Attached files

file filename
EX-23.1 - EX-23.1 - Altisource Portfolio Solutions S.A.g23096exv23w1.htm
EX-99.3 - EX-99.3 - Altisource Portfolio Solutions S.A.g23096exv99w3.htm
8-K/A - FORM 8-K/A - Altisource Portfolio Solutions S.A.g23096e8vkza.htm
Exhibit 99.2
The Mortgage Partnership of America, L.L.C.
Consolidated Financial Statements as of and for the Years Ended December 31, 2009 and 2008, and Independent Auditors’ Report

 


 

The Mortgage Partnership of America, L.L.C.
Table of Contents
As of and for the Years Ended December 31, 2009 and 2008
         
    Page(s)  
Independent Auditors’ Report
    1  
 
       
Consolidated Financial Statements
       
 
       
Consolidated Balance Sheets
    2  
 
       
Consolidated Statements of Operations
    3  
 
       
Consolidated Statements of Changes in Equity
    4  
 
       
Consolidated Statements of Cash Flows
    5  
 
       
Notes to Consolidated Financial Statements
    6–9  

 


 

INDEPENDENT AUDITORS’ REPORT
To the Board of Directors and Stockholder of
The Mortgage Partnership of America, L.L.C.
We have audited the accompanying consolidated balance sheets of The Mortgage Partnership of America, L.L.C. (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of operations, statements of changes in equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company at December 31, 2009 and 2008 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
April 26, 2010

1


 

THE MORTGAGE PARTNERSHIP OF AMERICA, L.L.C.
Consolidated Balance Sheets
(Dollars in Thousands)
                 
    December 31,     December 31,  
    2009     2008  
ASSETS
               
Current Assets:
               
Cash and Cash Equivalents
  $ 6,993     $ 4,355  
Accounts Receivable, net
    3,885       1,391  
Prepaid Expenses and Other Current Assets
    337       197  
     
Total Current Assets
    11,215       5,943  
 
               
Premises and Equipment, net
    19       33  
 
     
Total Assets
  $ 11,234     $ 5,976  
     
LIABILITIES AND EQUITY
               
Current Liabilities:
               
Accounts Payable and Accrued Expenses
  $ 1,385     $ 938  
Deferred Revenue
    3       73  
     
Total Current Liabilities
    1,388       1,011  
     
 
               
Commitments and Contingencies (Note 8)
               
 
               
Equity:
               
 
               
The Mortgage Partnership of America, L.L.C. (“MPA”) Interests
    7,203       3,821  
Non-controlling Interests
    2,643       1,144  
     
Total Equity
    9,846       4,965  
     
Total Liabilities and Equity
  $ 11,234     $ 5,976  
     
See notes to consolidated financial statements.

2


 

THE MORTGAGE PARTNERSHIP OF AMERICA, L.L.C.
Consolidated Statements of Operations
(Dollars in Thousands)
                 
    For the Years Ended  
    December 31,  
    2009     2008  
Revenue:
               
Preferred Investor
  $ 17,684     $ 9,225  
Preferred Vendor
    1,470       853  
National Training
    742       542  
Membership Fees
    728       453  
Other
    374       309  
     
Total Revenue
    20,998       11,382  
 
               
Expenses:
               
Salaries and Benefits
    3,142       2,535  
Professional Services
    307       125  
Occupancy and Equipment
    226       236  
Other Operating
    1,988       1,431  
     
Total Expenses
    5,663       4,327  
     
 
               
Income from Operations
    15,335       7,055  
Other Income, net
    78       147  
     
Net Income
    15,413       7,202  
Net Income Attributed to Non-controlling Interests
    (9,210 )     (4,381 )
     
Net Income Attributed to MPA
  $ 6,203     $ 2,821  
     
See notes to consolidated financial statements.

3


 

THE MORTGAGE PARTNERSHIP OF AMERICA, L.L.C.
Consolidated Statements of Changes in Equity
(Dollars in Thousands)
                         
    For the Years Ended December 31, 2009 and 2008  
            Non-controlling        
    MPA’s Interest     Interests     Total  
Balance, January 1, 2008
  $ 3,381     $ 983     $ 4,364  
 
                       
Net Income
    2,821       4,381       7,202  
Contributions
          17       17  
Distributions
    (2,381 )     (4,237 )     (6,618 )
     
Balance, December 31, 2008
    3,821       1,144       4,965  
 
                       
Net Income
    6,203       9,210       15,413  
Contributions
          36       36  
Distributions
    (2,821 )     (7,747 )     (10,568 )
     
Balance, December 31, 2009
  $ 7,203     $ 2,643     $ 9,846  
     
See notes to consolidated financial statements.

4


 

THE MORTGAGE PARTNERSHIP OF AMERICA, L.L.C.
Consolidated Statements of Cash Flows
(Dollars in Thousands)
                 
    For the Years Ended  
    December 31,  
    2009     2008  
Cash flows from operating activities:
               
Net Income
  $ 15,413     $ 7,202  
Adjustments to reconcile net income to net cash flow from operating activities:
               
Depreciation and Amortization
    14       16  
Changes in Assets and Liabilities:
               
Accounts Receivable, net
    (2,494 )     178  
Prepaid Expenses and Other Current Assets
    (140 )     (167 )
Accounts Payable and Accrued Expenses
    447       400  
Other Current Liabilities
    (70 )     (92 )
     
Net Cash Flow from Operating Activities
    13,170       7,537  
     
 
               
Cash flows from investing activities:
               
Additions to Premises and Equipment
          (12 )
     
 
               
Net Cash Flow from Investing Activities
          (12 )
     
 
               
Cash flows from Financing Activities:
               
Distributions to MPA Interests
    (2,821 )     (2,381 )
Contributions from Non-controlling Interests
    36       17  
Distributions to Non-controlling Interests
    (7,747 )     (4,237 )
     
 
               
Net Cash Flow from Financing Activities
    (10,532 )     (6,601 )
     
 
               
Net Increase in Cash and Cash Equivalents
    2,638       924  
Cash and Cash Equivalents at the Beginning of the Year
    4,355       3,431  
     
Cash and Cash Equivalents at the End of the Year
  $ 6,993     $ 4,355  
     
See notes to consolidated financial statements.

5


 

THE MORTGAGE PARTNERSHIP OF AMERICA, L.L.C.
Notes to Consolidated Financial Statements
As of and for the Years Ended December 31, 2009 and 2008
(Dollars in Thousands)
1. ORGANIZATION
     The Mortgage Partnership of America, L.L.C. (“MPA” or the “Company”) was formed as a Delaware limited liability company with the purpose of being sole manager of Best Partners Mortgage Cooperative, Inc. doing business as Lenders One Mortgage Cooperative (“Lenders One”). Lenders One is a national alliance of independent mortgage bankers (“Members”) that provides its Members with revenue enhancing, cost reducing, and market share expanding opportunities. The alliance was established in 2000 and as of December 31, 2009 consists of more than 155 members.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Basis of Accounting — The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
     Principles of Consolidation — The consolidated financial statements include the accounts of the Company and Lenders One, a corporation determined to be a variable interest entity for which MPA is the primary beneficiary. Intercompany accounts and transactions have been eliminated.
     Variable Interest Entities — MPA is the managing member of Lenders One as established in the management agreement between MPA and Lenders One dated December 2000 (“Management Agreement”). MPA was formed to act on behalf of Lenders One and its Members principally to negotiate favorable terms on mortgage-related and non-mortgage-related products and services. These include agreements with third parties that improve capital markets execution (Preferred Investor Agreements or PIAs) and agreements that lower Members’ cost for certain services (Preferred Vendor Agreements). The term of the Management Agreement is 25 years and ends December 31, 2025. For providing these services MPA receives payment from Lenders One based upon the benefits achieved for the Members. The payment generally represents approximately 50% of the savings or improved execution achieved by the Members. The Management Agreement provides MPA with broad powers such as recruiting members for Lenders One, collection of fees and other obligations from Members of Lenders One, processing of all rebates owed to Lenders One, day-to-day operation of Lenders One, and negotiation of contracts with vendors including signing contracts on behalf of Lenders One.
     The Company determined that the Management Agreement between MPA and Lenders One represents a variable interest in a variable interest entity and that MPA is the primary beneficiary since MPA is deemed to absorb the largest amounts of Lender One’s expected losses and expected residual returns. As a result, Lenders One is presented in the accompanying financial statements as of December 31, 2009 and 2008 on a consolidated basis, with any interests of the Members reflected as noncontrolling interest. At December 31, 2009 and 2008, Lenders One had total assets of $4,523 and $2,300, respectively and payables of $1,880 and $1,156, respectively.
     Use of Estimates — The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts assets and liabilities and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.
     Concentration of Credit Risk — The Company’s financial instruments that are exposed to concentrations of credit risk principally consist of cash and cash equivalents, investments and accounts receivable. The Company deposits cash and cash equivalents and investments in accounts with major financial institutions and, at times, such investments may be in excess of federal insured limits.

6


 

THE MORTGAGE PARTNERSHIP OF AMERICA, L.L.C.
Notes to Consolidated Financial Statements, continued
(Dollars in Thousands)
     Revenues from the top three preferred investors equaled 25%, 23% and 19% of revenue for the year ended December 31, 2009. One of these preferred investors represented 13% of accounts receivable at December 31, 2009. Revenues from the top three preferred investors equaled 30%, 28% and 16% of revenue for the year ended December 31, 2008. One of these preferred investors represented 35% of accounts receivable at December 31, 2008.
     Cash and Cash Equivalents — Cash and Cash Equivalents include cash in banks and investments in short-term instruments with an original maturity date of three months or less.
     Accounts Receivable, Net — Accounts Receivable are net of an allowance for doubtful accounts that represent an amount estimated to be uncollectible. Management has estimated the allowance for doubtful accounts based on historical write-offs, analysis of past due accounts based on the contractual terms of the receivables, and the assessment of the economic status of customers, if known.
     Prepaid Expenses—Prepaid expenses primarily comprise advance payments made to vendors for services to be provided in future periods.
     Premises and Equipment, Net —Premises and Equipment, Net are reported at cost and depreciated over their estimated useful lives using the straight-line method as follows:
     
Furniture and Fixtures
  7 years
Office Equipment
  5 years
Computer Hardware and Software
  2 — 3 years
     Payments for maintenance and repairs are recorded as expenses when incurred.
     Revenue Recognition— Revenues from the services are recognized when revenue is realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists; 2) delivery has occurred or services have been performed; 3) the seller’s price to the buyer is fixed or determinable; and 4) collectability is reasonably assured.
     Defined Contribution 401(k) Plan — Some of the Company’s employees currently participate in a defined contribution 401(k) plan under which the Company may make matching contributions equal to a discretionary percentage determined by the Company. The Company recorded expense of $159 and $119 in 2009 and 2008, respectively related to discretionary amounts contributed.
     Income Taxes — MPA is treated as a partnership for federal and state income tax purposes, and generally does not incur income taxes. Instead, its earnings and losses are included in the income tax returns of its members. Therefore, no provision or liability for federal and state income taxes has been included in these financial statements. Lenders One is treated as a corporation for federal and state income tax purposes, however, operating as a cooperative, it returns all its income to the cooperative members and no tax is incurred at the cooperative level.
3. TRANSACTIONS WITH RELATED PARTIES
     Carpet Co-op of America (“CCA”) has an ownership percentage in MPA and provides back office support to MPA such as accounting, human resources, and information technology services. During 2009 and 2008 MPA recognized operating expenses from CCA of $114 and $112, respectively and at December 31, 2009 and 2008 had accounts payable to CCA of $402 and $340, respectively.
     Community Mortgage Lenders of America, Inc. (“CMLA”) is a 501(c)(6) organization that was formed in 2009 that provides community mortgage lenders with timely and accurate information on changing regulatory requirements, and to ensure that community mortgage lenders have a voice in Washington, D.C. regarding how the mortgage industry is regulated. Two members of MPA’s management serve on the board of directors of CMLA and there is a management agreement between MPA and CMLA. MPA provides management services, administrative

7


 

THE MORTGAGE PARTNERSHIP OF AMERICA, L.L.C.
Notes to Consolidated Financial Statements, continued
(Dollars in Thousands)
support, and financial and accounting support for a monthly fee to CMLA. During 2009, CMLA paid $2 for these services.
     Mortgage Returns LLC (“Mortgage Returns”) is a provider of customer retention management (“CRM”) software to the mortgage industry in which MPA has a 3% ownership interest. In 2008 MPA entered into a single enterprise license with a four year term at a reduced price for Mortgage Return’s CRM software which is an integral part of Lenders One productivity system called LOANMax. The annual licensing fee is $0.3 million plus supplemental amounts as new Members join Lenders One. During 2009 and 2008 MPA recognized $0.5 million and $0.2 million respectively, of expense related to the license and at December 31, 2009 and 2008, the Company recorded prepaid expenses for license fees of $0.2 million and $0.1 million, respectively.
4. ACCOUNTS RECEIVABLE, NET
     Accounts Receivable, net consists of the following:
                 
    December 31,
    2009   2008
Accounts Receivable
  $ 657     $ 610  
Unbilled Fees
    3,226       785  
Other Receivables
    6        
     
 
    3,889       1,395  
Allowance for Doubtful Accounts
    (4 )     (4 )
     
 
               
Total
  $ 3,885     $ 1,391  
     
5. PREPAID EXPENSES AND OTHER CURRENT ASSETS
     Prepaid Expenses and Other Current Assets consist of the following:
                 
    December 31,
    2009   2008
Prepaid Expenses
  $ 307     $ 179  
Other Current Assets
    30       18  
     
 
               
Total
  $ 337     $ 197  
     
6. PREMISES AND EQUIPMENT, NET
     Premises and Equipment, net consists of the following:
               
    December 31,
    2009   2008
Computer Hardware and Software
  $ 36   $ 36  
Furniture and Fixtures
    36     36  
Office Equipment and Other
    14     14  
     
 
    86     86  
Less: Accumulated Depreciation and Amortization
    (67 )   (53 )
     
 
             
Total
  $ 19   $ 33  
     
     Depreciation and amortization expense, amounted to $14 and $16 for 2009 and 2008, respectively, and is included in Occupancy and Equipment expense in the accompanying Consolidated Statements of Operations.

8


 

THE MORTGAGE PARTNERSHIP OF AMERICA, L.L.C.
Notes to Consolidated Financial Statements, continued
(Dollars in Thousands)
7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
     Accounts Payable and Accrued Expenses consist of the following:
                 
    December 31,
    2009   2008
Accounts Payable
  $ 474     $ 366  
Accrued Salaries and Benefits
    800       483  
Other Accrued Expenses
    111       89  
     
Total
  $ 1,385     $ 938  
     
8. COMMITMENTS AND CONTINGENCIES
Litigation
     The Company is from time to time involved in legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the outcome of such matters will not have a material impact on the Company’s financial condition, results of operations or cash flows.
Leases
     The Company leases certain space under a non-cancelable operating lease agreement. The operating lease agreement expires June 30, 2011. Future minimum lease payments at December 31, 2009 under this agreement are as follows:
         
    Operating  
    Lease  
    Obligations  
2010
  $ 104  
2011
    52  
 
     
 
  $ 156  
 
     
     Total operating lease expense was $108 and $107 for the years ended December 31, 2009 and 2008, respectively.
9. SUBSEQUENT EVENTS
     The Company evaluated subsequent events through April 26, 2010, which is the issuance date of the financial statements, and made the determination that no events other than disclosed below occurred subsequent to December 31, 2009, that would require disclosure in or would be required to be recognized in the financial statements.
Acquisition by Altisource Portfolio Solutions S.A.
     In February 2010, Altisource acquired 100% of the outstanding equity interest of MPA pursuant to a Purchase and Sale Agreement. Consideration for the transaction consisted of $29.0 million in cash, a put option and 959,085 shares of Altisource’s common stock valued at $24.92 per share. A portion of the consideration (314,135 shares) will be held in escrow to secure MPA’s indemnification obligations under the Purchase and Sale Agreement.

9