UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
   
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,June 30, 2009
or
   
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from:                    to                    
Commission File Number: 1-34354
Altisource Portfolio Solutions S.A.
 
(Exact name of registrant as specified in its charter)
   
Luxembourg Not Applicable
   
(State or other jurisdiction
of incorporation or organization)
 (I.R.S. Employer
Identification No.)
2-8 Avenue Charles de Gaulle, L-1653 Luxembourg
Grand Duchy of Luxembourg, R.C.S. Luxembourg: B 72 391

 
(Address of principal executive offices) (Zip Code)
(407) 737-5419

 
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yeso Noþ
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yeso Noþ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
       
Large accelerated filero Accelerated filero Non-accelerated filerþSmaller reporting companyo

(Do not check if a smaller reporting company)
 Smaller reporting companyo
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
 
 

 


 

ALTISOURCE PORTFOLIO SOLUTIONS S.à r.l.S.A.
FORM 10-Q
INDEX
     
  Page
    
 
    
 
  2 
 
  3 
 
  4 
 
  5 
 
  6 
 
  13 
 
  2629 
 
    
 
  2730 
 
  2730 
 
  27
 
  30 
 
  31 
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2

1


PART 1 — FINANCIAL INFORMATION
ITEM 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
ALTISOURCE PORTFOLIO SOLUTIONS S.à r.l.S.A.
COMBINED CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in thousands, except share data)
                
 March 31, December 31,  June 30, December 31, 
 2009 2008  2009 2008 
Assets
  
Current assets:  
Cash $5,249 $6,988  $12,205 $6,988 
Accounts receivable, net 9,719 9,077  11,650 9,077 
Prepaid expenses and other current assets 2,510 3,021  2,474 3,021 
Due from affiliates 4,700  
Deferred tax asset, net  268   268 
          
Total current assets 22,178 19,354  26,329 19,354 
  
Premises and equipment, net 8,640 9,304  8,062 9,304 
Intangible assets, net 35,754 36,391  35,055 36,391 
Goodwill 10,631 11,540  9,722 11,540 
Other assets 86 86  91 86 
          
Total assets $77,289 $76,675  $79,259 $76,675 
          
  
Liabilities and Invested Equity
  
  
Current liabilities:  
Accounts payable and accrued expenses $4,965 $4,767  $5,320 $4,767 
Capital lease obligations — current 812 916  629 916 
Line of credit and other secured borrowings  1,123   1,123 
Current deferred tax liability, net 165   209  
Other current liabilities 5,672 6,213  5,311 6,213 
          
Total current liabilities 11,614 13,019  11,469 13,019 
  
Capital lease obligations — non current 313 440  182 440 
Deferred tax liability, net 2,390 2,670  2,089 2,670 
  
Commitments and contingencies (Note 6)  
  
Stockholder’s Equity  
Common stock, EUR 25 par value; 263,412 shares authorized, issued and outstanding 6,059 6,059 
Common stock, $1.00 par value; 100,000,000 shares authorized, 9,341,907 shares issued and outstanding 9,342 6,059 
Invested equity 56,913 54,487  56,177 54,487 
          
Total stockholder’s equity 62,972 60,546  65,519 60,546 
          
Total liabilities and stockholder’s equity $77,289 $76,675  $79,259 $76,675 
          
The accompanying notes are an integral part of these combined consolidated financial statements.

2


ALTISOURCE PORTFOLIO SOLUTIONS S.à r.l.S.A.
COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Dollars in thousands)
                        
 For the three months ended March 31,  Three Months Six Months 
 2009 2008 2009 2008 
For the periods ended June 30, 
 2009 2008 
Revenue $42,619 $42,548  $49,803 $40,868 $92,422 $83,416 
Cost of revenue 28,003 29,676  30,349 30,033 58,352 59,709 
              
Gross profit 14,616 12,872  19,454 10,835 34,070 23,707 
  
Selling, general and administrative expenses 7,478 7,389  8,673 6,754 16,151 14,143 
              
Income from operations 7,138 5,483  10,781 4,081 17,919 9,564 
  
Other income (expense), net  
Interest income  13   1  14 
Interest expense  (614)  (683)  (796)  (654)  (1,410)  (1,337)
Other, net  (5) 11  24  (4) 19 7 
              
Total other income (expense), net  (619)  (659)  (772)  (657)  (1,391)  (1,316)
              
  
Income before income taxes 6,519 4,824  10,009 3,424 16,528 8,248 
Income tax provision  (2,080)  (1,354)  (2,994)  (961)  (5,074)  (2,315)
              
 
Net income $4,439 $3,470  $7,015 $2,463 $11,454 $5,933 
              
  
Transactions with related parties included above:  
Revenue $20,165 $16,794  $24,342 $16,496 $44,507 $33,290 
              
Selling, general and administrative expenses $1,943 $2,191  $1,843 $879 $3,786 $3,070 
              
Interest expense $(569) $(609) $(528) $(557) $(1,097) $(1,166)
              
The accompanying notes are an integral part of these combined consolidated financial statements.

3


ALTISOURCE PORTFOLIO SOLUTIONS S.à r.l.S.A.
COMBINED CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY

FOR THE THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2009 (Unaudited)

(Dollars in thousands)
                
 Common Stock Invested Equity  Common Stock Invested Equity 
Balance at December 31, 2008
 $6,059 $54,487  $6,059 $54,487 
Share issuance due to conversion to a Luxembourg société anonyme 3,283  (3,283)
Net income  4,439   11,454 
Net transfers to parent   (2,013)   (6,481)
          
Balance at March 31, 2009
 $6,059 $56,913 
Balance at June 30, 2009
 $9,342 $56,177 
          
The accompanying notes are an integral part of these combined consolidated financial statements.

4


ALTISOURCE PORTFOLIO SOLUTIONS S.à r.l.S.A.
COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars in thousands)
                
 For the three months ended March 31,  For the six months ended June 30, 
 2009 2008  2009 2008 
Cash flows from operating activities
  
Net income $4,439 $3,470  $11,454 $5,933 
  
Adjustments to reconcile net income to net cash from operating activities  
Depreciation and amortization 1,435 1,763  2,795 3,765 
Amortization of intangible assets 637 666  1,336 1,295 
Deferred income taxes, net 153    (104)  
Changes in operating assets and liabilities:  
Accounts receivable, net  (642) 5,795   (2,573) 1,973 
Prepaid expenses and other current assets 511 53  547 246 
Due from affiliates  (4,700)  
Other assets  19   (5) 19 
Accounts payable and accrued expenses 198  (879) 553  (3,455)
Other current liabilities  (541) 1,096   (902) 1,205 
          
Net cash flow from operating activities 1,490 11,983  13,101 10,981 
  
Cash flows from investing activities
  
Additions to premises and equipment, net  (771)  (266)  (1,553)  (770)
          
Net cash flow from investing activities  (771)  (266)  (1,553)  (770)
  
Cash flows from financing activities
  
Repayment of short-term borrowings   (147)   (147)
Principal payments on capital lease obligations  (231)  (439)  (545)  (1,042)
Payments of line of credit  (1,123)    (1,123)  
Net distribution to Parent  (1,104)  (12,108)  (4,663)  (9,993)
          
Net cash flow from financing activities  (2,458)  (12,694)  (6,331)  (11,182)
          
  
Net decrease in cash  (1,739)  (977)
Net increase (decrease) in cash 5,217  (971)
  
Cash at beginning of period 6,988 5,688  6,988 5,688 
          
Cash at end of period $5,249 $4,711  $12,205 $4,717 
          
 
Supplemental schedule of non-cash investing and financing activities
 
Increase in common stock due to the Company’s conversion to a Luxembourg société anonyme $3,283 $ 
     
The accompanying notes are an integral part of these combined consolidated financial statements.

5


ALTISOURCE PORTFOLIO SOLUTIONS S.à r.l.S.A.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)
NOTE 1 DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SEPARATION
Description of Business
     Altisource Portfolio Solutions S.à r.l.S.A. (“Altisource” or the “Company”), together with its subsidiaries, provides real estate mortgage portfolio management and related technology products andas well as asset recovery and customer relationship management services. Altisource was incorporated under the laws of Luxembourg on November 4, 1999 as Ocwen LuxembourgS.àr.l., renamed Altisource Portfolio Solutions S.à r.l. on May 12, 2009 and is planned to be converted into Altisource Portfolio Solutions S.A. (“Restructuring”on June 5, 2009 (the “Conversion”). Altisource filed a Registration Statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2009, as amended (the “Registration Statement”) and has appliedbeen approved to list its common stock on the The NASDAQ Stock Market LLC under the symbol “ASPS.” The distribution of Altisource shares currently is scheduled to occur on August 10, 2009. Except as otherwise indicated or unless the context otherwise requires, “Altisource,” “we,” “us,” “our” and the “Company” refer to Altisource Portfolio Solutions S.à r.l.S.A., a Luxembourg privatesociété anonyme, or public limited liability company, and its subsidiaries.
     We manage our operations through three reportable segments: Through our Mortgage Services business, we provide residential mortgage origination and default management services including due diligence, underwriting, valuation, real estate sales, default processing services, property inspection and preservation services, homeowner outreach, closing and title services and knowledge process outsourcing services. Through our Financial Services business, we provide asset recovery management and customer relationship management services primarily to the financial services, consumer products, telecommunications and utilities industries. Through our Technology Products business, we provide technology products and services to the mortgage industry including our proprietary REAL suite of applications that provide production applications and support to servicing and origination businesses.
Basis of Presentation
     The combined consolidated financial statements present the historical results of operations, assets and liabilities attributable to the Altisource businesses. These financial statements have been prepared on a “carve-out” basis from Ocwen Financial Corporation (“Ocwen” or “Parent’) and, because a direct ownership relationship did not exist among the various units comprising the Altisource business, combine and do not consolidate Altisource Portfolio Solutions S.à r.l.S.A. and its subsidiaries with Ocwen’s wholly-owned subsidiariessubsidiaries. These include Altisource U.S. Holdings, Inc. (formerly NCI Holdings, Inc. (“NCI”)Inc); Nationwide Credit, Inc. (a wholly-owned subsidiary of NCI); Premium Title Services, Inc., REALHome Services and Solutions, Inc.; Portfolio Management Outsourcing Solutions, LLC; and Western Progressive Trustee LLC. Once Ocwen contributes the subsidiaries to Altisource Portfolio Solutions S.à r.l.S.A. (the “Restructuring”), we will present these financial statements will be presented on a consolidated and not combined basis. Per share data have not been presented since these financial statements are prepared on a combined basis.
     Within these financial statements, entities that are part of Ocwen’s consolidated results of operations, but are not part of Altisource as defined above, are referred to as “related entities”. These combined consolidated financial statements also reflect the capital structures of the each of the combined subsidiaries. To the extent that an asset, liability, revenue or expense is directly associated with the Company, it is reflected in the accompanying combined consolidated financial statements. The Company eliminates from its financial results all intercompany transactions between entities included in the combination.
     These combined consolidated financial statements also include allocations of expenses from Ocwen. Ocwen currently provides certain corporate functions to Altisource, including business insurance, medical insurance and employee benefit plan expensesexpense and allocations for certain centralized administration costs for executive management, treasury, real estate, accounting, auditing, tax, risk management, internal audit, human resources and benefits administration. We determined these allocations using proportional cost allocation methods including the use of relevant operating profit, fixed assets, sales and payroll measurements. Specifically, personnel and all associated costs, including compensation, benefits, occupancy and other costs, are allocated based on the estimated percentage of time spent by the individual in the various departments. External costs such as audit fees, legal fees, business insurance and other are allocated based on a combination of the sales, fixed assets and operating profits of the department, whichever is most appropriate given the nature of the expense.
     The Company eliminates from its financial results all intercompany transactions between entities included in the combination. The combined consolidated financial statements may not be indicative of the Company’s future performance and do not necessarily reflect what its combined consolidated results of operations, financial position and cash flows would have been had the Company operated as an independent company during the periods

6


ALTISOURCE PORTFOLIO SOLUTIONS S.à r.l.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
presented. For instance, Altisource expects to incur costs in excess of those allocated by Ocwen for maintaining a separate Board of Directors, obtaining a separate audit, relocating certain executive management and hiring additional personnel to operate separate from Ocwen. The charges for these functions are included primarily in “Selling, general and

6


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
administrative expenses” in the combined consolidated statements of operations. In addition, Ocwen has allocated interest expense to us based upon our portion of assets to Ocwen’s total assets which is reflected as “Interest expense” in the combined consolidated statements of operations.
     Management believes such allocations are reasonable; however, they may not be indicative of the actual expense that would have been incurred had the Company been operating as an independent company for the periods presented. To the extent that an asset, liability, revenue or expense is directly associated with the Company, it is reflected in the accompanyingThe combined consolidated financial statements.statements also do not necessarily reflect what the Company’s combined consolidated results of operations, financial position and cash flows would have been had the Company operated as an independent company during the periods presented. For instance, Altisource expects to incur costs in excess of those allocated by Ocwen for maintaining a separate Board of Directors, obtaining a separate audit, relocating certain executive management and hiring additional personnel to operate separate from Ocwen.
     We have prepared our combined consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete combined consolidated financial statements. In the opinion of management, all normal recurring adjustments considered necessary to fairly state the results for the interim periods presented have been included. The preparation of combined consolidated 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 combined consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Our combined consolidated financial statements should be read in conjunction with our combined consolidated financial statements and notes for the year ended December 31, 2008 contained in our Registration Statement on Form 10 filed with the SEC.
Separation
     In November 2008, the Board of Directors of Ocwen authorized the pursuit of a plan to separate, through a tax free spin-off, the majority of the operations of the knowledge process outsourcing business currently known as the Ocwen Solutions business, into a separate public company (the “Separation”). As ofThe Company anticipates that the date ofSeparation will occur on August 10, 2009 (the “Separation Date”). Prior to the Separation Date, Ocwen will contribute to Altisource the business operations of Ocwen not already included in Altisource. Altisource also has business operations that will remain with Ocwen after the Separation, and we will distribute those operations to Ocwen as of the date of the Separation.Separation Date. The operations of BMS Holdings, Inc., an equity investment which Ocwen refers to as BMS, and Global Servicing Solutions, LLC, a majority owned consolidated investment which Ocwen refers to as GSS, will remain with Ocwen after the Separation. As the operations of these businesses are not similar to our business, are managed and financed autonomously and do not share common offices with Altisource, we have excluded them from these combined consolidated financial statements. We intend for the Separation to be a tax-free spin-off for United States federal income tax purposes. The Separation is subject to certain conditions including but not limited to confirmation of the tax-free treatment of the spin-off, necessary regulatory approvals, any required lender counterparty consents and final approval by the Ocwen Board of Directors.
     In connection with the Separation, Ocwen will distribute all of the Altisource common stock to Ocwen’s shareholders (the “Distribution”). Ocwen’s stockholders will receive one share of Altisource common stock for every three shares of Ocwen common stock held as of the dateAugust 4th Record Date. In addition, holders of Ocwen’s 3.25% Contingent Convertible Unsecured Senior Notes due 2024 will receive one share of Altisource common stock deemed held on an as if converted basis. For such notes, the Separation (the “Separation Date”).conversion ratio of 82.1693 shares of Ocwen common stock for every $1 in aggregate principal amount of notes held on the Record Date will be calculated first and then we will apply the distribution ratio of one share of Altisource common stock for every three shares of Ocwen common stock on an as converted basis to determine the number of shares each note holder will receive.
     Altisource and Ocwen also will enter into various agreements that address the allocation of assets and liabilities between them and that define their relationship after the Separation including a separation agreement, a tax matters agreement, an employee matters agreement, an intellectual property agreement, a data center and disaster recovery agreement, a transition services agreement and certain long-term servicing contracts (collectively, the “Agreements”). Assuming final approvals are obtained, Ocwen currently is targeting a Separation Date

7


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in the third quarter of 2009.thousands)
Foreign Currency Translation
     Where the functional currency is not the U.S. dollar, we translate assets and liabilities of foreign entities into U.S. dollars at the current rate of exchange existing at the balance sheet date and revenues and expenses at average monthly rates. We include the resulting translation adjustments as a component of invested equity. Where the

7


ALTISOURCE PORTFOLIO SOLUTIONS S.à r.l.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
functional currency of a foreign entity is the U.S. dollar, re-measurement adjustments are included in the results of operations. Such adjustments were not material for any period presented.
NOTE 2 NEW ACCOUNTING PRONOUNCEMENTS
     In December 2007, the Financial Accounting Standards Board (“FASB”) issuedStatement of Financial Accounting Standards (“SFAS”) No. 141 (R)141(R), “Business Combinations — a replacement of FASB Statement No. 141”(“SFAS No. 141(R)”).SFAS No. 141(R) modifies certain elements of the acquisition method of accounting used for all business combinations. The statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at the full amounts of their fair values, with limited exceptions specified in the statement. If the business combination is achieved in stages (a step acquisition), an acquirer also is required to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values. The statement requires the acquirer to recognize restructuring and acquisition costs separately from the business combination. The statement also requires the disclosure of information necessary to understand the nature and effect of the business combination. This guidance was amended further by FASB Staff Position (“FSP”) no. FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies”that was issued in April 2009. The FSP requires that contingences acquired in a business combination be recognized at fair value on the acquisition date if fair value can be reasonably estimated during the allocation period. The FSP also requirerequires that an acquirer disclose information that enables users of its financial statements to evaluate the nature and financial effects of a business combination that occurs either during the current reporting period or after the reporting period but before the financial statements are issued. The adoption of SFAS No. 141(R) and the related FSP on January 1, 2009 did not have an impact on our combined consolidated balance sheets or statements of operations.
     SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements-an Amendment of ARB No. 51.” The FASB issued SFAS No. 160 on December 4, 2007. The statement establishes new accounting and reporting standards for a non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a non-controlling interest (minority interest) as equity in the consolidated financial statements separate from the invested equity. The amount of net income attributable to the non-controlling interest will be included in consolidated net income on the face of the income statement. The statement clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, when a subsidiary is deconsolidated, this statement requires that a parent recognize a gain or loss in net income based on the fair value of the entire entity, irrespective of any retained ownership, on the deconsolidation date. Such a gain or loss will be measured using the fair value of the non-controlling equity investment on the deconsolidation date. The adoption of SFAS No. 160 on January 1, 2009 did not have an impact on our combined consolidated balance sheets or statements of operations.
     SFAS No. 165, “Subsequent Events.”The FASB issued SFAS No. 165 on May 28, 2009. TheThis statement, which we adopted during the quarter ended June 30, 2009, introduces the concept of financial statements being available to be issued andissued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. SFAS No. 165date, that is, effective for reporting periods ending after June 15, 2009. The Company has not yet determinedwhether that date represents the impact, if any,date the financial statements were issued or were available to be issued. A public entity is required to evaluate subsequent events through the date that the implementation of SFAS No. 165 will have on its combined consolidated financial statements.statements are issued. This statement did not result in changes in the subsequent events that we report, either through recognition or disclosure, in our financial statements upon adoption.
NOTE 3 RELATED PARTY TRANSACTIONS
     Altisource historically has conducted business with Ocwen and its subsidiaries. Concurrent with the Separation, we will enter into a transition services agreement under which Ocwen will provide to Altisource, and vice versa,

8


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
certain short term transition services, such as human resources, vendor management, corporate services, six sigma activities, quality assurance, quantitative analytics, treasury, accounting, risk management, legal, strategic planning, compliance and other areas. These agreements will go into effect at the time provided in such agreements.
     We recorded the revenues we earned from Ocwen based on our expectations of costs for providing such services in our historical results of operations for all periods up to the end of the first quarter of 2008. We recorded

8


ALTISOURCE PORTFOLIO SOLUTIONS S.à r.l.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
the revenues we earned from Ocwen since the beginning of the second quarter of 2008 at rates we believe to be market rates as they are consistent with one or more of the following: the fees we charge to other customers for comparable services; the rates Ocwen pays to other service providers; fees commensurate with market surveys prepared by unaffiliated firms: and prices being charged by our competitors. This change resulted in additional revenues of approximately $664 more in the first quarter of 2009 than we would have recorded under our former cost-based method. These revised rates are materially consistent with the rates we will charge Ocwen under the various long-term servicing contracts into which we will enter in connection with the Separation.
     Altisource currently provides Ocwen and its subsidiaries with the following services:
   
Mortgage Services Mortgage ServicesTechnology Products
- valuation services - residential loan servicing software
- residential due diligence - vendor management and order fulfillment software
- residential fulfillment support services - default resolution services
- real estate management and sales - IT infrastructure support
- property inspection and preservation services - invoice presentment and payment software
- closing and title services - commercial loan servicing software
- homeowner outreach Financial Services
- trustee foreclosure services 
Technology Products
- residential loan servicing software
- vendor management and order fulfillment software
- default resolution services
- IT infrastructure support
- invoice presentment and payment software
- commercial loan servicing software
Financial Services
- mortgage charge-off and deficiency collections
Due from affiliates
     Historically, Ocwen has managed the majority of the consolidated company’s financing activities centrally in order to optimize its costs of funding and financial flexibility at a corporate level. In March 2009, Ocwen borrowed $4,700 from an Altisource subsidiary on a short-term basis with interest based on LIBOR plus one percent. We reflect this balance in Due from affiliates in our combined consolidated balance sheet as Ocwen’s intent when the loan was initiated was to repay the amount within 90 days of originating the loan. Ocwen repaid the amount in full in May 2009.
Allocation of Corporate Costs
     We have recorded the costs of certain services that Ocwen has provided to the Company in these financial statements including charges for services such as business insurance, medical insurance and employee benefit plan expenses and allocations for certain centralized administration costs for treasury, real estate, accounting, auditing, tax, risk management, internal audit, human resources and benefits administration. Ocwen determined these allocations of centralized administration costs using proportional cost allocation methods including use of relevant operating profit, fixed assets, sales and payroll measurements. We include allocated costs in selling, general and administrative expenses in the combined consolidated statements of operations and within invested equity in the combined consolidated balance sheets. The allocation of corporate costs was $1,943$1,843 and $2,192$879 for the quartersthree months ended March 31,June 30, 2009 and March 31,2008, respectively and was $3,786 and $3,070 for the six months ended June 30, 2009 and 2008, respectively. These costs represent management’s allocation of the costs incurred. However, these amounts may not be representative of the costs necessary for the Company to operate as a separate standalone company. We reflect costs paid by Ocwen on behalf of the Company in “net transfers to parent” in the combined consolidated statements of stockholder’s equity.
     In addition, Altisource recognized $1.85 million of Separation related expenses in the second quarter that were paid for by Ocwen. All previous costs in connection with the Separation incurred prior to the second quarter of 2009 were recognized by Ocwen.
NOTE 4 LINE OF CREDIT AND OTHER SECURED BORROWINGS
     Our debt consisted of the following:
                    
 Unused Balance at  Balance at 
 Borrowing March 31, December 31,  June 30, December 31, 
Description Capacity 2009 2008  2009 2008 
Line of credit maturing July 2011 $4,096 $ $1,123  $ $1,123 
   
Current portion of line of credit and other secured borrowings  1,123   1,123 
          
Long-term portion $ $  $ $ 
          

9


ALTISOURCE PORTFOLIO SOLUTIONS S.à r.l.S.A.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
     In July 2008, NCI entered into a revolving secured credit agreement with a financial institution that providesprovided for borrowings of up to $10,000 through July 2011. Interest on the borrowings is based on either a rate of LIBOR plus two percent that is fixed for a period of 1, 3, 6 or 12 months, or a floating rated based on the prime rate less one percent, all as elected by NCI when the borrowing is made. All borrowings outstanding on December 31, 2008 were floating rate advances with an interest rate of 2.25%. No borrowings were outstanding on March 31, 2009. Substantially all of NCI’s assets, which comprise substantially all of the assets in our Financial Services segment, arewere pledged as collateral for this credit agreement. The agreement limits these borrowings to 85% of eligible accounts receivable, as defined in the agreement. The agreement contains financial covenants that reset annually and that require minimum adjusted pre-tax income levels for NCI as defined in the agreement that primarily require NCI to maintain a positive adjusted pre-tax income. We are in compliance with all financial covenants.
     In February 2009, we amended the agreement to make favorable modifications to the financial covenants for 2009 and agreed to increase the interest rate on the floating rate advances to prime plus 1.25%. On June 23, 2009 the Company terminated the agreement. There were no borrowings outstanding on the line of credit since the Company repaid the balance in full in January 2009.
NOTE 5 BUSINESS SEGMENT REPORTING
     Our business segments reflect the internal reporting that we use to evaluate operating performance and to assess the allocation of our resources by our chief operating decision maker. Our segments are based upon our organizational structure which focuses primarily on the products and services offered.
     We conduct our operations through three reporting segments and corporate. A brief description of our business segments are as follows:
     Mortgage Servicesincludes due diligence, valuation, real estate sales, default processing services, property inspection and preservation services, homeowner outreach, closing and title services and knowledge process outsourcing services. Mortgage Services supports mortgage originators and servicers, insurance companies, hedge funds and commercial banks. Our services span the lifecycle of a mortgage loan from origination through the disposition of real estate owned properties.
     Financial ServiceServicesprovides asset recovery and customer relationship management services principally to the financial services, consumer products, telecommunications and utilities industries.
     Technology Productsconsists of products and services utilized in the mortgage industry including our REAL suite of applications that provide technology products to serve the needs of servicing and origination businesses. Our offerings include commercialresidential and residentialcommercial loan servicing and loss mitigation software, vendor management and a patented vouchless payable system and information technology solutions to manage and oversee payments to large-scale vendor networks.
     Corporate Items and Other.For the 2008 periods reported here, we have included only intercompany eliminations in Corporate Items and Other. Ocwen allocated interest income and expense to each business segment for funds raised or funding of investments made. Beginning with the second quarter of 2009, Altisource began paying the expenses relating to the Separation, and we reflected these expenses in Corporate Items and Other. Ocwen also allocated expenses generated by corporate support services to each business segment.
     Financial information for our segments is as follows:
                         
              Corporate      Business 
  Mortgage  Financial  Technology  Items and  Corporate  Segments 
  Services  Services  Products  Other  Eliminations  Consolidated 
For the three months ended June 30, 2009
                        
Revenue $24,020  $16,469  $12,109  $  $(2,795) $49,803 
Cost of revenue  13,369   13,810   5,965      (2,795)  30,349 
                   
Gross profit  10,651   2,659   6,144         19,454 
Selling, general and administrative expenses  1,957   3,748   1,118   1,850      8,673 
                   
Income (loss) from operations  8,694   (1,089)  5,026   (1,850)     10,781 
Other income (expense), net  (10)  (647)  (115)        (772)
                   
Income (loss) before income taxes $8,684  $(1,736) $4,911  $(1,850) $  $10,009 
                   
Depreciation and amortization $  $646  $714  $  $  $1,360 
                   
                         
Amortization of intangibles $  $699  $  $  $  $699 
                   

10


ALTISOURCE PORTFOLIO SOLUTIONS S.à r.l.S.A.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
     Financial information for our segments is as follows:
                         
              Corporate      Business 
  Mortgage  Financial  Technology  Items and  Corporate  Segments 
  Services  Services  Products  Other  Eliminations  Consolidated 
For the three months ended June 30, 2008
                        
Revenue $13,358  $19,030  $12,410  $  $(3,930) $40,868 
Cost of revenue  9,035   16,502   8,426      (3,930)  30,033 
                   
Gross profit  4,323   2,528   3,984         10,835 
Selling, general and administrative expenses  754   4,627   1,373         6,754 
                   
Income (loss) from operations  3,569   (2,099)  2,611         4,081 
Other income (expense), net  (9)  (494)  (154)        (657)
                   
Income (loss) before income taxes $3,560  $(2,593) $2,457  $  $  $3,424 
                   
                         
Depreciation and amortization $  $848  $1,154  $  $  $2,002 
                   
Amortization of intangibles $  $629  $  $  $  $629 
                   
                         
For the six months ended June 30, 2009
                        
Revenue $41,720  $33,787  $22,682  $  $(5,767) $92,422 
Cost of revenue  23,780   27,879   12,460      (5,767)  58,352 
                   
Gross profit  17,940   5,908   10,222         34,070 
Selling, general and administrative expenses  3,675   7,830   2,796   1,850      16,151 
                   
Income (loss) from operations  14,265   (1,922)  7,426   (1,850)     17,919 
                         
Other income (expense), net  (23)  (1,115)  (253)        (1,391)
                   
Income (loss) before income taxes $14,242  $(3,037) $7,173  $(1,850) $  $16,528 
                   
                         
Depreciation and amortization $3  $1,291  $1,501  $  $  $2,795 
                   
Amortization of intangibles $  $1,336  $  $  $  $1,336 
                   
                         
For the six months ended June��30, 2008
                        
Revenue $28,559  $38,529  $22,894  $  $(6,566) $83,416 
Cost of revenue  19,430   31,267   15,578      (6,566)  59,709 
                   
Gross profit  9,129   7,262   7,316         23,707 
Selling, general and administrative expenses  2,395   8,870   3,103      (225)  14,143 
                   
Income (loss) from operations  6,734   (1,608)  4,213      225   9,564 
Other income (expense), net  (37)  (962)  (92)     (225)  (1,316)
                   
Income (loss) before income taxes $6,697  $(2,570) $4,121  $  $  $8,248 
                   
                         
Depreciation and amortization $27  $1,313  $2,425  $  $  $3,765 
                   
Amortization of intangibles $  $1,295  $  $  $  $1,295 
                   
                         
Total Assets
                        
June 30, 2009 $4,633  $61,334  $8,502  $4,790  $  $79,259 
                   
                         
December 31, 2008 $3,361  $59,744  $8,836  $4,734  $  $76,675 
                   
                         
June 30, 2008 $2,819  $63,891  $11,421  $4,719  $  $82,850 
                   

11


ALTISOURCE PORTFOLIO SOLUTIONS S.A.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
                     
                  Business 
  Mortgage  Financial  Technology  Corporate Items  Segments 
  Services  Services (2)  Products  and Other(1)  Consolidated 
At or for the quarter ended:
                    
March 31, 2009
                    
Revenue $17,700  $17,318  $10,573  $(2,972) $42,619 
Cost of revenue  10,411   14,069   6,495   (2,972)  28,003 
                
Gross profit  7,289   3,249   4,078      14,616 
Selling, general and administrative expenses  1,718   4,082   1,678      7,478 
                
Income (loss) from operations  5,571   (833)  2,400      7,138 
Other income (expense), net  (13)  (468)  (138)     (619)
                
Income (loss) before income taxes $5,558  $(1,301) $2,262  $  $6,519 
                
Total assets $3,426  $60,682  $8,419  $4,762  $77,289 
                
Depreciation and amortization $3  $645  $787  $  $1,435 
                
Amortization of intangibles $  $637  $  $  $637 
                
                     
                  Business 
  Mortgage  Financial  Technology  Corporate Items  Segments 
  Services  Services (2)  Products  and Other(1)  Consolidated 
March 31, 2008
                    
 
Revenue $15,201  $19,499  $10,484  $(2,636) $42,548 
Cost of revenue  10,395   14,765   7,152   (2,636)  29,676 
                
Gross profit  4,806   4,734   3,332      12,872 
Selling, general and administrative expenses  1,641   4,243   1,730   (225)  7,389 
                
Income (loss) from operations  3,165   491   1,602   225   5,483 
Other income (expense), net  (28)  (468)  62   (225)  (659)
                
Income (loss) before income taxes $3,137  $23  $1,664  $  $4,824 
                
Total assets $3,068  $63,780  $10,794  $4,713  $82,355 
                
  $27  $465  $1,271  $  $1,763 
                
  $  $666  $  $  $666 
                
(1) Intercompany transactions primarily consist of information technology infrastructure services and charges for the use of certain REAL products from our Technology Products segment to our other two segments. Generally, we reflect these charges within technology and communication in the segment receiving the services, except for consulting services, which we reflect in professional services.
 
(2) Includes depreciation and amortization of $528$529 and $220$880 in the three months ended March 31,June 30, 2009 and 2008, respectively, and $1,057 and $1,100 in the six months ended June 30, 2009 and 2008, respectively, for assets reflected in the Technology Products segment.
NOTE 6 COMMITMENTS AND CONTINGENCIES
Litigation
     We have filed suit against a former equipment vendor seeking revocation of acceptance of the equipment and damages for breaches of implied warranties and related torts. Separately, we are party to a pending arbitration brought by the vendor seeking payment of annual support and maintenance fees for periods subsequent to when we returned the equipment to the vendor. The vendor also is requesting payment of discounts it provided to us purportedly to be a marketing partner for the vendor. In total, the former vendor is seeking damages of approximately $3,100. We believe that the vendor’s claims against us are without merit and intend to defend vigorously against this matter while at the same time pursue our claims against this vendor.
     Altisource is subject to various other pending legal proceedings. In our opinion, the resolution of the matter above and those other proceedings will not have a material effect on our financial condition, results of operations or cash flows.
Taxation
     We intend for the Distribution to be a tax-free transaction under Section 355 of the Code. However, Ocwen will recognize, and pay tax on, substantially all the gain it has in the assets that comprise Altisource as a result of the Restructuring. If the Distribution were not to qualify as a tax-free transaction, Ocwen may not recognize substantial taxable gain because most, if not all, of such gain would already have been recognized pursuant to the Restructuring of Altisource. Altisource has agreed to indemnify Ocwen for certain tax liabilities.

11


ALTISOURCE PORTFOLIO SOLUTIONS S.à r.l.
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
As of March 31,June 30, 2008, the Company does not believe it has an indemnity obligation.
NOTE 7 SUBSEQUENT EVENTS
     On June 5,In July 2009, the Company completedcommunicated to its employees a plan to close two of its offices within its Financial Services segment. The offices will be closed in August 2009, and the conversion of Altisource Portfolio Solutions S.à r.l. into a Luxembourg sociėtė anonyme, Altisource Portfolio Solutions S.A. This conversion has no impactclosures will result in severance costs, losses on the financial statements as it reflects only a changedisposal of the assets that will be abandoned and lease termination costs. The Company will record the actual and estimated costs in corporate formthe third quarter of 2009. The Company is unable to estimate the total costs of these office closures at this time. The Company currently is negotiating with no other changesthe landlords for the leased space in order to its operations or its capital structure.exit the leases early and expects to incur additional costs relating to the leases.
     We have evaluated subsequent events through August 4, 2009.

12


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Dollars in thousands)
     The following discussion should be read in conjunction with our Interim Combined Consolidated Financial Statements and the related notes, included in Item 1 of this Quarterly Report of Form 10-Q and with our Registration Statement on Form 10 as filed with the Securities and Exchange Commission on May 13, 2009.2009, as amended.
     The discussion below contains forward-looking statements that are based upon our current expectations, which are subject to uncertainty and changes in circumstances. Our actual results may differ materially from the expectations due to changes in global, political, economic, business, competitive and market factors many of which are beyond our control. See “Forward-Looking Statements” included later in this Item 2.
     All dollar amounts not related to compensation are in thousands, unless otherwise indicated. We have not presented actual per share data since Altisource was included within Ocwen during all periods presented.
     Significant components of the management’s discussion and analysis of results of operations and financial condition include:
     
  Page
  14 
     
  16 
     
  1819 
     
  2225 
     
  2428 
     
Market Risk We are principally exposed to market risk related to foreign currency exchange rates and interest rates. The market risk section discusses how we manage our exposure to these and similar risks
  2629 

13


MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
OVERVIEW
     Altisource provides real estate mortgage portfolio management and related technology products as well as asset recovery and customer relationship management services.
     We believe our competitive advantage is the ability to manage high value, knowledge-based job functions with our global platform while reducing operating variability. In general, we utilize integrated technology solutions that include pre-determinedenhanced call scripts for our customer service personnel based on psychological principles and decision models. We operate our technology platforms to manage large scale distributed networks of vendors. This allows our customers to improve their business processes while reducing costs. Along with expanding our use of integrated technology solutions, a central tenet to our strategy is a focus on selling output or solutions (the number of units we produce or manage on behalf of our client), thereby enabling us to convert operational efficiency gains into higher margins and profitability per employee.
     We manage our operations through three reporting segments: Mortgage Services, Financial Services and Technology Products.
     Mortgage Services provides due diligence, valuation, real estate sales, default processing services, property inspection and preservation services, homeowner outreach, closing and title services and knowledge process outsourcing services. Our services span the lifecycle of a mortgage loan from origination through the disposition of real estate owned properties (“REO”).properties.
     Financial Services comprises our asset recovery management and customer relationship management offerings to the financial services, consumer products, telecommunications and utilities industries. We specialize in, and our primary source of revenues for this segment is, contingency collections and customer relationship management for credit card issuers and other consumer credit providers.
     Technology Products is responsible for the design, development and delivery of technology products and services to the mortgage industry, including our REAL suite of applications that provide technology products to serve the needs of servicing and origination businesses. Our offerings include residential and commercial loan servicing and loss mitigation software, vendor management and a patented vouchless payable system to manage and oversee payments to large-scale vendor networks and information technology services. We build all of our technology platforms to be scalable, highly secure, flexible, standards-based and web connected. Standards and web connectivity ensure that our customers find our products easy to use. Further, we bring new products to market quickly because of the investments that we made in integrating our technology.
Separation from Ocwen
     In November 2008, the Board of Directors of Ocwen authorized management to pursue a reorganization of a number of predominantly non-U.S. operations including its knowledge process outsourcing business to be known as Altisource. On the Separation Date, weOcwen will distribute all of the shares of Altisource common stock to Ocwen’sits shareholders in a tax-free distribution. Ocwen’s shareholders will receive one share of Altisource common stock for every three shares of Ocwen common stock they hold on the Record Date.Date, which is scheduled to be August 4, 2009. In addition, each holder of Ocwen’s 3.25% Contingent Convertible Unsecured Senior Notes due 2024 (the “Convertible Notes”) will participate in the distribution of Altisource shares based on the conversion ratio of the Convertible Notes, consistent with the pro rata distribution ratio of one share of Altisource common stock for every three shares of Ocwen common stock, without conversion of the Convertible Notes into common shares of Ocwen. Upon the Separation, Altisource will no longer be part of Ocwen. We currently expect the Separation Date to be August 10, 2009.
     In connection with the Separation, we and Ocwen will enter into a Separation Agreement as well as certain other agreements to govern the terms of the separation and certain ongoing relationships between Ocwen and us subsequent to the separation.Separation. These agreements include a Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Agreement, Services Agreement, Technology Products Services Agreement and Data Center and Disaster Recovery Services Agreement. These related party agreements are more fully described in the Interim Combined Consolidated Financial Statements and the related notes included in Item 1 of this Quarterly Report.
Basis of Presentationour Registration Statement on Form 10.

14


MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
Basis of Presentation
     Our historical combined consolidated financial statements include assets, liabilities, revenues and expenses directly attributable to our operations carved out of the historical operations of Ocwen’s consolidated financial statements. Our historical financial statements also reflect allocations of corporate expenses from Ocwen based on use, percentage of time or other methodologies management believes appropriate for such expenses. These corporate expenses primarily reflect an allocation to us of a portion of the compensation and related costs of certain senior officers and other personnel of Ocwen who will not be our employees after the Separation but who historically provided services to us.
     The historical financial statements included in this information statement may not be indicative of our future performance as a separate company following the Separation and do not necessarily reflect what our financial position, results of operations and cash flows would have been had we operated as a separate, stand-alone public entity during the periods presented. As part of Ocwen, we share certain corporate functions with Ocwen, and Ocwen allocates a portion of its expenses to us to reflect our share of such expenses. We expect to enter into a Transition Services Agreement with Ocwen under which we and Ocwen will continue to share resources and provide services to each other on a fully allocated cost basis for up to two years. These services will include such services as human resources, vendor management, corporate services, six sigma activities, quality assurance, quantitative analytics, treasury, accounting, risk management, legal, strategic planning, compliance and other services. Given that these services will be at fully allocated cost, we expect that our costs will be approximately equal before and immediately after the Separation. However, we will transition from receiving such services from Ocwen over the next two years which likely will increase the overall costs that we incur as we no longer will benefit from the economies of scale we generated as part of a larger organization and likely will have duplication of functions that would not be necessary if we were to remain a part of the Ocwen organization. We expect to incur between $2,000 and $4,000 per year of other expenses as a result of being a separate publicly traded company that are not reflected in our historical financial statements as more fully described in our Registration Statement on Form 10.Statement.
     We generated 40.1% of our revenues in calendar year 2008 and 47.3%48.2% of our revenues in the first quarterhalf of 2009 from Ocwen businesses not included in the Separation or from providing services derived from Ocwen’s loan servicing portfolio. We anticipate that Ocwen will continue to be a significant customer for Altisource for the foreseeable future. We currently provide these services at rates that we consider to be market-based. We expect that the prices that we will charge for these services beginning with the Separation Date will be determined pursuant to these services agreements, which are subject to revision at specified intervals. If market conditions change and we are required to provide services to Ocwen at below market rates, we could experience decreased earnings and cash flows as well as greater variability in our performance compared to our historical results.
     The assets and liabilities assigned to us pursuant to the Separation Agreement are accounted for at the historical book values of such assets and liabilities. Prior to the Separation, Ocwen centrally manages the cash flows generated from our various activities.activities and will continue to do so through the Separation Date.

15


MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
COMBINED CONSOLIDATED RESULTS OF OPERATIONS
     The following table summarizes our combined consolidated operating results for the periods indicated. The transactions with related parties included in this table and throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations consist of transactions with Ocwen businesses not included in the Separation or transactions derived from Ocwen’s loan servicing portfolio.
                        
             Three Months Ended Six Months Ended 
 For the three months ended    June 30, June 30, June 30, June 30,   
 March 31, 2009 March 31, 2008 % change  2009 2008 % change 2009 2008 % change 
Revenue $42,619 $42,548  0.2% $49,803 $40,868  21.9% $92,422 $83,416  10.8%
Cost of revenue 28,003 29,676  (5.6)% 30,349 30,033  1.1% 58,352 59,709  (2.3)%
              
Gross profit 14,616 12,872  13.5% 19,454 10,835  79.5% 34,070 23,707  43.7%
  
Selling, general and administrative expenses 7,478 7,389  1.2% 8,673 6,754  28.4% 16,151 14,143  14.2%
              
Income from operations 7,138 5,483  30.2% 10,781 4,081  164.2% 17,919 9,564  87.4%
  
Other income (expense), net  
Interest income  13 NM   1 NM  14 NM
Interest expense  (614)  (683)  (10.1)%  (796)  (654)  (21.7)%  (1,410)  (1,337)  (5.5)%
Other, net  (5) 11 NM  24  (4) NM 19 7 NM
     
          
Total other income (expense), net  (619)  (659)  (6.1)%  (772)  (657)  (17.5)%  (1,391)  (1,316)  (5.7)%
              
  
Income before income taxes 6,519 4,824  35.1% 10,009 3,424  192.3% 16,528 8,248  100.4%
Income tax provision  (2,080)  (1,354)  53.6%  (2,994)  (961)  (211.6)%  (5,074)  (2,315)  (119.2)%
              
  
Net income $4,439 $3,470  27.9% $7,015 $2,463  184.8% $11,454 $5,933  93.1%
              
  
Transactions with related parties included above: Transactions with related parties included above: 
Revenue $20,165 $16,794  20.1% $24,342 $16,496  47.6% $44,507 $33,290  33.7%
              
Selling, general and administrative expenses $1,943 $2,192  (11.4)% $1,843 $879  109.7% $3,786 $3,070  23.3%
              
Interest expense $(569) $(609)  (6.6)% $(528) $(557)  5.2% $(1,097) $(1,166)  5.9%
              
 
NM = Not meaningful
NM = Not meaningful
Revenues
     We completed the quarterthree and six months ended March 31,June 30, 2009 with $42,619$49,803 and $92,422 in consolidated revenues, respectively, as compared to $42,548$40,868 and $83,416, respectively, in the same periods in 2008. The following table summarizes the revenues by segment for the quartersthree and six months ended March 31,June 30, 2009 and 2008:
             
  For the three months ended March 31,    
  2009  2008  % Change 
Mortgage Services $17,700  $15,201   16.4%
Financial Services  17,318   19,499   (11.2)%
Technology Products  10,573   10,484   0.8%
Corporate and eliminations  (2,972)  (2,636)  12.7%
           
             
Total revenues $42,619  $42,548   0.2%
           
     Mortgage Services principally generates revenue by providing professional outsourced services that span the cycle of a mortgage loan. Although we provide services related to both mortgage originations and mortgage default
                         
  Three Months Ended  Six Months Ended 
  June 30,  June 30,      June 30,  June 30,    
  2009  2008  % change  2009  2008  % change 
Mortgage Services $24,020  $13,358   79.8% $41,720  $28,559   46.1%
Financial Services  16,469   19,030   (13.5)%  33,787   38,529   (12.3)%
Technology Products  12,109   12,410   (2.4)%  22,682   22,894   (0.9)%
Corporate and eliminations  (2,795)  (3,930)  28.9%  (5,767)  (6,566)  12.2%
                     
                         
Total revenues $49,803  $40,868   21.9% $92,422  $83,416   10.8%
                     

16


MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
     Mortgage Services principally generates revenue by providing professional outsourced services that span the lifecycle of a mortgage loan other than loan origination services. Although we provide services related to both mortgage originations and mortgage defaults, our revenues are subject to fluctuation based on prevailing market conditions. Revenues relating to mortgage originations declined from the first quarter ofthree and six months ended June 30, 2008 to the first quarter ofthree and six months ended June 30, 2009 due to the decline in mortgage originations in the overall market. We anticipated this change and began in 2008 to develop new services relating to mortgage default management including property inspection and property preservation, closing and title services, real estate sales and default processingmanagement services. We also renewed and expanded a contract with a knowledge process outsourcing customer to increase the outsourcing services we provide to the customer. Revenues from these new services and from the contract expansion more than offset the decline in origination-related services in the first quarterhalf of 2009, resulting in an overall increase in revenues of 16.4%79.8% and 46.1% for Mortgage Services.Services in the three and six months June 30, 2009, respectively compared to the same periods in 2008.
     Financial Services revenues declined 11.2% from13.5% and 12.3%, respectively, for the first quarter of 2008three and six months ended June 30, 2009 compared to the first quarter of 2009same periods in 2008 due primarily to lower collection rates from obligors on the debt.credit card or other consumer debt that we are attempting to collect on behalf of our customers. We experienced declining collection rates throughout 2008 and the first quarterhalf of 2009. WeBased on collections statistics we receive from our customers and general industry data, we believe this decline is reflective of the current economic climate and is consistent with the collections industry in general.
     Technology Products revenues increaseddecreased slightly overin the firstsecond quarter of 2009 compared to the second quarter of 2008 due primarily to lower revenues from Ocwen as our REALServicing revenues represent the largest revenue stream in Technology Products, and these revenues have declined as Ocwen’s loan servicing portfolio has contracted. We also billed less internally to NCI as we have lowered costs in this area, and our billings are based on cost. This revenue decline is offset by a changedecline in expense for NCI and therefore does not impact our overall profitability. The REALServicing and NCI revenue declines were mostly offset by an increase in revenues from the contract expansion noted above, as we provide services to this customer in both our Mortgage Services and our Technology Products segments. For the six month period, Technology Products revenues declined only 0.9% as we further offset the REALServicing contraction when we changed our billings to Ocwen and inter-segment charges from a cost-based method to a market-based rate card in the second quarter of 2008. UnderThis change resulted in approximately $664 greater revenues in the first quarter and first half of 2009 than we would have recorded under the cost-based method,method. See further discussion of these changes in the Segment Results of Operations section later in this Quarterly Report.
     We intend to cross-sell our mortgage services and technology products going forward and doing so should increase the overall value we basedprovide to our customers as well as improve our profitability.
Cost of revenue
     Cost of revenue includes: (i) payroll and employee benefits associated with personnel employed in customer service roles; (ii) fees paid to external providers of valuation, title, due diligence, agency and other outsourcing services, as well as printing and mailing costs for correspondence with debtors; and (iii) technology and telephony expenses as well as depreciation and amortization of operating assets. The components of cost of revenue were as follows:
                         
  Three Months Ended  Six Months Ended 
  June 30,  June 30,      June 30,  June 30,    
  2009  2008  % change  2009  2008  % change 
Compensation and benefits $12,803  $15,558   (17.7)% $25,877  $30,108   (14.1)%
Outside fees and services  13,677   8,723   56.8%  24,281   19,285   25.9%
Technology and communications  3,869   5,752   (32.7)%  8,194   10,316   (20.6)%
                     
                         
Total $30,349  $30,033   1.1% $58,352  $59,709   (2.3)%
                     

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
     Cost of revenue increased 1.1% in the second quarter of 2009 and decreased 2.3% in the first half of 2009 compared to the same periods in 2008. We generated the decreases in compensation and benefits primarily in our Financial Services segment, where we aggressively reduced the number of collectors and further reduced their cost by relocating many positions to less expensive locations.
     Outside fees and services primarily increased in our Mortgage Services segment due to greater revenues in our new services, primarily property inspection and property preservation and our default management services. Outside fees and services also increased in our Financial Services segment as we are attempting to collect on more accounts in 2009 than in 2008 and therefore incurred greater costs relating to collection letters. NCI also increased its use of external collectors, resulting in a shift in costs from compensation and benefits to outside fees and services.
     Technology and communications decreased due primarily to our efforts to decrease the NCI technology expenses that we accomplished in part by reducing the number of internal collectors and in part by reducing telephony and related costs. Finally, we incurred lower depreciation in 2009 as several assets became fully depreciated late in 2008 and we accelerated the depreciation of some inadequate technology that impacted the 2008 periods but not those in 2009.
Selling, general and administrative expenses
     Selling, general and administrative expenses increased 28.4% in the second quarter of 2009 and 14.2% in the first half of 2009 compared to the same periods in 2008. The components of selling, general and administrative expenses were as follows:
                         
  Three Months Ended  Six Months Ended 
  June 30,  June 30,      June 30,  June 30,    
  2009  2008  % change  2009  2008  % change 
Occupancy and equipment $1,975  $2,000   (1.3)% $4,110  $4,023   2.2%
Corporate allocations  1,843   878   109.9%  3,786   3,070   23.3%
Professional services  2,529   1,033   144.8%  3,356   1,746   92.2%
Other  2,326   2,843   (18.2)%  4,899   5,304   (7.6)%
                     
                         
Total $8,673  $6,754   28.4% $16,151  $14,143   14.2%
                     
     Occupancy and equipment was relatively unchanged from the prior year. Corporate allocations increased as Altisource represented a more significant portion of Ocwen in 2009 and incurred additional payroll and related costs as it utilized more legal, finance, executive and human resource services in connection with the growth in revenues and the planned Separation from Ocwen. The increase was magnified by our shifting certain accounting and management functions from NCI to Ocwen’s corporate department late in 2008, so we recorded these expenses as Other in the table above for 2008 and as Corporate allocations in 2009, resulting in the decrease in Other above. Professional services increased in 2009 as Ocwen considered all costs of the Separation through the end of the first quarter of 2009 to be corporate expenses and recorded them within its Corporate Items and Other category, but Altisource incurred these costs in the second quarter of 2009. Ocwen initially incurred these costs while it was determining the feasibility of the Separation. By the beginning of the second quarter of 2009, it was apparent that the Separation was feasible and that Ocwen likely would receive all necessary approvals to effect the Separation, and therefore Ocwen determined that Altisource should begin incurring these costs. We anticipate that Altisource will incur additional costs in the third quarter of 2009 as well, but that these costs will cease late in the third quarter after the Separation is complete.
Income from Operations and Income Before Income Taxes
     We improved income from operations by 164.2% and 87.4% in the three and six months ended June 30, 2009, respectively, compared to the same periods in 2008. We increased income before income taxes by 192.3% and 100.4% in the same periods. These increases were due primarily to our ability to scale mortgage services revenue with limited additional costs.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
Income Tax Provision
     Income tax provision was $2,994 and $5,074 in the three and six months ended June 30, 2009, respectively. Our effective tax rate was 29.9% and 30.7% in the three and six months ended June 30, 2009, respectively, compared to 28.1% in the same periods in 2008. Income tax provision on income before income tax differs from amounts that would be computed by applying the Luxembourg federal corporate income tax rate of 28.6% primarily because of the effect of differing tax rates outside of Luxembourg, indefinite deferral on earnings of non-U.S. affiliates and additional foreign income taxes. The additional non-U.S. foreign income taxes were the primary reason for the increase in our effective tax rate between periods.
SEGMENT RESULTS OF OPERATIONS
     The following section provides a discussion of pre-tax results of operations of our business segments for the three and six months ended June 30, 2009 and 2008.
     A summary of our operating results by segment for the periods ended June 30, 2009 is as follows:
                         
              Corporate      Altisource 
  Mortgage  Financial  Technology  Items and  Corporate  Portfolio 
  Services  Services  Products  Other  Eliminations  Solutions 
Three Months Ended June 30, 2009
                        
Revenue $24,020  $16,469  $12,109  $  $(2,795) $49,803 
Cost of revenue  13,369   13,810   5,965      (2,795)  30,349 
                   
Gross profit  10,651   2,659   6,144         19,454 
                         
Selling, general and administrative expenses  1,957   3,748   1,118   1,850      8,673 
                   
Income from operations  8,694   (1,089)  5,026   (1,850)     10,781 
                         
Other income (expense), net  (10)  (647)  (115)        (772)
                   
                         
Income before income taxes $8,684  $(1,736) $4,911  $(1,850) $  $10,009 
                   
                         
Transactions with related parties included above:                
Revenue $18,599  $364  $8,174  $  $(2,795) $24,342 
                   
Selling, general and administrative expenses $1,053  $194  $596  $  $  $1,843 
                   
Interest expense $(11) $(424) $(93) $  $  $(528)
                   

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
                         
              Corporate      Altisource 
  Mortgage  Financial  Technology  Items and  Corporate  Portfolio 
  Services  Services  Products  Other  Eliminations  Solutions 
Six Months Ended June 30, 2009
                        
Revenue $41,720  $33,787  $22,682  $  $(5,767) $92,422 
Cost of revenue  23,780   27,879   12,460      (5,767)  58,352 
                   
Gross profit  17,940   5,908   10,222         34,070 
                         
Selling, general and administrative expenses  3,675   7,830   2,796   1,850      16,151 
                   
Income from operations  14,265   (1,922)  7,426   (1,850)     17,919 
                         
Other income (expense), net  (23)  (1,115)  (253)        (1,391)
                   
                         
Income before income taxes $14,242  $(3,037) $7,173  $(1,850) $  $16,528 
                   
                         
Transactions with related parties included above:                
Revenue $32,960  $731  $16,583  $  $(5,767) $44,507 
                   
Selling, general and administrative expenses $2,181  $382  $1,223  $  $  $3,786 
                   
Interest expense $(23) $(882) $(192) $  $  $(1,097)
                   
     Transactions between segments primarily consist of information technology infrastructure services and charges for the use of certain REAL products from our Technology Products segment to our other two segments. Generally, we reflect these charges within cost of revenue in the segment receiving the services, except for consulting services, which we reflect in selling, general and administrative expenses. All material inter-segment transactions are eliminated.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
Mortgage Services
                         
  Three Months Ended  Six Months Ended 
  June 30,  June 30,      June 30,  June 30,    
  2009  2008  % change  2009  2008  % change 
Revenues:                        
Residential property valuation $6,690  $7,403   (9.6)% $14,035  $15,607   (10.1)%
Closing and title services  4,169   2,972   40.3%  8,590   7,010   22.5%
Knowledge process outsourcing  5,187   2,852   81.9%  8,252   5,694   44.9%
Property inspection and property preservation  5,057     NM  6,999     NM
Default management services  1,256     NM  1,845     NM
Real estate sales  1,613     NM  1,848     NM
Other  48   131   (63.4)%  151   248   (39.1)%
                     
                         
Total revenue  24,020   13,358   79.8%  41,720   28,559   46.1%
Cost of revenue  13,369   9,035   48.0%  23,780   19,430   22.4%
                     
Gross profit  10,651   4,323   146.4%  17,940   9,129   96.5%
                         
Selling, general and administrative expenses  1,957   754   159.5%  3,675   2,395   53.4%
                     
Income from operations  8,694   3,569   143.6%  14,265   6,734   111.8%
                         
Other income (expense), net  (10)  (9)  (11.1)%  (23)  (37)  37.8%
                     
                         
Income before income taxes $8,684  $3,560   143.9% $14,242  $6,697   112.7%
                     
                         
Transactions with related parties included above:                
Revenue $18,599  $10,214   82.1% $32,960  $22,192   48.5%
                     
Selling, general and administrative expenses $1,053  $511   106.1% $2,181  $1,812   20.4%
                     
Interest expense $(11) $(9)  (22.2)% $(23) $(36)  36.1%
                     
Revenues
     In our Mortgage Services segment, we generate the majority of our revenue by providing outsourced services that span the lifecycle of a mortgage loan. In addition to our relationship with Ocwen, we have longstanding relationships with some of the leading capital markets firms, commercial banks, hedge funds, insurance companies and lending institutions and provide products that enhance their ability to make informed investment decisions and manage their core operations.
     Our total revenues improved by $10,662 or 79.8% and by $13,161 or 46.1% in the three and six months ended June 30, 2009, respectively, compared to the same periods in 2008. While our legacy products, including valuation, pre-foreclosure title services and mortgage due diligence have declined, we offset these changes by increasing the array and geographical range of the mortgage and default services that we provide to originators and servicers. These services include property inspection and property preservation, default management services, real estate sales and post-foreclosure title services. These new services contributed $3,419 of revenues in the first quarter of 2009 and increased to $8,824 in the second quarter. We anticipate that we will continue to grow our revenues from these new products in each successive quarter of 2009.
     We also expanded a contract for knowledge process outsourcing services with an existing customer that resulted in the 81.9% increase in revenues from these services for the three months ended June 30, 2009. We anticipate that we will continue to generate revenues at the current levels for the next several years.
Cost of revenue
     Our revenues increased by 79.8% and our cost of revenues increased by 48.0% in the second quarter of 2009 as compared to the second quarter of 2008, resulting in a 146.4% increase in gross profit for Mortgage Services. Gross

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
profit increased 96.5% for the six months ended June 30, 2009. These improvements are due to: (i) improvements in our processes relating to order placements with subcontractors that enabled us to deliver our services more timely while also lowering the fees we pay to the subcontractors; (ii) new revenue streams that generated additional gross profit dollars; and (iii) increased profitability from the knowledge process outsourcing services contract expansion. We anticipate that we will continue to benefit from these cost savings throughout 2009 and that we will continue to generate additional gross profit dollars from the new products. However, the property inspection and property preservation and the default management services have higher than average cost of revenue, so as these products grow, we expect them to lower our gross profit percentage while providing additional gross margin dollars. Also, we must increase our staffing to meet the requirements under the expanded knowledge process outsourcing contract and anticipate that our cost of revenue will increase in this line of business in the third and fourth quarters as we complete the staffing requirements.
Selling, general and administrative expenses
     Selling, general and administrative expenses increased by 159.5% and 53.4% in the three and six months ended June 30, 2009, respectively, compared to the same periods in 2008 due primarily to the 2008 periods including reversals of a portion of the provision for bad debts due to collections made in the periods, whereas the 2009 periods include greater provisions for bad debts due to higher revenues and revenues from new customers for which we estimated that we would incur greater losses than for our historical business that primarily is with Ocwen. We also incurred higher travel costs in the 2009 periods primarily related to training of personnel.
Income from operations and Income before income taxes
     Income from operations increased $5,125 or 143.6% and $7,531 or 111.8% in the three and six months ended June 30, 2009, respectively, compared to the same periods in 2008. Income before income taxes increased by 143.9% and 112.7% in the same periods. These changes resulted from the growth in revenue with corresponding smaller increases in cost of revenue and other expenses.
Financial Services
                         
  Three Months Ended  Six Months Ended 
  June 30,  June 30,      June 30,  June 30,    
  2009  2008  % change  2009  2008  % change 
Revenues:                        
Asset recovery management $12,950  $16,527   (21.6)% $27,239  $34,002   (19.9)%
Customer relationship management  3,519   2,503   40.6%  6,548   4,527   44.6%
                     
                         
Total revenue  16,469   19,030   (13.5)%  33,787   38,529   (12.3)%
Cost of revenue  13,810   16,502   (16.3)%  27,879   31,267   (10.8)%
                     
Gross profit  2,659   2,528   5.2%  5,908   7,262   (18.6)%
                         
Selling, general and administrative expenses  3,748   4,627   (19.0)%  7,830   8,870   (11.7)%
                     
Loss from operations  (1,089)  (2,099)  48.1%  (1,922)  (1,608)  (19.5)%
                         
Other income (expense), net  (647)  (494)  (31.0)%  (1,115)  (962)  (15.9)%
                     
                         
Loss before income taxes $(1,736) $(2,593)  33.1% $(3,037) $(2,570)  (18.2)%
                     
                         
Transactions with related parties included above:                
Revenue $364  $485   (24.9)% $731  $543   34.6%
                     
Selling, general and administrative expenses $194  $85   128.2% $382  $290   31.7%
                     
Interest expense $(424) $(447)  5.1% $(882) $(928)  5.0%
                     

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
Revenues
     In our Financial Services segment, we generate the majority of our revenue from asset recovery management fees we earn for collecting amounts due to our customers and from fees we earn for performing customer relationship management for our customers. Revenues declined by 13.5% and 12.3% in the three and six months ended June 30, 2009, respectively, compared to the same periods in 2008 due to lower collection rates that we experienced. We believe that our collection rates have declined due to the current economic climate and that the decline is consistent with the collections industry in general. We began performing additional customer relationship management services for an existing customer in the third quarter of 2008 that increased our revenues in this area, partially offsetting the decrease in our asset recovery management revenues. We have begun to see our collection rates, which are somewhat inversely correlated with unemployment rates, level off after several quarters of declines, but cannot predict whether these rates will stabilize at current levels, increase or continue to decline.
Cost of revenue
     Cost of revenue declined 16.3% and 10.8% in the three and six months ended June 30, 2009, respectively, compared to the same periods in 2008 due primarily to reductions we made to our compensation and benefits costs and also to lower technology and communications costs, partially offset by higher outside fees and services expenses.
     With respect to compensation costs, we aggressively reduced the number of collectors beginning in the fourth quarter of 2008, and continued these efforts in the first half of 2009. The lower number of collectors and the continued focus on reducing our technology costs generated positive results during the three and six months ended June 30, 2009. We lowered compensation and benefits by 24.0% in the current quarter compared to the second quarter of 2008.
     Our technology and communications expenses were 39.4% lower in the current quarter compared to the second quarter of 2008. This decline was partially offset by our outside fees and services which increased 37.6% and 22.4% in the three and six months ended June 30, 2009, respectively, compared to the same periods in 2008. Increases in outside fees and services resulted from higher collection letter costs and greater use of outside collectors. In summary, we experienced increased account placements which increased our costs for sending letters to debtors. In addition, although we are collecting on more accounts the overall liquidation rate declined which offsets the potential increase in revenue. In addition, outside fees and services increased due to the utilization of outside collectors in an effort to limit our exposure to the declining collection rates. We continue to analyze our cost structure and intend to manage our costs to improve profitability even if collection rates remain low through the remainder of 2009.
Selling, general and administrative expenses
     Selling, general and administrative expenses declined 19.0% and 11.7% in the three and six months ended June 30, 2009, respectively, compared to the same periods in 2008 primarily due to reductions we made in our compensation related to support functions. We acquired NCI in June 2007 and fully integrated its operations during 2008, allowing us to eliminate duplicate positions and reduce our overall costs. We also incurred lower overall legal fees. As with our cost of revenue, we plan to continue managing our selling, general and administrative costs through the remainder of 2009. We will close two of our six North American collections centers in the third quarter of 2009, which will increase our costs during that quarter but which we believe will allow us to operate with lower costs in the fourth quarter of 2009 and in 2010. The offices will be closed in August 2009, and the closures will result in severance costs, losses on the disposal of the assets that will be abandoned and lease termination costs. We will record the actual and estimated costs in the third quarter of 2009 and are unable to estimate the total costs of these office closures at this time. We currently are negotiating with the landlords for the leased space in order to exit the leases early and expect to incur additional costs relating to the leases.
Loss from operations and Loss before income taxes
     We lowered our loss from operations by 48.1% and our loss before income taxes by 33.1% in the second quarter of 2009 compared to the second quarter of 2008 by decreasing our costs more than our revenues declined. In

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
the six months ended June 30, 2009, our loss from operations increased by 19.5% and our loss before income taxes increased by 18.2% compared to the same period in 2008 as we were able to lower our costs, but the decreases were not sufficient to overcome the loss in revenues we experienced in the period. We plan to implement additional changes in the third and fourth quarters of 2009 in order to improve our results in our Financial Services segment. We expect to incur losses relating to the previously described office closures in the third quarter of 2009, but do not yet have an estimate of the extent of those losses. However, we believe that the ongoing savings from these changes will have a positive impact on our operating results in the fourth quarter of 2009 and in 2010.
Technology Products
                         
  Three Months Ended  Six Months Ended 
  June 30,  June 30,      June 30,  June 30,    
  2009  2008  % change  2009  2008  % change 
Revenues:                        
IT infrastructure services $5,389  $6,446   (16.4)% $11,026  $12,297   (10.3)%
REAL suite  6,720   5,964   12.7%  11,656   10,597   10.0%
                     
                         
Total revenue  12,109   12,410   (2.4)%  22,682   22,894   (0.9)%
Cost of revenue  5,965   8,426   (29.2)%  12,460   15,578   (20.0)%
                     
Gross profit  6,144   3,984   54.2%  10,222   7,316   39.7%
                         
Selling, general and administrative expenses  1,118   1,373   (18.6)%  2,796   3,103   (9.9)%
                     
Income from operations  5,026   2,611   92.5%  7,426   4,213   76.3%
                         
Other income (expense), net  (115)  (154)  25.3%  (253)  (92)  (175.0)%
                     
                         
Income before income taxes $4,911  $2,457   99.9% $7,173  $4,121   74.1%
                     
                         
Transactions with related parties included above:                
Revenue $8,174  $9,726   (16.0)% $16,583  $17,120   (3.1)%
                     
Selling, general and administrative expenses $596  $283   110.6% $1,223  $968   26.3%
                     
Interest expense $(93) $(101)  7.9% $(192) $(202)  5.0%
                     
Revenues
     Our IT infrastructure services revenues declined 16.4% and 10.3% in the three and six months ended June 30, 2009, respectively, compared to the same periods in 2008 due primarily to lower billings to NCI (which we eliminate in consolidation but include in our segment presentation) for technology services. As noted in the Financial Services section above, technology and communications expenses declined for Financial Services due to fewer collectors and cost reduction efforts, and these expense reductions equate to revenue reductions for our Technology Products segment. Our REAL suite revenues increased primarily due to our expanding an agreement with a customer for its use of our REALServicing product and technology support required for the knowledge process outsourcing services we also provide to this customer. We also expanded related contracts for these knowledge process outsourcing services as discussed earlier in the Mortgage Services section. We anticipate that the contract renewal will continue to generate revenues at the current levels for the next several years.
     We also changed our billings to Ocwen andto a market-based rate card beginning with the second quarter of 2008 which resulted in our inter-segment charges on our expectationrecording revenues of costs for providing such services. We performed these cost-based billings on overall expectationsapproximately $664 more in the quarter ended March 31, 2009 compared to 2008. This change did not impact the second quarter of how we would allocate our resources with limited changes to reflect actual costs.2009. Our market-based rate cards include charges for specific functions or services that we provide that are at rates that we believe approximate what market participants would charge in arms-length transactions. We establish the rates based on specific functions such as the number of loans processed on the Altisource licensed system or the number of employees that are using the applicable systems. We bill for these services on a monthly basis, and the billings change monthly based on activity levels. We change the rates periodically based on changes we identify in the market but generally maintain

24


MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
consistent rates from month to month. This change resulted in approximately $664 of additional revenues in the first quarter of 2009 than we would have recorded under the cost-based method. We believe these rates to be market rates as they are consistent with one or more of the following: the fees we charge to other customers for comparablesame services; the rates Ocwen pays to other service providers; fees commensurate with market surveys prepared by unaffiliated firms; and prices being charged by our competitors. These revised rates are materially consistent with the rates we will charge Ocwen under the various long-term servicing contracts into which we will enter in connection with the Separation.
     We intend to cross-sell our mortgage services and technology products going forward and doing so should increase the overall value we provide to our customers as well as improve our profitability.
Cost of revenue
     Cost of revenue includes: (i) payroll and employee benefits associated with personnel employed in customer service roles; (ii) fees paid to external providers of valuation, title, due diligence and other outsourcing services, as well as printing and mailing costs for correspondence with debtors; and (iii) technology and telephone expenses as well as depreciation and amortization of operating assets.
     Cost of revenue decreased 5.6% in the first quarter of 2009 compared to a 0.2% increase in revenues. Our gross profit grew 13.5% to $14,616 in 2009. These improvements relate primarily to Mortgage Services, in which we leveraged our workforce, our proprietary processes Other than this change and the imbedded technology to increase our gross margins. Gross profit also benefited from the change in our Technology Products billings ascontract expansion noted above. The positive changes in these two segments outweighed the decrease in gross margin within Financial Services that primarily resulted from the lower collection ratesabove, we experienced in the first quarter of 2009.
Selling, general and administrative expenses
     Selling, general and administrative expenses increased $89 or 1.2% in the first quarter of 2009, relating primarily to Mortgage Services. As we increased the number of service offerings, we also increased the overhead associated with them.
Income from Operations and Income Before Income Taxes

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
     We improved income from operations by 30.2% and income before income taxes by 35.1% in the first quarter of 2009 due primarily to the gross profit increases generated and the minimal increase in selling, general and administrative expenses.
Income Tax Provision
     Income tax provision was $2,080 in the first quarter of 2009 and $1,354 in the first quarter of 2008, an increase of 53.6%. Our effective tax rate was 31.9% in the first quarter of 2009 and 28.1% in the first quarter of 2008. Income tax provision on income before income tax differs from amounts that would be computed by applying the Luxembourg federal corporate income tax rate of 28.6% primarily because of the effect of differing tax rates outside of Luxembourg, indefinite deferral on earnings of non-U.S. affiliates and additional foreign income taxes. The additional non-U.S. foreign income taxes were the primary reason for the increase in our effective tax rate between periods.
SEGMENT RESULTS OF OPERATIONS
     The following section provides a discussion of pre-tax results of operations of our business segments for the quarters ended March 31, 2009 and 2008.
     A summary of our operating results by segment for the three months ended March 31, 2009 is as follows:
                     
              Corporate  Altisource 
  Mortgage  Financial  Technology  and  Portfolio 
  Services  Services  Products  Eliminations  Solutions 
Revenues $17,700  $17,318  $10,573  $(2,972) $42,619 
Cost of revenue  10,411   14,069   6,495   (2,972)  28,003 
                
Gross profit  7,289   3,249   4,078      14,616 
Selling, general and administrative expenses  1,718   4,082   1,678      7,478 
                
                     
Income (loss) from operations  5,571   (833)  2,400      7,138 
                     
Other income (expense), net  (13)  (468)  (138)     (619)
                
                     
Income (loss) before income taxes $5,558  $(1,301) $2,262  $  $6,519 
                
                     
Transactions with related parties included above:                    
Revenue $14,361  $367  $8,409  $(2,972) $20,165 
                
Selling, general and administrative expenses $1,128  $188  $627  $  $1,943 
                
Other income (expense), net $(12) $(458) $(99) $  $(569)
                
     Transactions between segments primarily consist of information technology infrastructure services and charges for the use of certain REAL products from our Technology Products segment to our other two segments. Generally, we reflect these charges within cost of revenue in the segment receiving the services, except for consulting services, which we reflect in selling, general and administrative expenses. All material inter-segment transactions are eliminated.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
Mortgage Services
         
  For the three months ended March 31, 
  2009  2008 
Selected statement of operations data
        
Revenues:        
Residential property valuation $7,345  $8,204 
Closing and title services  4,421   4,038 
Knowledge process outsourcing  3,065   2,863 
Mortgage due diligence  81   117 
Other (1)  2,788   (21)
       
         
Total revenue  17,700   15,201 
Cost of revenue  10,411   10,395 
       
Gross profit  7,289   4,806 
Selling, general and administrative expenses  1,718   1,641 
       
         
Income from operations  5,571   3,165 
         
Other expense, net  (13)  (28)
       
         
Income before income taxes $5,558  $3,137 
       
         
Transactions with related parties included above:        
Revenue $14,361  $11,978 
       
Selling, general and administrative expenses $1,128  $1,301 
       
Other income (expense), net $(12) $(27)
       
(1)Other primarily includes property inspection and preservation services, real estate sales and default processing services.
Revenues
     In our Mortgage Services segment, we generate the majority of our revenue by providing outsourced services that span the lifecycle of a mortgage loan. In addition to our relationship with Ocwen, we have longstanding relationships with some of the leading capital markets firms, commercial banks, hedge funds, insurance companies and lending institutions and provide products that enhance their ability to make informed investment decisions and manage their core operations.
     Our total revenues improved by $2,499 or 16.4% in the first quarter of 2009. While our legacy products, including valuation, pre-foreclosure title services and mortgage due diligence have declined, we offset these changes by increasing the array and geographical range of the mortgage and default services that we provide to originators and servicers. These services include default processing, property inspection and preservation, homeowner outreach, real estate sales and post-foreclosure title services. We anticipate that we will continue to grow our revenues from these new products in each successive quarter of 2009.
Cost of revenue
     Our revenues increased by 16.4% and our cost of revenues increased by 0.2% in the first quarter of 2009 as compared to 2008, resulting in a 51.7% increase in gross profit for Mortgage Services. This improvement is due primarily to improvements in our processes relating to order placements with subcontractors that enabled us to deliver our services more timely while also lowering the fees we pay to the subcontractors. We anticipate that we will continue to benefit from these cost savings throughout 2009.
Selling, general and administrative expenses

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
     Selling, general and administrative expenses increased by 4.7% in the first quarter of 2009 due primarily to the 2008 quarter including a reversal of a portion of the provision for bad debts due to collections made in the quarter as well as $225 of inter-segment consulting fees paid to our Technology Products segment.
Income from operations and Income before income taxes
     Income from operations increased $2,406 or 76.0% in the first quarter of 2009. Income before income taxes increased by $2,421 or 77.2% in the same period. These changes resulted from the growth in revenue with corresponding smaller increases in cost of revenue and other expenses.
Financial Services
         
  For the three months ended March 31, 
  2009  2008 
Selected statement of operations data
        
Revenues:        
Asset recovery management $14,289  $17,475 
Customer relationship management  3,029   2,024 
       
         
Total revenue  17,318   19,499 
Cost of revenue  14,069   14,765 
       
Gross profit  3,249   4,734 
         
Selling, general and administrative expenses  4,082   4,243 
       
         
(Loss) income from operations  (833)  491 
         
Other expense, net  (468)  (468)
       
         
(Loss) income before income taxes $(1,301) $23 
       
         
Transactions with related parties included above:        
Revenue $367  $58 
       
Selling, general and administrative expenses $188  $205 
       
Other income (expense), net $(458) $(481)
       
Revenues
     In our Financial Services segment, we generate the majority of our revenue from asset recovery management fees we earn for collecting amounts due to our customers and from fees we earn for performing customer relationship management for our customers. Revenues declined by 11.2% in the first quarter of 2009 as compared to the first quarter of 2008 due to lower collection rates that we experienced and which we believe are due to the current economic climate and are consistent with the collections industry in general.
Cost of revenue
     Cost of revenue declined 4.7% in the quarter due primarily to a reduction of our compensation and benefits costs. We aggressively reduced the number of collectors beginning in the fourth quarter of 2008, and continued these efforts in the first quarter of 2009. However, we experienced an increase in account placements and we are attempting to collect on more accounts for our customers. We have limited ability to reduce certain collection related costs such as letters to debtors and telephone charges, resulting in our costs not decreasing at the same rate as our revenues. We continue to analyze our cost structure and intend to manage our costs in anticipation of low collection rates through the remainder of 2009.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
Selling, general and administrative expenses
     Selling, general and administrative expenses declined 3.8% in the first quarter of 2009 primarily due to reductions we made in our compensation relating to support functions. We acquired NCI in June 2007 and fully integrated its operations during 2008, allowing us to eliminate duplicate costs and reduce our overall costs. As with our collection costs, we plan to continue managing our selling, general and administrative costs through the remainder of 2009.
(Loss) income from operations and (Loss) income before income taxes
     We incurred losses in the current quarter compared to income in the quarter ended March 31, 2008 due to the lower collection rates that impacted NCI individually and the collections industry in general. We lowered our compensation and other costs and continue to analyze our operations to identify additional cost savings. We plan to implement additional changes in the second and third quarters of 2009 in order to improve our results in our Financial Services segment.
Technology Products
         
  For the three months ended March 31, 
  2009  2008 
Selected statement of operations data
        
Revenues:        
IT infrastructure services $5,637  $5,851 
REAL suite  4,936   4,633 
       
         
Total revenue  10,573   10,484 
Cost of revenue  6,495   7,152 
       
Gross profit  4,078   3,332 
Selling, general and administrative expenses  1,678   1,730 
       
         
Income from operations  2,400   1,602 
         
Other (expense) income, net  (138)  62 
       
         
Income before income taxes $2,262  $1,664 
       
         
Revenue from transactions with other operating segments $2,972  $2,636 
       
Transactions with related parties included above:        
Revenue $8,409  $7,394 
       
Selling, general and administrative expenses $627  $685 
       
Other income (expense), net $(99) $(101)
       
Revenues
     Our change to a market-based rate card in the second quarter of 2008 resulted in our recording revenues of approximately $664 more revenue in 2009 than we would have recorded had we continued to use the cost-based system. Without the impact of this change, our revenues would have decreased by 5.5% due primarily to lower revenues from external customers for our REAL suite as one customer exited the market, and we lowered the price to another customer due to changes in their usage. We recently renewed an agreement with an existing customer that we anticipate will increase our revenues with this customer for the remainder of 2009.

21


MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
Cost of revenue
     Cost of revenue declined 9.2%29.2% and 20.0% in the first quarter ofthree and six months ended June 30, 2009, respectively, compared to the same periods in 2008 due primarily to lowerlower: (i) compensation costs as we integrated the NCI technology personnel into the existing technology group and eliminated certain positions. Our technology costspositions and also decreased dueshifted some personnel to lowerdepartments within our Mortgage Services segment to assist with the growth in revenues; (ii) depreciation expense as several assets became fully depreciated in 2008.2008 and have not been replaced; (iii) expenses for hardware and software maintenance agreements as we analyzed usage of these assets and eliminated unused items; and (iv) telephony as we reduced the number of personnel, renegotiated contracts and improved technology to drive down costs. While we anticipate that these savings will continue for the remainder of 2009, we also expect to incur additional technology costs associated with the Separation as we will need to add new equipment, data links and licenses to operate as a separate company from Ocwen.
Selling, general and administrative expenses
     Selling, general and administrative expenses declined 3.0%18.6% and 9.9% in the first quarter ofthree and six months ended June 30, 2009, respectively, compared to the same periods in 2008 due to lower occupancy charges as we had fewer personnel. We also had lower travel expenses and lower allocations from Ocwen, partially offset by higher provisions for bad debtsdebt expense in the 2009 periods as we collected a significant amountcompleted the integration of past due accountsthe NCI technology in the first quarter of 2008 and decreasedautomated processes to identify delinquent receivables more quickly for a portion of our provision inreceivables that quarter.we previously had not managed as well as our current processes allow.
Income from operations and Income before income taxes
     The slight increase in revenues and the decreases inWe decreased our cost of revenue and selling, general and administrative expenses fairly substantially during the three and six months ended June 30, 2009 compared to the same periods in 2008 while revenues declined only slightly. These changes resulted in an increase in our income from operations of 49.8%. We recorded inter-segment consulting fees of $225 from our Mortgage Services segment92.5% and 76.3% in the 2008 period that increasedthree and six months ended June 30, 2009, respectively, and an increase in our income before income taxes in that period. Without this other incomeof 99.9% and 74.1% in the 2009 period, our income before income taxes increased 35.9% overcomparable periods, compared to the first quarter ofsame periods in 2008.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
     Management believes our ability to generate cash flow from operations coupled with cash on hand will be adequate to meet anticipated cash requirements which principally include operational expenditures, working capital and capital spending. Management believes that Altisource will have sufficient cash and other financial resources to fund current operations and meet its obligations beyond the next twelve months without incurring additional debt. Ocwen intends to contribute cash to us sufficient to ensure that we have a minimum cash balance of at least $7,000 at the Separation Date. We currently do not anticipate that such a contribution will be necessary as we had in excess of $7,000 on hand at June 30, 2009 and anticipate that we will continue to exceed this minimum level through the Separation Date.
     Total borrowings, as well as cash as presented in the accompanying historical combined consolidated financial statements, reflect only those balances we required to operate as a subsidiary of Ocwen. Historically, Ocwen has managed the majority of the consolidated company’s financing activities centrally in order to optimize its costs of funding and financial flexibility at a corporate level. In addition, Ocwen has allocated interest expense to us based upon our portion of assets to Ocwen’s total assets which has resulted in interest charges reflected on our combined

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
consolidated statement of operations. These interest charges reflect an allocation and are not indicative of the interest charge we expect to incur as a separate company.
     As a separate company, Altisource intends to employ a disciplined cash policy that seeks first to maintain a strong balance sheet and second to invest in compelling growth opportunities that include development of new services, primarily within our Mortgage Services segment, as well as acquisitions. In most cases, we are able to grow our business organically with little to no additional capital. In addition, for over 60% of the revenues we earn, we are paid as we provide the service or within a limited timeframe (i.e., within one week) which minimizes our working capital requirements and ensures sufficient timely cash flows to fund operations. Furthermore, our operations generated positive cash flow in each of the past three years and we only required a contribution from Ocwen in order to acquire NCI in June 2007. We expect to continue to generate positive cash flow from operations throughout 2009 and in subsequent years.2010.
     In June 2009, the Company terminated its existing revolving credit facility after considering its positive operating cash flows year-to-date and the administrative costs of maintaining the facility. We continue to believe that the Company has sufficient operating cash flows and, if necessary, access to debt markets at reasonable costs as well as equity markets (subject to the limitations described in our Registration Statement on Form 10) to finance our operations for at least the next twelve months even without this facility.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
Cash Flows
                        
 For the three months ended March 31,    For the six months ended June 30, 
 2009 2008 % Change  2009 2008 % Change 
Net income adjusted for non-cash $6,664 $5,899 $13.0% $15,481 $10,993  40.8%
Working capital  (5,174) 6,084  (185.0)%  (2,380)  (12) NM
          
Cash flow from operating activities 1,490 11,983  (87.6)% 13,101 10,981  19.3%
Cash flow from investing activities  (771)  (266)  189.8%  (1,553)  (770)  (101.7)%
Cash flow from financing activities  (2,458)  (12,694)  80.6%  (6,331)  (11,182)  43.4%
          
Net change in cash  (1,739)  (977)  78.0% 5,217  (971)  637.3%
Cash at beginning of period 6,988 5,688  22.9% 6,988 5,688  22.9%
          
Cash at end of period $5,249 $4,711  11.4% $12,205 $4,717  158.7%
          
     Cash flow from operations consists of two components including (i) net income adjusted for depreciation, amortization and certain other non-cash items and (ii) working capital. We generated $1,490$13,101 in cash flow from operations in the first quarterhalf of 2009 which includes $6,664$15,481 in positive cash flows from operations which primarily reflects our profitability adjusted for non-cash items in the quarter,period. We had negative working capital changes that partially offset by a $4,700 advance to an affiliated entity we made as part of Ocwen’s centralizedthese cash management function. The entity repaid this advanceflows and that resulted primarily from growth in accounts receivable associated with our 21.9% increase in revenues in the second quarter of 2009, and we do not anticipate that similar advances will be made in future periods as we are preparing for the Separation and curtailing our participation in Ocwen’s centralized cash management function. In the three months ended March 31, 2008, we generated significant collections on accounts receivable compared to other quarters, resulting in greater cash flows from operations in that period.2009.
     Our cash flows from investing activities include our purchases of premises and equipment. We had relatively low purchases in the first quarters ofsix months ended June 30, 2009 and 2008 and anticipate based on our internal forecasts that our purchases will increase in the later quarters of 2009 to be relatively consistent with the levels of 2008 and 2007. A large portion of these future purchases will be driven by technology needs being created by our Separation from Ocwen as we must operate in separate offices and plan to open a new data center to better service the technology needs of Ocwen and Altisource.
     Our cash flows from financing activities primarily include payments on debt and the net change in our invested equity balance. We participate in a centralized cash management program with Ocwen. We made a significant amount of our cash disbursements through centralized payable systems which were operated by Ocwen, and a significant amount of our cash receipts were received by us and transferred to centralized accounts maintained by Ocwen. There are no formal financing arrangements with Ocwen, and we recorded all cash receipts and disbursement activity between Ocwen and us through invested equity in the combined consolidated balance sheets and as net distributions or contributions to parent in the combined consolidated statements of invested equity and

26


MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
cash flows because we consider such amounts to have been contributed by or distributed to Ocwen. The decrease in the amount of the distribution to Ocwen from the first quarterhalf of 2008 to the first quarterhalf of 2009 is due to the greater cash flow from operations that we generatedgrowth in the 2008 period,cash balances within NCI which are not part of the majoritycentralized cash management program. Ocwen paid approximately $2,400 of which Ocwen transferred to its own accounts.expenses on behalf of NCI in the first half of 2009 and did not require repayment of the related cash amounts.
Capital Resources
Changes in Financial Condition
     Total assets increased by 0.8%3.4% in the first quarterhalf of 2009 primarily due to contributions from Ocwen to NCI and an increase in accounts receivable, substantiallypartially offset by reductions due to accumulated depreciation on premises and equipment in excess of new additions and amortization of intangible assets with no additions.
     Total liabilities decreased by 11.2%14.8% in the first quarterhalf of 2009 due primarily to payments we made on our line of credit and on capital lease obligations.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
     At March 31,June 30, 2009, we had $56,913$56,177 of invested equity, an increase of $2,426$1,690 from December 31, 2008 that primarily was due to income we generated in the quarter.period, net of distributions we made to Ocwen.
Contractual Obligations
     Our contractual obligations consist primarily of our capital lease obligations and operating leases. We believe that we have adequate resources to meet all contractual obligations as they come due.
Off-Balance Sheet Arrangements
     We do not have any material off-balance sheet arrangements other than operating leases.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
     We have prepared our financial statements in accordance with GAAP. These principles are numerous and complex. We have summarized our significant accounting policies in the notes to our combined consolidated financial statements as of and for the year ended December 31, 2008 included in our Registration Statement on Form 10. In many instances, the application of GAAP requires management to make estimates or to apply subjective principles to particular facts and circumstances. A variance in the estimates used or a variance in the application or interpretation of GAAP could yield a materially different accounting result. It is impracticable for us to summarize every accounting principle that requires us to use judgment or estimates in our application. Nevertheless, in our Registration Statement on Form 10, we discuss the areas for which we believe that the estimations, judgments or interpretations that we have made, if different, would have yielded the most significant differences in our combined consolidated financial statements. For information regarding significant accounting policies, see Note 2 to our combined consolidated financial statements in our Registration Statement on Form 10.
RECENT ACCOUNTING PRONOUNCEMENTS
     For information regarding recent accounting pronouncements, see Note 3 to our combined consolidated financial statements in our Registration Statement on Form 10.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
OTHER MATTERS
Related Party — Ocwen
     For the quartersix months ended March 31,June 30, 2009, approximately $14,361$32,960 of the Mortgage Services, $5,437$16,583 of the Technology Products and $367$731 of the Financial Services segment revenues were from sales to Ocwen businesses not included in the Separation or sales derived from Ocwen’s loan servicing portfolio. Services provided to Ocwen included residential property valuation, titlereal estate sales, default management services, REO asset management, property inspection and property preservation, closing and title services, core technology back office support and multiple business technologies including our REAL suite of products. We provided all services at rates we believe to be comparable to market rates.
     We expect to enter into various arrangements with Ocwen in conjunction with the Separation. These arrangements may involve, or may appear to involve, conflicts of interest. See the detailed discussion in the “Risk Factors” and “Affiliate Relationships and Related Party Transactions” sections of our Registration Statement on Form 10 for more information about these arrangements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)
FORWARD-LOOKING STATEMENTS
     This Quarterly Report contains forward-looking statements that relate to, among other things, our future financial and operating results. In many cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” or the negative of these terms and other comparable terminology including, but not limited to the following:
assumptions related to the sources of liquidity and the adequacy of financial resources;
assumptions about our ability to grow our business;
assumptions about our ability to reduce our cost structure;
expectations regarding collection rates in our Financial Services segment;
expectations as to the effect of resolution of pending legal proceedings on our financial condition; and
estimates regarding our reserves and valuations.
assumptions related to the sources of liquidity and the adequacy of financial resources;
assumptions about our ability to grow our business;
assumptions about our ability to reduce our cost structure;
expectations regarding collection rates in our Financial Services segment;
expectations as to the effect of resolution of pending legal proceedings on our financial condition; and
estimates regarding our reserves and valuations.
     Forward-looking statements are not guarantees of future performance and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, the risks discussed in “Risk Factors” in our Registration Statement on Form 10 and the following:
our ability to retain existing customers and attract new customers
general economic and market conditions;
governmental regulations, taxes and policies; and
availability of adequate and timely sources of liquidity.
our ability to retain existing customers and attract new customers
general economic and market conditions;
governmental regulations, taxes and policies; and
availability of adequate and timely sources of liquidity.
     Forward-looking statements speak only as of the date they are made and should not be relied upon. Altisource undertakes no obligation to update or revise forward-looking statements.

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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK (Dollars in thousands)
     Market risk includes risks relating to derivative financial instruments, other financial instruments and derivative commodity instruments. These risks may be classified as liquidity risk, interest rate risk and foreign currency exchange rate risk.
     FollowingPrior to the Separation, the risks related to our business will include certain market risks that may affect our debt and other financial instruments. In particular, we will face theprimarily incurred market risks associated with interest rate movements on ourmovements. Since we terminated outstanding debt.lines in the second quarter, we do not expect to incur this risk going forward unless we re-establish borrowings. We expect to assess market risks regularly and to establish policies and business practices to protect against the adverse effects of these exposures.
     We are exposed to foreign currency exchange rate risk in connection with our investment in non-U.S. dollar functional currency operations to the extent that our foreign exchange positions remain unhedged. Our operations in Luxembourg, Canada, Uruguay and India expose us to foreign currency exchange rate risk, but we consider this risk to be insignificant.

2629


PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 1.LEGAL PROCEEDINGS
     See “Note 16,6, Commitments and Contingencies” of our Registration Statement on Form 10the Interim Combined Consolidated Financial Statements for information regarding legal proceedings.
ITEM 1A. RISK FACTORS
ITEM 1A.RISK FACTORS
     We include a discussion of the principal risks and uncertainties that affect or could affect our business operations on pages 11 through 2123 of our Registration Statement on Form 10.
ITEM 5. OTHER INFORMATION
UNAUDITED PRO FORMA FINANCIAL INFORMATION
     Altisource was incorporated under the laws of Luxembourg on November 4, 1999 as Ocwen Luxembourg S.à r.l., renamed Altisource Portfolio Solutions S.à r.l. on May 12, 2009 and converted into Altisource Portfolio Solutions S.A. on June 5, 2009. As of the date of the Separation Ocwen will contribute to Altisource the business operations intended to constitute the Altisource businesses that are not already included in Altisource. Altisource also has business operations that will remain with Ocwen after the Separation, and we will distribute those operations to Ocwen as of the date of the Separation.
     Altisource will enter into a Transition Services Agreement with Ocwen under which we and Ocwen will provide to each other services in such areas a human resources, vendor management, corporate services, six sigma, quality assurance, quantitative analytics, treasury, accounting, risk management, legal, strategic planning, compliance and other areas for up to two years. Each company will provide such services at fully-allocated cost and management believes that such allocations will be materially consistent with current cost levels incurred by Altisource as a part of Ocwen. We have not contemplated any financial impact of this agreement in the following pro forma results of operations. We do anticipate that we will incur increased costs associated with being a separate publicly traded company including, but not limited to, maintaining a separate Board of Directors and obtaining a separate audit as well as changes that we expect in our tax profile, personnel needs, financing and operations of the contributed business as a result of the Separation from Ocwen. We also expect to incur costs to relocate certain executives and to grant a limited number of stock options to executives subsequent to the Separation. We estimate that all of such expenses will range from $2,000 to $4,000 per year in excess of amounts currently allocated to us by Ocwen for similar expenses.

27


PART II — OTHER INFORMATION
Unaudited Pro Forma Combined Consolidated Balance Sheet
March 31, 2009
             
      Pro Forma    
  Historical  Adjustments  Pro Forma 
Cash $5,249  $ (1) $5,249 
Accounts receivable, net  9,719      9,719 
Prepaid expenses and other current assets  2,510      2,510 
Due from affiliates  4,700      4,700 
          
Total current assets  22,178      22,178 
             
Premises and equipment, net  8,640      8,640 
Intangible assets, net  35,754      35,754 
Goodwill  10,631      10,631 
Other  86      86 
          
Total assets $77,289  $  $77,289 
          
             
Accounts payable and accrued expenses $4,965  $  $4,965 
Other  6,649      6,649 
          
Total current liabilities  11,614       11,614 
             
Capital lease obligations  313      313 
Deferred tax liability, net  2,390      2,390 
             
Stockholder’s Equity
           
Common stock, EUR 25 par value; 263,412 shares authorized, issued and outstanding  6,059   (6,059) (2)   
Common stock, USD $1.00 par value; [x] shares authorized, 22,478,333 shares issued and outstanding at December 31, 2008 on a pro forma basis     22,478 (3)(4)  22,478 
Additional paid-in capital     40,494 (3)  40,494 
Invested equity  56,913   (56,913) (3)   
          
Total stockholder’s equity  62,972      62,972 
          
Total liabilities and stockholder’s equity $77,289  $  $77,289 
          
(1)ITEM 6. At the Separation Date, Ocwen intends to contribute cash to Altisource, if necessary, such that Altisource has a minimum cash balance of at least $7,000. Although our cash balance was less than $7,000 at
March 31, 2009, we did not reflect a pro forma adjustment to reflect such a contribution because Ocwen repaid the $4,700 amount recorded as Due from affiliates in May 2009. With the cash from this repayment, we had more than $7,000 of cash and currently do no anticipate that we will require additional cash from Ocwen as of the Separation Date. Management believes that a minimum of $7,000 of cash at the Separation Date is sufficient for Altisource to begin operations and manage its cash needs through cash flows from operations or from third party borrowing relationships. Management also believes that Altisource will not loan additional funds to Ocwen or its affiliates prior or immediately subsequent to the Separation.
(2)We expect to recapitalize Altisource in connection with the Separation and will cancel existing share capital and replace it with the new capital structure.
(3)These amounts represent the contribution of Ocwen’s invested equity in Altisource into common stock and additional paid-in capital subsequent to the consummation of the Separation. The number of outstanding shares shown approximates one-third of the number of Ocwen shares outstanding as of May 1, 2009. Upon completion of the Separation, the number of shares of our outstanding common stock will approximate one-third of the number of Ocwen outstanding shares on that date.
(4)If the Separation were to trigger conversion rights under the approximately $56,445 in aggregate outstanding principal amount of Ocwen’s 3.25% Contingent Convertible Unsecured Senior Notes due 2024, additional shares of Altisource’s common stock may be outstanding as a result, and, if so, the numbers and percentages listed above would change accordingly. Conversion rights would be triggered if the value of the Altisource common stock distributed in the Distribution has a per share value exceeding 10% of the closing sales price of the Ocwen common stock on the business day preceding the announcement of the Separation. We estimate that approximately 1,546,015 additional shares of Altisource common stock could be issued if these conversion rights were triggered and all of the note holdersEXHIBITS

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PART II — OTHER INFORMATION
exercised these rights. We are unable to estimate the effects of conversions, if any, and accordingly they are not reflected in these amounts.
Unaudited Pro Forma Combined Consolidated Statement of Operations
For the Three Months Ended March 31, 2009
             
      Pro Forma    
  Historical  Adjustments  Pro Forma 
Revenue $42,619  $  $42,619 
Cost of revenue  28,003      28,003 
          
Gross profit  14,616      14,616 
             
Selling, general and administrative expenses  7,478      7,478 
          
Income from operations  7,138      7,138 
             
Other expense, net  (619)  569 (1)  (50)
          
             
Income before income taxes  6,519   569   7,088 
Income tax provision  (2,080)  (182)  (2,262)
          
             
Net income $4,439  $387  $4,826 
          
             
Unaudited pro forma basic earnings per share (2)(3) $0.20      $0.21 
           
Unaudited pro forma diluted earnings per share (4) $0.20      $0.21 
           
Unaudited pro forma weighted average shares outstanding — basic (2)(3)  22,478       22,478 
           
Unaudited pro forma weighted average shares outstanding — diluted (5)  22,639       22,639 
           
(1)We reflect an interest charge from Ocwen in other expense which represents an allocation of Ocwen’s total interest expense. Ocwen calculated this charge based on our assets in comparison to Ocwen’s total assets and was $569 in the first quarter of 2009. After the Separation, Ocwen and Altisource will operate inherently different business models and Altisource will no longer be subject to this interest charge from Ocwen. Further, Altisource does not anticipate incurring any new debt in connection with the Separation for which it will incur interest expense.
(2)Unaudited pro forma net earnings per share — basic is calculated using one-third of the number of outstanding shares of Ocwen as of May 1, 2009. Upon completion of the Separation, the number of shares of our outstanding common stock will approximate one-third of the number of Ocwen outstanding shares on that date.
(3)If the Separation were to trigger conversion rights under the approximately $56,445 in aggregate outstanding principal amount of Ocwen’s 3.25% Contingent Convertible Unsecured Senior Notes due 2024, additional shares of Altisource’s common stock may be outstanding as a result, and the numbers and percentages listed above might change as a result. Conversion rights would be triggered if the value of the Altisource common stock distributed in the Distribution has a per share value exceeding 10% of the closing sales price of the Ocwen common stock on the business day preceding the announcement of the Separation. We estimate that approximately 1,546,015 additional shares of Altisource common stock could be issued if these conversion rights were triggered and all of the note holders exercised these rights. The effects of such conversions, if any, are not reflected in these amounts.
(4)Unaudited pro forma net earnings per share — diluted is calculated using one-third of the number of dilutive Ocwen common stock equivalents as of March 31, 2009 as we expect the stock options and stock awards to be converted to Altisource awards.

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PART II — OTHER INFORMATION
ITEM 6. EXHIBITS
   
Exhibit  
Number Exhibit Description
2.1Form of Separation Agreement between Altisource Portfolio Solutions S.A. and Ocwen Financial Corporation*
   
3.1 Articles of Incorporation of Altisource Portfolio Solutions S.A.*
   
10.1Form of Transition Services Agreement between Altisource Solutions S.à r.l. and Ocwen Financial Corporation*
10.2Form of Tax Matters Agreement between Altisource Solutions S.à r.l. and Ocwen Financial Corporation*
10.3Form of Employee Matters Agreement between Altisource Solutions S.à r.l. and Ocwen Financial Corporation*
10.4Form of Intellectual Property Agreement between Altisource Solutions S.à r.l. and Ocwen Financial Corporation*
10.5Form of Services Agreement between Altisource Solutions S.à r.l. and Ocwen Financial Corporation*
10.6Form of Technology Products Services Agreement between Altisource Solutions S.à r.l. and Ocwen Financial Corporation*
10.7Form of Data Center and Disaster Recovery Services Agreement between Altisource Solutions S.à r.l. and Ocwen Financial Corporation*
10.8 Form of Altisource Portfolio Solutions 2009 S.A Equity Incentive Plan*
10.9Employment Agreement by and between Altisource Solutions S.à r.l. and William B. Shepro*
10.10Employment Agreement by and between Altisource Solutions S.à r.l. and Robert D. Stiles*
10.11Employment Agreement by and between Altisource Solutions S.à r.l. and Kevin J. Wilcox*
   
31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
   
31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
   
32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
   
32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
 
* Incorporated by reference from the similarly described exhibit filed in connection with Amendment No. 1 to our Registration Statement on Form 10 (File No. 001-34354), as filed with the Commission on June 29, 2009.

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PART II — OTHER INFORMATION
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
     
 ALTISOURCE PORTFOLIO SOLUTIONS S.A.
 
 
Date: June 29,August 4, 2009By: /s/ Robert D. Stiles   
 Robert D. Stiles,  
 Chief Financial Officer
(On behalf of the Registrant and as its
principal financial officer 
 

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