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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Luxembourg
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98-0554932
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $1.00 par value
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NASDAQ Global Select Market
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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ITEM 1.
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BUSINESS
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•
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Recognized service revenue of
$940.9 million
, which increased slightly compared to the year ended
December 31, 2014
;
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•
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Recognized total revenue of
$1,051.5 million
, a
3
% decrease compared to the year ended
December 31, 2014
;
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•
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Selected by two top ten banks to provide services for their portfolios, including the selection by a top four bank in the fourth quarter of 2015;
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•
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In the fourth quarter of 2015, recorded non-cash impairment losses of
$71.8 million
in our Technology Services segment primarily driven by the Company’s current projected Technology Services revenue from Ocwen and investment in technologies provided to Ocwen;
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•
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Recognized diluted earnings per share of
$2.02
, a
64
% decrease compared to the year ended
December 31, 2014
;
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•
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Recognized adjusted diluted earnings per share
(1)
of
$6.96
, a
3
% decrease compared to the year ended
December 31, 2014
;
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•
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Generated cash flows from operations of
$195.4 million
, a
1
% decrease compared to the year ended
December 31, 2014
;
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•
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Repurchased
2.1 million
shares of common stock at an average price of
$27.60
per share;
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•
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Repurchased portions of our senior secured term loan with an aggregate par value of
$49.0 million
at a weighted average discount of
10.3%
, resulting in net gains totaling
$3.8 million
on the early extinguishment of debt;
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•
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To strengthen the Real Estate Investor Solutions initiative, we acquired RentRange
®
and Investability
™
for
$24.8 million
; and
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•
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On July 17, 2015, acquired CastleLine for
$33.4 million
.
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United
States
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India
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Philippines
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Uruguay
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Luxembourg
|
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Consolidated
Altisource |
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Mortgage Services
|
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480
|
|
|
2,513
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|
|
364
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|
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10
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|
7
|
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3,374
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Financial Services
|
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678
|
|
|
2,105
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|
|
335
|
|
|
—
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2
|
|
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3,120
|
|
Technology Services
|
|
459
|
|
|
1,400
|
|
|
10
|
|
|
—
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|
|
1
|
|
|
1,870
|
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Corporate
|
|
146
|
|
|
451
|
|
|
13
|
|
|
133
|
|
|
16
|
|
|
759
|
|
|
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Total employees
|
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1,763
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6,469
|
|
|
722
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|
|
143
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26
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9,123
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ITEM 1A.
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RISK FACTORS
|
•
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Altisource loses Ocwen as a customer or there is a significant reduction in the volume of services they purchase from us
|
•
|
Ocwen loses or sells a significant portion or all of its non-GSE servicing rights or subservicing arrangements and Altisource fails to be retained as a service provider
|
•
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Ocwen loses state servicing licenses in states with a significant number of loans in Ocwen’s servicing portfolio and Altisource fails to be retained as a service provider
|
•
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The contractual relationship between Ocwen and Altisource changes significantly or there are significant changes to our pricing to Ocwen for services from which we generate material revenue
|
•
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be expensive and time-consuming to defend;
|
•
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cause us to cease making, licensing or using technology solutions that incorporate the challenged intellectual property;
|
•
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require us to redesign our technology solutions, if feasible;
|
•
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divert management’s attention and resources; and/or
|
•
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require us to enter into royalty or licensing agreements in order to obtain the right to use necessary technologies.
|
•
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limiting our ability to borrow money for our working capital, capital expenditures, debt service requirements or other general corporate purposes;
|
•
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limiting our flexibility in planning for, or reacting to, changes in our operations, our business or the industry in which we compete;
|
•
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requiring us to use a portion of our excess cash flow, as defined in the debt agreement, to repay debt in the event our debt to EBITDA ratios, as defined in the debt agreement, exceed certain thresholds; and
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•
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placing us at a competitive disadvantage by limiting our ability to invest in the business.
|
•
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execute on our strategic initiatives;
|
•
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maintain or improve the quality and compliance of services we provide to our customers;
|
•
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meet or exceed the expectations of our customers;
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•
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successfully leverage our existing client relationships to sell additional services; and
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•
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attract new customers.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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Mortgage Services
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Financial Services
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Technology Services
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Corporate and Support Services
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Luxembourg
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X
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X
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X
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X
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United States
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Atlanta, GA
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X
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X
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X
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X
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Boston, MA
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X
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X
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Coppell, TX
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X
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Endicott, NY
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X
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Fort Washington, PA
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X
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Irvine, CA
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X
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Los Angeles, CA
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X
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Plano, TX
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X
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Sacramento, CA
|
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X
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Southfield, MI
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X
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St. Louis, MO
|
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X
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Tempe, AZ
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X
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Montevideo, Uruguay
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X
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X
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Pasay City, Philippines
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X
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X
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X
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India
|
|
|
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Bangalore
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X
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X
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|
X
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|
X
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Mumbai
|
|
X
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|
X
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|
X
|
|
X
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
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2015
|
||||||
Quarter ended
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Low
|
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High
|
||||
|
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|
|
|
||||
March 31
|
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$
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12.48
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$
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34.17
|
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June 30
|
|
13.26
|
|
|
32.15
|
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||
September 30
|
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23.33
|
|
|
39.54
|
|
||
December 31
|
|
22.93
|
|
|
33.08
|
|
|
|
12/31/10
|
|
6/30/11
|
|
12/31/11
|
|
6/30/12
|
|
12/31/12
|
|
6/30/13
|
|
12/31/13
|
|
6/30/14
|
|
12/31/14
|
|
06/30/15
|
|
12/31/15
|
||||||||||||||||||||||
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Altisource
|
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$
|
100.00
|
|
|
$
|
128.18
|
|
|
$
|
174.78
|
|
|
$
|
255.07
|
|
|
$
|
301.81
|
|
|
$
|
328.46
|
|
|
$
|
552.53
|
|
|
$
|
399.09
|
|
|
$
|
117.69
|
|
|
$
|
107.24
|
|
|
$
|
96.87
|
|
S&P 500 Index
|
|
100.00
|
|
|
105.01
|
|
|
100.00
|
|
|
108.31
|
|
|
113.40
|
|
|
127.72
|
|
|
146.97
|
|
|
155.87
|
|
|
163.71
|
|
|
164.05
|
|
|
162.52
|
|
|||||||||||
NASDAQ Composite Index
|
|
100.00
|
|
|
104.55
|
|
|
98.20
|
|
|
110.64
|
|
|
113.82
|
|
|
128.29
|
|
|
157.44
|
|
|
166.17
|
|
|
178.53
|
|
|
187.98
|
|
|
188.75
|
|
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 (2) |
|
Maximum number
of shares that may yet be purchased under the plans or programs (2) |
|||||
|
|
|
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|
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|
|
|
|||||
Common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 1 — 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,811,525
|
|
November 1 — 30, 2015
|
|
178,000
|
|
|
27.56
|
|
|
178,000
|
|
|
1,633,525
|
|
|
December 1 — 31, 2015
|
|
201,945
|
|
|
25.06
|
|
|
201,945
|
|
|
1,431,580
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total shares of common stock
|
|
379,945
|
|
|
$
|
26.23
|
|
|
379,945
|
|
|
1,431,580
|
|
(1)
|
May include shares withheld from employees to satisfy tax withholding obligations that arose from the exercise of stock options.
|
(2)
|
On
May 20, 2015
, our shareholders authorized a new share repurchase program that replaced the prior program and authorized us to purchase up to
3.0 million
shares of our common stock in the open market.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
For the years ended December 31,
|
||||||||||||||||||
(in thousands, except per share data)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
1,051,466
|
|
|
$
|
1,078,916
|
|
|
$
|
768,357
|
|
|
$
|
568,360
|
|
|
$
|
423,687
|
|
Cost of revenue
|
|
687,327
|
|
|
707,180
|
|
|
492,480
|
|
|
366,201
|
|
|
275,849
|
|
|||||
Gross profit
|
|
364,139
|
|
|
371,736
|
|
|
275,877
|
|
|
202,159
|
|
|
147,838
|
|
|||||
Selling, general and administrative expenses
|
|
220,868
|
|
|
201,733
|
|
|
113,810
|
|
|
74,712
|
|
|
62,131
|
|
|||||
Impairment losses
|
|
71,785
|
|
|
37,473
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Change in the fair value of Equator earn out liability
|
|
(7,591
|
)
|
|
(37,924
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income from operations
|
|
79,077
|
|
|
170,454
|
|
|
162,067
|
|
|
127,447
|
|
|
85,707
|
|
|||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
(28,208
|
)
|
|
(23,363
|
)
|
|
(20,291
|
)
|
|
(1,210
|
)
|
|
(85
|
)
|
|||||
Loss on sale of HLSS equity securities, net of dividends
received
|
|
(1,854
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense), net
|
|
4,045
|
|
|
174
|
|
|
557
|
|
|
(1,588
|
)
|
|
288
|
|
|||||
Total other income (expense), net
|
|
(26,017
|
)
|
|
(23,189
|
)
|
|
(19,734
|
)
|
|
(2,798
|
)
|
|
203
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes and non-controlling interests
|
|
53,060
|
|
|
147,265
|
|
|
142,333
|
|
|
124,649
|
|
|
85,910
|
|
|||||
Income tax provision
|
|
(8,260
|
)
|
|
(10,178
|
)
|
|
(8,540
|
)
|
|
(8,738
|
)
|
|
(7,943
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
44,800
|
|
|
137,087
|
|
|
133,793
|
|
|
115,911
|
|
|
77,967
|
|
|||||
Net income attributable to non-controlling interests
|
|
(3,202
|
)
|
|
(2,603
|
)
|
|
(3,820
|
)
|
|
(5,284
|
)
|
|
(6,855
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to Altisource
|
|
$
|
41,598
|
|
|
$
|
134,484
|
|
|
$
|
129,973
|
|
|
$
|
110,627
|
|
|
$
|
71,112
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
2.13
|
|
|
$
|
6.22
|
|
|
$
|
5.63
|
|
|
$
|
4.74
|
|
|
$
|
2.92
|
|
Diluted
|
|
$
|
2.02
|
|
|
$
|
5.69
|
|
|
$
|
5.19
|
|
|
$
|
4.43
|
|
|
$
|
2.77
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Transactions with related parties included above:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
N/A
(1)
|
|
|
$
|
666,800
|
|
|
$
|
502,087
|
|
|
$
|
338,227
|
|
|
$
|
245,262
|
|
|
Cost of revenue
|
|
N/A
(1)
|
|
|
38,610
|
|
|
19,983
|
|
|
13,469
|
|
|
5,180
|
|
|||||
Selling, general and administrative expenses
|
|
N/A
(1)
|
|
|
(268
|
)
|
|
569
|
|
|
(542
|
)
|
|
(166
|
)
|
|||||
Other income
|
|
N/A
(1)
|
|
|
—
|
|
|
773
|
|
|
86
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-GAAP Financial Measures
(2)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted net income attributable to Altisource
|
|
$
|
143,475
|
|
|
$
|
169,141
|
|
|
$
|
156,458
|
|
|
$
|
115,304
|
|
|
$
|
75,914
|
|
Adjusted diluted earnings per share
|
|
$
|
6.96
|
|
|
$
|
7.16
|
|
|
$
|
6.25
|
|
|
$
|
4.62
|
|
|
$
|
2.96
|
|
|
|
December 31,
|
||||||||||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
179,327
|
|
|
$
|
161,361
|
|
|
$
|
130,324
|
|
|
$
|
105,502
|
|
|
$
|
32,125
|
|
Accounts receivable, net
|
|
105,023
|
|
|
112,183
|
|
|
104,787
|
|
|
88,955
|
|
|
52,005
|
|
|||||
Premises and equipment, net
|
|
119,121
|
|
|
127,759
|
|
|
87,252
|
|
|
50,399
|
|
|
25,600
|
|
|||||
Goodwill
|
|
82,801
|
|
|
90,851
|
|
|
99,414
|
|
|
14,915
|
|
|
14,915
|
|
|||||
Intangible assets, net
|
|
197,003
|
|
|
245,246
|
|
|
276,162
|
|
|
56,586
|
|
|
64,950
|
|
|||||
Loan to Ocwen
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,000
|
|
|
—
|
|
|||||
Total assets
|
|
727,982
|
|
|
788,221
|
|
|
730,052
|
|
|
429,226
|
|
|
224,159
|
|
|||||
Long-term debt, net (including current portion)
|
|
534,362
|
|
|
588,614
|
|
|
395,256
|
|
|
198,027
|
|
|
—
|
|
|||||
Capital lease obligations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
233
|
|
|
836
|
|
|||||
Total liabilities
|
|
675,712
|
|
|
746,778
|
|
|
572,311
|
|
|
269,397
|
|
|
58,216
|
|
|
|
For the years ended December 31,
|
||||||||||||||||||
(in thousands, except per share data)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to Altisource
|
|
$
|
41,598
|
|
|
$
|
134,484
|
|
|
$
|
129,973
|
|
|
$
|
110,627
|
|
|
$
|
71,112
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intangible amortization expense, net of tax
|
|
38,187
|
|
|
35,076
|
|
|
26,485
|
|
|
4,677
|
|
|
4,802
|
|
|||||
Impairment loss, net of tax
|
|
70,630
|
|
|
34,884
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on Equator earn out liability, net of tax
|
|
(6,940
|
)
|
|
(35,303
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted net income attributable to Altisource
|
|
$
|
143,475
|
|
|
$
|
169,141
|
|
|
$
|
156,458
|
|
|
$
|
115,304
|
|
|
$
|
75,914
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share
|
|
$
|
2.02
|
|
|
$
|
5.69
|
|
|
$
|
5.19
|
|
|
$
|
4.43
|
|
|
$
|
2.77
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intangible amortization expense, net of tax, per diluted share
|
|
1.85
|
|
|
1.48
|
|
|
1.06
|
|
|
0.19
|
|
|
0.19
|
|
|||||
Impairment loss, net of tax, per diluted share
|
|
3.43
|
|
|
1.48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on Equator earn out liability, net of tax, per diluted share
|
|
(0.34
|
)
|
|
(1.49
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted diluted earnings per share
|
|
$
|
6.96
|
|
|
$
|
7.16
|
|
|
$
|
6.25
|
|
|
$
|
4.62
|
|
|
$
|
2.96
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Calculation of the impact of intangible amortization expense, net of tax
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intangible amortization expense
|
|
$
|
41,135
|
|
|
$
|
37,680
|
|
|
$
|
28,176
|
|
|
$
|
5,030
|
|
|
$
|
5,291
|
|
Tax benefit from intangible asset amortization
|
|
(2,948
|
)
|
|
(2,604
|
)
|
|
(1,691
|
)
|
|
(353
|
)
|
|
(489
|
)
|
|||||
Intangible asset amortization expense, net of tax
|
|
38,187
|
|
|
35,076
|
|
|
26,485
|
|
|
4,677
|
|
|
4,802
|
|
|||||
Diluted share count
|
|
20,619
|
|
|
23,634
|
|
|
25,053
|
|
|
24,962
|
|
|
25,685
|
|
|||||
Intangible asset amortization expense, net of tax, per diluted share
|
|
$
|
1.85
|
|
|
$
|
1.48
|
|
|
$
|
1.06
|
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Calculation of the impact of impairment loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Impairment loss
|
|
$
|
71,785
|
|
|
$
|
37,473
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Tax benefit from impairment loss
|
|
(1,155
|
)
|
|
(2,589
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Impairment loss, net of tax
|
|
70,630
|
|
|
34,884
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Diluted share count
|
|
20,619
|
|
|
23,634
|
|
|
25,053
|
|
|
24,962
|
|
|
25,685
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Impairment loss, net of tax, per diluted share
|
|
$
|
3.43
|
|
|
$
|
1.48
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Calculation of gain on Equator earn out liability, net of tax
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on Equator earn out liability
|
|
$
|
(7,591
|
)
|
|
$
|
(37,924
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Tax provision from the gain on Equator earn out liability
|
|
651
|
|
|
2,621
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on Equator earn out liability, net of tax
|
|
(6,940
|
)
|
|
(35,303
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Diluted share count
|
|
20,619
|
|
|
23,634
|
|
|
25,053
|
|
|
24,962
|
|
|
25,685
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on Equator earn out liability, net of tax, per diluted share
|
|
$
|
(0.34
|
)
|
|
$
|
(1.49
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
1.
|
Continue to grow our Servicer Solutions business (the products, services and technologies typically used or licensed by loan servicers): We are focused on growing our Servicer Solutions business by expanding services purchased by our existing customer base and attracting new customers. Even as delinquencies return to historical norms, we believe there is a very large addressable market for the services we provide, as well as a strong and increasing customer focus on regulatory compliance and operational quality. We are one of only a few service providers with a comprehensive offering of services and technologies on a national scale. We believe we are well positioned to gain market share as customers consolidate to larger, full-service vendors and continue to outsource services that have historically been performed in-house.
|
2.
|
Continue to grow our Origination Solutions business (the products, services and technologies typically used or licensed by participants in the loan origination market): We are focused on building an industry leading, integrated origination services platform that provides end-to-end solutions (products, services and technology) to our customers. We plan to grow our Origination Solutions business by expanding our product offerings to our existing client base and actively adding new customers. We are leveraging our enterprise wide sales organization to offer our origination services to larger bank and non-bank originators and correspondents and plan to expand our middle market sales organization to address other prospects. We believe we are well positioned to gain market share as customers consolidate to larger full-service vendors and by offering our existing customers (e.g., the members of Lenders One, the customers of Mortgage Builder and CastleLine and our preferred vendors and partners) an attractive suite of products and services that meet their growing needs.
|
3.
|
Continue to grow Owners.com, our consumer real estate offering (the products, services and technologies typically used by self-directed home buyers and sellers): Owners.com provides self-directed consumers with a full suite of real estate services from which to choose. We are focused on growing Owners.com by building brand awareness, driving customer engagement and increasing consumer adoption of our buy side brokerage services. With a growing segment of the population demonstrating a desire to engage in self-directed transactions, we believe Owners.com is well positioned to become a market leader.
|
4.
|
Continue to grow our Real Estate Investor Solutions business (the products, services and technologies typically used by participants in residential real estate investments): We are focused on growing our Real Estate Investor Solutions business by supporting the growth of our existing customers, expanding services purchased by our existing customer base and attracting new customers. With our national real estate brokerage operation, vendor network, property management and renovation footprint, existing customer base and growing suite of technologies, we believe we are well positioned to grow.
|
•
|
The average number of loans serviced by Ocwen on REALServicing was
2.0 million
for the year ended
December 31, 2015
compared to
2.2 million
and
1.2 million
for the years ended
December 31, 2014
and
2013
, respectively. The average number of delinquent non-GSE loans serviced by Ocwen on REALServicing was
279 thousand
for the year ended
December 31, 2015
compared to
352 thousand
and
296 thousand
for the years ended
December 31, 2014
and
2013
, respectively;
|
•
|
In the fourth quarter of 2015, we recorded non-cash impairment losses of
$71.8 million
in our Technology Services segment primarily driven by the Company’s current projected Technology Services revenue from Ocwen and investment in technologies provided to Ocwen;
|
•
|
During the year ended
December 31, 2015
, we repurchased portions of our senior secured term loan with an aggregate par value of
$49.0 million
at a weighted average discount of
10.3%
, resulting in net gains totaling
$3.8 million
on the early extinguishment of debt;
|
•
|
On October 9, 2015, we acquired the Acquired RentRange and Investability Businesses for
$24.8 million
, composed of
$17.5 million
in cash and
247 thousand
shares of restricted common stock of the Company with a value of
$7.3 million
as of the closing date;
|
•
|
On July 17, 2015, we acquired CastleLine for
$33.4 million
. The purchase consideration was composed of
$12.3 million
of cash at closing,
$10.5 million
of cash payable over four years from the acquisition date and
495 thousand
shares of restricted common stock of the Company with a value of
$14.4 million
as of the closing date. Of the cash payable following acquisition,
$3.8 million
is contingent on certain future employment conditions of certain of the sellers, and therefore excluded from the purchase price;
|
•
|
Effective March 31, 2015, we terminated the Data Access and Services Agreement with Ocwen;
|
•
|
On November 21, 2014, we acquired Owners for an initial purchase price of
$19.8 million
plus contingent earn out consideration of up to an additional
$7.0 million
over two years, subject to Owners achieving annual performance targets;
|
•
|
In the fourth quarter of
2014
, we discontinued our lender placed insurance brokerage line of business;
|
•
|
On September 12, 2014, we acquired Mortgage Builder for an initial purchase price of
$15.7 million
plus contingent earn out consideration of up to an additional
$7.0 million
over three years, subject to Mortgage Builder achieving annual performance targets;
|
•
|
Bad debt expense was higher in
2014
, driven primarily from the default management services business. A change in many of our default management services customers’ business models and fourth quarter of 2014 discussions with these customers led us to believe that a portion of the accounts receivable balance was no longer collectible;
|
•
|
On November 15, 2013, we acquired Equator for an initial purchase price of
$63.4 million
plus contingent earn out consideration of up to an additional
$80 million
over three years (“Equator Earn Out”), subject to Equator achieving annual performance targets. During 2014, the fair value of the Equator contingent consideration was reduced by
$37.9 million
with a corresponding increase in earnings. As a result of the adjustment in the fair value of the Equator contingent consideration, we determined that the Equator goodwill was impaired and recorded an estimated impairment loss of
$37.5 million
in 2014. In 2015, we paid the former owners of Equator
$0.5 million
to extinguish any liability for the Equator Earn Out. In connection with this settlement, we reduced the liability for the Equator Earn Out to
$0
and recognized a
$7.6 million
increase in earnings;
|
•
|
On April 12, 2013, we completed the Residential Capital, LLC (“ResCap”) fee-based business transaction with Ocwen for an aggregate purchase price of $128.8 million;
|
•
|
On March 29, 2013, we completed the acquisition of the Homeward Residential Capital, Inc. (“Homeward”) fee-based businesses from Ocwen for an aggregate purchase price of $75.8 million; and
|
•
|
During
2013
, we increased our borrowings under the senior secured term loan to
$400.0 million
and refinanced the loan which included, among other changes, lowering the interest rate of the term loans. On August 1, 2014, we amended our senior secured term loan agreement and increased our borrowings by
$200.0 million
to
$594.5 million
.
|
(in thousands, except per share data)
|
|
2015
|
|
% Increase
(decrease)
|
|
2014
|
|
% Increase
(decrease)
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Service revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mortgage Services
|
|
$
|
676,222
|
|
|
4
|
|
|
$
|
653,093
|
|
|
32
|
|
|
$
|
493,500
|
|
Financial Services
|
|
88,328
|
|
|
(10
|
)
|
|
98,312
|
|
|
6
|
|
|
92,479
|
|
|||
Technology Services
|
|
215,482
|
|
|
(5
|
)
|
|
227,300
|
|
|
126
|
|
|
100,724
|
|
|||
Eliminations
|
|
(39,112
|
)
|
|
(2
|
)
|
|
(40,026
|
)
|
|
62
|
|
|
(24,644
|
)
|
|||
Total service revenue
|
|
940,920
|
|
|
—
|
|
|
938,679
|
|
|
42
|
|
|
662,059
|
|
|||
Reimbursable expenses
|
|
107,344
|
|
|
(22
|
)
|
|
137,634
|
|
|
34
|
|
|
102,478
|
|
|||
Non-controlling interests
|
|
3,202
|
|
|
23
|
|
|
2,603
|
|
|
(32
|
)
|
|
3,820
|
|
|||
Total revenue
|
|
1,051,466
|
|
|
(3
|
)
|
|
1,078,916
|
|
|
40
|
|
|
768,357
|
|
|||
Cost of revenue
|
|
687,327
|
|
|
(3
|
)
|
|
707,180
|
|
|
44
|
|
|
492,480
|
|
|||
Gross profit
|
|
364,139
|
|
|
(2
|
)
|
|
371,736
|
|
|
35
|
|
|
275,877
|
|
|||
Selling, general and administrative expenses
|
|
220,868
|
|
|
9
|
|
|
201,733
|
|
|
77
|
|
|
113,810
|
|
|||
Impairment losses
|
|
71,785
|
|
|
92
|
|
|
37,473
|
|
|
N/M
|
|
|
—
|
|
|||
Change in the fair value of Equator earn out liability
|
|
(7,591
|
)
|
|
(80
|
)
|
|
(37,924
|
)
|
|
N/M
|
|
|
—
|
|
|||
Income from operations
|
|
79,077
|
|
|
(54
|
)
|
|
170,454
|
|
|
5
|
|
|
162,067
|
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(28,208
|
)
|
|
21
|
|
|
(23,363
|
)
|
|
15
|
|
|
(20,291
|
)
|
|||
Loss on sale of HLSS equity securities, net of dividends received
|
|
(1,854
|
)
|
|
N/M
|
|
|
—
|
|
|
N/M
|
|
|
—
|
|
|||
Other income (expense), net
|
|
4,045
|
|
|
N/M
|
|
|
174
|
|
|
(69
|
)
|
|
557
|
|
|||
Total other income (expense), net
|
|
(26,017
|
)
|
|
12
|
|
|
(23,189
|
)
|
|
18
|
|
|
(19,734
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes and non-controlling interests
|
|
53,060
|
|
|
(64
|
)
|
|
147,265
|
|
|
3
|
|
|
142,333
|
|
|||
Income tax provision
|
|
(8,260
|
)
|
|
(19
|
)
|
|
(10,178
|
)
|
|
19
|
|
|
(8,540
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
44,800
|
|
|
(67
|
)
|
|
137,087
|
|
|
2
|
|
|
133,793
|
|
|||
Net income attributable to non-controlling interests
|
|
(3,202
|
)
|
|
23
|
|
|
(2,603
|
)
|
|
(32
|
)
|
|
(3,820
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Altisource
|
|
$
|
41,598
|
|
|
(69
|
)
|
|
$
|
134,484
|
|
|
3
|
|
|
$
|
129,973
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Margins:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit/service revenue
|
|
39
|
%
|
|
|
|
|
40
|
%
|
|
|
|
42
|
%
|
||||
Income from operations/service revenue
|
|
8
|
%
|
|
|
|
|
18
|
%
|
|
|
|
24
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
2.13
|
|
|
(66
|
)
|
|
$
|
6.22
|
|
|
10
|
|
|
$
|
5.63
|
|
Diluted
|
|
$
|
2.02
|
|
|
(64
|
)
|
|
$
|
5.69
|
|
|
10
|
|
|
$
|
5.19
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-GAAP Financial Measures
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted net income attributable to Altisource
|
|
$
|
143,475
|
|
|
(15
|
)
|
|
$
|
169,141
|
|
|
8
|
|
|
$
|
156,458
|
|
Adjusted diluted earnings per share
|
|
$
|
6.96
|
|
|
(3
|
)
|
|
$
|
7.16
|
|
|
15
|
|
|
$
|
6.25
|
|
|
|
For the year ended December 31, 2015
|
||||||||||||||||||
(in thousands)
|
|
Mortgage
Services |
|
Financial
Services |
|
Technology
Services |
|
Corporate
Items and Eliminations |
|
Consolidated
Altisource |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Service revenue
|
|
$
|
676,222
|
|
|
$
|
88,328
|
|
|
$
|
215,482
|
|
|
$
|
(39,112
|
)
|
|
$
|
940,920
|
|
Reimbursable expenses
|
|
107,224
|
|
|
120
|
|
|
—
|
|
|
—
|
|
|
107,344
|
|
|||||
Non-controlling interests
|
|
3,202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,202
|
|
|||||
|
|
786,648
|
|
|
88,448
|
|
|
215,482
|
|
|
(39,112
|
)
|
|
1,051,466
|
|
|||||
Cost of revenue
|
|
474,169
|
|
|
60,806
|
|
|
187,835
|
|
|
(35,483
|
)
|
|
687,327
|
|
|||||
Gross profit (loss)
|
|
312,479
|
|
|
27,642
|
|
|
27,647
|
|
|
(3,629
|
)
|
|
364,139
|
|
|||||
Selling, general and administrative expenses
|
|
105,153
|
|
|
18,707
|
|
|
29,902
|
|
|
67,106
|
|
|
220,868
|
|
|||||
Impairment losses
|
|
—
|
|
|
—
|
|
|
71,785
|
|
|
—
|
|
|
71,785
|
|
|||||
Change in the fair value of Equator earn out liability
|
|
—
|
|
|
—
|
|
|
(7,591
|
)
|
|
—
|
|
|
(7,591
|
)
|
|||||
Income (loss) from operations
|
|
207,326
|
|
|
8,935
|
|
|
(66,449
|
)
|
|
(70,735
|
)
|
|
79,077
|
|
|||||
Other income (expense), net
|
|
506
|
|
|
58
|
|
|
61
|
|
|
(26,642
|
)
|
|
(26,017
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes and non-controlling interests
|
|
$
|
207,832
|
|
|
$
|
8,993
|
|
|
$
|
(66,388
|
)
|
|
$
|
(97,377
|
)
|
|
$
|
53,060
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Margins:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit/service revenue
|
|
46
|
%
|
|
31
|
%
|
|
13
|
%
|
|
N/M
|
|
|
39
|
%
|
|||||
Income (loss) from operations/service revenue
|
|
31
|
%
|
|
10
|
%
|
|
(31
|
)%
|
|
N/M
|
|
|
8
|
%
|
|
|
For the year ended December 31, 2014
|
||||||||||||||||||
(in thousands)
|
|
Mortgage
Services |
|
Financial
Services |
|
Technology
Services |
|
Corporate
Items and Eliminations |
|
Consolidated
Altisource |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Service revenue
|
|
$
|
653,093
|
|
|
$
|
98,312
|
|
|
$
|
227,300
|
|
|
$
|
(40,026
|
)
|
|
$
|
938,679
|
|
Reimbursable expenses
|
|
137,447
|
|
|
187
|
|
|
—
|
|
|
—
|
|
|
137,634
|
|
|||||
Non-controlling interests
|
|
2,603
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,603
|
|
|||||
|
|
793,143
|
|
|
98,499
|
|
|
227,300
|
|
|
(40,026
|
)
|
|
1,078,916
|
|
|||||
Cost of revenue
|
|
486,387
|
|
|
64,338
|
|
|
192,426
|
|
|
(35,971
|
)
|
|
707,180
|
|
|||||
Gross profit (loss)
|
|
306,756
|
|
|
34,161
|
|
|
34,874
|
|
|
(4,055
|
)
|
|
371,736
|
|
|||||
Selling, general and administrative expenses
|
|
94,686
|
|
|
18,791
|
|
|
32,393
|
|
|
55,863
|
|
|
201,733
|
|
|||||
Impairment losses
|
|
—
|
|
|
—
|
|
|
37,473
|
|
|
—
|
|
|
37,473
|
|
|||||
Change in the fair value of Equator earn out liability
|
|
—
|
|
|
—
|
|
|
(37,924
|
)
|
|
—
|
|
|
(37,924
|
)
|
|||||
Income (loss) from operations
|
|
212,070
|
|
|
15,370
|
|
|
2,932
|
|
|
(59,918
|
)
|
|
170,454
|
|
|||||
Other income (expense), net
|
|
204
|
|
|
62
|
|
|
(31
|
)
|
|
(23,424
|
)
|
|
(23,189
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes and non-controlling interests
|
|
$
|
212,274
|
|
|
$
|
15,432
|
|
|
$
|
2,901
|
|
|
$
|
(83,342
|
)
|
|
$
|
147,265
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Margins:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit/service revenue
|
|
47
|
%
|
|
35
|
%
|
|
15
|
%
|
|
N/M
|
|
|
40
|
%
|
|||||
Income from operations/service revenue
|
|
32
|
%
|
|
16
|
%
|
|
1
|
%
|
|
N/M
|
|
|
18
|
%
|
|
|
For the year ended December 31, 2013
|
||||||||||||||||||
(in thousands)
|
|
Mortgage
Services |
|
Financial
Services |
|
Technology
Services |
|
Corporate
Items and Eliminations |
|
Consolidated
Altisource |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Service revenue
|
|
$
|
493,500
|
|
|
$
|
92,479
|
|
|
$
|
100,724
|
|
|
$
|
(24,644
|
)
|
|
$
|
662,059
|
|
Reimbursable expenses
|
|
101,999
|
|
|
479
|
|
|
—
|
|
|
—
|
|
|
102,478
|
|
|||||
Non-controlling interests
|
|
3,820
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,820
|
|
|||||
|
|
599,319
|
|
|
92,958
|
|
|
100,724
|
|
|
(24,644
|
)
|
|
768,357
|
|
|||||
Cost of revenue
|
|
376,639
|
|
|
55,328
|
|
|
82,612
|
|
|
(22,099
|
)
|
|
492,480
|
|
|||||
Gross profit (loss)
|
|
222,680
|
|
|
37,630
|
|
|
18,112
|
|
|
(2,545
|
)
|
|
275,877
|
|
|||||
Selling, general and administrative expenses
|
|
46,522
|
|
|
15,571
|
|
|
12,435
|
|
|
39,282
|
|
|
113,810
|
|
|||||
Income (loss) from operations
|
|
176,158
|
|
|
22,059
|
|
|
5,677
|
|
|
(41,827
|
)
|
|
162,067
|
|
|||||
Other income (expense), net
|
|
(136
|
)
|
|
(10
|
)
|
|
7
|
|
|
(19,595
|
)
|
|
(19,734
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes and non-controlling interests
|
|
$
|
176,022
|
|
|
$
|
22,049
|
|
|
$
|
5,684
|
|
|
$
|
(61,422
|
)
|
|
$
|
142,333
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Margins:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit/service revenue
|
|
45
|
%
|
|
41
|
%
|
|
18
|
%
|
|
N/M
|
|
|
42
|
%
|
|||||
Income from operations/service revenue
|
|
36
|
%
|
|
24
|
%
|
|
6
|
%
|
|
N/M
|
|
|
24
|
%
|
(in thousands)
|
|
2015
|
|
% Increase
(decrease)
|
|
2014
|
|
% Increase
(decrease)
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Service revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Asset management services
|
|
$
|
463,780
|
|
|
30
|
|
|
$
|
356,433
|
|
|
80
|
|
|
$
|
197,999
|
|
Insurance services
|
|
96,688
|
|
|
(38
|
)
|
|
154,830
|
|
|
29
|
|
|
119,835
|
|
|||
Residential property valuation
|
|
67,672
|
|
|
(33
|
)
|
|
101,173
|
|
|
(2
|
)
|
|
103,300
|
|
|||
Default management services
|
|
26,930
|
|
|
18
|
|
|
22,728
|
|
|
(46
|
)
|
|
41,812
|
|
|||
Origination management services
|
|
21,152
|
|
|
18
|
|
|
17,929
|
|
|
(41
|
)
|
|
30,554
|
|
|||
Total service revenue
|
|
676,222
|
|
|
4
|
|
|
653,093
|
|
|
32
|
|
|
493,500
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reimbursable expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Asset management services
|
|
96,761
|
|
|
(26
|
)
|
|
130,864
|
|
|
35
|
|
|
96,944
|
|
|||
Insurance services
|
|
7,436
|
|
|
69
|
|
|
4,408
|
|
|
168
|
|
|
1,647
|
|
|||
Default management services
|
|
2,871
|
|
|
41
|
|
|
2,032
|
|
|
(36
|
)
|
|
3,177
|
|
|||
Origination management services
|
|
156
|
|
|
9
|
|
|
143
|
|
|
(38
|
)
|
|
231
|
|
|||
Total reimbursable expenses
|
|
107,224
|
|
|
(22
|
)
|
|
137,447
|
|
|
35
|
|
|
101,999
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-controlling interests
|
|
3,202
|
|
|
23
|
|
|
2,603
|
|
|
(32
|
)
|
|
3,820
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
$
|
786,648
|
|
|
(1
|
)
|
|
$
|
793,143
|
|
|
32
|
|
|
$
|
599,319
|
|
(in thousands)
|
|
2015
|
|
% Increase
(decrease)
|
|
2014
|
|
% Increase
(decrease)
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
|
$
|
85,474
|
|
|
12
|
|
|
$
|
76,125
|
|
|
18
|
|
|
$
|
64,644
|
|
Outside fees and services
|
|
245,739
|
|
|
2
|
|
|
240,070
|
|
|
27
|
|
|
189,065
|
|
|||
Reimbursable expenses
|
|
107,224
|
|
|
(22
|
)
|
|
137,447
|
|
|
35
|
|
|
101,999
|
|
|||
Technology and telecommunications
|
|
32,122
|
|
|
6
|
|
|
30,305
|
|
|
58
|
|
|
19,150
|
|
|||
Depreciation and amortization
|
|
3,610
|
|
|
48
|
|
|
2,440
|
|
|
37
|
|
|
1,781
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
|
$
|
474,169
|
|
|
(3
|
)
|
|
$
|
486,387
|
|
|
29
|
|
|
$
|
376,639
|
|
(in thousands)
|
|
2015
|
|
% Increase
(decrease)
|
|
2014
|
|
% Increase
(decrease)
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
|
$
|
4,168
|
|
|
141
|
|
|
$
|
1,726
|
|
|
126
|
|
|
$
|
765
|
|
Professional services
|
|
11,344
|
|
|
37
|
|
|
8,295
|
|
|
N/M
|
|
|
1,661
|
|
|||
Occupancy related costs
|
|
11,789
|
|
|
17
|
|
|
10,085
|
|
|
8
|
|
|
9,304
|
|
|||
Amortization of intangible assets
|
|
31,601
|
|
|
14
|
|
|
27,770
|
|
|
32
|
|
|
21,058
|
|
|||
Depreciation and amortization
|
|
2,457
|
|
|
21
|
|
|
2,031
|
|
|
104
|
|
|
994
|
|
|||
Marketing costs
|
|
24,559
|
|
|
3
|
|
|
23,777
|
|
|
N/M
|
|
|
4,907
|
|
|||
Other
|
|
19,235
|
|
|
(8
|
)
|
|
21,002
|
|
|
168
|
|
|
7,833
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
|
$
|
105,153
|
|
|
11
|
|
|
$
|
94,686
|
|
|
104
|
|
|
$
|
46,522
|
|
(in thousands)
|
|
2015
|
|
% Increase
(decrease) |
|
2014
|
|
% Increase
(decrease) |
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Service revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationship management
|
|
$
|
50,294
|
|
|
(2
|
)
|
|
$
|
51,411
|
|
|
13
|
|
|
$
|
45,680
|
|
Asset recovery management
|
|
38,034
|
|
|
(19
|
)
|
|
46,901
|
|
|
—
|
|
|
46,799
|
|
|||
Total service revenue
|
|
88,328
|
|
|
(10
|
)
|
|
98,312
|
|
|
6
|
|
|
92,479
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reimbursable expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Asset recovery management
|
|
120
|
|
|
(36
|
)
|
|
187
|
|
|
(61
|
)
|
|
479
|
|
|||
Total reimbursable expenses
|
|
120
|
|
|
(36
|
)
|
|
187
|
|
|
(61
|
)
|
|
479
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
$
|
88,448
|
|
|
(10
|
)
|
|
$
|
98,499
|
|
|
6
|
|
|
$
|
92,958
|
|
(in thousands)
|
|
2015
|
|
% Increase
(decrease) |
|
2014
|
|
% Increase
(decrease) |
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
|
$
|
46,086
|
|
|
(2
|
)
|
|
$
|
47,063
|
|
|
13
|
|
|
$
|
41,800
|
|
Outside fees and services
|
|
2,703
|
|
|
(20
|
)
|
|
3,361
|
|
|
(24
|
)
|
|
4,401
|
|
|||
Reimbursable expenses
|
|
120
|
|
|
(36
|
)
|
|
187
|
|
|
(61
|
)
|
|
479
|
|
|||
Technology and telecommunications
|
|
10,033
|
|
|
(18
|
)
|
|
12,277
|
|
|
59
|
|
|
7,704
|
|
|||
Depreciation and amortization
|
|
1,864
|
|
|
29
|
|
|
1,450
|
|
|
54
|
|
|
944
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
|
$
|
60,806
|
|
|
(5
|
)
|
|
$
|
64,338
|
|
|
16
|
|
|
$
|
55,328
|
|
(in thousands)
|
|
2015
|
|
% Increase
(decrease)
|
|
2014
|
|
% Increase
(decrease)
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
|
$
|
819
|
|
|
22
|
|
|
$
|
672
|
|
|
(38
|
)
|
|
$
|
1,078
|
|
Professional services
|
|
1,245
|
|
|
26
|
|
|
988
|
|
|
N/M
|
|
|
273
|
|
|||
Occupancy related costs
|
|
7,420
|
|
|
3
|
|
|
7,193
|
|
|
38
|
|
|
5,220
|
|
|||
Amortization of intangible assets
|
|
4,056
|
|
|
(24
|
)
|
|
5,355
|
|
|
(9
|
)
|
|
5,889
|
|
|||
Depreciation and amortization
|
|
2,427
|
|
|
30
|
|
|
1,870
|
|
|
126
|
|
|
826
|
|
|||
Other
|
|
2,740
|
|
|
1
|
|
|
2,713
|
|
|
19
|
|
|
2,285
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
|
$
|
18,707
|
|
|
—
|
|
|
$
|
18,791
|
|
|
21
|
|
|
$
|
15,571
|
|
(in thousands)
|
|
2015
|
|
% Increase
(decrease) |
|
2014
|
|
% Increase
(decrease) |
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Service revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Software services
|
|
$
|
149,291
|
|
|
(1
|
)
|
|
$
|
151,335
|
|
|
136
|
|
|
$
|
64,152
|
|
IT infrastructure services
|
|
66,191
|
|
|
(13
|
)
|
|
75,965
|
|
|
108
|
|
|
36,572
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
$
|
215,482
|
|
|
(5
|
)
|
|
$
|
227,300
|
|
|
126
|
|
|
$
|
100,724
|
|
(in thousands)
|
|
2015
|
|
% Increase
(decrease) |
|
2014
|
|
% Increase
(decrease) |
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
|
$
|
130,279
|
|
|
(2
|
)
|
|
$
|
132,701
|
|
|
163
|
|
|
$
|
50,368
|
|
Outside fees and services
|
|
23
|
|
|
N/M
|
|
|
—
|
|
|
N/M
|
|
|
—
|
|
|||
Technology and telecommunications
|
|
36,318
|
|
|
(14
|
)
|
|
42,117
|
|
|
105
|
|
|
20,546
|
|
|||
Depreciation and amortization
|
|
21,215
|
|
|
20
|
|
|
17,608
|
|
|
51
|
|
|
11,698
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
|
$
|
187,835
|
|
|
(2
|
)
|
|
$
|
192,426
|
|
|
133
|
|
|
$
|
82,612
|
|
(in thousands)
|
|
2015
|
|
% Increase
(decrease) |
|
2014
|
|
% Increase
(decrease) |
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
|
$
|
3,259
|
|
|
(45
|
)
|
|
$
|
5,938
|
|
|
N/M
|
|
|
$
|
1,871
|
|
Professional services
|
|
1,484
|
|
|
116
|
|
|
686
|
|
|
70
|
|
|
404
|
|
|||
Occupancy related costs
|
|
13,325
|
|
|
9
|
|
|
12,250
|
|
|
118
|
|
|
5,610
|
|
|||
Amortization of intangible assets
|
|
5,478
|
|
|
20
|
|
|
4,555
|
|
|
N/M
|
|
|
1,229
|
|
|||
Depreciation and amortization
|
|
2,188
|
|
|
82
|
|
|
1,205
|
|
|
58
|
|
|
763
|
|
|||
Other
|
|
4,168
|
|
|
(46
|
)
|
|
7,759
|
|
|
N/M
|
|
|
2,558
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
|
$
|
29,902
|
|
|
(8
|
)
|
|
$
|
32,393
|
|
|
160
|
|
|
$
|
12,435
|
|
(in thousands)
|
|
2015
|
|
% Increase
(decrease) |
|
2014
|
|
% Increase
(decrease) |
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
|
$
|
46,651
|
|
|
27
|
|
|
$
|
36,762
|
|
|
52
|
|
|
$
|
24,150
|
|
Professional services
|
|
9,110
|
|
|
6
|
|
|
8,629
|
|
|
52
|
|
|
5,684
|
|
|||
Occupancy related costs
|
|
7,383
|
|
|
(15
|
)
|
|
8,734
|
|
|
5
|
|
|
8,290
|
|
|||
Depreciation and amortization
|
|
2,709
|
|
|
11
|
|
|
2,442
|
|
|
19
|
|
|
2,050
|
|
|||
Marketing costs
|
|
1,499
|
|
|
N/M
|
|
|
33
|
|
|
N/M
|
|
|
—
|
|
|||
Other
|
|
(246
|
)
|
|
(67
|
)
|
|
(737
|
)
|
|
(17
|
)
|
|
(892
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
|
67,106
|
|
|
20
|
|
|
55,863
|
|
|
42
|
|
|
39,282
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other expense, net
|
|
26,642
|
|
|
14
|
|
|
23,424
|
|
|
20
|
|
|
19,595
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total corporate costs
|
|
$
|
93,748
|
|
|
18
|
|
|
$
|
79,287
|
|
|
35
|
|
|
$
|
58,877
|
|
(in thousands)
|
|
2015
|
|
% Increase
(decrease)
|
|
2014
|
|
% Increase
(decrease)
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income adjusted for non-cash items
|
|
$
|
195,922
|
|
|
(13
|
)
|
|
$
|
224,673
|
|
|
18
|
|
|
$
|
190,655
|
|
Changes in operating assets and liabilities
|
|
(570
|
)
|
|
98
|
|
|
(27,180
|
)
|
|
N/M
|
|
|
(5,181
|
)
|
|||
Net cash flows provided by operating activities
|
|
195,352
|
|
|
(1
|
)
|
|
197,493
|
|
|
6
|
|
|
185,474
|
|
|||
Net cash flows used in investing activities
|
|
(65,995
|
)
|
|
35
|
|
|
(101,268
|
)
|
|
53
|
|
|
(215,944
|
)
|
|||
Net cash flows (used in) provided by financing activities
|
|
(111,391
|
)
|
|
(71
|
)
|
|
(65,188
|
)
|
|
(218
|
)
|
|
55,292
|
|
|||
Net increase in cash and cash equivalents
|
|
17,966
|
|
|
(42
|
)
|
|
31,037
|
|
|
25
|
|
|
24,822
|
|
|||
Cash and cash equivalents at the beginning of the period
|
|
161,361
|
|
|
24
|
|
|
130,324
|
|
|
24
|
|
|
105,502
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents at the end of the period
|
|
$
|
179,327
|
|
|
11
|
|
|
$
|
161,361
|
|
|
24
|
|
|
$
|
130,324
|
|
|
|
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
|
|
$
|
59,341
|
|
|
$
|
17,308
|
|
|
$
|
26,068
|
|
|
$
|
11,105
|
|
|
$
|
4,860
|
|
Long-term debt
|
|
536,598
|
|
|
5,945
|
|
|
11,890
|
|
|
518,763
|
|
|
—
|
|
|||||
Contractual interest payments
(1)
|
|
116,229
|
|
|
24,052
|
|
|
47,291
|
|
|
44,886
|
|
|
—
|
|
|||||
Unrecognized tax benefit
|
|
1,461
|
|
|
1,461
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
713,629
|
|
|
$
|
48,766
|
|
|
$
|
85,249
|
|
|
$
|
574,754
|
|
|
$
|
4,860
|
|
(1)
|
Represents estimated future interest payments on our senior secured term loan based on applicable interest rates as of
December 31, 2015
.
|
|
|
2015
|
|
2014
|
|
2013
|
|
|
|
|
|
|
|
Mortgage Services
|
|
63%
|
|
67%
|
|
70%
|
Financial Services
|
|
21%
|
|
27%
|
|
30%
|
Technology Services
|
|
54%
|
|
42%
|
|
50%
|
Consolidated revenue
|
|
60%
|
|
60%
|
|
65%
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
ASSETS
|
||||||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
179,327
|
|
|
$
|
161,361
|
|
Accounts receivable, net
|
|
105,023
|
|
|
112,183
|
|
||
Prepaid expenses and other current assets
|
|
21,751
|
|
|
23,567
|
|
||
Deferred tax assets, net
|
|
—
|
|
|
4,987
|
|
||
Total current assets
|
|
306,101
|
|
|
302,098
|
|
||
|
|
|
|
|
||||
Premises and equipment, net
|
|
119,121
|
|
|
127,759
|
|
||
Goodwill
|
|
82,801
|
|
|
90,851
|
|
||
Intangible assets, net
|
|
197,003
|
|
|
245,246
|
|
||
Deferred tax assets, net
|
|
3,619
|
|
|
—
|
|
||
Other assets
|
|
19,337
|
|
|
22,267
|
|
||
|
|
|
|
|
||||
Total assets
|
|
$
|
727,982
|
|
|
$
|
788,221
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
||||||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
91,871
|
|
|
$
|
111,766
|
|
Current portion of long-term debt
|
|
5,945
|
|
|
5,945
|
|
||
Deferred revenue
|
|
15,060
|
|
|
9,829
|
|
||
Other current liabilities
|
|
16,266
|
|
|
13,227
|
|
||
Total current liabilities
|
|
129,142
|
|
|
140,767
|
|
||
|
|
|
|
|
||||
Long-term debt, less current portion
|
|
528,417
|
|
|
582,669
|
|
||
Deferred tax liabilities, net
|
|
—
|
|
|
2,694
|
|
||
Other non-current liabilities
|
|
18,153
|
|
|
20,648
|
|
||
|
|
|
|
|
||||
Commitments, contingencies and regulatory matters (Note 24)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Common stock ($1.00 par value; 25,413 shares authorized and issued and 19,021 outstanding as of December 31, 2015; 25,413 shares authorized and issued and 20,279 outstanding as of December 31, 2014)
|
|
25,413
|
|
|
25,413
|
|
||
Additional paid-in capital
|
|
96,321
|
|
|
91,509
|
|
||
Retained earnings
|
|
369,270
|
|
|
367,967
|
|
||
Treasury stock, at cost (6,392 shares as of December 31, 2015 and 5,134 shares as of December 31, 2014)
|
|
(440,026
|
)
|
|
(444,495
|
)
|
||
Altisource equity
|
|
50,978
|
|
|
40,394
|
|
||
|
|
|
|
|
||||
Non-controlling interests
|
|
1,292
|
|
|
1,049
|
|
||
Total equity
|
|
52,270
|
|
|
41,443
|
|
||
|
|
|
|
|
||||
Total liabilities and equity
|
|
$
|
727,982
|
|
|
$
|
788,221
|
|
|
For the years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Revenue
|
$
|
1,051,466
|
|
|
$
|
1,078,916
|
|
|
$
|
768,357
|
|
Cost of revenue
|
687,327
|
|
|
707,180
|
|
|
492,480
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
364,139
|
|
|
371,736
|
|
|
275,877
|
|
|||
Selling, general and administrative expenses
|
220,868
|
|
|
201,733
|
|
|
113,810
|
|
|||
Impairment losses
|
71,785
|
|
|
37,473
|
|
|
—
|
|
|||
Change in the fair value of Equator earn out liability
|
(7,591
|
)
|
|
(37,924
|
)
|
|
—
|
|
|||
Income from operations
|
79,077
|
|
|
170,454
|
|
|
162,067
|
|
|||
Other income (expense), net:
|
|
|
|
|
|
||||||
Interest expense
|
(28,208
|
)
|
|
(23,363
|
)
|
|
(20,291
|
)
|
|||
Loss on sale of HLSS equity securities, net of dividends received
|
(1,854
|
)
|
|
—
|
|
|
—
|
|
|||
Other income (expense), net
|
4,045
|
|
|
174
|
|
|
557
|
|
|||
Total other income (expense), net
|
(26,017
|
)
|
|
(23,189
|
)
|
|
(19,734
|
)
|
|||
|
|
|
|
|
|
||||||
Income before income taxes and non-controlling interests
|
53,060
|
|
|
147,265
|
|
|
142,333
|
|
|||
Income tax provision
|
(8,260
|
)
|
|
(10,178
|
)
|
|
(8,540
|
)
|
|||
|
|
|
|
|
|
||||||
Net income
|
44,800
|
|
|
137,087
|
|
|
133,793
|
|
|||
Net income attributable to non-controlling interests
|
(3,202
|
)
|
|
(2,603
|
)
|
|
(3,820
|
)
|
|||
|
|
|
|
|
|
||||||
Net income attributable to Altisource
|
$
|
41,598
|
|
|
$
|
134,484
|
|
|
$
|
129,973
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.13
|
|
|
$
|
6.22
|
|
|
$
|
5.63
|
|
Diluted
|
$
|
2.02
|
|
|
$
|
5.69
|
|
|
$
|
5.19
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
19,504
|
|
|
21,625
|
|
|
23,072
|
|
|||
Diluted
|
20,619
|
|
|
23,634
|
|
|
25,053
|
|
|||
|
|
|
|
|
|
||||||
Transactions with related parties included above:
|
|
|
|
|
|
||||||
Revenue
|
See Note 4
|
|
|
$
|
666,800
|
|
|
$
|
502,087
|
|
|
Cost of revenue
|
See Note 4
|
|
|
38,610
|
|
|
19,983
|
|
|||
Selling, general and administrative expenses
|
See Note 4
|
|
|
(268
|
)
|
|
569
|
|
|||
Other income
|
See Note 4
|
|
|
—
|
|
|
773
|
|
|
Altisource Equity
|
|
Non-controlling
interests
|
|
|
|||||||||||||||||||||
|
Common stock
|
|
Additional
paid-in capital
|
|
Retained
earnings
|
|
Treasury stock,
at cost
|
|
|
Total
|
||||||||||||||||
|
Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, January 1, 2013
|
25,413
|
|
|
$
|
25,413
|
|
|
$
|
86,873
|
|
|
$
|
124,127
|
|
|
$
|
(77,954
|
)
|
|
$
|
1,370
|
|
|
$
|
159,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
129,973
|
|
|
—
|
|
|
3,820
|
|
|
133,793
|
|
||||||
Contributions from non-controlling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
||||||
Distributions to non-controlling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,176
|
)
|
|
(4,176
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
2,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,400
|
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,539
|
)
|
|
21,424
|
|
|
—
|
|
|
6,885
|
|
||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(141,018
|
)
|
|
—
|
|
|
(141,018
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, December 31, 2013
|
25,413
|
|
|
25,413
|
|
|
89,273
|
|
|
239,561
|
|
|
(197,548
|
)
|
|
1,042
|
|
|
157,741
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
134,484
|
|
|
—
|
|
|
2,603
|
|
|
137,087
|
|
||||||
Distributions to non-controlling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,596
|
)
|
|
(2,596
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
2,236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,236
|
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,078
|
)
|
|
8,766
|
|
|
—
|
|
|
2,688
|
|
||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(255,713
|
)
|
|
—
|
|
|
(255,713
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, December 31, 2014
|
25,413
|
|
|
25,413
|
|
|
91,509
|
|
|
367,967
|
|
|
(444,495
|
)
|
|
1,049
|
|
|
41,443
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
41,598
|
|
|
—
|
|
|
3,202
|
|
|
44,800
|
|
||||||
Distributions to non-controlling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,959
|
)
|
|
(2,959
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
4,812
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,812
|
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,292
|
)
|
|
9,682
|
|
|
—
|
|
|
1,390
|
|
||||||
Issuance of restricted shares for acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,003
|
)
|
|
53,736
|
|
|
—
|
|
|
21,733
|
|
||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,949
|
)
|
|
—
|
|
|
(58,949
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, December 31, 2015
|
25,413
|
|
|
$
|
25,413
|
|
|
$
|
96,321
|
|
|
$
|
369,270
|
|
|
$
|
(440,026
|
)
|
|
$
|
1,292
|
|
|
$
|
52,270
|
|
|
For the years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
44,800
|
|
|
$
|
137,087
|
|
|
$
|
133,793
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
36,470
|
|
|
29,046
|
|
|
19,056
|
|
|||
Amortization of intangible assets
|
41,135
|
|
|
37,680
|
|
|
28,176
|
|
|||
Loss on sale of HLSS equity securities, net of dividends received
|
1,854
|
|
|
—
|
|
|
—
|
|
|||
Change in the fair value of acquisition related contingent consideration
|
(7,184
|
)
|
|
(37,924
|
)
|
|
—
|
|
|||
Impairment losses
|
71,785
|
|
|
37,473
|
|
|
—
|
|
|||
Share-based compensation expense
|
4,812
|
|
|
2,236
|
|
|
2,400
|
|
|||
Equity in losses of investment in affiliate
|
—
|
|
|
—
|
|
|
176
|
|
|||
Bad debt expense
|
5,514
|
|
|
16,257
|
|
|
2,549
|
|
|||
Gain on early extinguishment of debt
|
(3,836
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of debt discount
|
498
|
|
|
317
|
|
|
223
|
|
|||
Amortization of debt issuance costs
|
1,374
|
|
|
1,151
|
|
|
958
|
|
|||
Deferred income taxes
|
(1,326
|
)
|
|
1,166
|
|
|
2,015
|
|
|||
Loss on disposal of fixed assets
|
26
|
|
|
184
|
|
|
1,309
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
2,401
|
|
|
(22,492
|
)
|
|
(5,602
|
)
|
|||
Prepaid expenses and other current assets
|
1,883
|
|
|
(12,501
|
)
|
|
(2,817
|
)
|
|||
Other assets
|
2,993
|
|
|
(1,750
|
)
|
|
(1,586
|
)
|
|||
Accounts payable and accrued expenses
|
(14,483
|
)
|
|
24,285
|
|
|
7,381
|
|
|||
Other current and non-current liabilities
|
6,636
|
|
|
(14,722
|
)
|
|
(2,557
|
)
|
|||
Net cash provided by operating activities
|
195,352
|
|
|
197,493
|
|
|
185,474
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||
Additions to premises and equipment
|
(36,188
|
)
|
|
(64,846
|
)
|
|
(34,134
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(28,675
|
)
|
|
(34,720
|
)
|
|
(267,946
|
)
|
|||
Purchase of HLSS equity securities
|
(29,966
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds received from sale of and dividends from HLSS equity securities
|
28,112
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from loan to Ocwen
|
—
|
|
|
—
|
|
|
75,000
|
|
|||
Proceeds from sale of equity affiliate
|
—
|
|
|
—
|
|
|
12,648
|
|
|||
Change in restricted cash
|
722
|
|
|
(1,402
|
)
|
|
(1,462
|
)
|
|||
Other investing activities
|
—
|
|
|
(300
|
)
|
|
(50
|
)
|
|||
Net cash used in investing activities
|
(65,995
|
)
|
|
(101,268
|
)
|
|
(215,944
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
—
|
|
|
198,000
|
|
|
200,502
|
|
|||
Repurchases and repayment of long-term debt and payments on capital lease obligations
|
(50,373
|
)
|
|
(4,959
|
)
|
|
(3,729
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(2,608
|
)
|
|
(3,200
|
)
|
|||
Proceeds from stock option exercises
|
1,390
|
|
|
2,688
|
|
|
6,885
|
|
|||
Purchase of treasury stock
|
(58,949
|
)
|
|
(255,713
|
)
|
|
(141,018
|
)
|
|||
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
28
|
|
|||
Distributions to non-controlling interests
|
(2,959
|
)
|
|
(2,596
|
)
|
|
(4,176
|
)
|
|||
Other financing activities
|
(500
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(111,391
|
)
|
|
(65,188
|
)
|
|
55,292
|
|
|||
|
|
|
|
|
|
||||||
Net increase in cash and cash equivalents
|
17,966
|
|
|
31,037
|
|
|
24,822
|
|
|||
Cash and cash equivalents at the beginning of the period
|
161,361
|
|
|
130,324
|
|
|
105,502
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents at the end of the period
|
$
|
179,327
|
|
|
$
|
161,361
|
|
|
$
|
130,324
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
|
||||
Interest paid
|
$
|
26,274
|
|
|
$
|
21,829
|
|
|
$
|
19,325
|
|
Income taxes paid, net
|
9,725
|
|
|
13,340
|
|
|
3,671
|
|
|||
|
|
|
|
|
|
||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
||||
Acquisition of businesses with restricted shares
|
$
|
21,733
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(Decrease) increase in payables for purchases of premises and equipment
|
(6,679
|
)
|
|
(2,328
|
)
|
|
4,552
|
|
|||
Decrease in acquisition of businesses from subsequent working capital true-ups
|
—
|
|
|
(3,711
|
)
|
|
(2,039
|
)
|
|
|
2015
|
|
2014
|
|
2013
|
|
|
|
|
|
|
|
Mortgage Services
|
|
63%
|
|
67%
|
|
70%
|
Financial Services
|
|
21%
|
|
27%
|
|
30%
|
Technology Services
|
|
54%
|
|
42%
|
|
50%
|
Consolidated revenue
|
|
60%
|
|
60%
|
|
65%
|
|
|
Initial purchase price allocation
|
|
Adjustments
|
|
Adjusted purchase price allocation
|
||||||
(in thousands)
|
|
|
|
|||||||||
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
$
|
9,293
|
|
|
$
|
3,490
|
|
|
$
|
12,783
|
|
Prepaid expenses and other current assets
|
|
954
|
|
|
(393
|
)
|
|
561
|
|
|||
Premises and equipment
|
|
16,974
|
|
|
—
|
|
|
16,974
|
|
|||
Customer relationships, trademarks and trade names
|
|
43,393
|
|
|
—
|
|
|
43,393
|
|
|||
Goodwill
|
|
82,460
|
|
|
—
|
|
|
82,460
|
|
|||
Other non-current assets
|
|
242
|
|
|
78
|
|
|
320
|
|
|||
Assets acquired
|
|
153,316
|
|
|
3,175
|
|
|
156,491
|
|
|||
Accounts payable and accrued expenses
|
|
(7,232
|
)
|
|
536
|
|
|
(6,696
|
)
|
|||
Deferred revenue
|
|
(36,689
|
)
|
|
—
|
|
|
(36,689
|
)
|
|||
Liabilities assumed
|
|
(43,921
|
)
|
|
536
|
|
|
(43,385
|
)
|
|||
|
|
|
|
|
|
|
||||||
Purchase price
|
|
$
|
109,395
|
|
|
$
|
3,711
|
|
|
$
|
113,106
|
|
|
|
Estimated life
(in years)
|
|
|
|
Premises and equipment (excluding internally developed software)
|
|
3 - 5
|
Internally developed software (included in premises and equipment)
|
|
7
|
Customer relationships (weighted average)
|
|
15
|
Trade names
|
|
4
|
|
|
Estimated life
(in years)
|
|
|
|
Premises and equipment
|
|
3 - 5
|
Customer relationships
|
|
7
|
|
|
Year ended
December 31, 2013
|
||||||
(in thousands, except per share amounts)
|
|
As reported
|
|
Pro forma
|
||||
|
|
|
|
|
||||
Revenue
|
|
$
|
768,357
|
|
|
$
|
854,098
|
|
Net income attributable to Altisource
|
|
129,973
|
|
|
132,907
|
|
||
Earnings per share — diluted
|
|
5.19
|
|
|
5.31
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
(in thousands)
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||||||||||||||||||
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
|
$
|
179,327
|
|
|
$
|
179,327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
161,361
|
|
|
$
|
161,361
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
4,801
|
|
|
4,801
|
|
|
—
|
|
|
—
|
|
|
3,022
|
|
|
3,022
|
|
|
—
|
|
|
—
|
|
||||||||
Long-term debt
|
|
536,598
|
|
|
—
|
|
|
469,523
|
|
|
—
|
|
|
591,543
|
|
|
—
|
|
|
467,319
|
|
|
—
|
|
(in thousands)
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Billed
|
|
$
|
67,021
|
|
|
$
|
73,532
|
|
Unbilled
|
|
56,458
|
|
|
61,326
|
|
||
|
|
123,479
|
|
|
134,858
|
|
||
Less: allowance for doubtful accounts
|
|
(18,456
|
)
|
|
(22,675
|
)
|
||
|
|
|
|
|
||||
Total
|
|
$
|
105,023
|
|
|
$
|
112,183
|
|
(in thousands)
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Maintenance agreements, current portion
|
|
$
|
7,000
|
|
|
$
|
6,367
|
|
Income taxes receivable
|
|
633
|
|
|
5,258
|
|
||
Prepaid expenses
|
|
7,873
|
|
|
6,989
|
|
||
Other current assets
|
|
6,245
|
|
|
4,953
|
|
||
|
|
|
|
|
||||
Total
|
|
$
|
21,751
|
|
|
$
|
23,567
|
|
(in thousands)
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Computer hardware and software
|
|
$
|
177,010
|
|
|
$
|
140,799
|
|
Office equipment and other
|
|
21,720
|
|
|
36,032
|
|
||
Furniture and fixtures
|
|
14,443
|
|
|
12,231
|
|
||
Leasehold improvements
|
|
35,503
|
|
|
34,069
|
|
||
|
|
248,676
|
|
|
223,131
|
|
||
Less: accumulated depreciation and amortization
|
|
(129,555
|
)
|
|
(95,372
|
)
|
||
|
|
|
|
|
||||
Total
|
|
$
|
119,121
|
|
|
$
|
127,759
|
|
(in thousands)
|
|
Mortgage
Services
|
|
Financial
Services
|
|
Technology
Services
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Balance January 1, 2014
|
|
$
|
12,958
|
|
|
$
|
2,378
|
|
|
$
|
84,078
|
|
|
$
|
99,414
|
|
Acquisition of Mortgage Builder
|
|
—
|
|
|
—
|
|
|
9,135
|
|
|
9,135
|
|
||||
Acquisition of Owners
|
|
19,775
|
|
|
—
|
|
|
—
|
|
|
19,775
|
|
||||
Impairment of Equator goodwill
|
|
—
|
|
|
—
|
|
|
(37,473
|
)
|
|
(37,473
|
)
|
||||
Balance, December 31, 2014
|
|
32,733
|
|
|
2,378
|
|
|
55,740
|
|
|
90,851
|
|
||||
Acquisition of CastleLine
|
|
28,125
|
|
|
—
|
|
|
—
|
|
|
28,125
|
|
||||
Acquisition of Acquired RentRange and Investability
Businesses
|
|
19,565
|
|
|
—
|
|
|
—
|
|
|
19,565
|
|
||||
Impairment of Technology Services goodwill
|
|
—
|
|
|
—
|
|
|
(55,740
|
)
|
|
(55,740
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2015
|
|
$
|
80,423
|
|
|
$
|
2,378
|
|
|
$
|
—
|
|
|
$
|
82,801
|
|
|
|
Weighted
average estimated
useful life (in years)
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net book value
|
||||||||||||||||||
(in thousands)
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Definite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks and trade names
|
|
13
|
|
$
|
15,244
|
|
|
$
|
13,889
|
|
|
$
|
(6,491
|
)
|
|
$
|
(5,016
|
)
|
|
$
|
8,753
|
|
|
$
|
8,873
|
|
Customer related intangible assets
|
|
10
|
|
274,428
|
|
|
289,308
|
|
|
(113,725
|
)
|
|
(79,606
|
)
|
|
160,703
|
|
|
209,702
|
|
||||||
Operating agreement
|
|
20
|
|
35,000
|
|
|
35,000
|
|
|
(10,354
|
)
|
|
(8,604
|
)
|
|
24,646
|
|
|
26,396
|
|
||||||
Non-compete agreements
|
|
4
|
|
1,435
|
|
|
—
|
|
|
(115
|
)
|
|
—
|
|
|
1,320
|
|
|
—
|
|
||||||
Intellectual property
|
|
10
|
|
300
|
|
|
300
|
|
|
(55
|
)
|
|
(25
|
)
|
|
245
|
|
|
275
|
|
||||||
Other intangible assets
|
|
5
|
|
1,375
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
1,336
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
|
|
|
$
|
327,782
|
|
|
$
|
338,497
|
|
|
$
|
(130,779
|
)
|
|
$
|
(93,251
|
)
|
|
$
|
197,003
|
|
|
$
|
245,246
|
|
(in thousands)
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Security deposits, net
|
|
$
|
5,341
|
|
|
$
|
7,277
|
|
Debt issuance costs, net
|
|
6,184
|
|
|
8,099
|
|
||
Maintenance agreements, non-current portion
|
|
1,570
|
|
|
3,324
|
|
||
Restricted cash
|
|
4,801
|
|
|
3,022
|
|
||
Other
|
|
1,441
|
|
|
545
|
|
||
|
|
|
|
|
||||
Total
|
|
$
|
19,337
|
|
|
$
|
22,267
|
|
(in thousands)
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Accounts payable
|
|
$
|
11,644
|
|
|
$
|
28,280
|
|
Accrued expenses - general
|
|
30,347
|
|
|
31,693
|
|
||
Accrued salaries and benefits
|
|
46,564
|
|
|
44,150
|
|
||
Income taxes payable
|
|
3,316
|
|
|
7,643
|
|
||
|
|
|
|
|
||||
Total
|
|
$
|
91,871
|
|
|
$
|
111,766
|
|
(in thousands)
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Unfunded cash account balances
|
|
$
|
6,395
|
|
|
$
|
4,788
|
|
Other
|
|
9,871
|
|
|
8,439
|
|
||
|
|
|
|
|
||||
Total
|
|
$
|
16,266
|
|
|
$
|
13,227
|
|
(in thousands)
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Senior secured term loan
|
|
$
|
536,598
|
|
|
$
|
591,543
|
|
Less: unamortized discount, net
|
|
(2,236
|
)
|
|
(2,929
|
)
|
||
Net long-term debt
|
|
534,362
|
|
|
588,614
|
|
||
Less: current portion
|
|
(5,945
|
)
|
|
(5,945
|
)
|
||
|
|
|
|
|
||||
Long-term debt, less current portion
|
|
$
|
528,417
|
|
|
$
|
582,669
|
|
(in thousands)
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Acquisition related contingent consideration
|
|
$
|
3,932
|
|
|
$
|
11,616
|
|
Other non-current liabilities
|
|
14,221
|
|
|
9,032
|
|
||
|
|
|
|
|
||||
Total
|
|
$
|
18,153
|
|
|
$
|
20,648
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
Black-Scholes
|
|
Binomial
|
|
Black-Scholes
|
|
Binomial
|
|
Black-Scholes
|
|
Binomial
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Risk-free interest rate
(%)
|
|
1.50 – 1.91
|
|
|
0.02 – 2.34
|
|
|
1.80 – 1.91
|
|
|
0.01 – 2.49
|
|
|
1.02 – 1.81
|
|
|
0.01 – 2.71
|
|
Expected stock price volatility (%)
|
|
55.06 – 59.73
|
|
|
55.06 – 59.73
|
|
|
37.57 – 45.15
|
|
|
38.38 – 45.15
|
|
|
36.35 – 36.76
|
|
|
36.40 – 36.80
|
|
Expected dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Expected option life (in years)
|
|
6.00 – 6.25
|
|
|
4.08 – 4.92
|
|
|
6.25
|
|
|
4.36 – 5.83
|
|
|
6.25
|
|
|
4.20 – 6.50
|
|
Fair value
|
|
$10.01 – $17.66
|
|
|
$9.91 – $18.05
|
|
|
$15.54 – $41.79
|
|
|
$12.66 – $33.62
|
|
|
$31.33 – $49.14
|
|
|
$16.12 – $41.72
|
(in thousands, except per share amounts)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Weighted average grant date fair value of stock options granted per share
|
|
$
|
13.20
|
|
|
$
|
26.92
|
|
|
$
|
32.59
|
|
Intrinsic value of stock options exercised
|
|
1,998
|
|
|
10,250
|
|
|
40,761
|
|
|||
Grant date fair value of stock options that vested during the period
|
|
1,616
|
|
|
2,641
|
|
|
3,156
|
|
|
Number of
options
|
|
Weighted
average
exercise
price
|
|
Weighted
average
contractual
term
(in years
)
|
|
Aggregate
intrinsic value
(
in thousands)
|
|||||
|
|
|
|
|
|
|
|
|||||
Outstanding at December 31, 2014
|
2,601,892
|
|
|
$
|
21.21
|
|
|
4.44
|
|
$
|
47,805
|
|
Granted
|
853,510
|
|
|
24.21
|
|
|
|
|
|
|||
Exercised
|
(130,682
|
)
|
|
10.64
|
|
|
|
|
|
|
||
Forfeited
|
(161,595
|
)
|
|
66.72
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|||||
Outstanding at December 31, 2015
|
3,163,125
|
|
|
20.13
|
|
|
4.94
|
|
35,842
|
|
||
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2015
|
2,214,051
|
|
|
14.43
|
|
|
3.12
|
|
32,395
|
|
|
|
Options outstanding
|
|
Options exercisable
|
||||||||||||||
Exercise price range
|
|
Number
|
|
Weighted
average
remaining
contractual
life
(in years
)
|
|
Weighted
average
exercise
price
|
|
Number
|
|
Weighted
average
remaining
contractual
life
(in years
)
|
|
Weighted
average
exercise
price
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Up to $10.00
(a)
|
|
1,575,003
|
|
|
2.54
|
|
$
|
9.14
|
|
|
1,575,003
|
|
|
2.54
|
|
$
|
9.14
|
|
$10.01 — $20.00
(a)
|
|
427,781
|
|
|
8.44
|
|
18.23
|
|
|
64,729
|
|
|
3.66
|
|
15.08
|
|
||
$20.01 — $30.00
(a)
|
|
881,711
|
|
|
6.73
|
|
25.68
|
|
|
470,311
|
|
|
4.32
|
|
23.21
|
|
||
$30.01 — $40.00
(a)
|
|
63,880
|
|
|
7.02
|
|
32.26
|
|
|
39,880
|
|
|
5.43
|
|
33.05
|
|
||
$40.01 — $50.00
(a)
|
|
5,000
|
|
|
8.94
|
|
49.06
|
|
|
313
|
|
|
8.94
|
|
49.06
|
|
||
$60.01 — $70.00
(a)
|
|
71,000
|
|
|
6.19
|
|
60.73
|
|
|
46,469
|
|
|
6.19
|
|
60.74
|
|
||
$70.01 — $80.00
(a)
|
|
25,000
|
|
|
8.87
|
|
72.78
|
|
|
1,563
|
|
|
8.87
|
|
72.78
|
|
||
$80.01 — $90.00
(a)
|
|
40,000
|
|
|
8.04
|
|
85.63
|
|
|
9,063
|
|
|
7.37
|
|
84.35
|
|
||
$90.01 — $100.00
(a)
|
|
71,875
|
|
|
8.33
|
|
94.31
|
|
|
6,251
|
|
|
8.01
|
|
94.26
|
|
||
$100.01 — $110.00
(a)
|
|
1,875
|
|
|
8.37
|
|
105.11
|
|
|
469
|
|
|
8.37
|
|
105.11
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
3,163,125
|
|
|
|
|
|
|
2,214,051
|
|
|
|
|
|
|
|
Market-based options
|
||||||
Vesting price
|
|
Ordinary
performance
|
|
Extraordinary
performance
|
||||
|
|
|
|
|
||||
$170.01 — $180.00
|
|
12,500
|
|
|
—
|
|
||
$180.01 — $190.00
|
|
12,500
|
|
|
25,875
|
|
||
Over $190.00
|
|
22,500
|
|
|
30,000
|
|
||
|
|
|
|
|
||||
Total
|
|
47,500
|
|
|
55,875
|
|
||
|
|
|
|
|
||||
Weighted average share price
|
|
$
|
92.29
|
|
|
$
|
77.03
|
|
|
Number of
restricted shares |
|
|
|
|
Outstanding at December 31, 2014
|
26,224
|
|
Granted
|
251,938
|
|
Issued
|
(2,836
|
)
|
Forfeited
|
(3,000
|
)
|
|
|
|
Outstanding at December 31, 2015
|
272,326
|
|
|
|
Consumer Analytics
|
|
Document Solutions
|
|
Marketplace Solutions
|
|||
|
|
|
|
|
|
|
|||
Outstanding at December 31, 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
Granted
|
|
5.6
|
%
|
|
5.8
|
%
|
|
5.3
|
%
|
Forfeited
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
|
5.6
|
%
|
|
5.6
|
%
|
|
5.3
|
%
|
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Service revenue
|
|
$
|
940,920
|
|
|
$
|
938,679
|
|
|
$
|
662,059
|
|
Reimbursable expenses
|
|
107,344
|
|
|
137,634
|
|
|
102,478
|
|
|||
Non-controlling interests
|
|
3,202
|
|
|
2,603
|
|
|
3,820
|
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
1,051,466
|
|
|
$
|
1,078,916
|
|
|
$
|
768,357
|
|
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Compensation and benefits
|
|
$
|
261,839
|
|
|
$
|
255,889
|
|
|
$
|
156,812
|
|
Outside fees and services
|
|
248,278
|
|
|
243,325
|
|
|
193,233
|
|
|||
Reimbursable expenses
|
|
107,344
|
|
|
137,634
|
|
|
102,478
|
|
|||
Technology and telecommunications
|
|
43,177
|
|
|
48,834
|
|
|
25,534
|
|
|||
Depreciation and amortization
|
|
26,689
|
|
|
21,498
|
|
|
14,423
|
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
687,327
|
|
|
$
|
707,180
|
|
|
$
|
492,480
|
|
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Compensation and benefits
|
|
$
|
54,897
|
|
|
$
|
45,098
|
|
|
$
|
27,864
|
|
Professional services
|
|
23,183
|
|
|
18,598
|
|
|
8,022
|
|
|||
Occupancy related costs
|
|
39,917
|
|
|
38,262
|
|
|
28,424
|
|
|||
Amortization of intangible assets
|
|
41,135
|
|
|
37,680
|
|
|
28,176
|
|
|||
Depreciation and amortization
|
|
9,781
|
|
|
7,548
|
|
|
4,633
|
|
|||
Marketing costs
|
|
27,499
|
|
|
24,130
|
|
|
5,028
|
|
|||
Other
|
|
24,456
|
|
|
30,417
|
|
|
11,663
|
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
220,868
|
|
|
$
|
201,733
|
|
|
$
|
113,810
|
|
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Gain on early extinguishment of debt
|
|
$
|
3,836
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loss in equity affiliate, including impairment loss
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
|||
Interest income
|
|
133
|
|
|
103
|
|
|
899
|
|
|||
Other, net
|
|
76
|
|
|
71
|
|
|
(166
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
4,045
|
|
|
$
|
174
|
|
|
$
|
557
|
|
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Domestic - Luxembourg
|
|
$
|
27,884
|
|
|
$
|
124,181
|
|
|
$
|
122,722
|
|
Foreign - U.S.
|
|
5,944
|
|
|
9,575
|
|
|
11,125
|
|
|||
Foreign - Non-U.S.
|
|
19,232
|
|
|
13,509
|
|
|
8,486
|
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
53,060
|
|
|
$
|
147,265
|
|
|
$
|
142,333
|
|
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Domestic - Luxembourg
|
|
$
|
1,787
|
|
|
$
|
4,415
|
|
|
$
|
2,516
|
|
Foreign - U.S. Federal
|
|
539
|
|
|
75
|
|
|
6
|
|
|||
Foreign - U.S. State
|
|
855
|
|
|
476
|
|
|
403
|
|
|||
Foreign - Non-U.S.
|
|
6,405
|
|
|
4,046
|
|
|
3,600
|
|
|||
|
|
|
|
|
|
|
||||||
|
|
$
|
9,586
|
|
|
$
|
9,012
|
|
|
$
|
6,525
|
|
Deferred:
|
|
|
|
|
|
|
||||||
Foreign - U.S. Federal
|
|
$
|
(108
|
)
|
|
$
|
1,756
|
|
|
$
|
2,506
|
|
Foreign - U.S. State
|
|
(526
|
)
|
|
(281
|
)
|
|
84
|
|
|||
Foreign - Non-U.S.
|
|
(692
|
)
|
|
(309
|
)
|
|
(575
|
)
|
|||
|
|
|
|
|
|
|
||||||
|
|
$
|
(1,326
|
)
|
|
$
|
1,166
|
|
|
$
|
2,015
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
8,260
|
|
|
$
|
10,178
|
|
|
$
|
8,540
|
|
(in thousands)
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Current deferred tax assets:
|
|
|
|
|
||||
Allowance for doubtful accounts and other reserves
|
|
$
|
—
|
|
|
$
|
72
|
|
Accrued expenses
|
|
—
|
|
|
5,165
|
|
||
Current deferred tax liabilities:
|
|
|
|
|
||||
Prepaid expenses
|
|
—
|
|
|
(250
|
)
|
||
|
|
|
|
|
||||
Current deferred tax assets, net
|
|
$
|
—
|
|
|
$
|
4,987
|
|
|
|
|
|
|
||||
Non-current deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
5,417
|
|
|
$
|
13,940
|
|
U.S. federal and state tax credits
|
|
2,577
|
|
|
1,202
|
|
||
Non-U.S. deferred tax assets
|
|
2,472
|
|
|
1,780
|
|
||
Share-based compensation
|
|
1,750
|
|
|
856
|
|
||
Accrued expenses
|
|
7,730
|
|
|
—
|
|
||
Non-current deferred tax liabilities:
|
|
|
|
|
||||
Intangible assets
|
|
(4,508
|
)
|
|
(5,302
|
)
|
||
Depreciation
|
|
(7,446
|
)
|
|
(11,878
|
)
|
||
Other
|
|
(815
|
)
|
|
(177
|
)
|
||
|
|
7,177
|
|
|
421
|
|
||
|
|
|
|
|
||||
Valuation allowance
|
|
(3,558
|
)
|
|
(3,115
|
)
|
||
|
|
|
|
|
||||
Non-current deferred tax assets, net
|
|
$
|
3,619
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Non-current deferred tax liabilities, net
|
|
$
|
—
|
|
|
$
|
(2,694
|
)
|
|
|
|
|
|
||||
Net deferred tax assets
|
|
$
|
3,619
|
|
|
$
|
2,293
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
|
|
|
|
|
|
|
|||
Statutory tax rate
|
|
29.22
|
%
|
|
29.22
|
%
|
|
29.22
|
%
|
Permanent difference related to Luxembourg intangible assets
|
|
(13.56
|
)
|
|
(22.60
|
)
|
|
(23.59
|
)
|
Change in valuation allowance
|
|
0.83
|
|
|
(0.05
|
)
|
|
0.76
|
|
State tax expense
|
|
0.29
|
|
|
0.03
|
|
|
0.24
|
|
Tax credits
|
|
(2.34
|
)
|
|
(0.71
|
)
|
|
—
|
|
Uncertain taxes
|
|
1.39
|
|
|
0.88
|
|
|
—
|
|
Other
|
|
(0.26
|
)
|
|
0.14
|
|
|
(0.63
|
)
|
|
|
|
|
|
|
|
|||
Effective tax rate
|
|
15.57
|
%
|
|
6.91
|
%
|
|
6.00
|
%
|
(in thousands)
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Amount of unrecognized tax benefits as of the beginning of the year
|
|
$
|
1,153
|
|
|
$
|
—
|
|
Increases as a result of tax positions taken in a prior period
|
|
638
|
|
|
1,153
|
|
||
Increases as a result of tax positions taken in the current period
|
|
214
|
|
|
—
|
|
||
|
|
|
|
|
||||
Amount of unrecognized tax benefits as of the end of the year
|
|
$
|
2,005
|
|
|
$
|
1,153
|
|
(in thousands, except per share data)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Net income attributable to Altisource
|
|
$
|
41,598
|
|
|
$
|
134,484
|
|
|
$
|
129,973
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding, basic
|
|
19,504
|
|
|
21,625
|
|
|
23,072
|
|
|||
Dilutive effect of stock options and restricted shares
|
|
1,115
|
|
|
2,009
|
|
|
1,981
|
|
|||
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding, diluted
|
|
20,619
|
|
|
23,634
|
|
|
25,053
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.13
|
|
|
$
|
6.22
|
|
|
$
|
5.63
|
|
|
|
|
|
|
|
|
||||||
Diluted
|
|
$
|
2.02
|
|
|
$
|
5.69
|
|
|
$
|
5.19
|
|
•
|
Altisource loses Ocwen as a customer or there is a significant reduction in the volume of services they purchase from us
|
•
|
Ocwen loses or sells a significant portion or all of its non-GSE servicing rights or subservicing arrangements and Altisource fails to be retained as a service provider
|
•
|
Ocwen loses state servicing licenses in states with a significant number of loans in Ocwen’s servicing portfolio and Altisource fails to be retained as a service provider
|
•
|
The contractual relationship between Ocwen and Altisource changes significantly or there are significant changes to our pricing to Ocwen for services from which we generate material revenue
|
•
|
Continue to grow our Servicer Solutions business
|
•
|
Continue to grow our Origination Solutions business
|
•
|
Continue to grow Owners.com, our consumer real estate offering
|
•
|
Continue to grow our Real Estate Investor Solutions business
|
(in thousands)
|
|
Operating lease
obligations
|
||
|
|
|
||
2016
|
|
$
|
17,308
|
|
2017
|
|
15,085
|
|
|
2018
|
|
10,983
|
|
|
2019
|
|
7,451
|
|
|
2020
|
|
3,654
|
|
|
Thereafter
|
|
4,860
|
|
|
|
|
|
||
|
|
$
|
59,341
|
|
|
|
For the year ended December 31, 2015
|
||||||||||||||||||
(in thousands)
|
|
Mortgage
Services |
|
Financial
Services |
|
Technology
Services |
|
Corporate
Items and Eliminations |
|
Consolidated
Altisource |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
786,648
|
|
|
$
|
88,448
|
|
|
$
|
215,482
|
|
|
$
|
(39,112
|
)
|
|
$
|
1,051,466
|
|
Cost of revenue
|
|
474,169
|
|
|
60,806
|
|
|
187,835
|
|
|
(35,483
|
)
|
|
687,327
|
|
|||||
Gross profit (loss)
|
|
312,479
|
|
|
27,642
|
|
|
27,647
|
|
|
(3,629
|
)
|
|
364,139
|
|
|||||
Selling, general and administrative expenses
|
|
105,153
|
|
|
18,707
|
|
|
29,902
|
|
|
67,106
|
|
|
220,868
|
|
|||||
Impairment losses
|
|
—
|
|
|
—
|
|
|
71,785
|
|
|
—
|
|
|
71,785
|
|
|||||
Change in the fair value of Equator earn out liability
|
|
—
|
|
|
—
|
|
|
(7,591
|
)
|
|
—
|
|
|
(7,591
|
)
|
|||||
Income (loss) from operations
|
|
207,326
|
|
|
8,935
|
|
|
(66,449
|
)
|
|
(70,735
|
)
|
|
79,077
|
|
|||||
Other income (expense), net
|
|
506
|
|
|
58
|
|
|
61
|
|
|
(26,642
|
)
|
|
(26,017
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes and non-controlling interests
|
|
$
|
207,832
|
|
|
$
|
8,993
|
|
|
$
|
(66,388
|
)
|
|
$
|
(97,377
|
)
|
|
$
|
53,060
|
|
|
|
For the year ended December 31, 2014
|
||||||||||||||||||
(in thousands)
|
|
Mortgage
Services |
|
Financial
Services |
|
Technology
Services |
|
Corporate
Items and Eliminations |
|
Consolidated
Altisource |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
793,143
|
|
|
$
|
98,499
|
|
|
$
|
227,300
|
|
|
$
|
(40,026
|
)
|
|
$
|
1,078,916
|
|
Cost of revenue
|
|
486,387
|
|
|
64,338
|
|
|
192,426
|
|
|
(35,971
|
)
|
|
707,180
|
|
|||||
Gross profit (loss)
|
|
306,756
|
|
|
34,161
|
|
|
34,874
|
|
|
(4,055
|
)
|
|
371,736
|
|
|||||
Selling, general and administrative expenses
|
|
94,686
|
|
|
18,791
|
|
|
32,393
|
|
|
55,863
|
|
|
201,733
|
|
|||||
Impairment losses
|
|
—
|
|
|
—
|
|
|
37,473
|
|
|
—
|
|
|
37,473
|
|
|||||
Change in the fair value of Equator earn out liability
|
|
—
|
|
|
—
|
|
|
(37,924
|
)
|
|
—
|
|
|
(37,924
|
)
|
|||||
Income (loss) from operations
|
|
212,070
|
|
|
15,370
|
|
|
2,932
|
|
|
(59,918
|
)
|
|
170,454
|
|
|||||
Other income (expense), net
|
|
204
|
|
|
62
|
|
|
(31
|
)
|
|
(23,424
|
)
|
|
(23,189
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes and non-controlling interests
|
|
$
|
212,274
|
|
|
$
|
15,432
|
|
|
$
|
2,901
|
|
|
$
|
(83,342
|
)
|
|
$
|
147,265
|
|
|
|
For the year ended December 31, 2013
|
||||||||||||||||||
(in thousands)
|
|
Mortgage
Services |
|
Financial
Services |
|
Technology
Services |
|
Corporate
Items and Eliminations |
|
Consolidated
Altisource |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
599,319
|
|
|
$
|
92,958
|
|
|
$
|
100,724
|
|
|
$
|
(24,644
|
)
|
|
$
|
768,357
|
|
Cost of revenue
|
|
376,639
|
|
|
55,328
|
|
|
82,612
|
|
|
(22,099
|
)
|
|
492,480
|
|
|||||
Gross profit (loss)
|
|
222,680
|
|
|
37,630
|
|
|
18,112
|
|
|
(2,545
|
)
|
|
275,877
|
|
|||||
Selling, general and administrative expenses
|
|
46,522
|
|
|
15,571
|
|
|
12,435
|
|
|
39,282
|
|
|
113,810
|
|
|||||
Income (loss) from operations
|
|
176,158
|
|
|
22,059
|
|
|
5,677
|
|
|
(41,827
|
)
|
|
162,067
|
|
|||||
Other income (expense), net
|
|
(136
|
)
|
|
(10
|
)
|
|
7
|
|
|
(19,595
|
)
|
|
(19,734
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes and non-controlling interests
|
|
$
|
176,022
|
|
|
$
|
22,049
|
|
|
$
|
5,684
|
|
|
$
|
(61,422
|
)
|
|
$
|
142,333
|
|
(in thousands)
|
|
Mortgage
Services
|
|
Financial
Services
|
|
Technology
Services
|
|
Corporate
Items and
Eliminations
|
|
Consolidated
Altisource
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2015
|
|
$
|
325,461
|
|
|
$
|
53,757
|
|
|
$
|
165,778
|
|
|
$
|
182,986
|
|
|
$
|
727,982
|
|
December 31, 2014
|
|
313,550
|
|
|
56,096
|
|
|
250,059
|
|
|
168,516
|
|
|
788,221
|
|
(in thousands)
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
|
|
|
|
|
||||
United States
|
|
$
|
85,021
|
|
|
$
|
88,274
|
|
India
|
|
21,187
|
|
|
27,082
|
|
||
Luxembourg
|
|
9,944
|
|
|
9,059
|
|
||
Philippines
|
|
2,664
|
|
|
3,344
|
|
||
Uruguay
|
|
305
|
|
|
—
|
|
||
|
|
|
|
|
||||
Total
|
|
$
|
119,121
|
|
|
$
|
127,759
|
|
|
|
2015 quarter ended
(1)(2)(3)(4)
|
||||||||||||||
(in thousands, except per share data)
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
240,482
|
|
|
$
|
268,321
|
|
|
$
|
272,776
|
|
|
$
|
269,887
|
|
Gross profit
|
|
67,656
|
|
|
100,162
|
|
|
98,926
|
|
|
97,395
|
|
||||
Income (loss) before income taxes and non-controlling interests
|
|
4,808
|
|
|
51,244
|
|
|
41,200
|
|
|
(44,192
|
)
|
||||
Net income (loss)
|
|
4,408
|
|
|
46,846
|
|
|
37,897
|
|
|
(44,351
|
)
|
||||
Net income (loss) attributable to Altisource
|
|
3,698
|
|
|
45,950
|
|
|
37,046
|
|
|
(45,096
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.18
|
|
|
$
|
2.35
|
|
|
$
|
1.94
|
|
|
$
|
(2.35
|
)
|
Diluted
|
|
$
|
0.18
|
|
|
$
|
2.22
|
|
|
$
|
1.82
|
|
|
$
|
(2.35
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
20,172
|
|
|
19,571
|
|
|
19,091
|
|
|
19,196
|
|
||||
Diluted
|
|
20,995
|
|
|
20,669
|
|
|
20,411
|
|
|
19,196
|
|
|
|
2014 quarter ended
(1)(5)
|
||||||||||||||
(in thousands, except per share data)
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
239,269
|
|
|
$
|
296,072
|
|
|
$
|
287,688
|
|
|
$
|
255,887
|
|
Gross profit
|
|
91,464
|
|
|
112,073
|
|
|
98,964
|
|
|
69,235
|
|
||||
Income (loss) before income taxes and non-controlling interests
|
|
43,201
|
|
|
58,225
|
|
|
45,867
|
|
|
(28
|
)
|
||||
Net income (loss)
|
|
40,146
|
|
|
54,732
|
|
|
43,115
|
|
|
(906
|
)
|
||||
Net income (loss) attributable to Altisource
|
|
39,631
|
|
|
54,101
|
|
|
42,287
|
|
|
(1,535
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.76
|
|
|
$
|
2.45
|
|
|
$
|
1.96
|
|
|
$
|
(0.08
|
)
|
Diluted
|
|
$
|
1.61
|
|
|
$
|
2.24
|
|
|
$
|
1.79
|
|
|
$
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
22,509
|
|
|
22,089
|
|
|
21,626
|
|
|
20,306
|
|
||||
Diluted
|
|
24,662
|
|
|
24,166
|
|
|
23,640
|
|
|
20,306
|
|
•
|
Review the processes related to the impairment assessment of long-lived and indefinite-lived assets
|
•
|
Enhance review controls relating to the review of impairment indicators of long-lived assets and the impairment analysis of indefinite-lived assets
|
•
|
Test and evaluate the design and operating effectiveness of the control procedures
|
•
|
Assess the effectiveness of the remediation plan
|
10.8
|
|
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)
|
|
|
|
10.9†
|
|
Altisource Portfolio Solutions S.A. 2009 Equity Incentive Plan, dated as of August 7, 2009 (incorporated by reference from Exhibit 10.8 to Amendment No. 1 to the Registration Statement on Form 10 of Altisource Portfolio Solutions S.A. as filed with the Commission on June 29, 2009)
|
|
|
|
10.10†
|
|
Employment Contract between Altisource Solutions S.à r.l. and William B. Shepro (incorporated by reference from Exhibit 10.9 to Amendment No. 1 to the Registration Statement on Form 10 of Altisource Portfolio Solutions S.A. as filed with the Commission on June 29, 2009)
|
|
|
|
10.11†
|
|
Employment Contract between Altisource Solutions S.à r.l. and Kevin J. Wilcox (incorporated by reference from Exhibit 10.11 to Amendment No. 1 to the Registration Statement on Form 10 of Altisource Portfolio Solutions S.A. 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 (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 (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)
|
|
|
|
10.16†
|
|
Employment Agreement dated March 13, 2012 between Altisource Solutions S.à r.l. and Michelle D. Esterman (incorporated by reference to Exhibit 10.1 of the Company’s 8-K as filed with the Commission on March 16, 2012)
|
|
|
|
10.17
|
|
Support Services Agreement, dated as of August 10, 2012, by and between Ocwen Mortgage Servicing, Inc. and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on August 16, 2012)
|
|
|
|
10.18†
|
|
First Amendment to the Employment Contract dated as of August 15, 2012 between Altisource Solutions S.à r.l. and William B. Shepro (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on August 20, 2012)
|
|
|
|
10.19†
|
|
First Amendment to the Employment Contract dated as of August 15, 2012 between Altisource Solutions S.à r.l. and Kevin J. Wilcox (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on August 20, 2012)
|
|
|
|
10.20
|
|
Services Agreement, dated as of October 1, 2012, by and between Ocwen Mortgage Servicing, Inc. and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on October 5, 2012)
|
|
|
|
10.21
|
|
Technology Products Services Agreement, dated as of October 1, 2012, by and between Ocwen Mortgage Servicing, Inc. and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on October 5, 2012)
|
|
|
|
10.22
|
|
Data Center and Disaster Recovery Agreement, dated as of October 1, 2012, by and between Ocwen Mortgage Servicing, Inc. and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on October 5, 2012)
|
|
|
|
10.23
|
|
Intellectual Property Agreement, dated as of October 1, 2012, by and between Ocwen Mortgage Servicing, Inc. and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed on October 5, 2012)
|
|
|
|
10.24
|
|
First Amendment to Support Services Agreement, dated as of October 1, 2012, by and between Ocwen Mortgage Servicing, Inc. and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed on October 5, 2012)
|
|
|
|
10.25
|
|
First Amendment to Services Agreement, dated as of October 1, 2012, by and between Ocwen Financial Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed on October 5, 2012)
|
|
|
|
10.26
|
|
First Amendment to Technology Products and Services Agreement, dated as of October 1, 2012, by and between Ocwen Financial Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K filed on October 5, 2012)
|
|
|
|
10.27
|
|
First Amendment to Data Center and Disaster Recovery Agreement, dated as of October 1, 2012, by and between Ocwen Financial Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K filed on October 5, 2012)
|
|
|
|
10.28
|
|
First Amendment to Intellectual Property Agreement, dated as of October 1, 2012, by and between Ocwen Financial Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K filed on October 5, 2012)
|
|
|
|
10.29
|
|
Credit Agreement, dated as of November 27, 2012, among Altisource Solutions S.à r.l., as borrower, the Company and certain of the Company’s wholly-owned subsidiaries, as guarantors, Bank of America, N.A., as Administrative Agent and Collateral Agent, Bank of America, N.A., Barclays Bank PLC and Citigroup Global Markets Inc., as Lead Arrangers and Barclays Bank PLC and Citigroup Global Markets Inc., as Co-Syndication Agents, and certain lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 3, 2012)
|
|
|
|
10.30
|
|
Support Services Agreement, dated as of December 21, 2012, between Altisource Residential Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 28, 2012)
|
|
|
|
10.31
|
|
Support Services Agreement, dated as of December 21, 2012, between Altisource Asset Management Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on December 28, 2012)
|
|
|
|
10.32
|
|
Tax Matters Agreement, dated as of December 21, 2012, between Altisource Residential Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on December 28, 2012)
|
|
|
|
10.33
|
|
Tax Matters Agreement, dated as of December 21, 2012, between Altisource Asset Management Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed on December 28, 2012)
|
|
|
|
10.34**
|
|
Master Services Agreement, dated as of December 21, 2012, between Altisource Residential Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed on December 28, 2012)
|
|
|
|
10.35
|
|
Trademark License Agreement, dated as of December 21, 2012, between Altisource Residential Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed on December 28, 2012)
|
|
|
|
10.36
|
|
Trademark License Agreement, dated as of December 21, 2012, between Altisource Asset Management Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K filed on December 28, 2012)
|
|
|
|
10.37
|
|
Technology Products Services Agreement, between Altisource Asset Management Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K filed on December 28, 2012)
|
|
|
|
10.38
|
|
Senior Unsecured Term Loan Agreement, dated as of December 27, 2012, among Altisource Solutions S.à r.l., as Lender, Ocwen Financial Corporation, as Borrower, and certain subsidiaries of Ocwen Financial Corporation, as Guarantors (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 31, 2012)
|
|
|
|
10.39
|
|
Second Amendment to Services Agreement, dated as of March 29, 2013, by and between Ocwen Financial Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 4, 2013)
|
|
|
|
10.40
|
|
Second Amendment to Technology Products Services Agreement, dated as of March 29, 2013, by and between Ocwen Financial Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on April 4, 2013)
|
|
|
|
10.41
|
|
Second Amendment to Data Center and Disaster Recovery Services Agreement, dated as of March 29, 2013, by and between Ocwen Financial Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on April 4, 2013)
|
|
|
|
10.42
|
|
Second Amendment to Intellectual Property Agreement, dated as of March 29, 2013, by and between Ocwen Financial Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed on April 4, 2013)
|
|
|
|
10.43
|
|
First Amendment to Services Agreement, dated as of March 29, 2013, by and between Ocwen Mortgage Servicing, Inc. and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed on April 4, 2013)
|
|
|
|
10.44
|
|
First Amendment to Technology Products Services Agreement, dated as of March 29, 2013, by and between Ocwen Mortgage Servicing, Inc. and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed on April 4, 2013)
|
|
|
|
10.45
|
|
First Amendment to Data Center and Disaster Recovery Services Agreement, dated as of March 29, 2013, by and between Ocwen Mortgage Servicing, Inc. and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K filed on April 4, 2013)
|
|
|
|
10.46
|
|
First Amendment to Intellectual Property Agreement, dated as of March 29, 2013, by and between Ocwen Mortgage Servicing, Inc. and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K filed on April 4, 2013)
|
|
|
|
10.47
|
|
Agreement, dated as of April 12, 2013, by and among Altisource Solutions S.à r.l., Ocwen Financial Corporation and Ocwen Mortgage Servicing, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 18, 2013)
|
|
|
|
10.48
|
|
Amendment No. 1 to Credit Agreement, dated as of May 7, 2013, among Altisource Solutions S.à r.l., as borrower, Altisource Portfolio Solutions S.A., Bank of America, N.A., as administrative agent and incremental term lender and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on May 13, 2013)
|
|
|
|
10.49
|
|
Amendment No. 2 to Credit Agreement, dated as of December 9, 2013, among Altisource Solutions S.à r.l., as borrower, Altisource Portfolio Solutions S.A., Bank of America, N.A., as Administrative Agent and the Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 11, 2013)
|
|
|
|
10.50
|
|
Amendment No. 3 to Credit Agreement, dated as of August 1, 2014, among Altisource Solutions S.à r.l., as borrower, Altisource Portfolio Solutions S.A., Bank of America, N.A., as Administrative Agent and incremental term lender and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on August 6, 2014)
|
|
|
|
10.51†
|
|
Form of Cash Retention Award Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 21, 2015)
|
|
|
|
10.52†
|
|
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on April 21, 2015)
|
|
|
|
10.53†
|
|
Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q filed on July 23, 2015)
|
|
|
|
10.54†
|
|
Consumer Analytics Division Equity Appreciation Rights Plan, made effective as of May 19, 2015 (incorporated by reference to Exhibit 10.4 of the Company’s Form 10-Q filed on July 23, 2015)
|
|
|
|
10.55†
|
|
Document Solutions Division Equity Appreciation Rights Plan, made effective as of May 19, 2015 (incorporated by reference to Exhibit 10.5 of the Company’s Form 10-Q filed on July 23, 2015)
|
|
|
|
10.56†
|
|
Marketplace Solutions Division Equity Appreciation Rights Plan, made effective as of May 19, 2015 (incorporated by reference to Exhibit 10.6 of the Company’s Form 10-Q filed on July 23, 2015)
|
|
|
|
10.57†
|
|
Consumer Analytics Division Equity Appreciation Rights Award Agreement between the Company and Mark J. Hynes, dated May 19, 2015 (incorporated by reference to Exhibit 10.7 of the Company’s Form 10-Q filed on July 23, 2015)
|
|
|
|
10.58†
|
|
Document Solutions Division Equity Appreciation Rights Award Agreement between the Company and Mark J. Hynes, dated May 19, 2015 (incorporated by reference to Exhibit 10.8 of the Company’s Form 10-Q filed on July 23, 2015)
|
|
|
|
10.59†
|
|
Marketplace Solutions Division Equity Appreciation Rights Agreement between the Company and Mark J. Hynes, dated May 19, 2015 (incorporated by reference to Exhibit 10.9 of the Company’s Form 10-Q filed on July 23, 2015)
|
|
|
|
10.60*†
|
|
Employment Agreement dated April 30, 2013 between Altisource Solutions S.à r.l. and Vivek Bhandari
|
|
|
|
10.61*†
|
|
Employment Agreement dated June 17, 2011 between Altisource Solutions S.à r.l. and Joseph A. Davila
|
|
|
|
10.62*†
|
|
Employment Agreement dated December 31, 2013 between Altisource Solutions S.à r.l. and Mark J. Hynes
|
|
|
|
10.63*†
|
|
Amended and Restated Employment Agreement effective as of October 1, 2014 between Altisource Solutions S.à r.l. and Gregory J. Ritts
|
|
|
|
21.1*
|
|
Subsidiaries of the Registrant.
|
|
|
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP).
|
|
|
|
31.1*
|
|
Section 302 Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a).
|
|
|
|
31.2*
|
|
Section 302 Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a).
|
|
|
|
32.1*
|
|
Certification of the Chief Executive Officer and Chief Financial Officer 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 year ended December 31, 2015 is formatted in XBRL interactive data files: (i) Consolidated Balance Sheets at December 31, 2015 and December 31, 2014; (ii) Consolidated Statements of Operations for each of the years in the three-year period ended December 31, 2015; (iii) Consolidated Statements of Equity for each of the years in the three-year period ended December 31, 2015; (iv) Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2015; (v) Notes to Consolidated Financial Statements; and (vi) Financial Statement Schedule.
|
|
|
|
*
|
Filed herewith
|
|
|
|
|
**
|
Portions of this exhibit have been redacted pursuant to a request for confidential treatment. The non-public information has been filed separately with the Securities and Exchange Commission.
|
|
|
|
|
†
|
Denotes management contract or compensatory arrangement
|
|
|
|
|
Additions
|
|
|
||||||||||||||
|
|
Balance at
|
|
|
|
Charged to
|
|
|
|
|
||||||||||
|
|
Beginning of
|
|
Charged to
|
|
Other Accounts
|
|
Deductions
|
|
Balance at
|
||||||||||
(in thousands)
|
|
Period
|
|
Expenses
|
|
Note (a)(b)
|
|
Note (c)(d)
|
|
End of Period
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deductions from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year 2015
|
|
$
|
22,675
|
|
|
$
|
5,514
|
|
|
$
|
(4
|
)
|
|
$
|
9,729
|
|
|
$
|
18,456
|
|
Year 2014
|
|
5,631
|
|
|
16,257
|
|
|
1,399
|
|
|
612
|
|
|
22,675
|
|
|||||
Year 2013
|
|
3,274
|
|
|
2,549
|
|
|
—
|
|
|
192
|
|
|
5,631
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Valuation allowance for deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year 2015
|
|
$
|
3,115
|
|
|
$
|
674
|
|
|
$
|
—
|
|
|
$
|
231
|
|
|
$
|
3,558
|
|
Year 2014
|
|
3,189
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
3,115
|
|
|||||
Year 2013
|
|
2,413
|
|
|
—
|
|
|
776
|
|
|
—
|
|
|
3,189
|
|
|
Altisource Portfolio Solutions S.A.
|
|
|
|
|
|
|
|
By:
|
/s/ William B. Shepro
|
|
|
Name:
|
William B. Shepro
|
|
Title:
|
Director and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
By:
|
/s/ Michelle D. Esterman
|
|
|
Name:
|
Michelle D. Esterman
|
|
Title:
|
Chief Financial Officer
|
|
|
(Principal Financial Officer and
Principal Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Timo Vättö
|
|
Chairman of the Board of Directors
|
|
March 15, 2016
|
Timo Vättö
|
|
|
|
|
|
|
|
|
|
/s/ William B. Shepro
|
|
Director and Chief Executive Officer
|
|
March 15, 2016
|
William B. Shepro
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ W. Michael Linn
|
|
Director
|
|
March 15, 2016
|
W. Michael Linn
|
|
|
|
|
|
|
|
|
|
/s/ Roland Müller-Ineichen
|
|
Director
|
|
March 15, 2016
|
Roland Müller-Ineichen
|
|
|
|
|
|
|
|
|
|
/s/ Michelle D. Esterman
|
|
Chief Financial Officer
|
|
March 15, 2016
|
Michelle D. Esterman
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
Name
|
|
Jurisdiction of incorporation or organization
|
|
|
|
|
|
Altisource Holdings S.à r.l.
|
|
Luxembourg
|
|
Altisource Solutions S.à r.l.
|
|
Luxembourg
|
|
Altisource Asia Holdings Ltd I
|
|
Mauritius
|
|
Altisource Business Solutions Private Limited
|
|
India
|
|
Altisource Portfolio Solutions, Inc.
|
|
Delaware
|
|
Altisource Fulfillment Operations, Inc.
|
|
Delaware
|
|
REALHome Services and Solutions, Inc.
|
|
Florida
|
|
Altisource Solutions, Inc.
|
|
Delaware
|
|
Altisource US Data, Inc.
|
|
Delaware
|
|
Springhouse, LLC
|
|
Missouri
|
|
Western Progressive – Nevada, Inc.
|
|
Delaware
|
|
Premium Title Services, Inc.
|
|
Florida
|
|
Premium Title Agency, Inc.
|
|
Delaware
|
|
Western Progressive – Arizona, Inc.
|
|
Delaware
|
|
Premium Title of California, Inc.
|
|
California
|
|
PTS – Texas Title, Inc.
|
|
Delaware
|
|
Nationwide Credit, Inc.
|
|
Georgia
|
|
Altisource Online Auction, Inc.
|
|
Delaware
|
|
Power Default Services, Inc.
|
|
Delaware
|
|
Beltline Road Insurance Agency, Inc.
|
|
Texas
|
|
Altisource Asset Acquisition, Inc.
|
|
Delaware
|
|
Owners Realty, Inc.
|
|
California
|
|
Hubzu USA, Inc.
|
|
Delaware
|
|
Hubzu Notes, LLC
|
|
Delaware
|
|
noteXchange, LLC
|
|
Delaware
|
|
Western Progressive Trustee, LLC
|
|
Delaware
|
|
Altisource Outsourcing Solutions S.R.L.
|
|
Uruguay
|
|
Altisource Holdings, LLC
|
|
Delaware
|
|
Altisource Single Family, Inc.
|
|
Delaware
|
|
Altisource Solutions B.V.
|
|
Netherlands
|
|
Altisource Business Solutions, Inc.
|
|
Philippines
|
|
The Mortgage Partnership of America, L.L.C.
|
|
Missouri
|
|
Equator, LLC
|
|
California
|
|
Altisource Real Estate Web Portal S.à r.l.
|
|
Luxembourg
|
|
Altisource Consumer Analytics S.à r.l.
|
|
Luxembourg
|
|
Altisource Mortgage Solutions S.à r.l.
|
|
Luxembourg
|
|
Altisource Spend Management S.à r.l.
|
|
Luxembourg
|
|
Altisource Business Solutions S.à r.l.
|
|
Luxembourg
|
|
Altisource Technology Solutions S.à r.l.
|
|
Luxembourg
|
|
Altisource Collaborative S.à r.l.
|
|
Luxembourg
|
|
Altisource Document Solutions S.à r.l.
|
|
Luxembourg
|
|
Association of Certified Originators
|
|
Nevada
|
|
Association of Certified Mortgage Originators Risk Retention Group, Inc.
|
|
Nevada
|
|
CastleLine Re, Inc.
|
|
Nevada
|
|
CastleLine Risk and Insurance Services, LLC
|
|
Nevada
|
|
CastleLine Holdings, LLC
|
|
Delaware
|
|
GoldenGator, LLC
|
|
Colorado
|
|
REIsmart, LLC
|
|
Colorado
|
|
Onit Solutions, LLC
|
|
Colorado
|
|
Altisource Access, Inc.
|
|
Delaware
|
|
Altisource Access CA, Inc.
|
|
Delaware
|
|
Western Progressive - Washington, Inc.
|
|
Washington
|
/s/
Deloitte and Touche LLP
|
|
Atlanta, Georgia
|
March 15, 2016
|
1.
|
I have reviewed this annual report on Form 10-K for the period ending
December 31, 2015
of Altisource Portfolio Solutions S.A.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 15, 2016
|
By:
|
/s/ William B. Shepro
|
|
|
|
William B. Shepro
|
|
|
|
Director and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K for the period ending
December 31, 2015
of Altisource Portfolio Solutions S.A.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 15, 2016
|
By:
|
/s/ Michelle D. Esterman
|
|
|
|
Michelle D. Esterman
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer and
Principal Accounting Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ William B. Shepro
|
|
By:
|
/s/ Michelle D. Esterman
|
|
William B. Shepro
|
|
|
Michelle D. Esterman
|
|
Director and Chief Executive Officer
|
|
|
Chief Financial Officer
|
|
(Principal Executive Officer)
|
|
|
(Principal Financial Officer and
Principal Accounting Officer)
|
|
March 15, 2016
|
|
|
March 15, 2016
|