ALTISOURCE PORTFOLIO SOLUTIONS S.A. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 49 ) 54 Report of Independent Registered Public Accounting Firm (PCAOB ID 199 ) 56 Consolidated Balance Sheets as of December 31, 2022 and 2021 57 Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2022 and 2021 58 Consolidated Statements of Equity for the years ended December 31, 2022 and 2021 59 Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021 60 Notes to Consolidated Financial Statements 61 53 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Altisource Portfolio Solutions S.A. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Altisource Portfolio Solutions S.A. and subsidiaries (the Company) as of December 31, 2022, the related consolidated statements of operations and comprehensive (loss) income, equity, and cash flows for the year then ended, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Emphasis of a Matter As discussed in Notes 3, 14, and 22 to the financial statements, the Company has a concentration of revenue associated with its largest customer, Ocwen Financial Corporation (together with its subsidiaries, Ocwen). The Company has disclosed various uncertainties associated with Ocwen. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Accounting for Income Taxes As described in Notes 2 and Note 20 to the financial statements, the Company is subject to income taxes in the United States and a number of foreign jurisdictions. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties. The Company recorded $5.0 million of net deferred tax assets, $9.0 million of net deferred tax liabilities, and $16.7 million of total unrecognized tax benefits, including interest and penalties, as of December 31, 2022. The Company also recorded a $5.3 million income tax provision for the year ending December 31, 2022. We identified the accounting for income taxes as a critical audit matter because of the specialized expertise and high degree of auditor judgment required in auditing the income tax provision due to the Company’s presence in foreign jurisdictions, transfer pricing determinations, and evaluating the reasonableness of uncertain tax positions. Our audit procedures related to the Company’s accounting for income taxes included the following, among others: 54 Table of Contents • We tested components of the income tax provision for significant jurisdictions, including evaluating permanent and temporary differences between book and tax reporting balances, and tested the application of statutory tax rates; • With the assistance of our tax professionals, including international tax professionals, we: ◦ Evaluated the reasonableness of management's estimates by considering the application of foreign tax jurisdiction laws and regulations; ◦ Evaluated the transfer pricing analyses provided by the Company and tested certain transfer pricing computations; ◦ Evaluated the completeness of uncertain tax positions and the reasonableness of the outcomes and measurements. /s/ RSM US LLP We have served as the Company’s auditor since 2022. Jacksonville, Florida March 30, 2023 55 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Altisource Portfolio Solutions S.A.: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Altisource Portfolio Solutions S.A. and subsidiaries (the “Company”) as of December 31, 2021, and the related consolidated statements of operations and comprehensive income (loss), equity, and cash flows for the year in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements, present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Emphasis of Concentration of Revenue and Uncertainties As discussed in Note 3 to the financial statements, Ocwen Financial Corporation (together with its subsidiaries, “Ocwen”) is the Company’s largest customer. Ocwen purchases certain mortgage services from the Company under the terms of services agreements with terms extending through August 2030. Ocwen has disclosed that Rithm Capital Corp. (“Rithm”, formerly New Residential Investment Corp., or “NRZ” is its largest client. In July 2017 and January 2018, Ocwen and Rithm entered into a series of agreements pursuant to which the parties agreed, among other things, to undertake certain actions to facilitate the transfer from Ocwen to Rithm of Ocwen’s legal title to certain mortgage servicing rights (“MSRs”) and under which Ocwen will subservice mortgage loans underlying these MSRs for an initial term of five years, subject to early termination rights. As discussed in Note 22 to the financial statements, NRZ can terminate its sub-servicing agreement with Ocwen in exchange for the payment of a termination fee. During the second quarter of 2020, Ocwen informed the Company that an MSR investor instructed Ocwen to use a field services provider other than the Company on properties associated with certain MSRs. Ocwen also communicated to the Company in the fourth quarter of 2020 that the same investor instructed Ocwen to use a provider for default valuations and certain default title services other than the Company on properties associated with certain MSRs and commenced moving these referrals to other providers in the fourth quarter of 2020. Ocwen has disclosed that it is subject to a number of regulatory matters and may become subject to future adverse regulatory or other actions. The existence or outcome of Ocwen regulatory matters or the termination of the NRZ sub-servicing agreement with Ocwen may have significant adverse effects on Ocwen’s business and/or the Company’s continuing relationship with Ocwen. Note 22 also discusses potential events that could further significantly reduce the Company’s revenue. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Mayer Hoffman McCann P.C. We have served as the Company’s auditor from 2016 through 2022. March 3, 2022, except for Note 23, as to which the date is December 12, 2022 St. Petersburg, Florida 56 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Consolidated Balance Sheets (in thousands, except per share data) December 31, 2022 2021 ASSETS Current assets: Cash and cash equivalents $ 51,025 $ 98,132 Accounts receivable, net 12,989 18,008 Prepaid expenses and other current assets 23,544 21,864 Total current assets 87,558 138,004 Premises and equipment, net 4,222 6,873 Right-of-use assets under operating leases 5,321 7,594 Goodwill 55,960 55,960 Intangible assets, net 31,730 36,859 Deferred tax assets, net 5,048 6,386 Other assets 5,166 6,132 Total assets $ 195,005 $ 257,808 LIABILITIES AND DEFICIT Current liabilities: Accounts payable and accrued expenses $ 33,507 $ 46,535 Deferred revenue 3,711 4,342 Other current liabilities 2,867 3,870 Total current liabilities 40,085 54,747 Long-term debt 245,230 243,637 Deferred tax liabilities, net 9,028 9,028 Other non-current liabilities 19,536 19,266 Commitments, contingencies and regulatory matters (Note 22) Equity (deficit): Common stock ($ 1.00 par value; 100,000 shares authorized, 25,413 issued and 16,129 outstanding as of December 31, 2022; 15,911 outstanding as of December 31, 2021) 25,413 25,413 Additional paid-in capital 149,348 144,298 Retained earnings 118,948 186,592 Treasury stock, at cost ( 9,284 shares as of December 31, 2022 and 9,502 shares as of December 31, 2021) ( 413,358 ) ( 426,445 ) Altisource deficit ( 119,649 ) ( 70,142 ) Non-controlling interests 775 1,272 Total deficit ( 118,874 ) ( 68,870 ) Total liabilities and deficit $ 195,005 $ 257,808 See accompanying notes to consolidated financial statements . 57 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Consolidated Statements of Operations and Comprehensive (Loss) Income (in thousands, except per share data) For the years ended December 31, 2022 2021 Revenue $ 153,120 $ 178,453 Cost of revenue 131,305 171,366 Gross profit 21,815 7,087 Operating expense (income): Selling, general and administrative expenses 54,755 67,049 Loss (gain) on sale of business 242 ( 88,930 ) (Loss) income from operations ( 33,182 ) 28,968 Other income (expense), net: Interest expense ( 16,639 ) ( 14,547 ) Other income, net 2,254 864 Total other income (expense), net ( 14,385 ) ( 13,683 ) (Loss) income before income taxes and non-controlling interests ( 47,567 ) 15,285 Income tax provision ( 5,266 ) ( 3,232 ) Net (loss) income ( 52,833 ) 12,053 Net income attributable to non-controlling interests ( 585 ) ( 241 ) Net (loss) income attributable to Altisource $ ( 53,418 ) $ 11,812 (Loss) earnings per share: Basic $ ( 3.32 ) $ 0.75 Diluted $ ( 3.32 ) $ 0.74 Weighted average shares outstanding: Basic 16,070 15,839 Diluted 16,070 16,063 Comprehensive (loss) income: Comprehensive (loss) income, net of tax ( 52,833 ) 12,053 Comprehensive income attributable to non-controlling interests ( 585 ) ( 241 ) Comprehensive (loss) income attributable to Altisource $ ( 53,418 ) $ 11,812 See accompanying notes to consolidated financial statements . 58 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Consolidated Statements of Equity (in thousands) Altisource Equity (Deficit) Common stock Additional paid-in capital Retained earnings Treasury stock, at cost Non-controlling interests Total Shares Balance, January 1, 2021 25,413 $ 25,413 $ 141,473 $ 190,383 $ ( 441,034 ) $ 1,209 $ ( 82,556 ) Net income — — — 11,812 — 241 12,053 Non-controlling interests eliminated on deconsolidation (Note 2) — — — — — 1,781 1,781 Distributions to non-controlling interest holders — — — — — ( 1,959 ) ( 1,959 ) Share-based compensation expense — — 2,825 — — — 2,825 Issuance of restricted share units and restricted shares — — — ( 11,092 ) 11,092 — — Treasury shares withheld for the payment of tax on restricted share unit and restricted share issuances — — — ( 4,511 ) 3,497 — ( 1,014 ) Balance, December 31, 2021 25,413 25,413 144,298 186,592 ( 426,445 ) 1,272 ( 68,870 ) Net loss — — — ( 53,418 ) — 585 ( 52,833 ) Distributions to non-controlling interest holders — — — — — ( 1,082 ) ( 1,082 ) Share-based compensation expense — — 5,050 — — — 5,050 Issuance of restricted share units and restricted shares — — — ( 9,747 ) 9,747 — — Treasury shares withheld for the payment of tax on restricted share unit and restricted share issuances — — — ( 4,479 ) 3,340 — ( 1,139 ) Balance, December 31, 2022 25,413 $ 25,413 $ 149,348 $ 118,948 $ ( 413,358 ) $ 775 $ ( 118,874 ) See accompanying notes to consolidated financial statements . 59 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Consolidated Statements of Cash Flows (in thousands) For the years ended December 31, 2022 2021 Cash flows from operating activities: Net (loss) income $ ( 52,833 ) $ 12,053 Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation and amortization 3,440 4,592 Amortization of right-of-use assets under operating leases 2,730 7,935 Amortization of intangible assets 5,129 9,467 Share-based compensation expense 5,050 2,825 Bad debt expense 885 1,354 Amortization of debt discount 661 665 Amortization of debt issuance costs 932 847 Deferred income taxes 1,098 ( 705 ) Loss on disposal of fixed assets 10 47 Loss (gain) on sale of business 242 ( 88,930 ) Other non-cash items — 137 Changes in operating assets and liabilities: Accounts receivable 4,134 2,963 Prepaid expenses and other current assets ( 1,922 ) 1,146 Other assets 341 902 Accounts payable and accrued expenses ( 12,964 ) ( 8,442 ) Current and non-current operating lease liabilities ( 2,911 ) ( 8,803 ) Other current and non-current liabilities 1,090 1,542 Net cash used in operating activities ( 44,888 ) ( 60,405 ) Cash flows from investing activities: Additions to premises and equipment ( 863 ) ( 1,379 ) Proceeds from the sale of businesses 346 104,141 Other investing activities ( 250 ) — Net cash (used in) provided by investing activities ( 767 ) 102,762 Cash flows from financing activities: Proceeds from revolving credit facility — 20,000 Repayments of long-term debt and revolving credit facility — ( 20,000 ) Debt issuance costs — ( 531 ) Proceeds from convertible debt payable to related parties (Note 2) — 1,200 Distributions to non-controlling interests ( 1,082 ) ( 1,959 ) Payments of tax withholding on issuance of restricted share units and restricted shares ( 1,139 ) ( 1,014 ) Net cash used in financing activities ( 2,221 ) ( 2,304 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 47,876 ) 40,053 Cash, cash equivalents and restricted cash at the beginning of the period 102,149 62,096 Cash, cash equivalents and restricted cash at the end of the period $ 54,273 $ 102,149 Supplemental cash flow information: Interest paid $ 14,962 $ 12,532 Income taxes paid, net 3,299 2,455 Acquisition of right-of-use assets with operating lease liabilities 920 7,318 Reduction of right-of-use assets from operating lease modifications or reassessments ( 463 ) ( 6,119 ) Non-cash investing and financing activities: Net decrease in payables for purchases of premises and equipment $ ( 64 ) $ ( 116 ) The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets and the consolidated statements of cash flows as of December 31: 2022 2021 Cash and cash equivalents $ 51,025 $ 98,132 Restricted cash 3,248 4,017 Total cash, cash equivalents and restricted cash reported in the statements of cash flow $ 54,273 $ 102,149 See accompanying notes to consolidated financial statements. 60 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements NOTE 1 — ORGANIZATION Description of Business Altisource Portfolio Solutions S.A., together with its subsidiaries (which may be referred to as “Altisource,” the “Company,” “we,” “us” or “our”), is an integrated service provider and marketplace for the real estate and mortgage industries. Combining operational excellence with a suite of innovative services and technologies, Altisource helps solve the demands of the ever-changing markets we serve. NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting and Presentation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany transactions and accounts have been eliminated in consolidation. Principles of Consolidation The financial statements include the accounts of the Company, its wholly-owned subsidiaries and those entities in which we have a variable interest and are the primary beneficiary. Altisource consolidates Best Partners Mortgage Cooperative, Inc., which is managed by The Mortgage Partnership of America, L.L.C. (“MPA”), a wholly-owned subsidiary of Altisource. Best Partners Mortgage Cooperative, Inc. is a mortgage cooperative doing business as Lenders One ® (“Lenders One”). MPA provides services to Lenders One under a management agreement that ends on December 31, 2025 (with renewals for three successive five-year periods at MPA’s option). The management agreement between MPA and Lenders One, pursuant to which MPA is the management company, represents a variable interest in a variable interest entity. MPA is the primary beneficiary of Lenders One as it has the power to direct the activities that most significantly impact the cooperative’s economic performance and the right to receive benefits from the cooperative. As a result, Lenders One is presented in the accompanying consolidated financial statements on a consolidated basis and the interests of the members are reflected as non-controlling interests. As of December 31, 2022, Lenders One had total assets of $ 1.2 million and total liabilities of $ 1.1 million. As of December 31, 2021, Lenders One had total assets of $ 2.2 million and total liabilities of $ 1.4 million. In 2019, Altisource created Pointillist, Inc. (“Pointillist”) and contributed the Pointillist ® customer journey analytics business and $ 8.5 million to it. On May 27, 2021, Pointillist issued $ 1.3 million in principal of convertible notes to related parties with a maturity date of January 1, 2023. The notes bore interest at a rate of 7 % per annum. The principal and unpaid accrued interest then outstanding under the notes (1) would automatically convert to Pointillist equity at the earlier of the time Pointillist receives proceeds of $ 5.0 million or more from the sale of its equity or January 1, 2023, or (2) are repaid in cash or converted into Pointillist common stock equity based on a $ 13.1 million Pointillist valuation (at the Lenders’ option) in the event of a corporate transaction or initial public offering of Pointillist. On December 1, 2021, the notes were converted to Pointillist equity and Altisource and other shareholders of Pointillist sold all of the equity interests in Pointillist (See Note 4 for additional information). Prior to the sale, Pointillist was owned by Altisource and management of Pointillist, with management of Pointillist owning a non-controlling interest representing 12.1 % of the outstanding equity of Pointillist. Through December 1, 2021 Pointillist is presented in the accompanying consolidated financial statements on a consolidated basis and the portion of Pointillist owned by Pointillist management is reported as non-controlling interests as of December 31, 2021. Use of Estimates The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, determining share-based compensation, income taxes, collectability of receivables, valuation of acquired intangibles and goodwill, depreciable lives and valuation of fixed assets and contingencies. Actual results could differ materially from those estimates. Cash and Cash Equivalents We classify all highly liquid instruments with an original maturity of three months or less at the time of purchase as cash equivalents. 61 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) Accounts Receivable, Net Accounts receivable are presented net of an allowance for expected credit losses. We monitor and estimate the allowance for credit losses based on our historical write-offs, historical collections, our analysis of past due accounts based on the contractual terms of the receivables, relevant market and industry reports and our assessment of the economic status of our customers, if known. The carrying value of accounts receivable, net, approximates fair value. Premises and Equipment, Net We report premises and equipment, net at cost or estimated fair value at acquisition for premises and equipment recorded in connection with a business combination and depreciate these assets over their estimated useful lives using the straight-line method as follows: Furniture and fixtures 5 years Office equipment 5 years Computer hardware 3 - 5 years Computer software 3 - 7 years Leasehold improvements Shorter of useful life, 10 years or the term of the lease Maintenance and repair costs are expensed as incurred. We capitalize expenditures for significant improvements and new equipment and depreciate the assets over the shorter of the capitalized asset’s life or the life of the lease. We review premises and equipment for impairment following events or changes in circumstances that indicate the carrying amount of an asset or asset group may not be recoverable. We measure recoverability of assets to be held and used by comparing the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, we recognize an impairment charge for the amount that the carrying value of the asset or asset group exceeds the fair value of the asset or asset group. Computer software includes the fair value of software acquired in business combinations, capitalized software development costs and purchased software. Capitalized software development and purchased software are recorded at cost and amortized using the straight-line method over their estimated useful lives. Software acquired in business combinations is recorded at fair value and amortized using the straight-line method over its estimated useful life. Business Combinations We account for acquisitions using the purchase method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations . The purchase price of an acquisition is allocated to the assets acquired and liabilities assumed using their fair value as of the acquisition date. Goodwill Goodwill represents the excess cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. We evaluate goodwill for impairment annually during the fourth quarter or more frequently when an event occurs or circumstances change in a manner that indicates the carrying value may not be recoverable. We first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value as a basis for determining whether we need to perform the quantitative goodwill impairment test. Only if we determine, based on qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying value will we calculate the fair value of the reporting unit. We would then test goodwill for impairment by comparing the fair value of the reporting unit with its carrying amount. If the fair value is determined to be less than its carrying amount, we recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. We estimate the fair value of the reporting unit using discounted cash flows and market comparisons. The discounted cash flow method is based on the present value of projected cash flows. Forecasts of future cash flows are based on our estimate of future sales and operating expenses, based primarily on estimated pricing, sales volumes, market segment share, cost trends and general economic conditions. The estimated cash flows are discounted using a rate that represents our weighted average cost of capital. The market comparisons include an analysis of revenue and earnings multiples of guideline public companies compared to the Company. 62 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) Intangible Assets, Net Identified intangible assets consist primarily of customer related intangible assets, operating agreements, trademarks and trade names and other intangible assets. Identifiable intangible assets acquired in business combinations are recorded based on their fair values at the date of acquisition. We determine the useful lives of our identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any arrangements, the history of the asset, our long-term strategy for use of the asset and other economic factors. We amortize intangible assets that we deem to have definite lives in proportion to actual and expected customer revenues or on a straight-line basis over their useful lives, generally ranging from 4 to 20 years. We perform tests for impairment if conditions exist that indicate the carrying value may not be recoverable. When facts and circumstances indicate that the carrying value of intangible assets determined to have definite lives may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of cash flows of discrete intangible assets generally consistent with models utilized for internal planning purposes. If the sum of the undiscounted expected future cash flows is less than the carrying value, we recognize an impairment to the extent the carrying amount exceeds fair value. Long-Term Debt Long-term debt is reported net of applicable discount or premium and net of debt issuance costs. The debt discount or premium and debt issuance costs are amortized to interest expense through maturity of the related debt using the effective interest method. Fair Value Measurements Fair value is defined as an exit price, representing the amount that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and liabilities, is as follows: Level 1 — Quoted prices in active markets for identical assets and liabilities Level 2 — Observable inputs other than quoted prices included in Level 1 Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of assets or liabilities. Financial assets and financial liabilities are classified based on the lowest level of input that is significant to the fair value measurements. Our assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. Functional Currency The currency of the primary economic environment in which our operations are conducted is the United States dollar. Therefore, the United States dollar has been determined to be our functional and reporting currency. Non-United States dollar transactions and balances have been measured in United States dollars in accordance with ASC Topic 830, Foreign Currency Matters . All transaction gains and losses from the measurement of monetary balance sheet items denominated in non-United States dollar currencies are reflected in the consolidated statements of operations and comprehensive (loss) income as income or expenses, as appropriate. Defined Contribution 401(k) Plan Some of our employees participate in a defined contribution 401(k) plan under which we may make matching contributions equal to a discretionary percentage determined by us. We recorded expenses of $ 0.2 million and $ 0.5 million for the years ended December 31, 2022 and 2021, respectively, related to our discretionary contributions. Revenue Recognition We recognize revenue when we satisfy a performance obligation by transferring control of a product or service to a customer in an amount that reflects the consideration that we expect to receive. This revenue can be recognized at a point in time or over time. We invoice customers based on our contractual arrangements with each customer, which may not be consistent with the period that revenues are recognized. When there is a timing difference between when we invoice customers and when revenues 63 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) are recognized, we record either a contract asset (unbilled accounts receivable) or a contract liability (deferred revenue or other current liabilities), as appropriate. See Note 23 for descriptions of our principal revenue generating activities. Share-Based Compensation Share-based compensation is accounted for under the provisions of ASC Topic 718, Compensation - Stock Compensation (“ASC Topic 718”). Under ASC Topic 718, the cost of services received in exchange for an award of equity instruments is generally measured based on the grant date fair value of the award. Share-based awards that do not require future service are expensed immediately. Share-based awards that require future service are recognized over the relevant service period. The Company has made an accounting policy election to account for forfeitures in compensation expense as they occur. Income Taxes We record income taxes in accordance with ASC Topic 740, Income Taxes (“ASC Topic 740”). We account for certain income and expense items differently for financial reporting purposes and income tax purposes. We recognize deferred income tax assets and liabilities for these differences between the financial reporting basis and the tax basis of our assets and liabilities as well as expected benefits of utilizing net operating loss and credit carryforwards. The most significant temporary differences relate to accrued compensation, interest expense, amortization, loss carryforwards and valuation allowances. We measure deferred income tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we anticipate recovery or settlement of those temporary differences. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions including evaluating uncertainties under ASC Topic 740. We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Resolution of these uncertainties in a manner inconsistent with management’s expectations could have a material impact on our results of operations. Earnings Per Share We compute earnings per share in accordance with ASC Topic 260, Earnings Per Share . Basic net income per share is computed by dividing net income attributable to Altisource by the weighted average number of shares of common stock outstanding for the period. Diluted net income per share reflects the assumed conversion of all dilutive securities using the treasury stock method. NOTE 3 — CUSTOMER CONCENTRATION Ocwen Ocwen Financial Corporation (together with its subsidiaries, “Ocwen”) is a residential mortgage loan servicer of mortgage servicing rights (“MSRs”) it owns, including those MSRs in which others have an economic interest, and a subservicer of loans owned by others. During the year ended December 31, 2022, Ocwen was our largest customer, accounting for 41 % of our total revenue. Ocwen purchases certain mortgage services from us under the terms of services agreements and amendments thereto (collectively, the “Ocwen Services Agreements”) with terms extending through August 2030. Certain of the Ocwen Services Agreements contain a “most favored nation” provision and also grant the parties the right to renegotiate pricing, among other things. Revenue from Ocwen primarily consists of revenue earned from the loan portfolios serviced and subserviced by Ocwen when Ocwen engages us as the service provider, and revenue earned directly from Ocwen, pursuant to the Ocwen Services Agreements. For the years ended December 31, 2022 and 2021, we recognized revenue from Ocwen of $ 63.5 million and $ 55.6 million, respectively. Revenue from Ocwen as a percentage of consolidated revenue was 41 % and 31 % for the years ended December 31, 2022 and 2021, respectively. We earn additional revenue related to the portfolios serviced and subserviced by Ocwen when a party other than Ocwen or the MSRs owner selects Altisource as the service provider. For both the years ended December 31, 2022 and 2021, we recognized $ 9.5 million of such revenue. These amounts are not included in deriving revenue from Ocwen and revenue from Ocwen as a percentage of revenue discussed above. 64 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) As of December 31, 2022, accounts receivable from Ocwen totaled $ 4.0 million, $ 3.2 million of which was billed and $ 0.8 million of which was unbilled. As of December 31, 2021, accounts receivable from Ocwen totaled $ 3.0 million, $ 2.8 million of which was billed and $ 0.2 million of which was unbilled. Rithm Rithm Capital Corp. (individually, together with one or more of its subsidiaries or one or more of its subsidiaries individually, “Rithm”) (formerly New Residential Investment Corp., or “NRZ”) is a real estate investment trust that invests in and manages investments primarily related to residential real estate, including MSRs and excess MSRs. Ocwen has disclosed that Rithm is its largest client. As of December 31, 2022, approximately 17 % of loans serviced and subserviced by Ocwen (measured in unpaid principal balance (“UPB”)) were related to Rithm MSRs or rights to MSRs (the “Subject MSRs”). Rithm purchases brokerage services for real estate owned (“REO”) exclusively from us, irrespective of the subservicer, subject to certain limitations, for certain MSRs set forth in and pursuant to the terms of a Cooperative Brokerage Agreement, as amended, and related letter agreement (collectively, the “Brokerage Agreement”) with terms extending through August 2025. For the years ended December 31, 2022 and 2021, we recognized revenue from Rithm of $ 3.2 million and $ 3.1 million, respectively, under the Brokerage Agreement. For the years ended December 31, 2022 and 2021, we recognized additional revenue of $ 13.0 million and $ 13.6 million, respectively, relating to the Subject MSRs when a party other than Rithm selects Altisource as the service provider. NOTE 4 — SALE OF BUSINESSES Pointillist Business On October 6, 2021 Altisource and other shareholders of Pointillist entered into a definitive Stock Purchase Agreement to sell all of the equity interests in Pointillist to Genesys Cloud Services, Inc. (“Genesys”) for $ 150.0 million (the “Purchase Price”) (the “Transaction”). The Purchase Price consisted of (1) an up-front payment of $ 144.5 million, subject to certain adjustments, (2) $ 0.5 million deposited into an escrow account to be used to satisfy potential deficits between estimated closing date working capital and actual closing date working capital (the “Working Capital Escrow”), with excess amounts remaining after satisfying such deficits (if any) being paid to the sellers, and (3) $ 5.0 million deposited into an escrow account to satisfy certain Genesys indemnification claims that may arise on or prior to the first anniversary of the sale closing and, at Genesys’ election, any working capital deficits that exceed the Working Capital Escrow (the “Indemnification Escrow”), with the balance to be paid to the sellers thereafter. The Transaction closed on December 1, 2021. On a fully diluted basis, Altisource owned approximately 69 % of the equity of Pointillist. After working capital and other applicable adjustments, Altisource received approximately $ 106.0 million from the sale of its Pointillist equity and the collection of outstanding receivables, with $ 102.2 million received at closing, approximately $ 0.3 million deposited into the Working Capital Escrow and approximately $ 3.5 million deposited into the Indemnification Escrow. Altisource received the working Capital Escrow in May 2022. The Indemnification Escrow funds have not yet been received. During the year ended December 31, 2022, the Company recognized a loss of $( 0.2 ) million based on estimated losses from claims expected to be made against the Indemnification Escrow account. The present value of the amounts in escrow is included in other current assets in the accompanying consolidated balance sheets at a discounted value of $ 3.2 million and $ 3.6 million as of December 31, 2022 and 2021, respectively. During the year ended December 31, 2021, the Company recognized a pre-tax and after-tax gain of $ 88.9 million from the sale of Pointillist. Rental Property Management Business In August 2018, Altisource entered into an amendment to its agreements with Front Yard Residential Corporation (“RESI”) to sell Altisource’s rental property management business to RESI and permit RESI to internalize certain services that had been provided by Altisource. The proceeds from the transaction totaled $ 18.0 million, payable in two installments. The first installment of $ 15.0 million was received in August 2018 and the second installment of $ 3.0 million was received in January 2021. 65 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) NOTE 5 — ACCOUNTS RECEIVABLE, NET Accounts receivable, net consists of the following as of December 31: (in thousands) 2022 2021 Billed $ 11,993 $ 17,907 Unbilled 5,359 5,398 17,352 23,305 Less: Allowance for credit losses ( 4,363 ) ( 5,297 ) Total $ 12,989 $ 18,008 Unbilled accounts receivable consist primarily of certain real estate asset management, REO sales, title and closing services for which we generally recognize revenue when the service is provided but collect upon closing of the sale, and foreclosure trustee services, for which we generally recognize revenues over the service delivery period but bill following completion of the service. We also include amounts in unbilled accounts receivable that are earned during a month and billed in the following month. We are exposed to credit losses through our sales of products and services to our customers which are recorded as accounts receivable, net on the Company’s consolidated financial statements. We monitor and estimate the allowance for credit losses based on our historical write-offs, historical collections, our analysis of past due accounts based on the contractual terms of the receivables, relevant market and industry reports and our assessment of the economic status of our customers, if known. Estimated credit losses are written off in the period in which the financial asset is determined to be no longer collectible. There can be no assurance that actual results will not differ from estimates or that consideration of these factors in the future will not result in an increase or decrease to our allowance for credit losses. Changes in the allowance for expected credit losses consist of the following: Additions (in thousands) Balance at Beginning of Period Charged to Expenses Charged to Other Accounts Note (1) Deductions Note (2) Balance at End of Period Allowance for expected credit losses: Year ended December 31, 2022 $ 5,297 $ 885 $ ( 260 ) $ 1,559 $ 4,363 Year ended December 31, 2021 5,581 1,354 — 1,638 5,297 ______________________________________ (1) Primarily includes amounts previously written off which were credited directly to this account when recovered. (2) Amounts written off as uncollectible or transferred to other accounts or utilized. NOTE 6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following as of December 31: (in thousands) 2022 2021 Income taxes receivable $ 7,031 $ 8,403 Prepaid expenses 5,165 2,865 Maintenance agreements, current portion 1,498 1,717 Surety bond collateral 4,000 2,000 Other current assets 5,850 6,879 Total $ 23,544 $ 21,864 66 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) NOTE 7 — PREMISES AND EQUIPMENT, NET Premises and equipment, net consists of the following as of December 31: (in thousands) 2022 2021 Computer hardware and software $ 49,339 $ 50,452 Leasehold improvements 5,794 5,927 Furniture and fixtures 3,832 4,441 Office equipment and other 346 811 59,311 61,631 Less: Accumulated depreciation and amortization ( 55,089 ) ( 54,758 ) Total $ 4,222 $ 6,873 Depreciation and amortization expense amounted to $ 3.4 million and $ 4.6 million for the years ended December 31, 2022 and 2021, respectively, and is included in cost of revenue for operating assets and in selling, general and administrative expenses for non-operating assets in the consolidated statements of operations and comprehensive (loss) income. Premises and equipment, net consist of the following by country as of December 31: (in thousands) 2022 2021 Luxembourg $ 2,455 $ 3,883 United States 586 1,932 India 1,129 999 Uruguay 52 59 Total $ 4,222 $ 6,873 NOTE 8 — RIGHT-OF-USE ASSETS UNDER OPERATING LEASES, NET Right-of-use assets under operating leases, net consists of the following as of December 31: (in thousands) 2022 2021 Right-of-use assets under operating leases $ 11,808 $ 19,595 Less: Accumulated amortization ( 6,487 ) ( 12,001 ) Total $ 5,321 $ 7,594 Amortization of operating leases was $ 2.7 million and $ 7.9 million for the years ended December 31, 2022 and 2021, respectively, and is included in cost of revenue for operating assets and in selling, general and administrative expenses for non-operating assets in the consolidated statements of operations and comprehensive (loss) income. 67 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) NOTE 9 — GOODWILL AND INTANGIBLE ASSETS, NET Goodwill Changes in goodwill during the years ended December 31, 2022 and 2021 are summarized below: (in thousands) Total Balance as of January 1, 2021 $ 73,849 Write-off (1) ( 17,889 ) Balance as of December 31, 2021 and 2022 $ 55,960 ______________________________________ (1) During 2021, the Company sold its equity interest in Pointillist (See Note 4 for additional information) which had $ 17.9 million of goodwill attributed to it. The amount of goodwill attributable to Pointillist was based on the relative fair values of Pointillist and the Company excluding Pointillist. Pointillist was determined to be a business within the Company’s existing reporting unit. We determined that each reportable segment represents a reporting unit. Goodwill was allocated to each reporting unit based on the relative fair value of each of our reporting units. Intangible Assets, net Intangible assets, net consist of the following as of December 31: Weighted average estimated useful life (in years) Gross carrying amount Accumulated amortization Net book value (in thousands) 2022 2021 2022 2021 2022 2021 Definite lived intangible assets: Customer related intangible assets 9 $ 214,307 $ 214,307 $ ( 197,594 ) $ ( 194,594 ) $ 16,713 $ 19,713 Operating agreement 20 35,000 35,000 ( 22,604 ) ( 20,854 ) 12,396 14,146 Trademarks and trade names 16 9,709 9,709 ( 7,088 ) ( 6,709 ) 2,621 3,000 Total $ 259,016 $ 259,016 $ ( 227,286 ) $ ( 222,157 ) $ 31,730 $ 36,859 Amortization expense for definite lived intangible assets was $ 5.1 million and $ 9.5 million for the years ended December 31, 2022 and 2021, respectively . Forecasted annual definite lived intangible asset amortization expense for 2023 through 2027 is $ 5.1 million, $ 5.1 million, $ 5.1 million, $ 4.9 million and $ 4.7 million, respectively. NOTE 10 — OTHER ASSETS Other assets consist of the following as of December 31: (in thousands) 2022 2021 Restricted cash $ 3,248 $ 4,017 Security deposits 596 1,043 Other 1,322 1,072 Total $ 5,166 $ 6,132 68 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) NOTE 11 — ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accounts payable and accrued expenses consist of the following as of December 31: (in thousands) 2022 2021 Accounts payable $ 14,981 $ 15,978 Accrued expenses - general 11,858 13,653 Accrued salaries and benefits 5,501 12,254 Income taxes payable 1,167 4,650 Total $ 33,507 $ 46,535 Other current liabilities consist of the following as of December 31: (in thousands) 2022 2021 Operating lease liabilities $ 2,097 $ 2,893 Other 770 977 Total $ 2,867 $ 3,870 NOTE 12 — LONG-TERM DEBT Long-term debt consists of the following as of December 31: (in thousands) 2022 2021 Senior secured term loans $ 247,204 $ 247,204 Less: Debt issuance costs, net ( 878 ) ( 1,632 ) Less: Unamortized discount, net ( 833 ) ( 1,494 ) Total Senior secured term loans 245,493 244,078 Credit Facility — — Less: Debt issuance costs, net ( 263 ) ( 441 ) Total Credit facility ( 263 ) ( 441 ) Total Long-term debt $ 245,230 $ 243,637 Credit Agreement Altisource Portfolio Solutions S.A. and its wholly-owned subsidiary, Altisource S.à r.l., entered into a credit agreement (the “Credit Agreement”) in April 2018 with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and certain lenders. Under the Credit Agreement, Altisource borrowed $ 412.0 million in the form of Term B Loans and obtained a $ 15.0 million revolving credit facility. The Term B Loans mature in April 2024. Altisource terminated the revolving credit facility on December 1, 2021. Altisource Portfolio Solutions S.A. and certain subsidiaries are guarantors of the Term B Loans (collectively, the “Guarantors”). There are no mandatory repayments of the Term B Loans except as set forth below until the April 2024 maturity when the balance is due. All amounts outstanding under the Term B Loans will become due on the earlier of (i) April 3, 2024, and (ii) the date on which the loans are declared to be due and owing by the administrative agent at the request (or with the consent) of the Required Lenders (as defined in the Credit Agreement; other capitalized terms, unless defined herein, are defined in the Credit Agreement) or as otherwise provided in the Credit Agreement upon the occurrence of any event of default. In addition to the scheduled principal payments, subject to certain exceptions, the Term B Loans are subject to mandatory prepayment upon issuances of debt, certain casualty and condemnation events and sales of assets, as well as from a percentage of Consolidated Excess Cash Flow if our leverage ratio as of each year-end computation date is greater than 3.00 to 1.00, as calculated in accordance with the provisions of the Credit Agreement (the percentage increases if our leverage ratio exceeds 69 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) 3.50 to 1.00). Our leverage ratio exceeded 3.50 to 1.00 during the year ended December 31, 2022. However, because the Company did not generate any Consolidated Excess Cash Flow in 2022, no amounts were due under this provision. Altisource may incur incremental indebtedness under the Credit Agreement from one or more incremental lenders, which may include existing lenders, in an aggregate incremental principal amount not to exceed $ 125.0 million, subject to certain conditions set forth in the Credit Agreement, including a sublimit of $ 80.0 million with respect to incremental revolving credit commitments and, after giving effect to the incremental borrowing, the Company’s leverage ratio does not exceed 3.00 to 1.00. The lenders have no obligation to provide any incremental indebtedness. The Term B Loans bear interest at rates based upon, at our option, the Adjusted Eurodollar Rate or the Base Rate. Adjusted Eurodollar Rate term loans bear interest at a rate per annum equal to the sum of (i) the greater of (x) the Adjusted Eurodollar Rate for a three month interest period and (y) 1.00 % plus (ii) 4.00 %. Base Rate term loans bear interest at a rate per annum equal to the sum of (i) the greater of (x) the Base Rate and (y) 2.00 % plus (ii) 3.00 %. The interest rate as of December 31, 2022 was 7.67 %. The payment of all amounts owing by Altisource under the Credit Agreement is guaranteed by the Guarantors and is secured by a pledge of all equity interests of certain subsidiaries of Altisource, as well as a lien on substantially all of the assets of Altisource S.à r.l. and the Guarantors, subject to certain exceptions. The Credit Agreement includes covenants that restrict or limit, among other things, our ability, subject to certain exceptions and baskets, to incur indebtedness; incur liens on our assets; sell, transfer or dispose of assets; make Restricted Junior Payments including share repurchases, dividends and repayment of junior indebtedness; make investments; dispose of equity interests of any Material Subsidiaries; engage in a line of business substantially different than existing businesses and businesses reasonably related, complimentary or ancillary thereto; amend material debt agreements or other material contracts; engage in certain transactions with affiliates; enter into sale/leaseback transactions; grant negative pledges or agree to such other restrictions relating to subsidiary dividends and distributions; make changes to our fiscal year; and engage in mergers and consolidations. The Credit Agreement contains certain events of default including (i) failure to pay principal when due or interest or any other amount owing on any other obligation under the Credit Agreement within five days of becoming due, (ii) material incorrectness of representations and warranties when made, (iii) breach of certain other covenants, subject to cure periods described in the Credit Agreement, (iv) failure to pay principal or interest on any other debt that equals or exceeds $ 40.0 million when due, (v) default on any other debt that equals or exceeds $ 40.0 million that causes, or gives the holder or holders of such debt the ability to cause, an acceleration of such debt, (vi) occurrence of a Change of Control, (vii) bankruptcy and insolvency events, (viii) entry by a court of one or more judgments against us in an amount in excess of $ 40.0 million that remain unbonded, undischarged or unstayed for a certain number of days after the entry thereof, (ix) the occurrence of certain ERISA events and (x) the failure of certain Loan Documents to be in full force and effect. If any event of default occurs and is not cured within applicable grace periods set forth in the Credit Agreement or waived, all loans and other obligations could become due and immediately payable and the facility could be terminated. As of December 31, 2022, debt issuance costs were $ 0.9 million, net of $ 3.6 million of accumulated amortization. As of December 31, 2021, debt issuance costs were $ 1.6 million, net of $ 2.9 million of accumulated amortization. Interest expense on the senior secured term loans, including amortization of debt issuance costs and the net debt discount, totaled $ 16.4 million and $ 13.9 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, maturities of our long-term debt are as follows: (in thousands) Maturities 2023 $ — 2024 247,204 $ 247,204 Altisource entered into an amendment to the Credit Agreement effective February 14, 2023. See Note 24, Subsequent Events. 70 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) Revolver On June 22, 2021 Altisource S.à r.l, a subsidiary of Altisource Portfolio Solutions S.A., entered into a revolving credit facility with a related party, STS Master Fund, Ltd. (“STS”) (the “Revolver”). STS is an investment fund managed by Deer Park Road Management Company, LP (“Deer Park”). Deer Park owns approximately 24 % of Altisource’s common stock as of December 31, 2022. Deer Park’s Chief Investment Officer and managing partner was a member of Altisource’s Board of Directors until his resignation on March 1, 2022. The replacement director appointed by the Board of Directors is a current employee of Deer Park. Under the terms of the Revolver, STS will make loans to Altisource from time to time, in amounts requested by Altisource and Altisource may voluntarily prepay all or any portion of the outstanding loans at any time. The Revolver provides Altisource the ability to borrow a maximum amount of $ 20.0 million through June 22, 2022, $ 15.0 million through June 22, 2023, and $ 10.0 million until the end of the term. Amounts that are repaid may be re-borrowed in accordance with the limitations set forth below. Outstanding amounts borrowed pursuant to the Revolver will amortize over the three-year term as follows: on June 22, 2022, the difference between the then outstanding balance above $ 15.0 million and $ 15.0 million, on June 22, 2023, the difference between the then outstanding balance above $ 10.0 million and $ 10.0 million, and on June 22, 2024, the then outstanding balance of the loan will be due and payable by Altisource. Borrowings under the Revolver bear interest at 9.00 % per annum and are payable quarterly on the last business day of each March, June, September and December. In connection with the Revolver, Altisource is required to pay customary fees, including an upfront fee equal to $ 0.5 million at the initial extension of credit pursuant to the facility, an unused line fee of 0.5 % and, an early termination fee in the event of a refinancing transaction. Altisource’s obligations under the Revolver are secured by a lien on all equity in Altisource’s subsidiary incorporated in India, Altisource Business Solutions Private Limited, pursuant to a pledge agreement entered into by Altisource Asia Holdings Ltd I, a wholly owned Altisource subsidiary. The Revolver contains additional representations, warranties, covenants, terms and conditions customary for transactions of this type, that restrict or limit, among other things, our ability to use the proceeds of credit only for general corporate purposes. The Revolver contains certain events of default including (i) failure to pay principal when due or interest or any other amount owing on any other obligation under the Revolver within three business days of becoming due, (ii) failure to perform or observe any material provisions of the Revolver Documents to be performed or complied with, (iii) material incorrectness of representations and warranties when made, (iv) default on any other debt that equals or exceeds $ 40.0 million that causes, or gives the holder or holders of such debt the ability to cause, an acceleration of such debt, (v) entry by a court of one or more judgments against us in an amount in excess of $ 40.0 million that remain unbonded, undischarged or unstayed for a certain number of days after the entry thereof, (vi) occurrence of a Change of Control, (vii) bankruptcy and insolvency events. If any event of default occurs and is not cured within applicable grace periods set forth in the Revolver or waived, all loans and other obligations could become due and immediately payable and the facility could be terminated. As of December 31, 2022 and 2021, there was no outstanding debt under the Revolver. As of December 31, 2022, debt issuance costs were $ 0.3 million, net of $ 0.3 million of accumulated amortization. As of December 31, 2021, debt issuance costs were $ 0.4 million, net of $ 0.1 million of accumulated amortization. Altisource entered into an amendment to the Revolver effective February 14, 2023. See Note 24, Subsequent Events. NOTE 13 — OTHER NON-CURRENT LIABILITIES Other non-current liabilities consist of the following as of December 31: (in thousands) 2022 2021 Operating lease liabilities $ 3,371 $ 5,029 Income tax liabilities 16,079 14,156 Deferred revenue 82 — Other non-current liabilities 4 81 Total $ 19,536 $ 19,266 71 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) NOTE 14 — FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS The following table presents the carrying amount and estimated fair value of financial instruments and certain liabilities measured at fair value as of December 31, 2022 and 2021. The following fair values are estimated using market information and what the Company believes to be appropriate valuation methodologies under GAAP: December 31, 2022 December 31, 2021 (in thousands) Carrying amount Fair value Carrying amount Fair value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 51,025 $ 51,025 $ — $ — $ 98,132 $ 98,132 $ — $ — Restricted cash 3,248 3,248 — — 4,017 4,017 — — Short-term receivable 3,223 — — 3,223 3,643 — — 3,643 Liabilities: Senior secured term loan 247,204 — 200,235 — 247,204 — 224,956 — Fair Value Measurements on a Recurring Basis Cash and cash equivalents and restricted cash are carried at amounts that approximate their fair values due to the highly liquid nature of these instruments and were measured using Level 1 inputs. The fair value of our senior secured term loan is based on quoted market prices. Based on the frequency of trading, we do not believe that there is an active market for our debt. Therefore, the quoted prices are considered Level 2 inputs. In connection with the sale of Pointillist on December 1, 2021, $ 3.5 million was deposited into the Indemnification Escrow and $ 0.3 million was deposited into the Working Capital Escrow. These amounts were recorded as short-term receivables. Altisource received the Working Capital Escrow in May 2022. The Indemnification Escrow funds have not yet been received. (See Note 4 for additional information). We measure short-term receivables without a stated interest rate based on the present value of the future payments. There were no transfers between different levels during the periods presented. Concentrations of Credit Risk Financial instruments that subject us to concentrations of credit risk primarily consist of cash and cash equivalents and accounts receivable. Our policy is to deposit our cash and cash equivalents with larger, highly rated financial institutions. The Company derived 41 % of its revenue from Ocwen for the year ended December 31, 2022 (see Note 3 for additional information on Ocwen revenues and accounts receivable balance). The Company strives to mitigate its concentrations of credit risk with respect to accounts receivable by actively monitoring past due accounts and the economic status of larger customers, if known. NOTE 15 — SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION Common Stock As of December 31, 2022, we had 100.0 million shares authorized, 25.4 million issued and 16.1 million shares of common stock outstanding. As of December 31, 2021, we had 100.0 million shares authorized, 25.4 million shares issued and 15.9 million shares of common stock outstanding. The holders of shares of Altisource common stock generally are entitled to one vote for each share on all matters voted on by shareholders, and the holders of such shares generally will possess all voting power. Equity Incentive Plan Our 2009 Equity Incentive Plan (the “Plan”) provides for various types of equity awards, including stock options, stock appreciation rights, stock purchase rights, restricted shares, restricted share units and other awards, or a combination of any of the above. Under the Plan, we may grant up to 6.7 million Altisource share-based awards to officers, directors, employees and to employees of our affiliates. As of December 31, 2022, 2.5 million share-based awards were available for future grant under the Plan. Expired and forfeited awards are available for reissuance. 72 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) Share Repurchase Program On May 15, 2018, our shareholders approved the renewal and replacement of the share repurchase program previously approved by the shareholders on May 17, 2017. Under the program, we are authorized to purchase up to 4.3 million shares of our common stock, based on a limit of 25 % of the outstanding shares of common stock on the date of approval, at a minimum price of $ 1.00 per share and a maximum price of $ 500.00 per share, for a period of five years from the date of approval. As of December 31, 2022, approximately 2.4 million shares of common stock remain available for repurchase under the program. There were no purchases of shares of common stock during the years ended December 31, 2022 and 2021. Luxembourg law limits share repurchases to the balance of Altisource Portfolio Solutions S.A. (unconsolidated parent company) retained earnings, less the value of shares repurchased. As of December 31, 2022, we can repurchase up to approximately $ 69 million of our common stock under Luxembourg law. Our Credit Agreement also limits the amount we can spend on share repurchases and may prevent repurchases in certain circumstances, including if our leverage ratio exceeds 3.50 to 1.00. Our leverage ratio exceeded 3.50 to 1.00 during the year ended December 31, 2022. Share-Based Compensation We issue share-based awards in the form of stock options, restricted shares and restricted share units for certain employees, officers and directors. We recognized share-based compensation expense of $ 5.1 million and $ 2.8 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, estimated unrecognized compensation costs related to share-based awards amounted to $ 3.1 million, which we expect to recognize over a weighted average remaining requisite service period of approximately 1.46 years. Stock Options Stock option grants are composed of a combination of service-based, market-based and performance-based options. Service-Based Options. These options generally vest over three or four years with equal annual vesting and generally expire on the earlier of ten years after the date of grant or following termination of service. A total of 188 thousand service-based options were outstanding as of December 31, 2022. Market-Based Options . These option grants generally have two components, each of which vests only upon the achievement of certain criteria. The first component, which we refer to as “ordinary performance” grants, generally consists of two-thirds of the market-based grant and begins to vest if the stock price is at least double the exercise price, as long as the stock price realizes a compounded annual gain of at least 20 % over the exercise price. The remaining third of the market-based options, which we refer to as “extraordinary performance” grants, generally begins to vest if the stock price is at least triple the exercise price, as long as the stock price realizes a compounded annual gain of at least 25 % over the exercise price. Market-based options vest in three or four year installments with the first installment vesting upon the achievement of the criteria and the remaining installments vesting thereafter in equal annual installments. Market-based options generally expire on the earlier of ten years after the date of grant or following termination of service, unless the performance criteria is met prior to termination of service or in the final three years of the option term, in which case vesting will generally continue in accordance with the provisions of the award agreement. A total of 96 thousand market-based options were outstanding as of December 31, 2022. Performance-Based Options. These option grants generally will vest if certain specific financial measures are achieved; typically with one-fourth vesting on each anniversary of the grant date. The award of performance-based options is adjusted based on the level of achievement specified in the award agreements. If the performance criteria achieved is above threshold performance levels, participants have the opportunity to vest in 50 % to 200 % of the option grants, depending upon performance achieved. If the performance criteria achieved is below a certain threshold, the options are canceled. The options generally expire on the earlier of ten years after the date of grant or following termination of service, unless the performance criteria is met prior to termination of service in which case vesting will generally continue in accordance with the provisions of the award agreement. There were 461 thousand performance-based options outstanding as of December 31, 2022. The Company granted 120 thousand stock options (at a weighted average exercise price of $ 11.86 per share) for the year ended December 31, 2022 ( no comparative amount for the year ended December 31, 2021). 73 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) The fair values of the performance-based options are determined using the Black-Scholes option pricing model. The following assumptions were used to determine the fair values as of the grant date for the year ended December 31,: 2022 Black-Scholes Risk-free interest rate (%) 1.62 - 4.20 Expected stock price volatility (%) 67.75 - 67.99 Expected dividend yield — Expected option life (in years) 6 Fair value $ 7.27 - $ 7.63 We determined the expected option life of all service-based stock option grants using the simplified method, determined based on the graded vesting term plus the contractual term of the options, divided by two. We use the simplified method because we believe that our historical data does not provide a reasonable basis upon which to estimate expected option life. The following table summarizes the weighted average grant date fair value of stock options granted per share, the total intrinsic value of stock options exercised and the grant date fair value of stock options that vested during the years ended December 31: (in thousands, except per share data) 2022 2021 Weighted average grant date fair value of stock options granted per share $ 8.25 $ — Intrinsic value of options exercised — — Grant date fair value of stock options that vested $ 1,031 $ 1,203 The following table summarizes the activity related to our stock options: Number of options Weighted average exercise price Weighted average contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding as of December 31, 2021 687,339 $ 27.99 4.57 $ — Granted 120,000 11.86 Forfeited ( 62,062 ) 58.95 Outstanding as of December 31, 2022 745,277 27.03 4.83 — Exercisable as of December 31, 2022 542,290 25.44 4.17 — 74 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) The following table summarizes information about stock options outstanding and exercisable as of December 31, 2022: Options outstanding Options exercisable Exercise price range (1) Number Weighted average remaining contractual life (in years) Weighted average exercise price Number Weighted average remaining contractual life (in years) Weighted average exercise price $ 10.01 — $ 20.00 247,400 5.66 $ 15.43 123,238 2.29 $ 18.79 $ 20.01 — $ 30.00 413,398 4.14 24.85 388,046 4.15 24.82 $ 30.01 — $ 40.00 29,479 3.65 33.19 17,256 3.65 33.58 $ 80.01 — $ 90.00 25,000 1.60 86.69 6,250 1.60 86.69 $ 90.01 — $ 100.00 30,000 1.75 96.87 7,500 1.75 96.87 745,277 542,290 ______________________________________ (1) These options contain market-based and performance-based components as described above. The following table summarizes the market prices necessary in order for the market-based options to begin to vest: Market-based options Vesting price Ordinary performance Extraordinary performance $ 50.01 — $ 60.00 7,581 4,162 $ 60.01 — $ 70.00 8,148 6,250 $ 80.01 — $ 90.00 — 3,791 $ 90.01 — $ 100.00 — 4,075 $ 170.01 — $ 180.00 12,500 — Over $ 190.00 15,000 13,750 Total 43,229 32,028 Weighted average share price $ 69.69 $ 53.74 Other Share-Based Awards The Company’s other share-based and similar types of awards are comprised of restricted shares and restricted share units. The restricted shares and restricted share units are comprised of a combination of service-based awards, performance-based awards and market-based awards. Service-Based Awards. These awards generally vest over two to four year periods. A total of 391 thousand service-based awards were outstanding as of December 31, 2022. Performance-Based Awards. These awards generally vest if certain specific financial measures are achieved; generally one-third vests on each anniversary of the grant date or cliff-vest on the third anniversary of the grant date. The number of performance-based restricted shares and restricted share units that may vest is based on the level of achievement, as specified in the award agreements. If the performance criteria achieved is above certain financial performance levels and Altisource’s share performance is above certain established criteria, participants have the opportunity to vest in up to 150 % of the restricted share unit award for certain awards. If the performance criteria achieved is below certain thresholds, the award is canceled. A total of 154 thousand performance-based awards were outstanding as of December 31, 2022. Market-Based Awards. 50 % of these awards generally vest if certain specific market conditions are achieved over a 30 -day period and the remaining 50 % of these awards generally vest on the one year anniversary of the initial vesting. The Company estimates the grant date fair value of these awards using a lattice (binomial) model. A total of 112 thousand market-based awards were outstanding as of December 31, 2022. Performance-Based and Market-Based Awards. These awards generally vest if certain specific financial measures are achieved and if certain specific market conditions are achieved. If the performance criteria achieved is above certain financial performance levels and Altisource’s share performance is above certain established criteria, participants have the 75 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) opportunity to vest in up to 300 % of the restricted share unit award for certain awards. If the performance criteria or the market criteria is below certain thresholds, the award is canceled. The Company estimates the grant date fair value of these awards using a Monte Carlo simulation model. A total of 98 thousand performance-based and market-based awards were outstanding as of December 31, 2022. The Company granted 501 thousand restricted share units (at a weighted average grant date fair value of $ 10.33 per share) during the year ended December 31, 2022. These grants include 46 thousand performance-based awards that include both a performance condition and a market condition, and 46 thousand performance-based awards for the year ended December 31, 2022. The following table summarizes the activity related to our restricted shares and restricted share units: Number of restricted shares and restricted share units Outstanding as of December 31, 2021 625,638 Granted 500,631 Issued ( 218,106 ) Forfeited/canceled ( 153,157 ) Outstanding as of December 31, 2022 755,006 The following assumptions were used to determine the fair values for the performance-based awards that include both a performance condition and a market condition, and fair values for market-based awards as of the grant date for the years ended December 31: 2022 2021 Monte Carlo Binomial Monte Carlo Binomial Risk-free interest rate (%) 1.04 — 0.16 — Expected stock price volatility (%) 59.90 — 39.54 — Expected dividend yield — — — — Expected life (in years) 3 0 3 0 Fair value $ — $ — $ 10.16 $ — NOTE 16 — REVENUE We classify revenue in three categories: service revenue, revenue from reimbursable expenses and non-controlling interests. Service revenue consists of amounts attributable to our fee-based services. Reimbursable expenses and non-controlling interests are pass-through items for which we earn no margin. Reimbursable expenses consist of amounts we incur on behalf of our customers in performing our fee-based services that we pass directly on to our customers without a markup. Non-controlling interests represent the earnings of Lenders One, a consolidated entity that is a mortgage cooperative managed, but not owned, by Altisource. The Lenders One members’ earnings are included in revenue and reduced from net income to arrive at net income attributable to Altisource (see Note 2). Our services are provided to customers located in the United States. The components of revenue were as follows for the years ended December 31: (in thousands) 2022 2021 Service revenue $ 144,496 $ 170,613 Reimbursable expenses 8,039 6,555 Non-controlling interests 585 1,285 Total $ 153,120 $ 178,453 76 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) Disaggregation of Revenue Disaggregation of total revenues by major source was as follows: (in thousands) Revenue recognized when services are performed or assets are sold Revenue related to technology platforms and professional services Reimbursable expenses revenue Total revenue For the year ended December 31, 2022 $ 134,631 $ 10,450 $ 8,039 $ 153,120 For the year ended December 31, 2021 157,855 14,043 6,555 178,453 Contract Balances Our contract assets consist of unbilled accounts receivable (see Note 5). Our contract liabilities consist of current deferred revenue and other non-current liabilities as reported on the accompanying consolidated balance sheets. Revenue recognized that was included in the contract liability at the beginning of the period was $ 4.2 million and $ 5.5 million for the years ended December 31, 2022 and 2021, respectively. NOTE 17 — COST OF REVENUE Cost of revenue principally includes payroll and employee benefits associated with personnel employed in customer service, operations and technology roles, fees paid to external providers related to the provision of services, reimbursable expenses, technology and telecommunications costs as well as depreciation and amortization of operating assets. The components of cost of revenue were as follows for the years ended December 31: (in thousands) 2022 2021 Compensation and benefits $ 48,064 $ 69,990 Outside fees and services 55,979 66,386 Technology and telecommunications 16,937 25,273 Reimbursable expenses 8,039 6,555 Depreciation and amortization 2,286 3,162 Total $ 131,305 $ 171,366 Transactions with Related Parties In May 2022, John G. Aldridge, Jr., the Managing Partner of Aldridge Pite LLP (“Aldridge Pite”), joined the Board of Directors of Altisource. Aldridge Pite provides eviction and other real estate related services to the Company. Between May 2022 and December 2022, the Company recognized $ 0.5 million of reimbursable expenses relating to services provided to Aldridge Pite. 77 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) NOTE 18 — SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses include payroll and employee benefits associated with personnel employed in executive, sales and marketing, finance, technology, law, compliance, human resources, vendor management, facilities and risk management roles. This category also includes professional services fees, occupancy costs, marketing costs, depreciation and amortization of non-operating assets and other expenses. The components of selling, general and administrative expenses were as follows for the years ended December 31: (in thousands) 2022 2021 Compensation and benefits $ 22,973 $ 28,367 Professional services 11,595 10,163 Amortization of intangible assets 5,129 9,467 Occupancy related costs 5,000 9,332 Marketing costs 3,107 2,157 Depreciation and amortization 1,154 1,430 Other 5,797 6,133 Total $ 54,755 $ 67,049 NOTE 19 — OTHER INCOME (EXPENSE), NET Other income (expense), net consists of the following for the years ended December 31: (in thousands) 2022 2021 Interest income $ 665 $ 4 Other, net 1,589 860 Total $ 2,254 $ 864 NOTE 20 — INCOME TAXES The components of (loss) income before income taxes and non-controlling interests consist of the following for the years ended December 31: (in thousands) 2022 2021 Domestic - Luxembourg $ ( 47,432 ) $ 25,490 Foreign - U.S. 912 ( 9,536 ) Foreign - non-U.S. ( 1,047 ) ( 669 ) Total $ ( 47,567 ) $ 15,285 78 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) The income tax provision consists of the following for the years ended December 31: (in thousands) 2022 2021 Current: Domestic - Luxembourg $ ( 570 ) $ — Foreign - U.S. federal 547 ( 432 ) Foreign - U.S. state 497 ( 308 ) Foreign - non-U.S. ( 4,642 ) ( 3,197 ) $ ( 4,168 ) $ ( 3,937 ) Deferred: Domestic - Luxembourg $ — $ ( 140 ) Foreign - U.S. federal ( 495 ) 519 Foreign - U.S. state ( 400 ) 836 Foreign - non-U.S. ( 203 ) ( 510 ) $ ( 1,098 ) $ 705 Income tax provision $ ( 5,266 ) $ ( 3,232 ) We operate in a Uruguay free trade zone that provides an indefinite future tax benefit. The tax holiday is conditioned upon our meeting certain employment and investment thresholds. The impact of these tax holidays decreased foreign taxes by $ 0.1 million ($ 0.01 per diluted share) and $ 0.1 million ($ 0.01 per diluted share) for the years ended December 31, 2022 and 2021, respectively. The Company accounts for certain income and expense items differently for financial reporting purposes and income tax purposes. We recognize deferred income tax assets and liabilities for these differences between the financial reporting basis and the tax basis of our assets and liabilities as well as expected benefits of utilizing net operating loss and credit carryforwards. We measure deferred income tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect to recover or settle those temporary differences. A summary of the tax effects of the temporary differences is as follows for the years ended December 31: (in thousands) 2022 2021 Non-current deferred tax assets: Net operating loss carryforwards $ 383,908 $ 368,824 U.S. federal and state tax credits 282 194 Other non-U.S. deferred tax assets 12,775 13,326 Share-based compensation 1,317 1,220 Accrued expenses 1,369 962 Unrealized losses 10,112 10,397 Other — 334 Depreciation 144 61 Non-current deferred tax liabilities: Intangible assets ( 9,082 ) ( 8,290 ) Other non-U.S. deferred tax liability ( 420 ) ( 523 ) Other ( 244 ) — 400,161 386,505 Valuation allowance ( 404,141 ) ( 389,147 ) Non-current deferred tax liabilities, net $ ( 3,980 ) $ ( 2,642 ) A valuation allowance is provided when it is deemed more likely than not that some portion or all of a deferred tax asset will not be realized. In determining whether a valuation allowance is needed requires an extensive analysis of positive and negative evidence regarding realization of the deferred tax assets and, inherent in that, an assessment of the likelihood of sufficient future 79 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) taxable income. When there is a cumulative pretax loss for financial reporting for the current and two preceding years (i.e., a three year cumulative loss), this is a significant element of negative evidence that would be difficult to overcome on a more likely than not or any other basis. Therefore, the Company’s valuation allowance was $ 404.1 million and $ 389.1 million as of December 31, 2022 and 2021, respectively. The Company does not recognize deferred taxes on cumulative earnings of its U.S. subsidiaries because the Company intends for those earnings to be indefinitely reinvested. As of January 1, 2021, approximately $ 15 million of earnings in India were deemed to be indefinitely reinvested. During 2021, the Company recognized income tax expense on the $ 15 million as the Company no longer intended for India earnings to be indefinitely reinvested. The other non-Luxembourg earnings that are indefinitely reinvested as of December 31, 2022 were approximately $ 3.8 million, which if distributed would result in no additional tax due. The Company had a deferred tax asset of $ 383.9 million as of December 31, 2022 relating to Luxembourg, U.S. federal, state and foreign net operating losses compared to $ 368.8 million as of December 31, 2021. As of December 31, 2022 and 2021, a valuation allowance of $ 383.1 million and $ 367.8 million, respectively, has been established related to Luxembourg net operating loss (“NOL”). The gross amount of net operating losses available for carryover to future years is approximately $ 1,537.7 million as of December 31, 2022 and approximately $ 1,476.8 million as of December 31, 2021. These losses are scheduled to expire between the years 2024 and 2042. In addition, the Company had a deferred tax asset of $ 0.8 million and $ 0.8 million as of December 31, 2022 and 2021, respectively, relating to state tax credits. Some of the state tax credit carryforwards have an indefinite carryforward period. The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act signed into law on March 27, 2020 allowed the Company to utilize a five year carryback of the full $ 14.8 million net operating loss generated in the U.S. in 2020. The Company’s income tax receivable related to such carryback was $ 5.1 million and $ 6.0 million as of December 31, 2022 and 2021, respectively. The Company received $ 5.1 million related to such receivable in the first quarter of 2023. The effective tax rate differs from the Luxembourg statutory tax rate due to tax rate differences on foreign earnings, increases in uncertain tax positions, state taxes, a decrease in unrecognized tax benefits, tax exempt income primarily from the sale of Pointillist (see Note 4) and a valuation allowance against deferred tax assets the Company believes it is more likely than not will not be realized The following table reconciles the Luxembourg statutory tax rate to our effective tax rate for the years ended December 31: 2022 2021 Statutory tax rate 24.94 % 24.94 % Change in valuation allowance ( 32.14 ) 130.03 State tax expense ( 0.01 ) ( 3.87 ) Tax credits — 0.36 Uncertain tax positions ( 6.80 ) 11.82 Tax rate differences on foreign earnings ( 1.21 ) 6.46 Tax Exempt Income 0.19 ( 145.91 ) Provision to Return 3.45 — Other 0.51 ( 2.70 ) Effective tax rate ( 11.07 ) % 21.14 % The Company follows ASC Topic 740 which clarifies the accounting and disclosure for uncertainty in tax positions. We analyzed our tax filing positions in the domestic and foreign tax jurisdictions where we are required to file income tax returns as well as for all open tax years subject to audit in these jurisdictions. The Company has open tax years in the United States (2016 through 2021), India (2011 through 2022) and Luxembourg (2016 through 2021). 80 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) The following table summarizes changes in unrecognized tax benefits during the years ended December 31: (in thousands) 2022 2021 Amount of unrecognized tax benefits as of the beginning of the year $ 9,023 $ 8,541 Decreases as a result of tax positions taken in a prior period ( 1,595 ) ( 1,648 ) Increases as a result of tax positions taken in a prior period 11 2,130 Increases as a result of tax positions taken in the current period 1,576 — Amount of unrecognized tax benefits as of the end of the year $ 9,015 $ 9,023 The total amount of unrecognized tax benefits including interest and penalties that, if recognized, would affect the effective tax rate is $ 16.7 million and $ 14.9 million as of December 31, 2022 and 2021, respectively. The Company recognizes interest, if any, related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2022 and 2021, the Company had recorded accrued interest and penalties related to unrecognized tax benefits of $ 7.6 million and $ 5.8 million, respectively. NOTE 21 — (LOSS) EARNINGS PER SHARE Basic (loss) earnings per share is computed by dividing (loss) earnings available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted (loss) earnings per share reflects the assumed conversion of all dilutive securities using the treasury stock method. Diluted net (loss) earnings per share excludes all dilutive securities because their impact would be anti-dilutive, as described below. Basic and diluted (loss) earnings per share are calculated as follows for the years ended December 31: (in thousands, except per share data) 2022 2021 Net (loss) income attributable to Altisource $ ( 53,418 ) $ 11,812 Weighted average common shares outstanding, basic 16,070 15,839 Dilutive effect of stock options, restricted shares and restricted share units — 224 Weighted average common shares outstanding, diluted 16,070 16,063 (Loss) earnings per share: Basic $ ( 3.32 ) $ 0.75 Diluted $ ( 3.32 ) $ 0.74 For the years ended December 31, 2022 and 2021, 1.3 million and 1.2 million, respectively, of stock options, restricted shares and restricted share units were excluded from the computation of (loss) earnings per share, as a result of the following: • For the year ended December 31, 2022, 0.2 million stock options, restricted shares and restricted share units were anti-dilutive and have been excluded from the computation of diluted (loss) earnings per share as a result of the net (loss) income attributable to Altisource for the year ended December 31, 2022. • For the years ended December 31, 2022 and 2021, 0.2 million and 0.3 million, respectively, of stock options were anti-dilutive and have been excluded from the computation of diluted (loss) earnings per share because their exercise price was greater than the average market price of our common stock. • For the years ended December 31, 2022 and 2021, 0.9 million and 0.9 million, respectively, of stock options, restricted shares and restricted share units, which begin to vest upon the achievement of certain market criteria related to our common stock price, performance criteria and a total shareholder return compared to the market benchmark that have not yet been met in each period have been excluded from the computation of diluted (loss) earnings per share. NOTE 22 — COMMITMENTS, CONTINGENCIES AND REGULATORY MATTERS We record a liability for contingencies if an unfavorable outcome is probable and the amount of loss can be reasonably estimated, including expected insurance coverage. For proceedings where the reasonable estimate of loss is a range, we record a best estimate of loss within the range. 81 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) Litigation We are currently involved in legal actions in the course of our business, some of which seek monetary damages. We do not believe that the outcome of these proceedings, both individually and in the aggregate, will have a material impact on our financial condition, results of operations or cash flows. Regulatory Matters Periodically, we are subject to audits, examinations and investigations 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. We believe it is premature to predict the potential outcome or to estimate any potential financial impact in connection with these inquiries. Ocwen Related Matters As discussed in Note 3, during the year ended December 31, 2022, Ocwen was our largest customer, accounting for 41 % of our total revenue. Additionally, 6 % of our revenue for the year ended December 31, 2022 was earned on the loan portfolios serviced by Ocwen, when a party other than Ocwen or the MSRs 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 and threatened legal proceedings, some of which include claims against Ocwen for substantial monetary damages. Previous regulatory actions against Ocwen have subjected Ocwen to independent oversight of its operations and placed certain restrictions on its ability to acquire servicing rights. Existing or future similar matters could result in adverse regulatory or other actions against Ocwen. In addition to the above, Ocwen may become subject to future adverse regulatory or other actions. Ocwen has disclosed that Rithm is its largest client. As of December 31, 2022, approximately 17 % of loans serviced and subserviced by Ocwen (measured in UPB) were related to Rithm MSRs or rights to MSRs. The existence or outcome of Ocwen regulatory matters or the termination of the Rithm sub-servicing agreement with Ocwen may have significant adverse effects on Ocwen’s business. For example, Ocwen may be required to alter the way it conducts business, including the parties it contracts with for services, it may be required to seek changes to its existing pricing structure with us, it may lose its non-government-sponsored enterprise (“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 and others could result in our eventual loss of Ocwen as a customer or a reduction in the number and/or volume of services they purchase from us or the loss of other customers. If any of the following events occurred, Altisource’s revenue could be significantly reduced and our results of operations could be materially 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 • Ocwen loses, sells or transfers a significant portion of its GSE or Federal Housing Administration servicing rights or subservicing arrangements or remaining other servicing rights or subservicing arrangements and Altisource fails to be retained as a service provider • The contractual relationship between Ocwen and Rithm changes significantly, including Ocwen’s sub-servicing arrangement with Rithm expiring without renewal, 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 Management cannot predict whether any of these events will occur or the amount of any impact they may have on Altisource. 82 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) Leases We lease certain premises and equipment, primarily consisting of office space and information technology equipment. Certain of our leases include options to renew at our discretion or terminate leases early, and these options are considered in our determination of the expected lease term. Certain of our lease agreements include rental payments adjusted periodically for inflation. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. We sublease certain office space to third parties. Sublease income was $ 0.5 million and $ 1.0 million for the years ended December 31, 2022 and 2021, respectively. The amortization periods of right-of-use assets are generally limited by the expected lease term. Our leases generally have expected lease terms at adoption of one to six years . Information about our lease terms and our discount rate assumption was as follows as of December 31: 2022 2021 Weighted average remaining lease term (in years) 2.99 3.30 Weighted average discount rate 5.68 % 5.84 % Our lease activity was as follows for the years ended December 31: (in thousands) 2022 2021 Operating lease costs: Selling, general and administrative expense $ 2,787 $ 6,026 Cost of revenue 265 2,294 Cash used in operating activities for amounts included in the measurement of lease liabilities $ 2,198 $ 9,072 Short-term (twelve months or less) lease costs 1,183 ( 1,017 ) Maturities of our lease liabilities as of December 31, 2022 are as follows: (in thousands) Operating lease obligations 2023 $ 2,657 2024 1,889 2025 1,233 2026 636 2027 — Total lease payments 6,415 Less: interest ( 947 ) Present value of lease liabilities $ 5,468 We have executed no standby letters of credit related to office leases that are secured by restricted cash balances. Escrow Balances We hold customers’ assets 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 consolidated balance sheets. Amounts held in escrow accounts were $ 13.2 million and $ 27.5 million as of December 31, 2022 and 2021, respectively. 83 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) NOTE 23 — SEGMENT REPORTING Overview Our business segments are based upon our organizational structure, which focuses primarily on the services offered, and are consistent with the internal reporting used by our Chief Executive Officer (our chief operating decision maker) to evaluate operating performance and to assess the allocation of our resources. Effective January 1, 2022, our reportable segments changed as a result of a change in the way our Chief Executive Officer (our chief operating decision maker) manages our businesses, allocates resources and evaluates performance, and the related changes in our internal organization. We now report our operations through two reportable segments: Servicer and Real Estate and Origination . In addition, we report Corporate and Others separately. Prior to the January 1, 2022 change in reportable segments, the Company operated with one reportable segment (total Company). Prior year comparable period segment disclosures have been restated to conform to the current year presentation. The Servicer and Real Estate segment provides loan servicers and real estate investors with solutions and technologies that span the mortgage and real estate lifecycle. The Origination segment provides originators with solutions and technologies that span the mortgage origination lifecycle. Corporate and Others includes Pointillist (sold on December 1, 2021), interest expense and costs related to corporate functions including executive, infrastructure and certain technology groups, finance, law, compliance, human resources, vendor management, facilities, risk management, as well as eliminations between reportable segments. Revenue Descriptions of our principal revenue generating activities are as follows: Servicer and Real Estate • For property preservation and inspection services and payment management technologies, we recognize transactional revenue when the service is provided. • For vendor management transactions, we recognize revenue over the period during which we perform the services. • For loan disbursement review services, we recognize revenue over the period during which we perform the processing services with full recognition upon completion of the disbursements. • For foreclosure trustee services, we recognize revenue over the period during which we perform the related services, with full recognition upon completion and/or recording the related foreclosure deed. We use judgment to determine the period over which we recognize revenue for certain of these services. • For the real estate auction platform, real estate auction and real estate brokerage services, we recognize revenue on a net basis (i.e., the commission on the sale) as we perform services as an agent without assuming the risks and rewards of ownership of the asset and the commission earned on the sale is a fixed percentage or amount. • For SaaS based technology to manage REO, we recognize revenue over the estimated average number of months the REO are on the platform or ratably over the contract period. We generally recognize revenue for professional services as services are provided. • For loan servicing technologies, we recognized revenue based on the number of loans on the system. We generally recognize revenue from professional services over the contract period. • Reimbursable expenses revenue related to property preservation and inspection services, real estate sales title services and foreclosure trustee services is included in revenue with an equal amount recognized in cost of revenue. These amounts are recognized on a gross basis, principally because generally we have control over selection of vendors and the vendor relationships are with us, rather than with our customers. Origination • For the majority of the services we provide, we recognize transactional revenue when the service is provided. We recognize membership fees from Lender One members ratably over the term of membership. • For vendor management oversight software-as-a-service (“SaaS”), we recognize revenue over the period during which we perform the services. 84 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) Corporate and Others • For our customer journey analytics platform (sold on December 1, 2021), we recognized revenue primarily based on subscription fees. We recognized revenue associated with implementation services and maintenance services ratably over the contract term. During the years ended December 31, 2022 and 2021, Ocwen was our largest customer. Revenue from Ocwen as a percentage of segment and consolidated revenue was as follows: 2022 2021 Servicer and Real Estate 53 % 49 % Origination — % — % Corporate and Others — % — % Consolidated revenue 41 % 31 % Disaggregation of Revenue Disaggregation of total revenues by segment and major source was as follows for the years ended December 31: 2022 (in thousands) Revenue recognized when services are performed or assets are sold Revenue related to technology platforms and professional services Reimbursable expenses revenue Total revenue Servicer and Real Estate $ 101,716 $ 10,416 $ 7,529 $ 119,661 Originations 32,915 34 510 33,459 For the year ended December 31, 2022 $ 134,631 $ 10,450 $ 8,039 $ 153,120 2021 (in thousands) Revenue recognized when services are performed or assets are sold Revenue related to technology platforms and professional services Reimbursable expenses revenue Total revenue Servicer and Real Estate $ 98,610 $ 9,180 $ 5,846 $ 113,636 Originations 59,245 42 709 59,996 Corporate and Others — 4,821 — 4,821 For the year ended December 31, 2021 $ 157,855 $ 14,043 $ 6,555 $ 178,453 85 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) Financial Information Financial information for our segments is as follows: For the year ended December 31, 2022 (in thousands) Servicer and Real Estate Origination Corporate and Others Consolidated Altisource Revenue $ 119,661 $ 33,459 $ — $ 153,120 Cost of revenue 81,148 32,052 18,105 131,305 Gross profit (loss) 38,513 1,407 ( 18,105 ) 21,815 Selling, general and administrative expenses 12,057 8,825 33,873 54,755 Loss on sale of businesses — — 242 242 Income (loss) from operations 26,456 ( 7,418 ) ( 52,220 ) ( 33,182 ) Total other income (expense), net 4 — ( 14,389 ) ( 14,385 ) Income (loss) before income taxes and non-controlling interests $ 26,460 $ ( 7,418 ) $ ( 66,609 ) $ ( 47,567 ) For the year ended December 31, 2021 (in thousands) Servicer and Real Estate Origination Corporate and Others Consolidated Altisource Revenue $ 113,636 $ 59,996 $ 4,821 $ 178,453 Cost of revenue 87,427 49,012 34,927 171,366 Gross profit (loss) 26,209 10,984 ( 30,106 ) 7,087 Selling, general and administrative expenses 12,557 5,702 48,790 67,049 Gain on sale of businesses — — ( 88,930 ) ( 88,930 ) Income from operations 13,652 5,282 10,034 28,968 Total other income (expense), net 8 — ( 13,691 ) ( 13,683 ) Income (loss) before income taxes and non-controlling interests $ 13,660 $ 5,282 $ ( 3,657 ) $ 15,285 Total Assets Total assets for our segments are as follows: (in thousands) Servicer and Real Estate Origination Corporate and Others Consolidated Altisource Total assets: December 31, 2022 $ 63,696 $ 53,984 $ 77,325 $ 195,005 December 31, 2021 61,832 59,741 136,235 257,808 86 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) Goodwill Changes in goodwill during the years ended December 31, 2022 and 2021 are summarized below: (in thousands) Servicer and Real Estate Origination Corporate and Others Total Balance as of January 1, 2021 $ 30,681 $ 25,279 $ 17,889 $ 73,849 Write-off (1) — — ( 17,889 ) ( 17,889 ) Balance as of December 31, 2021 and 2022 $ 30,681 $ 25,279 $ — $ 55,960 ______________________________________ (1) During 2021, the Company sold its equity interest in Pointillist (See Note 4 for additional information) which had $ 17.9 million of goodwill attributed to it. The amount of goodwill attributable to Pointillist was based on the relative fair values of Pointillist and the Company excluding Pointillist. Pointillist was determined to be a business within the Company’s existing reporting unit. We determined that each reportable segment represents a reporting unit. Goodwill was allocated to each reporting unit based on the relative fair value of each of our reporting units. NOTE 24 — SUBSEQUENT EVENTS Public offering of Common Stock On February 14, 2023, Altisource closed on an underwritten public offering to sell 4,550,000 shares of its common stock, at a price of $ 5.00 per share, generating net proceeds of approximately $ 21 million, after deducting the underwriting discounts and commissions and other offering expenses. On February 22, 2023, Altisource used $ 20 million of the net proceeds of the offering to repay its term loans. Term Loan Amendment Altisource Portfolio Solutions S.A. and its wholly-owned subsidiary, Altisource S.a.r.l., executed Amendment No. 2 (the “Second Amendment”) to the Credit Agreement effective February 14, 2023 (as amended by the Second Amendment, the “Amended Credit Agreement”). The following is a summary of certain key terms of the Second Amendment and the Amended Credit Agreement. • The maturity date of the term loans under the Amended Credit Agreement is April 30, 2025 • If the amount of par paydown that the Company makes on the term loans (excluding amortization and other required payments) in the aggregate using proceeds of junior capital raises (the “Par Paydown”) prior to February 14, 2024 (the “Paydown Measurement Date”) is equal to or greater than $ 30 million, then (subject to the representations and warranties being true and correct as of such date and there being no default or event of default being in existence as of such date) the maturity date of the term loans will be extended to April 30, 2026. Such extension is conditioned upon the Company’s payment of a 2 % payment-in-kind extension fee • The principal amortization of the term loans under the Amended Credit Agreement is 1.00 % per year through April 30, 2025 and, if applicable, 12 % per year for the year ended April 30, 2026 • The interest rate on the term loans will initially be Secured Overnight Financing Rate (“SOFR”) plus 5.00 % per annum payable in cash plus 5.00 % per annum payable in kind (“PIK”). The PIK component of the interest rate will be subject to adjustment based on the amount of Par Paydown prior to the Paydown Measurement Date as set forth in the table below: 87 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) Par Paydown PIK Component of Interest Rate Less than $20 million 5.00 % $20 million+ but less than below 4.50 % $30 million+ but less than below 3.75 % $40 million+ but less than below 3.50 % $45 million+ but less than below 3.00 % $50 million+ but less than below 2.50 % $55 million+ but less than below 2.00 % $60 million+ but less than below 1.00 % $65 million+ but less than below 0.50 % $70 million+ 0.00 % • If, as of the end of any calendar quarter, (i) the amount of unencumbered cash and cash equivalents of Altisource S.à r.l. and its direct and indirect subsidiaries on a consolidated basis plus (ii) the undrawn commitment amount under the Revolver is, or is forecast as of the end of the immediately subsequent calendar quarter to be, less than $ 35 million, then up to 2.00 % in interest otherwise payable in cash in the following quarter may be paid in kind at the Company’s election • The lenders under the Amended Credit Agreement received warrants (the “Warrants”) to purchase 3,223,851 shares of Altisource common stock (the “Warrant Shares”). The number of Warrant Shares is subject to reduction based on the amount of Par Paydown by the Paydown Measurement Date as set forth in the table below. Par Paydown Warrant Shares Less than $20 million 3,223,851 $20 million+ but less than below 2,578,743 $30 million+ 1,612,705 • The exercise price per share of common stock under each Warrant is equal to $ 0.01 . The Warrants may be exercised at any time on and after the Paydown Measurement Date and prior to their expiration date. The Warrants are exercisable on a cashless basis and will be subject to customary anti-dilution provisions. The Warrants, if not previously exercised or terminated, will be automatically exercised on May 22, 2027. The Warrants are subject to a lock-up agreement, subject to customary exceptions, ending two business days after the Paydown Measurement Date • The lenders under the Amended Credit Agreement were paid an amendment fee equal to 1.0 %, substantially all of which was paid in cash at closing • Various of the affirmative and negative covenants, mandatory prepayments, events of default and other terms to which the Company is subject under the Amended Credit Agreement have been modified including in many cases to be more restrictive or to reduce certain permissions previously available to the Company. Revolver Amendment The Company entered into Amendment No. 1 (the “First Revolver Amendment”) to the Revolver effective February 14, 2023. The First Revolver Amendment establishes the credit available under the Revolver at $ 15 million, extends the facility termination and maturity date to coincide with the maturity date of the term loans under the Amended Credit Agreement, and increases the interest rate under the Revolver to 10 % per annum payable in cash and 3 % per annum PIK. A usage fee of $ 750,000 will be payable upon the initial drawing under the Revolver following the effectiveness of the First Revolver Amendment. The Revolver is secured by a first-priority lien on substantially all of the assets of the Company, which lien will be pari passu with liens securing the term loans under the Amended Credit Agreement, and the Revolver will continue to be guaranteed by Altisource and substantially all of the material subsidiaries of the Borrower. 88 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.