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Item 1A. Risk Factors

2021-03-11 compared with 2020-03-05 · 298 added, 316 removed, 45 unchanged (93% of the section changed)

The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered.

The risks and uncertainties described below are not the only ones we face.

Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair our business operations.

If any of the following risks, or other events related to such risks, or additional risks and uncertainties not presently known to us or that we currently deem immaterial, actually occur or become material, our business, reputation, results of operations and financial condition could be adversely affected.

Furthermore, the risk factors described below may not describe the full nature or scope of such risks.

Risks Related to Our Business and Industry

Negative or positive changes in economic conditions and in the United States housing market can affect demand for various of our services, which could reduce our revenues and adversely affect our business and results of operations.

The performance and growth of certain of our businesses are dependent on the number of outstanding mortgages, mortgage delinquency rates, volume of residential loan originations and single-family residential real estate transactions in the United States.

In the event of an economic slowdown, increase in interest rates or any other factor that would lead to a decrease in the volume of residential real estate transactions, our origination services, businesses related to the purchase or sale of closed residential mortgages and insurance services businesses could be adversely affected.

Conversely, a strengthening economy and housing market, or changes in applicable regulations or requirements in dealing with delinquent borrowers or regarding foreclosure practices, may result in lower delinquencies or foreclosures, resulting in a decline in demand for our default-related businesses.

Further, in the event that adverse economic conditions or other factors lead to a decline in levels of home ownership and a reduction in the aggregate number of United States mortgage loans outstanding, our business and results of operations could be adversely affected.

Our business is subject to substantial competition which may adversely affect our business and results of operations.

The markets for our services are very competitive.

Our competitors vary in size and in the scope, breadth and combination of the services they offer.

We compete for existing and new customers against both third parties and the in-house capabilities of our customers and potential customers.

Some of our competitors are more established, better known, have a stronger reputation and greater resources, or provide services, performance or pricing that may be more attractive to potential customers, and some have widely-used technology platforms which they seek to use as a competitive advantage to drive sales of other competing products and services.

We may not be able to compete successfully against current or future competitors.

Competitive pressures we face in the markets in which we operate may adversely affect our business and results of operations.

Ocwen is currently our largest customer and the loss of Ocwen as a customer or a significant reduction in the volume of services that we provide to Ocwen could adversely affect our business and results of operations.

During the year ended December 31, 2019 , Ocwen was our largest customer, accounting for 56% of our total revenue.

Additionally, 6% of our revenue for the year ended December 31, 2019 was earned on the loan portfolios serviced by Ocwen, when a party other than Ocwen or the MSR owner selected Altisource as the service provider.

Ocwen has disclosed that it is subject to a number of ongoing federal and state regulatory examinations, consent orders, inquiries, subpoenas, civil investigative demands, requests for information and other actions and is subject to pending legal proceedings, some of which include claims against Ocwen for substantial monetary damages.

While not inclusive, regulatory actions to date have included subjecting Ocwen to independent oversight of its operations and placing certain restrictions on its ability to acquire servicing rights.

Ocwen may become subject to future federal and state regulatory investigations, inquiries, requests for information and legal proceedings, any of which could also result in adverse regulatory or other actions against Ocwen.

The foregoing may have significant adverse effects on Ocwen’s business and/or our continuing relationship with Ocwen.

For example, Ocwen may be required to alter the way it conducts business, including the parties with which it contracts for services, it may be required to seek changes to its existing pricing structure with us, it may lose its non-GSE servicing rights or subservicing arrangements or may lose one or more of its state servicing or origination licenses.

Additional regulatory actions or adverse financial developments may impose additional restrictions on or require changes in Ocwen’s business that could require it to sell assets or change its business operations.

Any or all of these effects could result in our eventual loss of Ocwen as a customer or a reduction in the number and/or volume of services Ocwen purchases from us, which may adversely affect our business and results of operations.

If any of the following events with respect to our relationship with Ocwen occurred, Altisource’s revenue could be significantly lower and our business and results of operations could be adversely affected, including from the possible impairment or write-off of goodwill, intangible assets, property and equipment, other assets and accounts receivable:

Altisource loses Ocwen as a customer or there is a significant reduction in the volume of services they purchase from us

We could also be impacted if Ocwen loses, sells or transfers a significant portion of its GSE and FHA servicing rights or subservicing arrangements or remaining non-GSE servicing rights or subservicing arrangements and Altisource fails to be retained as a service provider

The contractual relationship between Ocwen and NRZ changes significantly and this change results in a change in our status as a provider of services related to the Subject MSRs

Ocwen loses state servicing licenses in states with a significant number of loans in Ocwen’s servicing portfolio

The contractual relationship between Ocwen and Altisource changes significantly or there are significant changes to our pricing to Ocwen for services from which we generate material revenue

Altisource otherwise fails to be retained as a service provider

There may be other events that could cause the loss of Ocwen as a customer or reduce the size of our relationship with Ocwen, or that could otherwise adversely affect the revenues we earn from Ocwen, and could adversely affect our business and results of operations.

We entered into the Brokerage Agreement with NRZ’s licensed brokerage subsidiary with respect to the Subject MSRs.

If the Brokerage Agreement is terminated, or if there is a significant reduction in the volume of services that we provide pursuant to such agreement, our business and results of operations could be adversely affected.

The risks and uncertainties described below address the most materials risks, of which we are currently aware but are not the only ones we face.

Therefore, the following risk factors should not be considered a complete list of potential risks that we may face.

Any risk factor described in this Annual Report on Form 10-K or in any of our other SEC filings, or any risk not currently known to us or that we currently anticipate to be immaterial may, by itself, or together with other factors, materially adversely affect our business, reputation, prospects, competitive position, liquidity, results of operations, capital position or financial condition, including by materially increasing our expenses or decreasing our revenues, which could result in material losses.

If any of these risks occur, the trading price of our common stock could decline, and investors could lose all or part of their investment.

While insurance coverage may be applicable to help address certain risks that may crystalize, recovery pursuant to our insurance policies may not be available, and available insurance may be insufficient to compensate for damages, expenses, fines, penalties, and other losses we may incur as a result of these and other risks.

In this ITEM 1A, unless the context otherwise clearly indicates, references to our “services” include any services, products or solutions provided, or made available, by us.

Risks Related to the COVID-19 Pandemic

We face certain risks related to the COVID-19 pandemic and the measures taken to prevent its spread.

The COVID-19 pandemic continues to have a profound impact on our business, our customers, the industries in which we operate, and the societies and economies in which we conduct our business and operations.

We anticipate that we will continue to experience the impacts of the COVID-19 pandemic through at least the 2021 calendar year and beyond.

The extent and duration of the impact of the COVID-19 pandemic and governmental, mortgage servicer, mortgage investor and societal responses will depend on future developments, including the duration and severity of the pandemic, which remain highly uncertain.

As a result, it is difficult to predict the impact on our business.

Further, as a result of interruptions caused by the pandemic and responses to the pandemic by our customers’, various governmental bodies and mortgage investors:

• We may not be able to maintain a stable workforce or operate our workforce and facilities in an efficient or productive manner as we respond to changes caused by the COVID-19 pandemic, restrictions on services or work that may be performed, restrictions on workforce reductions, facility closures or remote work arrangements, or mandates from

governments or public health authorities, particularly with respect to our services that require travel or an on-site presence.

• The demand for our services and our vendors’ ability to provide services in a timely and cost-effective fashion may be negatively impacted, which could result in a reduction in our revenue and/or an increase in our costs.

For example, foreclosure and REO referrals may be impacted by foreclosure and eviction moratoriums.

In addition, certain of our field services offerings may be precluded by government orders limiting the performance of non-essential services or become difficult to fulfill due to our field vendors’ reluctance to perform services, especially services that are not clearly specified by authorities as essential or those that present the potential for human contact.

• We may need to seek alternate vendors or suppliers as existing vendors and suppliers may be unable to timely and cost effectively provide services.

This may disrupt our operations, negatively impact our ability to provide services, and may be more expensive.

If we are not able to obtain or contract with alternate vendors or suppliers our operations would be negatively impacted.

In addition, our customers or consumers may be unwilling to interact with our employees or vendors, or visit properties related to our services, which may impact our ability to provide such services.

Volatile or uncertain economic conditions caused by the COVID-19 pandemic, or its consequences, have and may continue to affect our customers and the markets we serve, causing customers to reduce, defer or eliminate spending on our services.

Our compliance with work from home, business closure, shelter in place and other similar regulations may impose additional costs on us and could negatively impact our control environment or create additional risks for our business, including increasing our risk for cybersecurity breaches or failures.

We have transitioned a significant portion of our workforce to work remotely to protect the health and safety of our workforce and customers and, in certain instances, in response to government actions.

We are not able to anticipate the potential duration of remote work arrangements necessitated by the COVID-19 pandemic.

We may incur significant costs associated with such work arrangements.

Further, our business continuity plans in the face of remote working and other adjustments to business may not be sufficient to address business interruptions or a global pandemic of COVID-19's scale and magnitude, or may not be implemented on a timely or error free basis in response to changes, resulting in negative operational impacts and errors.

Employing a remote work environment could decrease employee productivity, including due to a lower level of employee oversight, distraction caused by the pandemic and its impact on daily life, employee health conditions or illnesses, employees acting as caregivers, disruption due to home schooling and child care obligations, use of slower residential Internet connections, the instability, inadequacy or unavailability of our network, or unstable electrical services or unreliable Internet access.

We also may face increased data privacy and security risks resulting from the use of non-Altisource networks to access information and to provide services.

Additional risks to our systems and data, and customer, vendor and/or borrower data are presented by increased phishing activities targeting employees, vendors and counterparties in transactions, the possibility of attacks on our systems or systems of employees working remotely as well as by decreased supervision or monitoring of employees.

Remote work arrangements could also negatively impact certain controls, such as our financial reporting systems, internal control over financial reporting and disclosure controls and procedures.

If we do face a reduction in productivity, data privacy or cybersecurity failures or breaches, or issues with our controls, we may incur additional costs to address such issues and our financial condition and results may be adversely impacted.

We may be subject to legal claims from customers, employees and other third parties as a result of the response to COVID-19, including contractual breach claims and personal injury claims.

Interruptions caused by the pandemic and our, our customers’ and various governmental bodies’ responses to the pandemic could adversely impact our ability to comply with various legal and contractual obligations, including service level agreements and performance standards in our revenue agreements, restoration obligations in our leases, and obligations to perform or use services in pre-approved locations, whether as a result of an inability to staff personnel for certain services in appropriate locations or as a result of compliance with various imposed regulations.

Some of our agreements may not contain force majeure clauses or similar provisions that would sufficiently excuse any non-performance due to the pandemic.

Accordingly, counterparties to these contracts may assert that we have breached these contracts and caused damages.

Even if our agreements contain force majeure clauses or similar provisions, our customers may dispute that such provisions are applicable to excuse our failures to perform.

In such cases, we could face additional costs, penalties, fee reductions, an exercise of termination rights, legal claims and liabilities.

Further, we could face legal claims from employees, contractors, vendors, borrowers or other individuals who claim to have been exposed to and contracted the COVID-19 virus as a result of our failure to comply with legal or hygiene requirements related to COVID-19 in the provision of our services.

If we face claims under contracts or claims from employees, contractors, vendors, borrowers or others our insurance coverage may not be applicable to, or sufficient to cover, all claims, costs, and damages we incur, which would result in us bearing these costs.

The COVID-19 pandemic and its ramifications could further aggravate, accelerate, or precipitate any of the risk factors discussed below.

Risks Related to Our Business and Operations

We earn the majority of our revenue in connection with providing services to two customers.

The majority of our revenue is earned from providing services to Ocwen and NRZ.

If either party substantially reduces the scope or volume of services acquired from us, or otherwise ceases using us as a vendor, it would negatively impact our business.

In addition, providing services to these customers affords us the opportunity to provide certain services to third parties.

For example, we may have the opportunity to earn commissions or fees from, or we may be able to provide on-line auction services, title insurance and escrow services, or other services to, buyers on certain real estate transactions, and the loss of these customers would also result in the loss of these additional revenue streams.

Customer concentration exposes us to concentrated credit risk, as a significant portion of our accounts receivable may be from one or both of these customers.

If the characteristics of the portfolios of properties on which we provide services for either of these customers were to significantly change, for example to become more rural or lower value, this could impact the type and volume of services that we provide, increase our costs of doing business, or reduce the value of commissions or fees we earn.

Our business concentration or relationships with these two customers may be viewed as a risk or otherwise negatively by other customers or potential customers, impeding our efforts to retain customers or obtain new customers.

Changes that reduce or limit the use of online default real estate auctions or otherwise reduce the volume or rate of success of such auctions can negatively impact our auction marketplace, real estate brokerage and related default services.

Governmental, GSE, servicer or investor actions or action by others that restrict online real estate auctions (foreclosure and REO), or direct the use of auction providers other than us, could negatively impact demand for our auction marketplace, real estate brokerage and related services, and negatively impact our ability to meet certain contractual performance metrics, including those related to aging of assets, time on market and sale price compared to valuation.

If we fail to satisfy applicable performance metrics or perform in a manner satisfactory to our customers, such customers may reduce the services they acquire from us or otherwise terminate us as a provider.

We entered into a Cooperative Brokerage Agreement with NRZ’s licensed brokerage subsidiary.

If the agreement is terminated, or if there is a significant reduction in the volume of services that we provide pursuant to such agreement, our business and results of operations could be adversely affected.

On August 28, 2017, Altisource, through its licensed subsidiaries, entered into the Brokerage Agreement with NRZ which extends through August 2025.

Under this agreement and related amendments, Altisource is the exclusive provider of brokerage services for REO associated with the Subject MSRs, irrespective of the subservicer, as long as NRZ owns such MSRs.

NRZ’s brokerage subsidiary receives a cooperative brokerage commission on the sale of certain REO properties from these portfolios subject to

certain exceptions.

Under this agreement and related amendments, Altisource is the exclusive provider of brokerage services for REO associated with the certain MSRs, irrespective of the subservicer, as long as NRZ owns such MSRs.

The Brokerage Agreement may be terminated by NRZ upon the occurrence of certain specified events.

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If any one of these termination events occurs and the Brokerage Agreement is terminated, this could have an adverse impact on business and results of operations.

In addition, NRZ operational changes or other action that reduces the number of properties achieving REO status could:

(i) reduce the volume of services that we provide on the Subject MSRs pursuant to our agreements with Ocwen, and (ii) reduce the volume of services that we provide pursuant to the Brokerage Agreement;

which could have an adverse impact on our business and results of operations.

We are providing other default-related services for the Subject MSRs subject to our agreements with Ocwen, and we do not have a services agreement with NRZ.

If NRZ takes action that results in a significant reduction in the volume of default-related services for the Subject MSRs, our business and results of operations could be adversely affected.

Altisource provides services on the Subject MSRs pursuant to its agreements with Ocwen (other than brokerage services for REO associated with the Subject MSRs).

However, NRZ could challenge our right to provide such services under the Ocwen agreements or exercise its purported right to assign other service providers such that the fee-based service referrals do not continue in whole or in part.

If Altisource were no longer providing services for some or all of the Subject MSRs, this could have an adverse impact on our future revenue, business and results of operations.

Our continuing relationship with Ocwen could inhibit our ability to attract and retain other customers which could adversely affect our business and results of operations.

Given the significance of our relationship with Ocwen and the regulatory scrutiny of Ocwen and Altisource, we may encounter difficulties in attracting new customers and retaining existing customers.

Should these and other potential customers view Altisource as part of Ocwen or as too closely related to or dependent upon Ocwen or view Altisource as being subject to or at risk of regulatory scrutiny, they may be unwilling to utilize our services and our non-Ocwen growth could be inhibited as a result and our business and results of operations could be adversely impacted.

We have key customer relationships, other than Ocwen and NRZ, the loss of which could adversely affect our business and results of operations.

Most of our customers are not contractually obligated to continue to use our services at historical levels or at all.

The loss of any of these key customers or their failure to pay us could reduce our revenue and adversely affect our business and results of operations.

Technology disruptions, failures, defects or inadequacies, delays or difficulties in implementing software or hardware changes, acts of vandalism or the introduction of harmful code could damage our business operations and increase our costs, and could adversely affect our business and results of operations.

Disruptions, failures, defects or inadequacies in our technology or technology we acquire from third parties, delays in the development of our technology or acts of vandalism, system attacks or the introduction of malicious code to our technology or software, may interrupt or delay our ability to provide services to our customers or cause the loss, corruption or disclosure of data.

Because of our reliance on technology to perform services and our storage and processing of consumer information in performance of services, we may be a particular target for network hackers or others with malicious intent.

Any sustained and repeated disruptions in these services may have an adverse impact on our and our customers’ business and results of operations and, in the case of acts of vandalism or introduction of harmful code, could necessitate improvements to our physical and cyber security practices that may require an investment of money, time and resources.

Many of our services and processes require effective interoperation with internal and external technology platforms and services, and failures in such interoperation could have a negative impact on our operations and the operations of our customers, and could have an adverse impact on our business and results of operations.

In addition, NRZ operational changes or other actions that reduce the number of properties converting to REO status could:

(i) reduce the volume of services that we provide on the applicable MSRs pursuant to our agreements with Ocwen, and (ii) reduce the volume of services that we provide pursuant to the Brokerage Agreement.

We rely on critical technology to provide certain of our services.

We rely on our proprietary technology in our Hubzu real estate marketing, Equator, Trelix Connect, Vendorly and other platforms.

We leverage third party technology to provide certain

of our services, including using third party order management and billing technology in our default businesses, and using third party technology to access data or take actions, such as governmental filings, and externally hosted and managed data centers and operating environments.

Disruptions, failures, defects or inadequacies in our technology or third party technology or related services we utilize, delays or errors in developing of our technology, or acts of vandalism, misuse or malicious use of our solutions, system attacks or the introduction of malicious code in technology we utilize, may interrupt or delay our ability to provide products or services to our customers, impact our ability to satisfy performance requirements, or cause the loss, corruption or disclosure of data.

We may be a particular target for network hackers or others with malicious intent due to our storage and processing of consumer information as part of providing our services or as a result of operating public-facing technology platforms, including, for example, our Hubzu marketing platform.

Any sustained and repeated disruptions in these services may have an adverse impact on our and our customers’ business and results of operations and, in the case of acts of vandalism or introduction of harmful code, could necessitate improvements to our physical and cybersecurity practices that may require an investment of money, time and resources.

Further, our customers may require changes and improvements to the systems we provide to them to manage the volume and complexity, laws or regulations of their businesses, or to interoperate with other systems, which changes and improvements may be unfeasible, unsuccessful, costly or time-consuming to implement or may create disruptions in our provision of services to customers.

Our customers may refuse to agree to modifications to technology or infrastructure that we provide to them or that interoperate with the technology or infrastructure we provide to them that we may believe are desirable to improve the reliability, performance, efficiency and/or cost in delivering.

Additionally, the improper implementation or use of Altisource technology by customers could adversely impact the operation of that technology, and potentially cause harm to our reputation, loss of customers, negative publicity or exposure to liability claims or government investigations or actions.

The occurrence of any of the foregoing events could adversely impact our business and results of operations.

Failures of technology services and infrastructure providers could adversely impact Altisource’s business and results of operations.

Altisource relies on certain key technology vendors to provide systems and services critical to Altisource’s operations and services, including cloud service providers.

The failure of such technology vendors to provide systems or services in accordance with applicable requirements could negatively impact our ability to perform services and meet our obligations.

Such a failure could have an adverse impact on our business and results of operations.

We depend on our ability to access data from external sources to maintain and grow our businesses.

If we are unable to access needed data from these sources or if the prices charged for these services significantly increase, the quality, pricing and availability of our products and services may be adversely affected, which could have an adverse impact on our business and results of operations.

We rely on data from public and private sources to maintain and grow some of our businesses (such as Hubzu and RentRange ® ) and to maintain our databases (such as multiple listing service data).

In addition, we rely on certain technology services from vendors to provide certain infrastructure, technology and functionality critical to our services.

Our data sources or vendors could cease providing or reduce the availability, type, details or other aspects of their data or services available to us, change the performance or functionality of technology services or increase the price we pay for their data.

If a number of suppliers are no longer able or are unwilling to provide us with certain data or technology services, or if our sources of data or technology services become unavailable or too expensive, we may need to find alternative sources.

If we are unable to identify and contract with suitable alternative suppliers and efficiently and effectively integrate these sources into our service offerings or infrastructure, we could experience service disruptions, increased costs and reduced quality of our services.

In addition, new legal restrictions could limit the use or dissemination of data in a manner that adversely impacts our products, services or operations.

Significant price increases or restrictions could have an adverse impact on our business and results of operations.

The Company’s databases contain our proprietary information, the proprietary information of third parties and personal information of our customers, vendors and employees.

Our failure to comply with applicable collection, privacy, notice, disclosure, use, deletion or other requirements, or the unauthorized disclosure of such information, could subject us to adverse publicity, investigations, fines, costly government enforcement actions or private litigation and expenses, which could adversely affect our business and results of operations.

As part of our business and operation of our technology, we maintain proprietary information belonging to the Company or third parties in tangible and electronic forms and electronically receive, process, store and transmit personal information (“PI”) and confidential and sensitive business information of ourselves and of our customers, vendors and employees.

Customer and governmental authorities increasingly impose more stringent security obligations on us, our services and the security of our customers’ data and PI, and impose new liabilities for data breaches.

We and our vendors rely on processes that are intended to provide necessary notices regarding the collection and use of PI, and to permit subjects to exercise their legal rights concerning their PI in our possession.

If those processes are not sufficient, we or our vendors may fail to comply with applicable requirements concerning PI in our possession.

In addition, we rely on the security of our facilities, networks, databases, systems and processes and, in certain circumstances, those of third parties, such as vendors, to protect our proprietary information and PI in our possession and information about our customers, vendors and employees.

Hackers, criminals and others are constantly devising schemes to circumvent security safeguards and other large and small companies have suffered serious data security breaches.

If our controls and those of our clients or vendors are not effective, are outdated or do not exist, or if we fail to detect or respond to attacks or intrusions, unauthorized parties may gain access to our networks or databases or information, or those of our customers or vendors with which we interconnect or share information, and they may be able to steal, publish, delete, or modify our sensitive proprietary information and sensitive third party information, including PI.

In addition, employees may intentionally or inadvertently cause

data or security breaches that result in unauthorized release of such PI, proprietary or confidential information.

In such circumstances, our business could suffer and we could be held liable to our customers, vendors, other parties or employees, as well as be subject to notification requirements or regulatory or other actions for breaching applicable laws or failing to adequately protect such information.

This could result in costly investigations and litigation, civil or criminal penalties, large scale remediation requirements, operational changes or other response measures, significant penalties, fines, settlements, costs, consent orders, loss of consumer confidence in our security measures and negative publicity that could adversely affect our business and results of operations.

Our business is susceptible to disruption from natural disasters, labor unrest, civil unrest, intentional acts of destruction, physical intrusion and other business continuity risks that may render certain of our assets and business facilities unusable for an extended period of time, which could adversely affect our business and results of operations.

Our physical facilities and technology infrastructure, including infrastructure provided by third parties, is susceptible to disruption due to natural disasters, labor or civil unrest, intentional acts of destruction, physical intrusion and other business continuity risks that could impair or prevent our use of such facilities and infrastructure for an extended period of time.

Current business continuity plans, back-up facilities and technology infrastructure may not be adequate or sufficient to remotely operate for an extended period of time, and current business interruption insurance may not be adequate to sufficiently compensate for any loss, in the event of a natural disaster, labor or civil unrest, intentional act of destruction or other business continuity risks.

Furthermore, certain of our assets are concentrated in geographical areas that may be affected by natural disasters, labor or civil unrest, intentional acts of destruction, physical intrusion and other business continuity risks or extended recovery timelines, which may result in limited access to those assets, significant damage to such assets or destruction of such assets.

Our Indian and Philippine facilities may be especially prone to weather-related disasters and civil unrest.

Interruptions in our operations for an extended period of time and/or damage or destruction of assets and facilities could have an adverse effect on our business and results of operations.

Given the nature of the industry in which we operate, we have long development and sales cycles for many of our services, analytics and technology solutions and if we fail to close sales after expending significant time and resources to do so, our business and results of operations could be adversely affected.

We have long development and sales cycles for many of our services, analytics and technology solutions.

Our customers generally conduct lengthy bidding and contracting processes, and extensive due diligence, as part of contracting with services providers.

The products and services that we provide are subject to extensive regulatory and client requirements which contribute to long development cycles.

We may expend significant time and resources in pursuing a particular customer or customers that does not generate revenue or pursuing a particular service or solution for our existing customers that does not generate revenue.

We may encounter delays when developing new services or technology solutions.

Changes in relevant regulations or industry practices may render existing solutions or ongoing development efforts obsolete or require significant modifications.

We may experience difficulties in installing or integrating our services and technologies on platforms used by our customers.

Further, defects in our technology solutions, errors or delays in the processing of electronic transactions or other difficulties could result in interruption of business operations, delay in market acceptance, additional development and remediation costs, loss of customers, negative publicity or exposure to liability claims, and our business and results of operations could be adversely impacted.

Delays due to the length of our sales cycle or costs incurred that do not result in sales could have an adverse effect on our business and results of operations.

The failure of any of the insurance underwriting loss limitation methods we use could have adversely affect our business and results of operations.

Additionally, the improper implementation or use of Altisource technology, such as Equator, by customers could adversely impact the operation of that technology, and potentially cause harm to our reputation, loss of customers, negative publicity or exposure to liability claims or government investigations or actions.

We depend on our ability to use services, products, data and infrastructure provided by third parties to maintain and grow our businesses.

We rely on certain third parties to provide services, products and solutions including certain data, infrastructure, technology, systems and functionality including a third party hosted and managed data center and operating environment (collectively, “Technologies”) critical to our services, including our Hubzu real estate marketing, Equator, Trelix TM Connect, Vendorly®, RentRange® and other solutions.

The failure of such third parties to provide or make available the Technologies in accordance with applicable requirements could negatively impact our ability to provide our services or perform transactions and to meet our obligations.

In addition, these third parties could cease providing or reduce the availability, type, details or other aspects of the Technologies, and change the pricing, performance or functionality of the Technologies.

If such Technologies become unavailable or too expensive and we are unable to obtain suitable alternatives and efficiently and effectively integrate these alternatives into our service offerings or infrastructure, we could experience service disruptions, increased costs and reduced quality of our services.

The Company’s databases contain our proprietary information, the proprietary information of third parties and personal information of our customers, consumers, vendors and employees.

Our failure to comply with applicable information management requirements or best practices, or the unauthorized disclosure of information, could subject us to adverse publicity, investigations, fines, costly government enforcement actions or private litigation and expenses.

As part of our business we collect, store, process, transfer and dispose in tangible and electronic forms customer, consumer, vendor and employee personal information (“PI”).

We and our vendors rely on processes that are intended to provide necessary notices regarding the collection, storage, processing and destruction of PI, and to permit subjects to exercise their legal rights concerning their PI in our possession.

If those processes are not sufficient, we or our vendors may fail to comply with applicable requirements concerning PI.

In addition, we rely on the security of our facilities, networks, databases, systems and processes and, in certain circumstances, third parties, such as vendors, to protect PI.

If our controls and those of our customers or vendors are not effective, are outdated or do not exist, or if we fail to detect or respond to attacks or intrusions, unauthorized parties may gain access to our networks or databases or information, or those of our customers or vendors with which we interconnect or share information, and they may be able to steal, publish, delete, or modify PI.

In addition, employees may intentionally or inadvertently cause data or security breaches that result in unauthorized release of such PI.

Further, our efforts to delete or destroy PI may not be consistent with our disclosed policies or may not be successful, resulting in the theft or unintentional disclosure of PI, including when disposing of media on which PI may be stored.

In such circumstances, our business could be harmed and we could be liable to our customers, employees or vendors, or to regulators, consumers or other parties, as well as be subject to notification requirements or regulatory or other actions for breaching applicable laws or failing to adequately protect such information.

The insurance underwriting loss limitation methods we use could fail.

Altisource, through its subsidiary Association of Certified Mortgage Originators Risk Retention Group, Inc., provides certified loan insurance to its customers.

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Further, there is no certainty that we will be able to purchase the amount or type of reinsurance we desire in the future or that the reinsurance we desire will be available on terms we consider acceptable or with reinsurers with whom we want to do business.

Any failure of our insurance underwriting loss limitation methods or similar insurance related risks described above could adversely affect our business and results of operations.

Under certain material agreements that we are currently a party to or may enter into in the future, the formation by shareholders of Altisource of a “group” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) with ownership of Altisource capital stock exceeding a defined percentage may give rise to a termination event or an event of default, which could result in an adverse impact on the Company’s future revenue, results of operations and financial position.

Under certain of the Company’s material agreements a change of control would be deemed to occur if, among other things, a “group” (as that term is used in Sections 13(d) and 14(d) of the Exchange Act) is formed by shareholders holding beneficial ownership of a defined percentage of the combined voting power and/or economic interest of the Company’s capital stock.

The Company’s Brokerage Agreement with NRZ’s licensed brokerage subsidiary contains a similar provision, and the Company may enter into material agreements in the future that contain similar provisions.

The formation of a “group” could occur without the involvement of or input by the Company, and the Company is not in a position to prevent such an event from occurring.

Under certain material agreements that we are currently a party to or may enter into in the future, the formation by shareholders of Altisource of a “group” with ownership of Altisource capital stock exceeding a defined percentage may give rise to a termination event or an event of default.

Under certain of our material agreements a change of control would be deemed to occur if, among other things, a “group” (as that term is used in Sections 13(d) and 14(d) of the Exchange Act) is formed by shareholders holding beneficial ownership of a defined percentage of the combined voting power or economic interest of our capital stock.

The Brokerage Agreement with NRZ’s licensed brokerage subsidiary contains a similar provision, and we may enter into material agreements in the future that contain similar provisions.

The formation of a “group” could occur without the involvement of or input by us, and we are not in a position to prevent such an event from occurring.

Such a change of control could constitute a termination event or an event of default under these agreements.

If any of these agreements were terminated, or if the event of default is not waived, this could have an adverse impact on the Company’s future revenue, results of operations and financial position.

Our business and the business of our customers are subject to extensive scrutiny and regulation, and the perceived failure or failure to comply with existing or new regulations or license requirements may adversely impact our business and results of operations.

Our business and the business of our customers are subject to extensive scrutiny and regulation by federal, state and local governmental authorities including the FTC, the CFPB, the SEC, the HUD and the state and local agencies that license or oversee certain of our auction, real estate brokerage, mortgage services, trustee services and insurance services.

We also must comply with a number of federal, state and local consumer protection laws including, among others, ADA, CHBR, CAN-SPAM, CCPA, ECOA, FACTA, FCPA, FCRA, the Fair Housing Act, the FTC Act, GLBA, HARP, HMDA, HOEPA, RPAPL, RESPA, the SAFE Act, SCRA, TCPA, TILA, UDAAP and UDAP acts.

We are also subject, or may in the future become subject, to various foreign laws and regulations as well, including those pertaining to data protection, such as the GDPR.

These foreign, federal, state and local requirements can and do change as statutes and regulations are enacted, promulgated or amended.

Furthermore, the interpretation or enforcement by regulatory authorities of these requirements may change over time.

The creation of new regulatory authorities or changes in the regulatory authorities overseeing applicable laws and regulations may also result in changing interpretation or enforcement of such laws or regulations.

We are also subject to licensing and regulation as a provider of certain services including, among others, services as a mortgage origination underwriter, valuation provider, appraisal management company, asset manager, property manager, title insurance agent, insurance broker and underwriter, real estate broker, auctioneer and foreclosure trustee in a number of states.

Our employees and subsidiaries may be required to be licensed by various state commissions for the particular type of service provided and to participate in regular continuing education programs.

We incur significant ongoing costs to comply with licensing requirements and governmental regulations and to respond to government and regulatory confidential inquiries, audits, regulatory examinations and other similar matters.

We also may lose or fail to maintain required licenses necessary to continue to do business in certain of our markets.

Participants in the industries in which we operate are subject to a high level of government and regulatory scrutiny.

This scrutiny has included review by federal and state governmental authorities of all aspects of the mortgage servicing and lending industries, including an increased legislative and regulatory focus on consumer protection practices.

Our and our customers’ failure to comply with applicable laws, regulations, consent orders or settlements could subject us to civil and criminal liability, loss of licensure, damage to our reputation in the industry, significant penalties, fines, settlements, adverse publicity, litigation, including class action lawsuits or administrative enforcement actions, costs and consent orders against us or our customers that may curtail or restrict our business as it is currently conducted.

If governmental authorities continue to impose new or more restrictive requirements or enhanced oversight, we may be required to increase or decrease our prices, modify our contracts or course of dealing and/or we may incur significant additional costs to comply with such requirements.

Also, if we are unable to adapt our products and services to conform to the new laws and regulations, or if these laws and regulations have a negative impact on our clients, we may experience client losses or increased operating costs.

In addition, certain of our technology and other services are provided at the direction and pursuant to the identified requirements of our customers.

The failure of our customers to properly identify or account for regulatory requirements applicable to such technology and services or to use such technology or services in a compliant manner could expose us to significant penalties, fines, settlements, costs and consent orders.

Periodically, we are subject to audits and examinations by federal, state and local governmental authorities and receive subpoenas, civil investigative demands or other requests for information from such governmental authorities in connection with their regulatory or investigative authority.

We are currently responding to such inquiries from governmental authorities relating to certain aspects of our business, including as set forth in the Government Regulation section of Item 1 of Part I, “Business” above.

Responding to such audits, examinations and inquiries will cause us to incur costs, including legal fees or other charges, which may be material

in amount, and in addition, may result in management distraction or may cause us to modify or terminate certain services we currently offer.

If any such audits, examinations or inquiries result in allegations or findings of non-compliance, we could incur significant penalties, fines, settlements, costs and consent orders that may curtail, restrict or otherwise have an adverse effect on our business and results of operations.

Furthermore, even if we believe we complied with applicable laws and regulations, we may choose to settle such allegations with the governmental authorities in order to avoid the potentially significant costs of defending such allegations and to further avoid the risk of increased damages if we ultimately were to receive an unfavorable outcome, but such settlements may also result in further claims or create issues for existing and potential customers.

Any of the foregoing outcomes could have an adverse effect on our business or results of operations.

Furthermore, even if we believe we complied with such laws and regulations, we may choose to settle enforcement actions or lawsuits in order to avoid the potentially significant costs of defending such actions or lawsuits and to further avoid the risk of increased damages if we ultimately were to receive an unfavorable outcome;

such action could adversely affect our business and results of operations.

In addition, national servicing standards and federal and state government scrutiny and regulation and other requirements require very specific loan modification and foreclosure procedures among others that have further reduced the number of loans entering the foreclosure process and have negatively impacted our default services revenue and profit.

It is unclear when or if volumes will increase in the future.

Our customers are subject to government regulation, requiring our customers to, among other things, oversee their vendors and maintain documentation that demonstrates their oversight.

If our performance does not meet or is perceived not to meet such requirements, our business and results of operations could be adversely affected.

Our customers are subject to a variety of federal, state and local government regulations, including regulations promulgated by the CFPB, banking regulators and others, as well as consent orders and settlements.

The foregoing may require our customers to oversee their vendors and document the procedures performed to demonstrate that oversight.

Altisource, as a vendor, is subject to oversight by our customers.

If we do not meet the standards established by or imposed upon our customers, regulators allege that products or services provided by Altisource fail to meet applicable regulatory requirements, or if any other oversight procedures result in a negative outcome for Altisource, we may lose customers, may no longer be granted referrals for certain services, or may have to conform our business to address these standards, which could adversely affect our business and results of operations.

We may be subject to claims of legal violations or wrongful conduct from regulators, clients, our clients’ customers, vendors, competitors, third parties and/or other large groups of plaintiffs which may cause us to have unexpected litigation costs, damages or indemnifications, or modify our products or processes, which could adversely affect our business and results of operations.

From time to time, we may be subject to costly and time-consuming regulatory or legal proceedings that claim legal violations or wrongful conduct, including claims for violations of consumer protection laws, laws concerning PI or third party intellectual property rights.

These proceedings may involve regulators, clients, our clients’ customers, vendors, competitors, third parties and/or other large groups of plaintiffs and, if resulting in findings of violations, could result in substantial damages or indemnification obligations.

Additionally, we may be forced to settle some claims and change existing Company practices, services processes or technologies that are currently revenue generating.

Furthermore, even if we believe we have no liability for the alleged regulatory or legal violations or wrongful conduct, we may choose to settle such regulatory or legal proceedings in order to avoid the potentially significant costs of defending such allegations and to further avoid the risk of increased damages if we ultimately were to receive an unfavorable outcome.

The foregoing could lead to unexpected costs or a loss of revenue, which could adversely affect our business and results of operations.

The tax regulations, and the interpretation thereof, in the countries, states and local jurisdictions in which we operate periodically change, which may adversely affect our results due to higher taxes, interest and penalties.

Certain of our subsidiaries provide services in the United States and several countries internationally.

Those jurisdictions are subject to changing tax environments, which may result in higher operating expenses and/or taxes and which may introduce uncertainty as to the application of tax laws and regulations to our operations.

Furthermore, we may determine that we owe additional taxes or may be required to pay taxes for services provided in prior periods as interpretations of tax laws and regulations are clarified or revised.

Changes in laws concerning sales tax, gross recipient tax, dividends, retained earnings, and intercompany transactions and loans, among others, could impact us.

We may not be able to raise our prices to customers or pass-through such taxes to our customers or vendors in response to changes, which could adversely affect our results of operations.

In addition, if we fail to accurately anticipate or apply tax laws and regulations to our operations, we could be subject to liabilities and penalties.

We rely on third party vendors for many aspects of our business.

If our vendor oversight activities are ineffective, we fail to meet customer or regulatory requirements or we face difficulties managing our relationships with third party vendors, our business and results of operations could be adversely affected.

If our vendor oversight activities are ineffective, we may fail to meet customer or regulatory requirements.

We may face difficulties sourcing required vendors or managing our relationships with third party vendors.

We rely on third party vendors to provide goods and services in relation to many aspects of our operations, including certain providers of web-based services or software as services.

Our dependence on these vendors makes our operations vulnerable to the unavailability of such third parties, the pricing and quality of services offered by such third parties, solvency of those third parties and such third parties’ failure to perform adequately under our agreements with them.

In addition, where a vendor provides services that we are required to provide under a contract with a client, we are generally responsible for such performance and could be held accountable by the client for any failure of performance by our vendors.

We evaluate the competency and solvency of our key third party vendors.

We perform ongoing vendor oversight activities to identify potential new vendors, review vendor pricing and to identify any performance or other issues related to current vendors.

If our vendor oversight activities are ineffective or if a vendor fails to provide the services that we require or expect, or fails to meet contractual requirements, such as service levels or compliance with applicable laws, the failure could negatively impact our business by adversely affecting our ability to serve our customers and/or subjecting us to litigation and regulatory risk for ineffective vendor oversight.

In addition, where a vendor provides services that we are required to provide under a contract with a customer, we are generally responsible for such performance and could be held accountable by the customer for any failure of performance by our vendors.

If our vendor sourcing efforts are not effective or if we are otherwise not able to secure an appropriate supply and quality of vendors and services, or if vendors are prohibited or prevented from performing the services or providing the products for which we contract, including as the result of restrictions imposed by state or local governments or health departments, we may be unable to provide services or compliant services.

If our vendor oversight activities are ineffective or if a vendor fails to provide the services that we require or expect, or fails to meet contractual requirements, such as service levels or compliance with applicable laws, the failure could negatively impact our business by adversely affecting our ability to serve our customers or subjecting us to litigation and regulatory risk for ineffective vendor oversight.

Furthermore, the failure to obtain services at anticipated pricing could impact our cost structure and the prices of services we provide.

In addition, Altisource may be contractually required by its customers or by applicable regulations to oversee its vendors and document procedures performed to demonstrate that oversight.

If we fail to meet such customer or regulatory requirements, or we face difficulties managing our relationships with third party vendors, we may lose customers or may no longer be granted referrals for certain services or could be subject to adverse regulatory action, which could adversely affect our business and results of operations.

If financial institutions at which we hold cash and cash equivalents as well as escrow funds fail, it could have an adverse impact on our business and results of operations.

We hold our cash and cash equivalents at various financial institutions.

In addition, we hold customers’ deposits in escrow accounts at various financial institutions pending completion of certain real estate activities.

These amounts are held in escrow accounts for limited periods of time and are not included in the accompanying consolidated balance sheets.

We may become liable for funds owed to third parties as a result of the failure of one or more of these financial institutions, in addition to loss of our cash and cash equivalents, and there is no guarantee we would recover the funds deposited, whether through Federal Deposit Insurance Corporation coverage, private insurance or otherwise and our business and results of operations could be adversely impacted.

We generate significant cash from our operations that is deposited into our operating accounts at banks and also, in connection with real estate transactions (Mortgage and Real Estate Solutions and Marketplace offerings), in escrow accounts, which exposes us to risk of loss due to fraudulent or inadvertent misappropriation of cash.

We hold our cash and cash equivalents at various financial institutions.

In addition, we hold customers’ deposits in escrow accounts at various financial institutions pending completion of certain real estate activities.

These cash balances expose us to purposeful misappropriation of cash by employees or others and unintentional mistakes resulting in a loss of cash which may not be recoverable.

In addition, we may become liable for funds owed to third parties as a result of such purposeful misappropriation of cash by employees or others and unintentional mistakes resulting in a loss of cash held in escrow accounts, and there is no guarantee we would recover the lost funds from the party or parties involved in a fraudulent or inadvertent misappropriation of cash and our business and results of operations could be adversely impacted.

We make extensive use of contractors in certain of our lines of business.

If we are required to reclassify contractors as employees, we may incur fines and penalties and additional costs and taxes.

A significant number of contractors provide services in our operations for whom we do not pay or withhold any federal, state or local employment tax or provide employee benefits.

These contractors may be retained by us or retained by vendors providing services to us.

There are a number of tests used in determining whether an individual is an employee or a contractor.

There can be no assurance that legislative, judicial or regulatory (including tax) authorities will not introduce proposals or assert interpretations of existing rules and regulations that would change, or at least challenge, the classification of our contractors.

Although we believe we have properly classified our contractors, and require our vendors to property classify contractors used in connection with providing services to us, the United States Internal Revenue Service or other United States federal or state authorities or similar authorities of a foreign government may determine that we or our vendors have misclassified our contractors for employment tax or other purposes and, as a result, seek additional taxes from us, require us to pay certain

compensation or benefits to wrongly classified employees, or attempt to impose fines or penalties.

In addition, contractors may assert claims that they are our employees and seek to recover compensation, benefits, damages and penalties from us.

If we are required to pay employer taxes, pay backup withholding compensation, benefits, damages or penalties with respect to prior periods with respect to or on behalf of our contractors or those of our vendors, our operating costs will increase.

We could have conflicts of interest with Ocwen, NRZ, and/or certain of our shareholders, members of management, employees and members of our Board of Directors, which may be resolved in a manner adverse to us.

We have significant business relationships with and provide services to Ocwen and to NRZ.

Certain members of our management and independent members of our Board of Directors (or entities affiliated with such Board of Directors members) have direct or beneficial equity interests in Ocwen or in NRZ, including in one instance, equity interests in Ocwen (slightly less than 10%) and Altisource (approximately 24%) as well as debt of both of these parties, and equity interests in NRZ (less than 1%).

Such interests could create, or appear to create, potential conflicts of interest with respect to matters potentially or actually involving or affecting us and Ocwen or NRZ.

There can be no assurance that we will implement measures that will enable us to manage potential conflicts with Ocwen or NRZ.

There can be no assurance that any current or future measures that may be implemented to manage potential conflicts will be effective or that we will be able to manage or resolve all potential conflicts with Ocwen or NRZ, and, even if we do, that the resolution will be no less favorable to us than if we were dealing with another third party that has none of the connections we have with Ocwen or NRZ.

Further, certain employees, directors and officers have, and may continue to hold interests in, non-wholly owned subsidiaries.

Their ownership of these interests may divert their time and attention away from operating our business and may otherwise create or appear to create potential conflicts of interest with us.

There can be no guarantee that we will be able to continue to implement appropriate measures to manage these potential conflicts of interest.

Our success depends on the relevant industry experience and relationships of certain members of our Board of Directors, executive officers and other key personnel.

Our success is dependent on the efforts and abilities of members of our Board of Directors, our executive officers and other key employees, many of whom have significant experience in the real estate and mortgage, financial services and technology industries or play a substantial role in our relationship with certain customers.

In particular, we are dependent on the services of members of our Board of Directors and key executives at our corporate headquarters and personnel at each of our lines of business and support groups.

In addition, certain members of our Board of Directors, executive officers or other key employees have relationships with certain customers or vendors that facilitate our business and operations.

The loss of the services of any of these members of our Board of Directors, executives or key personnel could have an adverse effect on our business and results of operations or relationships with certain customers or vendors.

To maintain our substance and leadership as a Luxembourg company, we seek to convene Board meetings in Luxembourg several times each year and our executive management is largely based in Luxembourg.

The travel required by our directors, and current restrictions on and requirements to such travel, to Luxembourg may serve as an impediment to attract and retain directors and director candidates.

Our Luxembourg location can also make it difficult to attract and retain executive officers and other senior leadership.

We may face difficulties to attract, motivate and retain skilled employees.

Our business is labor intensive and places significant importance on our ability to recruit, engage, train and retain skilled employees.

Additionally, demand for qualified professionals with experience in certain businesses (e.g.

residential title, valuation and loan underwriting) or technologies may exceed available supply.

Our ability to recruit and train employees is critical to achieving our growth objective.

Further, some of our business operations require recruiting and retaining employees with certain professional licenses, particularly in the United States.

In 2020, we saw an increase demand for professionals licensed to work in our originations and default business, and significant turnover in that area.

Our originations business may continue to encounter significant challenges in attracting and retaining employees as needed to satisfy demand or growth expectations for our services, or to be able to limit compensation related costs to make operations economically viable.

We may not be able to attract and retain skilled employees, we may face an increase in wages or other costs of attracting, training or retaining skilled employees.

The presence of our operations in multiple countries subject us to risks endemic to those countries.

We have employees and operations outside of the US in countries such as Luxembourg, India and Uruguay.

The occurrence of natural disasters, epidemics or other health emergencies, or political or economic instability impacting these countries could interfere with work performed by these labor sources or could result in us having to replace or reduce these labor sources.

Furthermore, the practice of utilizing labor based in foreign countries has come under increased scrutiny in the United States.

Governmental authorities could seek to impose financial costs or restrictions on foreign companies providing services to

customers in the United States.

Governmental authorities may attempt to prohibit or otherwise discourage our United States-based customers from sourcing services from foreign companies and, as a result, some of our customers may require us to use labor based in the United States or cease doing business with Altisource.

In addition, some of our customers may require us to use labor based in the United States for other reasons.

To the extent that we are required to use labor based in the United States, we may not be able to pass on the increased costs of higher-priced United States-based labor to our customers.

Risks Related to our Growth Strategy

We may be unable to realize sales represented by our awarded business or sales pipeline.

We have significantly expanded the scope of services that we provide to our existing customer base and expanded our customer portfolio with the addition of several new customers.

As part of our business and financial planning, we make assumptions about the quantity and timing of services that each of these customers will order from us.

In many instances, however, our customers may not be obligated to acquire our services or may only be obligated to acquire our services to the extent the customer can make use of such services.

Our volume of sales may not materialize to the extent our customers elect to use providers of services other than us, or if economic or industry conditions exist such that our clients do not require the assumed quantity of services.

For example, economic conditions and restrictions instituted by governmental authorities, GSEs, servicers or investors in response to the COVID-19 pandemic may negatively impact the quantity or timing of customer demand for our services despite the existence of an agreement.

Our customers may use more than one provider for given services resulting in such customers varying over time the quantity or mix of services acquired from us versus other providers.

Even in cases where our customer contracts require minimum purchases by a customer, we may be unable or we may determine that it is unadvisable for us to seek to enforce or collect upon the contractual minimums.

We may fail to adapt our services to changes in technology or in the marketplace related to mortgage servicing or originations, changing requirements of governmental authorities, GSEs and customers.

Customers may seek to reduce reliance upon or the number of service providers.

The markets for our services are characterized by constant technological and other changes, our customers’ and competitors’ frequent introduction of new services, and evolving industry standards and government regulations.

We are currently in the process of, and from time to time will be, developing and introducing new services and technologies and improvements to existing services.

Our future success will be significantly affected by our ability to complete our current efforts and in the future enhance, our services and develop and introduce new services that address the increasingly sophisticated needs of our customers and their customers, as well as our ability to reduce costs by relying on cloud architecture and other infrastructure advancements.

These efforts may include implementing new real estate auction and marketing capabilities, as well as technological and other modifications to increase efficiency and flexibility in supplying our default-related and originations services.

These initiatives carry the risks associated with any new service development effort, including cost overruns, delays in delivery and performance effectiveness.

There can be no assurance that we will be successful in developing, marketing, selling and implementing new and improved services.

In addition, we may experience difficulties that could delay or prevent the successful development, introduction and marketing of these services.

Our services and their enhancements may also not adequately meet the demands of the marketplace or governmental authorities and achieve market acceptance.

Customers of our default-related services and origination services may seek to reduce the number of service providers employed through vendor consolidation, insourcing (providing the services itself) or by other means.

Such changes could reduce the demand for our services or control over the prices we are able to charge for our services.

Acquisitions to accelerate growth initiatives involve potential risks.

Historically, our strategy has included the acquisition of complementary businesses from time to time.

In the future, we may consider acquisitions of or merger with other businesses that could complement our business, offer us greater access in our current markets or offer us greater access and expertise in other asset types and markets that are related to ours but we do not currently serve.

Our ability to pursue additional acquisitions in the future is dependent on our access to sufficient capital (equity and/or debt) to fund the acquisition and subsequent integration.

Because of the obligations to maintain a minimum cash threshold in the Cooperative Brokerage Agreement and restrictions in our senior secured term loan agreement, we may not be able to secure adequate capital as needed on terms that are acceptable to us, or at all.

When we acquire new businesses, we may face a number of integration risks, including a loss of focus on our daily operations, the need for additional management, constraints on operating resources, constraints on financial resources from integration and system conversion costs and the inability to maintain key pre-acquisition relationships with customers, suppliers and employees.

We may have particular integration risks as we are a Luxembourg-domiciled company, resulting in numerous changes that may need to be made immediately or promptly following closing of such an acquisition.

In addition, any acquisition may result in the incurrence of additional amortization expense of related intangible assets, which could reduce our profitability.

Failure to properly and timely integrate any acquired business may result in our inability to realize the expected value from the acquisition, which can lead us to sell or otherwise dispose of the acquired business at a loss.

Risks Related to our Industry

Changes in the housing or mortgage originations markets could negatively impact demand for our services.

A decrease in sales of residential properties in the United States could reduce the demand for certain of our services provided in connection with the marketing and sale of real estate, including services ancillary to the sale, such as closing services and title insurance services.

In addition, reduced demand for residential property could depress the price of sales that do occur, negatively impacting commissions and other fees we receive which are set as a percentage of the property sale price.

Reductions in the volume of residential mortgage originations in the United States could decrease the demand for mortgage originations and mortgage insurance related products, including services provided to members of the Lenders One mortgage cooperative.

A reduction in residential mortgage delinquencies, defaults or foreclosures in the United States can negatively affect demand for certain of our services.

We provide certain services to residential mortgage servicers and subservicers, as well as government sponsored entities, federal agencies and others, to protect, preserve, manage and potentially dispose of properties securing residential mortgage loans, when such loans become delinquent, default, undergo foreclosure or become a REO asset.

Rates of residential mortgage delinquencies, defaults and foreclosures can be negatively impacted by numerous factors, including strengthening economic conditions, a reduction in the number of residential mortgages outstanding or a reduction in home ownership levels or by governmental action.

National servicing standards, federal and state government scrutiny and regulation, requirements specifying loan loss mitigation, modification and foreclosure procedures, rules instituted by governmental authorities, GSEs, servicers or investors preventing actions related to loan delinquencies and foreclosures, including moratoriums on foreclosures and mortgage payment forbearance plans, such as those implemented in response to the COVID-19 pandemic, among others may reduce the number of mortgage loans entering the foreclosure process and suspend pending foreclosure and eviction actions.

If these conditions continue, they would likely negatively impact demand for our default services.

The expiration dates of certain of these requirements may be indefinite or extended in the future making it difficult to predict when such requirements may end.

Reductions in the rates of residential mortgage delinquencies, defaults, foreclosures and REO would likely reduce demand for our services related to inspecting, maintaining, valuing, marketing and selling such assets.

If faced with an extended period of decline in demand for and revenue from certain of our services as a result of economic conditions or due to government, GSE, servicer or investor restrictions related to loan delinquencies and foreclosures, including moratoriums on foreclosures and mortgage payment forbearance plans, such as those implemented in response to the COVID-19 pandemic, we may be unable to sufficiently adjust our cost structure to avoid losses in our operations that provide such impacted services or to maintain our ability to offer those services in the future.

In response to such conditions, we may be required to modify or suspend such operations which could negatively impact our ability to timely respond to an increase in demand for such services or to provide such services in the future, or which could cause us to incur significant expense to restart or scale such services in response to an increase in demand.

Developments that reduce the supply or sale of REO could negatively affect demand for certain of our services and negatively impact our ability to meet certain contractual performance metrics.

Reduction in the supply of REO or sales of REO in the United States could reduce the demand for and volume of certain of our services, including REO asset management, REO property inspection and preservation, real estate brokerage and real estate auction and marketing services, as well as sales of REO, especially in cases where more desirable properties are sold at foreclosure auctions and do not convert to REO.

For example, we anticipate that the continuation of foreclosure and eviction moratoriums will reduce the supply of REO we receive from our customers through 2021.

The reduction in the supply of REO or sales of REO could also impact our ability to meet certain contractually required service metrics, including those related to aging of assets, time on market and sale price compared to valuation.

Risks Related to Financing, Our Indebtedness and Capital Structure

If we are unable to generate sufficient cash flow or access the capital markets or our borrowing capacity is reduced, our liquidity and competitive position may be negatively affected.

An extended period of reduced demand for our default-related services or for our higher margin default-related services could negatively impact our cash flow such that we may need to use unrestricted cash on hand to satisfy our obligations, which would

reduce our cash balance negatively impacting our liquidity.

If the limitations on foreclosures and evictions, and the forbearance plans, instituted by governmental authorities, GSEs, servicers or investors in response to the COVID-19 pandemic are extended, this could lengthen the period of reduced demand for our default-related services and continue to negatively impact our higher margin default related services, negatively impacting our liquidity.

In addition, our liquidity could be adversely affected by any inability to access the capital markets, volatility in the capital markets, unforeseen outflows of cash, funding for contingencies and increased regulatory liquidity requirements.

Our ability to borrow money could be limited, or our cost of borrowing could increase, due to volatility in the capital markets, worsening terms on which credit is available or limitations in our senior secured term loan agreements.

In addition, reduced revenue or cash flow, or volatility in the markets which we support, could negatively impact our ability to borrow or our ability to continue to satisfy the covenants and terms of our senior secured term loan agreements.

If we were to have a covenant default under our loan agreements, we would not be able borrow additional funds under our existing agreements and our lenders could seek to enforce the remedies available to them under our loan agreements.

A reduction in our ability to borrow funds to support our operations could also reduce our ability to pursue our business strategy to diversify and grow our customer base.

We have a significant net operating loss recognized by one of our Luxembourg subsidiaries, Altisource S.à r.l.

We may not be able to fully utilize this deferred tax asset before the net operating loss expires.

In connection with a merger of two of the Company’s wholly-owned subsidiaries in December 2017, which was recognized at fair value, a net operating loss of $1.3 billion with a 17 year life was generated, creating a deferred tax asset of $342.6 million.

During 2019, the Company recognized a full valuation allowance with respect to this deferred tax asset.

If Altisource S.à r.l.

is unable to generate sufficient pretax income by 2034, the Company may not be able to fully utilize this deferred tax asset.

In addition, changes in our structure or operations could prevent us from fully realizing the benefit of such deferred tax asset.

Our primary source of liquidity is cash flows from operations.

We seek to deploy cash generated in a disciplined manner, which may include repurchasing and repaying our senior secured term loan, repurchasing shares of our common stock, making capital investments making acquisitions and paying dividends.

We may not deploy cash in the future as we have in the past.

While we have historically used cash from operations to repurchase and repay our senior secured term loan, repurchase shares of our common stock, make capital investments and make acquisitions, there is no guarantee that we will continue to do so or that we will do so at attractive prices.

Furthermore, there is no guarantee that cash from operations will be available for repurchasing our senior secured term loan, repurchasing shares of our common stock, making capital investments and making acquisitions.

Also, we may not repurchase our senior secured term loan and common stock, make capital investments and acquisitions at the same levels as in the past.

In addition, while the Company has not historically declared dividends, the Company may decide in the future to declare a dividend rather than, or in addition to, repurchasing our senior secured term loan and/or repurchasing shares of our common stock, making capital investments and/or acquisitions.

If we continue or increase such repurchases, make or increase capital investments and acquisitions or declare a dividend, we may not have sufficient cash for other opportunities that may arise.

Our senior secured term loan makes us more sensitive to the effects of economic change, including economic downturns and interest rate increases;

our level of debt and provisions in our senior secured term loan agreement could limit our ability to react to changes in the economy or our industry, which could adversely affect our business and results of operations.

Our level of debt makes us sensitive to the effects of our declining financial performance and interest rate increases;

our level of debt and provisions in our senior secured term loan agreement could limit our ability to react to changes in the economy or our industry.

Our senior secured term loan makes us more vulnerable to changes in our results of operations because a portion of our cash flows from operations is dedicated to servicing our debt and is not available for other purposes.

Our senior secured term loan is secured by virtually all of our assets and from time to time may trade at a substantial discount to face value.

Our ability to raise additional debt is largely limited and in many circumstances would be subject to lender approval and would require modification of certain senior secured term loan agreements, which could adversely affect our business and results of operations.

Additionally, increases in interest rates will negatively impact our cash flows as the interest rate on our debt is variable, which could adversely affect our business and results of operations.

Our ability to raise additional debt is largely limited and in many circumstances would be subject to lender approval and would require modification of certain senior secured term loan agreements.

Additionally, increases in interest rates above 1% will negatively impact our cash flows as the interest rate on our debt is variable.

The provisions of our senior secured term loan agreements could have other negative consequences to us including the following:

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Our ability to make payments on our indebtedness depends, in part, on our ability to generate cash in the future.

If we do not generate sufficient cash flows and do not have sufficient cash on hand to meet our debt service and working capital requirements, we may need to seek additional financing, raise equity or sell assets, and our ability to take these actions may be limited by the terms of our senior secured term loan.

This may make it more difficult for us to obtain financing on terms that are acceptable to us, or at all.

Without any such financing, we could be forced to sell assets to make up for any shortfall in our payment obligations under unfavorable circumstances.

Without any such financing, we could be forced to sell assets under unfavorable circumstances to make up for any shortfall in our payment obligations.

If necessary, we may not be able to sell assets quickly enough or for sufficient amounts to enable us to meet our obligations.

Failure to meet our debt service requirements could result in an event of default under our senior secured term loan agreement which, if not cured or waived, could result in the holders of the defaulted debt causing all outstanding amounts with respect to that debt to be immediately due and payable and potentially permitting lenders to execute applicable security interests, which impact our future operations or ability to engage in other favorable business activities.

The occurrence of any of the foregoing could adversely affect our business and results of operations.

In addition, certain senior secured term loan agreements contain covenants that limit our flexibility in planning for, or reacting to changes in, our business and our industry, including limitations on incurring additional indebtedness, making investments, adding new product lines, disposing or selling of assets, granting liens and merging or consolidating with other companies.

Complying with these covenants may impair our ability to finance our future operations or capital needs or to engage in other favorable business activities, which could adversely affect our business and results of operations.

Our failure to comply with the covenants or terms contained in our senior secured term loan agreements, including as a result of events beyond our control, could result in an event of default which could adversely affect our business and results of operations.

Failure to meet our debt service requirements could result in an event of default under our senior secured term loan agreement which, if not cured or waived, could result in the holders of the defaulted debt causing all outstanding amounts with respect to that debt to be immediately due and payable and potentially permitting lenders to execute applicable security interests, impacting our future operations or ability to engage in other favorable business activities.

In addition, certain senior secured term loan agreements contain covenants that may limit our flexibility in planning for, or reacting to changes in, our business and our industry, including limitations on incurring additional indebtedness, making investments, adding new product lines, disposing or selling of assets, granting liens and merging or consolidating with other

Complying with these covenants may impair our ability to finance our future operations or capital needs or to engage in other favorable business activities.

Our failure to comply with the covenants or terms contained in our senior secured term loan agreements, including as a result of events beyond our control, could result in an event of default.

Our senior secured term loan agreements require us to comply with various operational, reporting and other covenants or terms including, among other things, limiting us from engaging in certain types of transactions.

If we experience an event of default under our senior secured term loan agreements that is not cured or waived, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be immediately due and payable or choose to execute on applicable security interests.

If we experience an event of default under our senior secured term loan agreements that is not cured or waived, it could result in a going concern uncertainty, which in turn could provide certain of our clients the ability to terminate our agreements, and allows the holders of the defaulted debt to cause all amounts outstanding with respect to that debt to be immediately due and payable or choose to execute on applicable security interests.

Our assets or cash flows may not be sufficient to fully repay borrowings under our outstanding senior secured term loan if accelerated upon an event of default and we may not be able to refinance or restructure the payments on the senior secured term loan.

Such events could adversely affect our business and results of operations.

We may be unable to repay the balance of our senior secured term loan upon maturity in April 2024, particularly if cash from operations declines and assets are not readily available for sale, which could adversely affect our business and results of operations.

We may be unable to repay the balance of our senior secured term loan upon maturity in April 2024, particularly if cash from operations declines, assets are not readily available for sale or we are unable to refinance on favorable terms or at all.

Our senior secured term loan agreements require us to repay the outstanding balance due in April 2024 ($247.2 million, based on scheduled repayments through the maturity date).

If our cash from operations declines, there can be no assurance that our cash balances and other assets readily available for sale would be sufficient to fully repay borrowings under our outstanding senior secured term loan upon maturity in April 2024 or that we will be able to refinance the remaining portion of the debt prior to the due date.

Such events could adversely affect our business and results of operations.

Our failure to maintain the net debt less marketable securities to EBITDA ratio contained in our senior secured term loan agreements could result in required payments to the lenders of a percentage of our excess cash flows, which could adversely affect our ability to use our excess cash flows for other purposes.

If we were to default on the senior secured term loan, our lenders could take action adverse to our interests under the terms of the loan agreement, including seeking to take possession of the applicable collateral.

Under such circumstances, if we are not able to agree upon a resolution with our lenders, we might seek applicable legal protections including under bankruptcy law, which in turn could provide certain of our clients the ability to terminate our agreements.

If we refinance the loan under less favorable terms, we may be more constrained in our ability to finance and operate our business.

Our senior secured term loan agreements require us to distribute to our lenders 50% of our consolidated excess cash flows, as specified in the senior secured term loan agreements, if our net debt less marketable securities to EBITDA ratio, as defined in the senior secured term loan agreements, exceed 3.50 to 1.00, and 25% of our consolidated excess cash flows if our net debt less marketable securities to EBITDA ratio is 3.50 to 1.00 or less, but greater than 3.00 to 1.00.

If we were required to distribute a portion of our excess cash flows to our lenders, we may be limited in our ability to support our business, grow our business through acquisitions or investments in technology and we may be limited in our ability to repurchase our common stock, pay dividends or take other potentially advantageous actions.

There can be no assurance that we will maintain net debt less marketable securities to EBITDA ratio at levels that will not require us to distribute a portion of our excess cash flows to lenders, which could adversely affect our business and results of operations.

If we fail to maintain adequate internal controls, our ability to prepare accurate and timely financial statements could be impaired, which could adversely affect investor confidence in our reported financial information and which could adversely affect our business and results of operations.

We cannot be certain that we will be successful in implementing or maintaining adequate internal control over our financial reporting and financial processes.

Material weaknesses in our internal control over financial reporting could materially adversely affect our ability to comply with applicable financial reporting requirements, which could adversely affect our business and results of operations.

We have significant investments in goodwill and intangible assets recorded as a result of prior acquisitions and an impairment of these assets would require a write-down that would reduce our net income, which could adversely affect our business and results of operations.

There can be no assurance that we will maintain net debt less marketable securities to EBITDA ratio at levels that will not require us to distribute a portion of our excess cash flows to lenders.

As a result of prior investments we have made, we significant goodwill and intangible assets recorded in our financial statements.

Goodwill and intangible assets are assessed for impairment annually or sooner if circumstances indicate a possible impairment.

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In the event of significant volatility in the capital markets or a worsening of current economic conditions, we may be required to record an impairment charge, which would adversely affect our business and results of operations.

Possible future impairment of goodwill and intangible assets may have a material adverse effect on our business and results of operations.

Risks Related to our Growth Strategy

Our ability to grow is affected by our ability to execute on our strategic businesses, retain and expand our existing customer relationships and our ability to attract new customers.

Our ability to retain existing customers and expand those relationships and attract new customers is subject to a number of risks including the risk that we do not:

execute on our strategic businesses;

maintain or improve the quality and legal, regulatory and contractual compliance of services we provide to our customers;

meet or exceed the expectations of our customers;

maintain a good reputation;

successfully leverage our existing customer relationships to sell additional services;

attract new customers.

If our efforts to execute on our strategic businesses, retain and expand our customer relationships and attract new customers do not prove effective, it could have an adverse effect on our business and results of operations and our ability to maintain and grow our operations.

Our ability to expand existing relationships and attract new customers is also affected by broader economic factors and the strength of the overall housing market in the U.S., which can reduce demand for our services and increase competition for each customer’s business, and our results of operations could be adversely impacted, which could adversely affect our business and results of operations.

See “The economy and the housing market can affect demand for our services.”

If we do not adapt our services to changes in technology or in the marketplace, changing requirements of governmental authorities, GSEs and clients or if our ongoing efforts to upgrade our technology and particularly our efforts to complete development of our technology are not successful, we could lose customers and have difficulty attracting new customers for our services, which could have an adverse effect on our business and results of operations.

The markets for our services are characterized by constant technological and other changes, our customers’ and competitors’ frequent introduction of new services and evolving industry standards and government regulation.

We are currently in the process of, and from time to time will be, developing and introducing new services and technologies and improvements to existing services and technologies.

Our future success will be significantly affected by our ability to complete our current efforts and in the future enhance, primarily through use of automation, econometrics and behavioral science principles, our services and develop and introduce new services that address the increasingly sophisticated needs of our customers and their customers, as well as our ability to reduce costs by relying on cloud architecture and other infrastructure advancements.

These initiatives carry the risks associated with any new service development effort, including cost overruns, delays in delivery and performance effectiveness.

There can be no assurance that we will be successful in developing, marketing and selling new and improved technologies and services.

In addition, we may experience difficulties that could delay or prevent the successful development, introduction and marketing of these services.

Our services and their enhancements may also not adequately meet the demands of the marketplace or governmental authorities and achieve market acceptance.

Additionally, certain clients may refuse to consent to, or otherwise resist, such developments, modifications or changes in infrastructure, which may have an adverse impact on our business operations or results of operations.

Many of our institutional customers are consolidating the number of service providers, and we may lose customers or face significant pricing pressures, which could adversely affect our business and results of operations.

Many institutional customers of our default-related services and origination services are undergoing vendor consolidation efforts, reducing the number of service providers employed.

Such consolidation could reduce the demand for our services.

In addition, certain prices that we can charge may be dictated by GSEs and/or our institutional customers and we may not be able to reduce our vendor costs in order to maintain our profitability for those services.

Any of these results could have a negative impact on our business and results of operations.

Our ability to meet our growth objectives is dependent on the timing and market acceptance of our existing and new service offerings and ability to scale in response to changing market conditions.

Our ability to grow may be adversely affected by difficulties or delays in service development, the inability to gain market acceptance of existing and new services to existing and new customers or our inability to timely scale our operations to permit us to respond to changing market conditions.

There are no guarantees that existing and new services will prove to be commercially successful, that we will have sufficient scale or capabilities to satisfy all of the demand of existing or new customers, and our business and results of operations could be adversely impacted.

Some of our businesses are dependent on outsourcing.

Our continued growth at historical rates for some of our businesses is dependent on industry participants accepting of outsourcing.

Organizations may elect to perform such services themselves or may be prevented from outsourcing services.

A significant change in our customers’ preference or ability to outsource could have an adverse effect on our business and our results of operations.

Acquisitions to accelerate growth initiatives involve potential risks.

Historically, our strategy has included the acquisition of complementary businesses from time to time.

Between 2014 and 2016, we entered into five acquisition transactions.

In the future, we may consider acquisitions of other businesses that could complement our business, offer us greater access in our current markets or offer us greater access and expertise in other asset types and markets that are related to ours but we do not currently serve.

Our ability to pursue additional acquisitions in the future is dependent on our access to sufficient capital (equity and/or debt) to fund the acquisition and subsequent integration.

Because of the obligations to maintain a minimum cash threshold in the Brokerage Agreement and restrictions in our senior secured term loan agreement, we may not be able to secure adequate capital as needed on terms that are acceptable to us, or at all.

We may have particular integration risks as we are a Luxembourg-domiciled company, resulting in numerous changes that may

need to be made immediately or promptly following closing of such an acquisition.

In addition, any acquisition may result in the incurrence of additional amortization expense of related intangible assets, which could reduce our profitability.

Our failure to effectively pursue or integrate acquisitions, and such acquisitions themselves, may have an adverse effect on our business and results of operations.

We may be unable to reduce our cost structure in a timely manner in connection with a significant loss of revenue and/or customers, which could adversely affect our business and results of operations.

Our cost structure is composed of variable costs, which may be largely controllable with changes in revenue and/or our customer base, and fixed costs, which are less controllable with changes in revenue and/or our customer base, including interest associated with our senior secured term loan.

Certain of our services require significant staffing and reduction of staffing levels may take time and cause us to incur costs.

Our clients may have the ability to reduce the level of services acquired from us or otherwise terminate their contracts with us prior to us being able to adjust our staffing levels.

If we are unable to timely reduce our cost structure consistent with a significant decline in revenue, our results of operations, cash flows and financial condition could be adversely affected.

Risks Related to International Business

Our international operations subject us to additional risks which could have an adverse effect on our business and results of operations.

We have attempted to control our operating expenses by utilizing lower cost labor in foreign countries such as India, the Philippines and Uruguay.

As of December 31, 2019 , 2,517 of our employees were based in India, the Philippines and Uruguay.

These countries are subject to relatively higher degrees of political and social instability and may lack the infrastructure to withstand political unrest or natural disasters.

The occurrence of natural disasters or political or economic instability in these countries could interfere with work performed by these labor sources, or could result in our having to replace or reduce these labor sources.

Such disruptions could decrease efficiency, increase our costs and have an adverse effect on our business or results of operations.

Furthermore, the practice of utilizing labor based in foreign countries has come under increased scrutiny in the United States.

Governmental authorities could seek to impose financial costs or restrictions on foreign companies providing services to customers in the United States.

In addition, some of our customers may require us to use labor based in the United States for other reasons.

To the extent that we are required to use labor based in the United States, we may not be able to pass on the increased costs of higher-priced United States-based labor to our customers, which ultimately could have an adverse effect on business and results of operations.

The FCPA and other applicable anti-corruption laws and regulations prohibit certain types of payments by our employees, vendors and agents.

Any violation of the applicable anti-corruption laws or regulations by us, our subsidiaries or our local agents could expose us to significant penalties, fines, settlements, costs and consent orders that may curtail or restrict our business as it is currently conducted and could have an adverse effect on our business or results of operations.

Weakness of the United States dollar in relation to the currencies used in these foreign countries (e.g., Indian rupee) may also reduce the savings achievable through this strategy and could have an adverse effect on our business and our results of operations.

Altisource is a Luxembourg company and it may be difficult to obtain and enforce judgments against it or its directors and executive officers.

Altisource is a public limited liability company organized under the laws of, and headquartered in, Luxembourg.

As a result, Luxembourg law and the articles of incorporation govern the rights of shareholders.

Cash, cash equivalents and escrow funds we hold at financial institutions could be lost and not recoverable.

We hold our cash and cash equivalents at various financial institutions, including customer deposits in escrow accounts pending completion of certain real estate activities.

These cash balances expose us to purposeful misappropriation of cash by employees or others and unintentional mistakes resulting in a loss of cash which may not be recoverable.

Amounts that are held in escrow accounts for limited periods of time are not included in the accompanying consolidated balance sheets.

We may become liable for funds owed to third parties as a result of purposeful misappropriation of cash by employees or others, unintentional mistakes or the failure of one or more of these financial institutions.

There is no guarantee

we would recover the funds deposited, whether through Federal Deposit Insurance Corporation coverage, private insurance or otherwise.

Foreign Exchange

We have operations in India, Luxembourg and Uruguay which may result in us being party to non-United States dollar denominated transactions or incurring obligations in currencies other than the United States dollar, including, for example, payroll, taxes, facilities-related expenses.

Weakness of the United States dollar in relation to these applicable currencies (e.g., Euro, Indian rupee, Uruguayan peso) may increase our costs.

Risks Relating to Luxembourg Organization and Ownership of Our Shares

We are a Luxembourg company.

The rights of shareholder under Luxembourg law may differ in certain respects from the rights afforded to shareholders of companies organized under laws in other jurisdictions.

It may also be difficult to obtain and enforce judgments against us or our directors and executive officers.

We are a public limited liability company organized under the laws of, and headquartered in, Luxembourg.

As a result, Luxembourg law and our articles of incorporation govern the rights of shareholders.

The rights of shareholders under Luxembourg law may differ from the rights of shareholders of companies incorporated in other jurisdictions.

A significant portion of the assets of Altisource are owned outside of the United States.

It may be difficult for investors to obtain and enforce, in the United States, judgments obtained in United States courts against Altisource or its directors based on the civil liability provisions of the United States securities laws or to enforce, in Luxembourg, judgments obtained in other jurisdictions including the United States.

A significant challenge of the Luxembourg tax regime or of its interpretation by the Luxembourg tax authorities or others could adversely affect our business and results of operations.

The Company received and historically operated under a tax ruling from the Luxembourg tax authorities, which would have expired in 2019 unless extended or renewed.

In connection with an internal reorganization by the Company during 2017, the Company no longer operates under the tax ruling.

The European Commission (“EC”) has initiated investigations into several EU member states, including Luxembourg, to determine whether these EU member states have provided tax advantages to companies on a basis not allowed by the EU.

A significant portion of our assets are owned outside of the United States.

It may be difficult for our investors to obtain and enforce, in the United States, judgments obtained in United States courts against us or our directors based on the civil liability provisions of the United States securities laws or to enforce, in Luxembourg, judgments obtained in other jurisdictions including the United States.

A significant challenge of the Luxembourg tax regime or of its interpretation by the Luxembourg tax authorities, or its application of us or our business could negative impact us.

We received and historically operated under a tax ruling from the Luxembourg tax authorities, which would have expired in 2019 unless extended or renewed.

In connection with an internal reorganization by the Company during 2017, we no longer operate under this tax ruling.

While the EC’s investigations continue, it has concluded that certain companies in certain EU member states, including Luxembourg, have been provided such tax advantages.

The EC is requiring these EU member states to recover from certain companies the prior year tax benefits they received.

Such a development could have an adverse effect on our business and results of operations.

The Company has a significant net operating loss recognized by one of Altisource’s Luxembourg subsidiaries, Altisource S.à r.l.

The utilization of this net operating loss is dependent on future earnings of Altisource S.à r.l., which may not occur before the net operating loss expires, which could adversely affect our business and results of operations.

During 2019, the Company recognized a full valuation allowance with respect to this deferred tax asset.

If Altisource S.à r.l.

is unable to generate sufficient pretax income by 2034, the Company may not be able to fully utilize the net operating loss within this 17 year period which could have an adverse effect on our business.

Risks Related to Our Employees

Our success depends on members of our Board of Directors, our executive officers and other key personnel.

In particular, we are dependent on the services of members of our Board of Directors and key executives at our corporate headquarters and personnel at each of our business units.

The loss of the services of any of these members of our Board of Directors, executives or key personnel could have an adverse effect on our business and results of operations.

Our inability to attract, motivate and retain skilled employees could adversely affect our business and results of operations.

Our business is labor intensive and places significant importance on our ability to recruit, engage, train and retain skilled employees.

Additionally, demand for qualified technical and software professionals conversant in certain technologies may exceed supply as additional skills are required to keep pace with evolving computer technology.

Our ability to recruit and train employees is critical to achieving our growth objective.

Our inability to attract and retain skilled employees or an increase in wages or other costs of attracting, training or retaining skilled employees could have a material adverse effect on our business and results of operations.

We make extensive use of independent contractors in certain of our lines of business.

If we are required to reclassify independent contractors as employees, we may incur fines and penalties and additional costs and taxes which could adversely affect our business and results of operations.

A significant number of independent contractors provide services in our operations for whom we do not pay or withhold any federal, state or local employment tax or provide employee benefits.

These independent contractors may be retained by us or retained by vendors providing services to us.

There are a number of tests used in determining whether an individual is an employee or an independent contractor.

Although we believe we have properly classified our independent contractors, and require our vendors to property classify independent contractors used in connection with providing services to us, the U.S.

Internal Revenue Service or other U.S.

federal or state authorities or similar authorities of a foreign government may determine that we or our vendors have misclassified our independent contractors for employment tax or other purposes and, as a result, seek additional taxes from us, require us to pay certain compensation or benefits to wrongly classified employees, or attempt to impose fines or penalties.

In addition, independent contractors may assert claims that they are our employees and seek to recover compensation, benefits, damages and penalties from us.

If we are required to pay employer taxes, pay backup withholding compensation, benefits, damages or penalties with respect to prior periods with respect to or on behalf of our independent contractors or those of our vendors, our operating costs will increase, which could adversely affect our business and results of operations.

Risks Related to Our Relationships

We could have conflicts of interest with Ocwen, NRZ, and certain of our shareholders, members of management, and members of our Board of Directors, which may be resolved in a manner adverse to us.

We have significant business relationships with and provide services to Ocwen and to NRZ.

We are aware, based on public filings, that our largest shareholder, William C.

Erbey, owns or controls common stock in Altisource and Ocwen.

As of December 31, 2019 and February 28, 2020, based on public filings, Mr.

Erbey reported beneficially owning or controlling approximately 39% of the common stock of Altisource and approximately 2% of the common stock of Ocwen.

In addition, certain members of our management and independent members of our Board of Directors (or entities affiliated with such Board of Directors members) have direct or beneficial equity interests in Ocwen or in NRZ, including in one instance, equity interests in Ocwen (slightly less than 10%) as well as Ocwen’s debt, and equity interests in Altisource (approximately 20%) as well as Altisource debt.

Such interests could create, or appear to create, potential conflicts of interest with respect to matters potentially or actually involving or affecting us and Ocwen or NRZ.

There can be no assurance that we will implement measures that will enable us to manage potential conflicts with Ocwen or NRZ.

Risks Relating to Regulation

Our business and the business of our customers are subject to extensive scrutiny and legal requirements.

We, or our services, may fail or be perceived as failing to comply with applicable legal requirements.

Our business and the business of our customers are subject to extensive scrutiny and regulation by federal, state and local governmental authorities including the FTC, the CFPB, the SEC, HUD and state and local agencies, including those which license or oversee certain of our auction, real estate brokerage, mortgage services, trustee services, residential mortgage origination services and insurance services.

We also must comply with a number of federal, state and local consumer protection laws including, among others, the laws and regulations listed in the Government Regulation section of Item 1 of Part I, “Business” above.

We are also subject to various foreign laws and regulations based on our operations or the location of our affiliates as well, including those pertaining to data protection, such as the GDPR.

These foreign, federal, state and local requirements can and do change as statutes and regulations are enacted, promulgated or amended.

Furthermore, the interpretation or enforcement by regulatory authorities of these requirements may change over time or may not be predictable or consistent with our interpretations or expectations.

If governmental authorities impose new or more restrictive requirements or enhanced oversight related to our services, we may be required to increase or decrease our prices, modify our contracts or course of dealing and/or we may incur significant additional costs to comply with such requirements.

Additionally, we may be unable to adapt our services to conform to the new laws and regulations.

Responding to audits, examinations and inquiries will cause us to incur costs, including legal fees or other charges, which may be material in amount, and in addition, may result in management distraction or may cause us to modify or terminate certain services we currently offer.

If any such audits, examinations or inquiries result

in allegations or findings of non-compliance, we could incur significant penalties, fines, settlements, costs and consent orders that may curtail, restrict or otherwise have an adverse effect on our business.

Regulatory inquiries or determinations of failures to comply with applicable requirements could increase our costs and expose us to sanctions which could include limitations on our ability to provide services, or otherwise reduce demand for our services.

Furthermore, even if we believe we comply with applicable laws and regulations, we may choose to settle such allegations in order to avoid the potentially significant costs of defending such allegations and to further avoid the risk of increased damages if we ultimately were to receive an unfavorable outcome, but such settlements may also result in further claims or create issues for existing and potential customers.

Such settlements and additional actions could increase costs, place limitations on our services, and result in a reduction in demand.

These proceedings may involve regulators, customers, our customers’ clients, vendors, competitors, third parties or other large groups of plaintiffs and, if resulting in findings of violations, could result in substantial damages or indemnification obligations.

Additionally, we may be forced to settle some claims and change our existing practices, services processes or technologies that are currently revenue generating.

Certain regulations to which we are subject provide for potentially significant penalties such that even if we believe we have no liability for the alleged regulatory or legal violations or wrongful conduct, we may choose to settle such regulatory or legal proceedings in order to avoid the potentially significant costs of defending such allegations and to further avoid the risk of increased damages if we ultimately were to receive an unfavorable outcome;

however, such settlements may also result in further claims or create issues for existing and potential customers.

Such proceedings and settlement could increase our costs and expose us to sanctions, including limitations on our ability to provide services, or otherwise reduce demand for our services.

We are subject to licensing and regulation as a provider of certain services.

If we fail to maintain our licenses or if our licenses are suspended or terminated, we may not be able to provide certain of our services.

In addition, the lack of certain licenses in one or more jurisdictions could cause us to breach applicable contracts.

We are required to have and maintain licenses as a provider of certain product and services including, among others, services as a residential mortgage origination underwriter, valuation provider, appraisal management company, asset manager, property manager, title insurance agent, insurance broker and underwriter, real estate broker, auctioneer and foreclosure trustee in a number of jurisdictions.

Our employees and subsidiaries may be required to be licensed by various state or regulatory commissions or bodies for the particular type of product or service provided and to participate in regular continuing education programs.

If one or more of our licenses are lost, revoked, expire or limited, or if we fail to maintain or otherwise surrender one or more such license, we may be prohibited from doing business in certain markets.

Further, certain of our agreements require that we possess and maintain certain licenses.

The failure to hold such licenses may result in us breaching certain agreements, which could cause us to be subject to claims for damages, termination of applicable agreements or unable to obtain inputs required for certain of our services.

A violation by our customers of applicable legal requirements in the selection or use of our services could generate legal liability for us.

Certain of our services are provided at the direction and pursuant to the identified requirements of our customers, including property preservation, inspection, foreclosure and eviction services that are triggered by information provided by our customers.

The failure of our customers to properly identify or account for regulatory requirements applicable to the use of our services, in selecting appropriate services for the intended purposes, or in specifying how services are rendered could expose us to significant penalties, fines, litigation, settlements, costs and consent orders.

Certain of our customers are subject to governmental oversight, regulations, orders, judgments or settlements which may impose certain obligations and limitations on their use of our services.

Participants in the industries in which we operate are subject to a high level of oversight and regulation.

The failure of our services to meet applicable legal requirements could subject us to civil and criminal liability, loss of licensure, damage to our reputation, significant penalties, fines, settlements, adverse publicity, litigation, including class action lawsuits or administrative enforcement actions, costs and consent orders against us or our customers that may curtail or restrict our business as it is currently conducted.

Such failures could also cause customers to reduce or cease using our services.

Certain of our customers are subject to vendor oversight requirements.

As such, we are subject to oversight by our customers.

If we do not meet the standards established by or imposed upon our customers, regulators allege that products or services provided by Altisource fail to meet applicable legal requirements, or if any other oversight procedures result in a negative outcome for Altisource, we may lose customers, may no longer be granted referrals for certain services, or may have to conform our business to address these standards.

Certain of our subsidiaries provide services in the United States and several other countries.

Those jurisdictions are subject to changing tax environments, which may result in higher operating expenses or taxes and which may introduce uncertainty as to the application of tax laws and regulations to our operations.

Changes in laws concerning sales tax, gross recipient tax, dividends, retained earnings, application of operating or other losses, and intercompany transactions and loans, among others, could impact us.

We may not be able to raise our prices to customers or pass-through such taxes to our customers or vendors in response to changes, which could adversely affect our results of operations.

If we fail to accurately anticipate or apply tax laws and regulations to our operations, we could be subject to liabilities and penalties.

We may be unable to take advantage of operating losses or other tax credits to the full extent available or at all due to changes in tax regulations or our results of operations.

UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors