Exhibit 99.2
EQUATOR, LLC
Unaudited Financial Statements
As of September 30, 2013 and
for the Nine Months Ended September 30, 2013 and 2012
EQUATOR, LLC
Balance Sheet
(Dollars in thousands)
| | September 30, 2013 | |
ASSETS | | | |
| | | |
Current assets: | | | |
Cash and cash equivalents | | $ | 1,629 | |
Accounts receivable, net of allowance for doubtful accounts of $139 | | 14,506 | |
Prepaid expenses and other current assets | | 643 | |
Total current assets | | 16,778 | |
| | | |
Premises and equipment, net | | 3,688 | |
| | | |
Deposits and other assets | | 299 | |
| | | |
Total assets | | $ | 20,765 | |
| | | |
LIABILITIES AND MEMBERS’ DEFICIT | | | |
| | | |
Current liabilities: | | | |
Accounts payable | | $ | 4,511 | |
Accrued expenses and other liabilities | | 5,071 | |
Deferred revenue | | 40,803 | |
Capital leases, current portion | | 488 | |
Total current liabilities | | 50,873 | |
| | | |
Capital leases, long-term portion | | 670 | |
| | | |
Members’ deficit | | (30,778 | ) |
Total liabilities and members’ deficit | | $ | 20,765 | |
See accompanying notes to the financial statements.
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EQUATOR, LLC
Statements of Operations
(Dollars in thousands)
| | For the nine months ended
September 30, | |
| | 2013 | | 2012 | |
| | | | | |
Revenue | | $ | 44,786 | | $ | 52,611 | |
| | | | | |
Costs and expenses: | | | | | |
Cost of revenue | | 36,801 | | 42,658 | |
Selling, general and administrative expenses | | 12,409 | | 13,590 | |
Total costs and expenses | | 49,210 | | 56,248 | |
| | | | | |
Loss from operations | | (4,424 | ) | (3,637 | ) |
| | | | | |
Other income (expense), net | | (38 | ) | (3 | ) |
| | | | | |
Loss before income tax expense | | (4,462 | ) | (3,640 | ) |
| | | | | |
Income tax expense | | (353 | ) | (50 | ) |
| | | | | |
Net loss | | $ | (4,815 | ) | $ | (3,690 | ) |
See accompanying notes to the financial statements.
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EQUATOR, LLC
Statements of Members’ Deficit
(Dollars in thousands)
| | For the nine months ended
September 30, | |
| | 2013 | | 2012 | |
| | | | | |
Balance, beginning of period | | $ | (26,933 | ) | $ | (12,378 | ) |
| | | | | |
Members’ contribution | | 1,000 | | — | |
| | | | | |
Members’ distribution | | (30 | ) | (10,520 | ) |
| | | | | |
Net loss | | (4,815 | ) | (3,690 | ) |
| | | | | |
Balance, end of period | | $ | (30,778 | ) | $ | (26,588 | ) |
See accompanying notes to the financial statements.
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EQUATOR, LLC
Statement of Cash Flows
(Dollars in thousands)
| | For the nine months
ended September 30, | |
| | 2013 | | 2012 | |
| | | | | |
Cash flows from operating activities: | | | | | |
Net loss | | $ | (4,815 | ) | $ | (3,690 | ) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | | | | | |
Depreciation and amortization | | 974 | | 705 | |
Bad debt expense | | 340 | | 18 | |
Changes in operating assets and liabilities: | | | | | |
Accounts receivable | | (7,802 | ) | 1,921 | |
Other current and noncurrent assets | | 278 | | (114 | ) |
Accounts payable | | 107 | | 2,440 | |
Accrued expenses and other liabilities | | 3,166 | | 854 | |
Deferred revenue | | 7,701 | | 10,563 | |
Net cash (used in) provided by operating activities | | (51 | ) | 12,697 | |
| | | | | |
Cash flows from investing activities: | | | | | |
Purchases of premises and equipment | | (64 | ) | (940 | ) |
Net cash used in investing activities | | (64 | ) | (940 | ) |
| | | | | |
Cash flows from financing activities: | | | | | |
Principal payments on capital lease obligations | | (264 | ) | — | |
Contributions from members | | 1,000 | | — | |
Distributions to members | | (30 | ) | (10,520 | ) |
Net cash provided by (used in) financing activities | | 706 | | (10,520 | ) |
| | | | | |
Net increase in cash and cash equivalents | | 591 | | 1,237 | |
| | | | | |
Cash and cash equivalents, beginning of period | | 1,038 | | 1,269 | |
| | | | | |
Cash and cash equivalents, end of period | | $ | 1,629 | | $ | 2,506 | |
| | | | | |
Supplemental cash flow information: | | | | | |
Income taxes paid | | $ | (353 | ) | $ | (50 | ) |
| | | | | |
Non-cash investing and financing activities: | | | | | |
Capital expenditures funded by capital lease borrowings | | $ | 1,064 | | $ | 426 | |
See accompanying notes to the financial statements.
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EQUATOR, LLC
Notes to Financial Statements
(Dollars in thousands)
NOTE 1 —BUSINESS
Equator, LLC (“Equator” or the “Company”), a California limited liability company, was formed in 2003. The Company is an industry leading marketplace and transaction solutions provider for the mortgage and real estate industries. Equator’s solutions include EQ Workstation®, EQ Marketplace®, EQ Midsource® and EQ Portal™, which can be used a la carte or together as an end-to-end solution. The EQ Workstation provides comprehensive, end-to-end workflow and transaction services to manage real estate related activities. EQ Marketplace provides a coordinated means of purchasing a variety of real estate services from vendors including realtors, title, closing, inspection and valuation. EQ Midsource allows users of EQ Workstation to outsource all or specific components of real estate related activities. EQ Portal provides realtors direct access to process real estate transactions with secure exchange of data and documents along with realtor marketing, training and certification.
Transaction after September 30, 2013
On November 15, 2013, Altisource Solutions S.à r.l. acquired the all of the Company’s outstanding limited liability interests. Altisource Solutions S.à r.l. is a wholly-owned subsidiary of Altisource Portfolio Solutions S.A.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, these financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the interim data includes all normal recurring adjustments considered necessary to fairly state the results for the interim periods presented. The preparation of interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our interim financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
These interim financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2012, which contains a summary of our significant accounting policies. Certain footnote detail in the annual financial statements is omitted from the information included herein.
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Allowance for Doubtful Accounts Receivable
The Company’s allowance for doubtful accounts was $139 at September 30, 2013. The activities of the account for the nine months ended September 30, 2013 and 2012 are as follows:
| | For the nine months ended
September 30, | |
| | 2013 | | 2012 | |
Balance, beginning of period | | $ | 304 | | $ | 253 | |
Bad debt expense charged to income | | 340 | | 18 | |
Accounts written-off | | (505 | ) | (42 | ) |
| | | | | |
Balance, end of period | | $ | 139 | | $ | 229 | |
Capital Lease Obligations
The Company leases certain office equipment under capital lease agreements that expire in July 2015 and February 2016. Related interest expense of $43 and $3 for the nine months ended September 30, 2013 and 2012, respectively, is included within other income (expense), net in the statements of operations.
Concentrations of Credit Risk
During the nine months ended September 30, 2013 and 2012, the Company’s top 10 customers accounted for 72% and 80% of the total revenue, respectively. Two customers accounted for approximately 31% and 13% of revenue for the nine months ended September 30, 2013. Two customers accounted for approximately 52% and 7% of revenue for the nine months ended September 30, 2012.
At September 30, 2013, these top 10 customers accounted for approximately 79% of the accounts receivable, net balance. This includes two customers who accounted for approximately 37% and 25% of the accounts receivable, net balance.
Advertising Expense
For the nine months ended September 30, 2013 and 2012, advertising expense was $51 and $167, respectively. Advertising expense is reflected as a component of selling, general and administrative expenses in the statements of operations.
NOTE 3 — MEMBERS’ DEFICIT
At September 30, 2013, Class A and Class B Adjusted Capital Account Deficits totaled $24,622 and $6,156, respectively. Total distributions made to Members amounted to $30 and $10,520 during the nine months ended September 30, 2013 and 2012, respectively. Total contributions made from Members amounted to $1,000 during the nine months ended September 30, 2013. There were no contributions from Members during the nine months ended September 30, 2012.
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NOTE 4 — PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets at September 30, 2013 consist of the following:
Annual software licenses | | $ | 490 | |
Other prepaid expenses | | 98 | |
Prepaid insurance | | 28 | |
Other current assets | | 27 | |
| | | |
Prepaid expenses and other current assets | | $ | 643 | |
NOTE 5 — PREMISES AND EQUIPMENT, NET
Premises and equipment, net (including assets held under capital leases) at September 30, 2013 consist of the following:
Office equipment | | $ | 4,199 | |
Capitalized software | | 2,078 | |
Furniture and fixtures | | 584 | |
Leasehold improvements | | 432 | |
| | 7,293 | |
Less: accumulated depreciation | | (3,605 | ) |
| | | |
Premises and equipment, net | | $ | 3,688 | |
Depreciation expense for the nine months ended September 30, 2013 and 2012 was $974 and $705, respectively, and is reflected as a component of selling, general and administrative expenses in the statements of operations.
The gross amount of office equipment recorded under capital leases as of September 30, 2013 is $1,490.
NOTE 6 — ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities at September 30, 2013 consist of the following:
Payroll and payroll taxes | | $ | 2,898 | |
Vacation | | 1,269 | |
Rent | | 688 | |
Other | | 216 | |
| | | |
Accrued expenses and other liabilities | | $ | 5,071 | |
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NOTE 7 — CAPITAL LEASE OBLIGATIONS
Future minimum lease payments under capital leases in effect at September 30, 2013 are as follows:
For the year ending December 31, | | | |
2013 | | $ | 134 | |
2014 | | 535 | |
2015 | | 498 | |
2016 | | 64 | |
Total minimum lease payments | | 1,231 | |
Less amounts representing interest | | (73 | ) |
| | | |
Present value of capital lease obligations | | $ | 1,158 | |
NOTE 8 — EMPLOYEE BENEFIT PLAN
Contribution expenses related to the 401(k) defined contribution plan for the nine months ended September 30, 2013 and 2012 totaled $431 and $365, respectively. Contribution expenses are reflected as a component of cost of revenue and selling, general and administrative expenses in the statements of operations.
NOTE 9 — SUBSEQUENT EVENT
Management has evaluated subsequent events from the balance sheet date through January 30, 2014, the date at which these financial statements were issued, and determined there are no items to disclose, other than the information disclosed in Note 1, Transaction after September 30, 2013.
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