 39,473 | 5,663 | 2,808 | (G) | 47,944 | |||||||||||
Income from Operations | 36,542 | 15,335 | (2,808 | ) | 49,069 | |||||||||||
Other Income (Expense), net | 1,034 | 78 | — | 1,112 | ||||||||||||
Income Before Income Taxes | 37,576 | 15,413 | (2,808 | ) | 50,181 | |||||||||||
Income Tax Provision | (11,605 | ) | — | 1,109 | (H) | (10,496 | ) | |||||||||
Net Income | 25,971 | 15,413 | (1,699 | ) | 39,685 | |||||||||||
Net Income Attributable to Non-controlling interests | — | (9,210 | ) | — | (9,210 | ) | ||||||||||
Net Income | $ | 25,971 | $ | 6,203 | $ | (1,699 | ) | $ | 30,475 | |||||||
Earnings Per Share | ||||||||||||||||
Basic | $ | 1.08 | $ | 1.22 | ||||||||||||
Diluted | $ | 1.07 | $ | 1.21 | ||||||||||||
Weighted Average Shares Outstanding | ||||||||||||||||
Basic | 24,062 | 959 | (I) | 25,021 | ||||||||||||
Diluted | 24,261 | 959 | (I) | 25,220 |
See notes to the unaudited pro forma combined financial information.
3
ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Unaudited Pro Forma Combined Financial Information
(Dollar in Thousands)
Notes to Unaudited Pro Forma Combined Financial Information
(Dollar in Thousands)
1. BASIS OF PRO FORMA PRESENTATION
The pro forma data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had the transaction been consummated as of January 1, 2009. Pro forma adjustments reflect only those adjustments which are factually determinable and do not include the impact of potential contingencies, which will not be known until the resolution of the contingency. The preliminary purchase consideration and purchase price allocation has been presented and does not necessarily represent the final purchase price allocation. The preliminary allocations of the purchase consideration to tangible and intangible assets acquired and liabilities assumed herein were based upon preliminary valuations and our estimates and assumptions are still subject to change.
2. PRELIMINARY PURCHASE PRICE ALLOCATION
The purchase price of the assets acquired from MPA was $29,000 in cash, paid from available funds, a put option and 959,085 shares of Altisource common stock. The final purchase price may be increased or decreased depending upon a final working capital adjustment.
The allocation of the purchase price and the purchase price accounting is based upon preliminary estimates of the assets and liabilities acquired on February 12, 2010 in accordance with ASC topic 805,Business Combinations.
The purchase price paid for the acquisition is as follows:
Cash paid | $ | 29,000 | ||
Common Stock | 23,900 | |||
Put Option Agreements | 1,289 | |||
Balance, December 31, 2009 | $ | 54,189 | ||
The allocation of the purchase price is estimated as follows:
Current Assets | $ | 11,215 | ||
Other Assets | 19 | |||
Identifiable Intangible Assets | 39,100 | |||
Goodwill | 7,886 | |||
58,220 | ||||
Current Liabilities | (1,388 | ) | ||
Non-controlling Interests | (2,643 | ) | ||
Allocation of Purchase Price | $ | 54,189 | ||
4
ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Notes to Unaudited Pro Forma Combined Financial Information
(Dollar in Thousands)
Notes to Unaudited Pro Forma Combined Financial Information
(Dollar in Thousands)
3. PRO FORMA ADJUSTMENTS
The following pro forma adjustments are based on preliminary estimates, which may change as additional information is obtained:
(A) | Adjustment to record cash consideration paid in connection with the acquisition. | |
(B) | Adjustment to eliminate MPA’s historical equity. | |
(C) | Adjustment to record common stock of $959 and Additional Paid in Capital of $22,941 related to the issuance of 959,085 shares of Altisource common stock valued at $24.92 per share based on the Altisource common stock price on the date of acquisition. | |
(D) | Adjustment to record fair value of intangible assets acquired: |
Expected | ||||||||||||
Estimated | Life | Annual | ||||||||||
Value | (in years) | Amortization | ||||||||||
Identified intangible assets: | ||||||||||||
Operating Agreement | $ | 31,000 | 15 | $ | 2,067 | |||||||
Trademark | 7,000 | 15 | 467 | |||||||||
Non-compete Agreement | 1,100 | 4 | 274 | |||||||||
Total | $ | 39,100 | $ | 2,808 | ||||||||
The Company performed an independent appraisal to determine the fair value of the identifiable assets acquired. | ||
(E) | Adjustment to record goodwill of $7,886 as a result of purchase consideration in excess of the fair value of assets acquired and liabilities assumed. | |
(F) | Adjustment to record liability of $1,289 associated with the put option. The fair value of the put option was calculated using the Black-Scholes option pricing model. | |
(G) | Adjustment to record amortization expense, on a straight-line basis, for the $39,100 of acquired identifiable intangible assets. The estimated weighted average useful life of the acquired identifiable intangible assets is 14.7 years. | |
(H) | Adjustment to reflect the estimated income tax provision of the pro forma acquisition adjustments using the estimated tax rates applicable to the jurisdictions in which the pro forma acquisition adjustments are expected to be recorded. | |
(I) | Adjustment to record the weighted impact of 959,085 shares of Altisource common stock issued in connection with the acquisition for the period from January 1, 2009 to December 31, 2009. |
5