Attached files
file | filename |
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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
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
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 |
69 |
INDEPENDENT AUDITORS REPORT
To the Board of Directors and Stockholder of
The Mortgage Partnership of America, L.L.C.
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 Companys 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 Companys 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
Atlanta, Georgia
April 26, 2010
1
THE MORTGAGE PARTNERSHIP OF AMERICA, L.L.C.
Consolidated Balance Sheets
(Dollars in Thousands)
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)
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)
Consolidated Statements of Changes in Equity
(Dollars in Thousands)
For the Years Ended December 31, 2009 and 2008 | ||||||||||||
Non-controlling | ||||||||||||
MPAs 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)
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)
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 Ones 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 Companys 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)
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 ExpensesPrepaid 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 sellers price
to the buyer is fixed or determinable; and 4) collectability is reasonably assured.
Defined Contribution 401(k) Plan Some of the Companys 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 MPAs 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)
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
Returns 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)
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 Companys 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 Altisources common stock valued at $24.92 per share. A portion of the consideration
(314,135 shares) will be held in escrow to secure MPAs indemnification obligations under the
Purchase and Sale Agreement.
9