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8-K/A - 8-K/A - Altisource Portfolio Solutions S.A.a14-3911_18ka.htm
EX-99.1 - EX-99.1 - Altisource Portfolio Solutions S.A.a14-3911_1ex99d1.htm
EX-23.1 - EX-23.1 - Altisource Portfolio Solutions S.A.a14-3911_1ex23d1.htm
EX-99.3 - EX-99.3 - Altisource Portfolio Solutions S.A.a14-3911_1ex99d3.htm

Exhibit 99.2

 

EQUATOR, LLC

 

Unaudited Financial Statements

 

As of September 30, 2013 and

for the Nine Months Ended September 30, 2013 and 2012

 



 

EQUATOR, LLC

Balance Sheet

(Dollars in thousands)

 

 

 

September 30, 2013

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

 

$

1,629

 

Accounts receivable, net of allowance for doubtful accounts of $139

 

14,506

 

Prepaid expenses and other current assets

 

643

 

Total current assets

 

16,778

 

 

 

 

 

Premises and equipment, net

 

3,688

 

 

 

 

 

Deposits and other assets

 

299

 

 

 

 

 

Total assets

 

$

20,765

 

 

 

 

 

LIABILITIES AND MEMBERS’ DEFICIT

 

 

 

 

 

 

 

Current liabilities:

 

 

 

Accounts payable

 

$

4,511

 

Accrued expenses and other liabilities

 

5,071

 

Deferred revenue

 

40,803

 

Capital leases, current portion

 

488

 

Total current liabilities

 

50,873

 

 

 

 

 

Capital leases, long-term portion

 

670

 

 

 

 

 

Members’ deficit

 

(30,778

)

Total liabilities and members’ deficit

 

$

20,765

 

 

See accompanying notes to the financial statements.

 

2



 

EQUATOR, LLC

Statements of Operations

(Dollars in thousands)

 

 

 

For the nine months ended
September 30,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Revenue

 

$

44,786

 

$

52,611

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

Cost of revenue

 

36,801

 

42,658

 

Selling, general and administrative expenses

 

12,409

 

13,590

 

Total costs and expenses

 

49,210

 

56,248

 

 

 

 

 

 

 

Loss from operations

 

(4,424

)

(3,637

)

 

 

 

 

 

 

Other income (expense), net

 

(38

)

(3

)

 

 

 

 

 

 

Loss before income tax expense

 

(4,462

)

(3,640

)

 

 

 

 

 

 

Income tax expense

 

(353

)

(50

)

 

 

 

 

 

 

Net loss

 

$

(4,815

)

$

(3,690

)

 

See accompanying notes to the financial statements.

 

3



 

EQUATOR, LLC

Statements of Members’ Deficit

(Dollars in thousands)

 

 

 

For the nine months ended
September 30,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Balance, beginning of period

 

$

(26,933

)

$

(12,378

)

 

 

 

 

 

 

Members’ contribution

 

1,000

 

 

 

 

 

 

 

 

Members’ distribution

 

(30

)

(10,520

)

 

 

 

 

 

 

Net loss

 

(4,815

)

(3,690

)

 

 

 

 

 

 

Balance, end of period

 

$

(30,778

)

$

(26,588

)

 

See accompanying notes to the financial statements.

 

4



 

EQUATOR, LLC

Statement of Cash Flows

(Dollars in thousands)

 

 

 

For the nine months
ended September 30,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(4,815

)

$

(3,690

)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

974

 

705

 

Bad debt expense

 

340

 

18

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(7,802

)

1,921

 

Other current and noncurrent assets

 

278

 

(114

)

Accounts payable

 

107

 

2,440

 

Accrued expenses and other liabilities

 

3,166

 

854

 

Deferred revenue

 

7,701

 

10,563

 

Net cash (used in) provided by operating activities

 

(51

)

12,697

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of premises and equipment

 

(64

)

(940

)

Net cash used in investing activities

 

(64

)

(940

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Principal payments on capital lease obligations

 

(264

)

 

Contributions from members

 

1,000

 

 

Distributions to members

 

(30

)

(10,520

)

Net cash provided by (used in) financing activities

 

706

 

(10,520

)

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

591

 

1,237

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

1,038

 

1,269

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

1,629

 

$

2,506

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

Income taxes paid

 

$

(353

)

$

(50

)

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

Capital expenditures funded by capital lease borrowings

 

$

1,064

 

$

426

 

 

See accompanying notes to the financial statements.

 

5



 

EQUATOR, LLC

Notes to Financial Statements

(Dollars in thousands)

 

NOTE 1 —BUSINESS

 

Equator, LLC (“Equator” or the “Company”), a California limited liability company, was formed in 2003. The Company is an industry leading marketplace and transaction solutions provider for the mortgage and real estate industries.  Equator’s solutions include EQ Workstation®, EQ Marketplace®, EQ Midsource® and EQ Portal™, which can be used a la carte or together as an end-to-end solution.  The EQ Workstation provides comprehensive, end-to-end workflow and transaction services to manage real estate related activities.  EQ Marketplace provides a coordinated means of purchasing a variety of real estate services from vendors including realtors, title, closing, inspection and valuation.  EQ Midsource allows users of EQ Workstation to outsource all or specific components of real estate related activities.  EQ Portal provides realtors direct access to process real estate transactions with secure exchange of data and documents along with realtor marketing, training and certification.

 

Transaction after September 30, 2013

 

On November 15, 2013, Altisource Solutions S.à r.l. acquired the all of the Company’s outstanding limited liability interests.  Altisource Solutions S.à r.l. is a wholly-owned subsidiary of Altisource Portfolio Solutions S.A.

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information.  Accordingly, these financial statements do not include all of the information and notes required by GAAP for complete financial statements.  In the opinion of management, the interim data includes all normal recurring adjustments considered necessary to fairly state the results for the interim periods presented.  The preparation of interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our interim financial statements, as well as the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.

 

These interim financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2012, which contains a summary of our significant accounting policies.  Certain footnote detail in the annual financial statements is omitted from the information included herein.

 

6



 

Allowance for Doubtful Accounts Receivable

 

The Company’s allowance for doubtful accounts was $139 at September 30, 2013.  The activities of the account for the nine months ended September 30, 2013 and 2012 are as follows:

 

 

 

For the nine months ended
September 30,

 

 

 

2013

 

2012

 

Balance, beginning of period

 

$

304

 

$

253

 

Bad debt expense charged to income

 

340

 

18

 

Accounts written-off

 

(505

)

(42

)

 

 

 

 

 

 

Balance, end of period

 

$

139

 

$

229

 

 

Capital Lease Obligations

 

The Company leases certain office equipment under capital lease agreements that expire in July 2015 and February 2016.  Related interest expense of $43 and $3 for the nine months ended September 30, 2013 and 2012, respectively, is included within other income (expense), net in the statements of operations.

 

Concentrations of Credit Risk

 

During the nine months ended September 30, 2013 and 2012, the Company’s top 10 customers accounted for 72% and 80% of the total revenue, respectively.  Two customers accounted for approximately 31% and 13% of revenue for the nine months ended September 30, 2013.  Two customers accounted for approximately 52% and 7% of revenue for the nine months ended September 30, 2012.

 

At September 30, 2013, these top 10 customers accounted for approximately 79% of the accounts receivable, net balance.  This includes two customers who accounted for approximately 37% and 25% of the accounts receivable, net balance.

 

Advertising Expense

 

For the nine months ended September 30, 2013 and 2012, advertising expense was $51 and $167, respectively.  Advertising expense is reflected as a component of selling, general and administrative expenses in the statements of operations.

 

NOTE 3 — MEMBERS’ DEFICIT

 

At September 30, 2013, Class A and Class B Adjusted Capital Account Deficits totaled $24,622 and $6,156, respectively.  Total distributions made to Members amounted to $30 and $10,520 during the nine months ended September 30, 2013 and 2012, respectively.  Total contributions made from Members amounted to $1,000 during the nine months ended September 30, 2013.  There were no contributions from Members during the nine months ended September 30, 2012.

 

7



 

NOTE 4 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

Prepaid expenses and other current assets at September 30, 2013 consist of the following:

 

Annual software licenses

 

$

490

 

Other prepaid expenses

 

98

 

Prepaid insurance

 

28

 

Other current assets

 

27

 

 

 

 

 

Prepaid expenses and other current assets

 

$

643

 

 

NOTE 5 — PREMISES AND EQUIPMENT, NET

 

Premises and equipment, net (including assets held under capital leases) at September 30, 2013 consist of the following:

 

Office equipment

 

$

4,199

 

Capitalized software

 

2,078

 

Furniture and fixtures

 

584

 

Leasehold improvements

 

432

 

 

 

7,293

 

Less: accumulated depreciation

 

(3,605

)

 

 

 

 

Premises and equipment, net

 

$

3,688

 

 

Depreciation expense for the nine months ended September 30, 2013 and 2012 was $974 and $705, respectively, and is reflected as a component of selling, general and administrative expenses in the statements of operations.

 

The gross amount of office equipment recorded under capital leases as of September 30, 2013 is $1,490.

 

NOTE 6 — ACCRUED EXPENSES AND OTHER LIABILITIES

 

Accrued expenses and other liabilities at September 30, 2013 consist of the following:

 

Payroll and payroll taxes

 

$

2,898

 

Vacation

 

1,269

 

Rent

 

688

 

Other

 

216

 

 

 

 

 

Accrued expenses and other liabilities

 

$

5,071

 

 

8



 

NOTE 7 — CAPITAL LEASE OBLIGATIONS

 

Future minimum lease payments under capital leases in effect at September 30, 2013 are as follows:

 

For the year ending December 31,

 

 

 

2013

 

$

134

 

2014

 

535

 

2015

 

498

 

2016

 

64

 

Total minimum lease payments

 

1,231

 

Less amounts representing interest

 

(73

)

 

 

 

 

Present value of capital lease obligations

 

$

1,158

 

 

NOTE 8 — EMPLOYEE BENEFIT PLAN

 

Contribution expenses related to the 401(k) defined contribution plan for the nine months ended September 30, 2013 and 2012 totaled $431 and $365, respectively.  Contribution expenses are reflected as a component of cost of revenue and selling, general and administrative expenses in the statements of operations.

 

NOTE 9 — SUBSEQUENT EVENT

 

Management has evaluated subsequent events from the balance sheet date through January 30, 2014, the date at which these financial statements were issued, and determined there are no items to disclose, other than the information disclosed in Note 1, Transaction after September 30, 2013.

 

9