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 ) 53 Consolidated Balance Sheets as of December 31, 2023 and 2022 55 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022 56 Consolidated Statements of Equity (Deficit) for the years ended December 31, 2023 and 2022 57 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 58 Notes to Consolidated Financial Statements 59 52 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 sheets of Altisource Portfolio Solutions S.A. and its subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, equity (deficit), and cash flows for the years then ended and the related notes to the consolidated financial statements (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, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. 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 audits. 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 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. 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 audits 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 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. 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 a critical audit matter 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 a separate opinion 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 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 $18.1 million of total unrecognized tax benefits, including interest and penalties, as of December 31, 2023. The Company also recorded a $3.7 million income tax provision for the year ending December 31, 2023. 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: 53 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 7, 2024 54 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Consolidated Balance Sheets (in thousands, except per share data) December 31, 2023 2022 ASSETS Current assets: Cash and cash equivalents $ 32,522 $ 51,025 Accounts receivable, net of allowance for doubtful accounts of $ 3,123 and $ 4,363 , respectively 11,682 12,989 Prepaid expenses and other current assets 11,336 23,544 Total current assets 55,540 87,558 Premises and equipment, net 1,709 4,222 Right-of-use assets under operating leases 3,379 5,321 Goodwill 55,960 55,960 Intangible assets, net 26,548 31,730 Deferred tax assets, net 4,992 5,048 Other assets 6,730 5,429 Total assets $ 154,858 $ 195,268 LIABILITIES AND DEFICIT Current liabilities: Accounts payable and accrued expenses $ 30,088 $ 33,507 Deferred revenue 3,195 3,711 Other current liabilities 2,477 2,867 Total current liabilities 35,760 40,085 Long-term debt 215,615 245,493 Deferred tax liabilities, net 9,028 9,028 Other non-current liabilities 19,510 19,536 Commitments, contingencies and regulatory matters (Note 22) Deficit: Common stock ($ 1.00 par value; 100,000 shares authorized, 29,963 issued and 26,496 outstanding as of December 31, 2023 ; 25,413 issued and 16,129 outstanding as of December 31, 2022 ) 29,963 25,413 Additional paid-in capital 177,278 149,348 (Accumulated deficit) retained earnings ( 180,162 ) 118,948 Treasury stock, at cost ( 3,467 shares as of December 31, 2023 and 9,284 shares as of December 31, 2022) ( 152,749 ) ( 413,358 ) Altisource deficit ( 125,670 ) ( 119,649 ) Non-controlling interests 615 775 Total deficit ( 125,055 ) ( 118,874 ) Total liabilities and deficit $ 154,858 $ 195,268 See accompanying notes to consolidated financial statements . 55 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per share data) For the years ended December 31, 2023 2022 Revenue $ 145,066 $ 153,120 Cost of revenue 115,414 131,305 Gross profit 29,652 21,815 Operating expense (income): Selling, general and administrative expenses 46,420 54,755 Loss on sale of business — 242 Loss from operations ( 16,768 ) ( 33,182 ) Other income (expense), net: Interest expense ( 36,103 ) ( 16,639 ) Change in fair value of warrant liability 1,145 — Debt amendment costs ( 3,410 ) — Other income (expense), net 2,788 2,254 Total other income (expense), net ( 35,580 ) ( 14,385 ) Loss before income taxes and non-controlling interests ( 52,348 ) ( 47,567 ) Income tax provision ( 3,714 ) ( 5,266 ) Net loss ( 56,062 ) ( 52,833 ) Net income attributable to non-controlling interests ( 228 ) ( 585 ) Net loss attributable to Altisource $ ( 56,290 ) $ ( 53,418 ) Loss per share: Basic $ ( 2.51 ) $ ( 3.32 ) Diluted $ ( 2.51 ) $ ( 3.32 ) Weighted average shares outstanding: Basic 22,418 16,070 Diluted 22,418 16,070 Comprehensive loss: Comprehensive loss, net of tax ( 56,062 ) ( 52,833 ) Comprehensive income attributable to non-controlling interests ( 228 ) ( 585 ) Comprehensive loss attributable to Altisource $ ( 56,290 ) $ ( 53,418 ) See accompanying notes to consolidated financial statements . 56 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Consolidated Statements of Equity (Deficit) (in thousands) Altisource Deficit Common stock Additional paid-in capital (Accumulated deficit) retained earnings Treasury stock, at cost Non-controlling interests Total Shares Balance, January 1, 2022 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 ) Net loss — — — ( 56,290 ) — 228 ( 56,062 ) Distributions to non-controlling interest holders — — — — — ( 388 ) ( 388 ) Reclassification of warrant liability to equity — — 6,951 — — — 6,951 Share-based compensation expense — — 5,068 — — — 5,068 Issuance of common stock, net of issuance costs 4,550 4,550 15,911 — — — 20,461 Sale of treasury stock, net of transaction costs — — — ( 228,322 ) 246,643 — 18,321 Issuance of restricted share units and restricted shares — — — ( 10,071 ) 10,071 — — Treasury shares withheld for the payment of tax on restricted share unit and restricted share issuances — — — ( 4,427 ) 3,895 — ( 532 ) Balance, December 31, 2023 29,963 $ 29,963 $ 177,278 $ ( 180,162 ) $ ( 152,749 ) $ 615 $ ( 125,055 ) See accompanying notes to consolidated financial statements . 57 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Consolidated Statements of Cash Flows (in thousands) For the years ended December 31, 2023 2022 Cash flows from operating activities: Net loss $ ( 56,062 ) $ ( 52,833 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,392 3,440 Amortization of right-of-use assets under operating leases 1,771 2,730 Amortization of intangible assets 5,182 5,129 PIK accrual 6,881 — Share-based compensation expense 5,068 5,050 Bad debt expense 858 885 Amortization of debt discount 3,777 661 Amortization of debt issuance costs 2,446 932 Deferred income taxes 45 1,098 Loss on disposal of fixed assets 121 10 Loss on sale of business — 242 Change in fair value of warrant liability ( 1,145 ) — Changes in operating assets and liabilities: Accounts receivable 449 4,134 Prepaid expenses and other current assets 12,231 ( 1,922 ) Other assets ( 1,667 ) 341 Accounts payable and accrued expenses ( 3,419 ) ( 12,964 ) Current and non-current operating lease liabilities ( 1,777 ) ( 2,911 ) Other current and non-current liabilities 1,016 1,090 Net cash used in operating activities ( 21,833 ) ( 44,888 ) Cash flows from investing activities: Additions to premises and equipment — ( 863 ) Proceeds from the sale of business — 346 Other investing activities — ( 250 ) Net cash used in investing activities — ( 767 ) Cash flows from financing activities: Proceeds from issuance of common stock, net of issuance costs 20,461 — Proceeds from sale of treasury stock, net of transaction costs 18,321 — Debt issuance and amendment costs ( 4,886 ) — Repayments of long-term debt ( 30,000 ) — Distributions to non-controlling interests ( 388 ) ( 1,082 ) Payments of tax withholding on issuance of restricted share units and restricted shares ( 532 ) ( 1,139 ) Net cash provided by (used in) financing activities 2,976 ( 2,221 ) Net decrease in cash, cash equivalents and restricted cash ( 18,857 ) ( 47,876 ) Cash, cash equivalents and restricted cash at the beginning of the period 54,273 102,149 Cash, cash equivalents and restricted cash at the end of the period $ 35,416 $ 54,273 Supplemental cash flow information: Interest paid $ 22,876 $ 14,962 Income taxes (refunded) paid, net ( 3,775 ) 3,299 Acquisition of right-of-use assets with operating lease liabilities 500 920 Reduction of right-of-use assets from operating lease modifications or reassessments ( 671 ) ( 463 ) Non-cash investing and financing activities: Net decrease in payables for purchases of premises and equipment $ — $ ( 64 ) Warrants issued in connection with Amended Credit Agreement 8,096 — 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: 2023 2022 Cash and cash equivalents $ 32,522 $ 51,025 Restricted cash 2,894 3,248 Total cash, cash equivalents and restricted cash reported in the statements of cash flows $ 35,416 $ 54,273 See accompanying notes to consolidated financial statements. 58 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. Certain amounts disclosed in prior period statements have been reclassified to conform to the current period presentation. 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, 2023, Lenders One had total assets of $ 0.4 million and total liabilities of $ 0.6 million. As of December 31, 2022, Lenders One had total assets of $ 1.2 million and total liabilities of $ 1.1 million. 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. 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. 59 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) 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 estimated weighted average cost of capital. The market comparisons include an analysis of revenue and earnings multiples of guideline public companies compared to the Company. 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. 60 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) 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 $ 0.2 million for the years ended December 31, 2023 and 2022, 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 are recognized, we record either a contract asset (unbilled accounts receivable) or a contract liability (deferred revenue or other current liabilities), as appropriate. A description 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. We use judgment to determine the period over which we recognize revenue for certain of these 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. 61 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) • 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) at the closing of the sale of the REO 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. We use judgment to determine the period over which we recognize revenue for certain of these services • For loan servicing technologies, we generally recognize revenue based on the number of loans on the system. We generally recognized revenue from professional services as services are provided. We use judgment to determine the period over which we recognize revenue for certain of these services • 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. We use judgment to determine the period over which we recognize revenue for certain of these services 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. 62 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) 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. Future Adoption of New Accounting Pronouncement In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This standard updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses that are part of an entity’s segment measure of profit or loss and regularly provided to the chief operating decision maker. In addition, it adds or makes clarifications to other segment-related disclosures, such as clarifying that the disclosure requirements in ASC 280 are required for entities with a single reportable segment and that an entity may disclose multiple measures of segment profit and loss. This standard will be effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption of this standard is permitted. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This standard amends the Codification to enhance the transparency and decision usefulness of income tax disclosures, to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This standard will be effective for annual periods beginning after December 15, 2024. Early adoption of this standard is permitted. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements. 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, 2023, Ocwen was our largest customer, accounting for 44 % 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, 2023 and 2022, we recognized revenue from Ocwen of $ 63.2 million and $ 63.5 million, respectively. Revenue from Ocwen as a percentage of segment and consolidated revenue was as follows for the years ended December 31: 2023 2022 Servicer and Real Estate 55 % 53 % Origination — % — % Corporate and Others — % — % Consolidated revenue 44 % 41 % 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 the years ended December 31, 2023 and 2022, we recognized $ 9.2 million and $ 9.5 million, respectively, of such revenue. These amounts are not included in deriving revenue from Ocwen and revenue from Ocwen as a percentage of revenue discussed above. As of December 31, 2023, accounts receivable from Ocwen totaled $ 3.4 million, $ 2.2 million of which was billed and $ 1.2 million of which was unbilled. 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. 63 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) 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.) is an asset manager focused on the real estate and financial services industries. Ocwen has disclosed that Rithm is a significant client of Ocwen’s. As of December 31, 2023, Ocwen reported that approximately 16 % of loans serviced and subserviced by Ocwen (measured in unpaid principal balance (“UPB”)) and approximately 67 % of all delinquent loans that Ocwen services 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, 2023 and 2022, we recognized revenue from Rithm of $ 2.8 million and $ 3.2 million, respectively, under the Brokerage Agreement. For the years ended December 31, 2023 and 2022, we recognized additional revenue of $ 12.6 million and $ 13.0 million, respectively, relating to the Subject MSRs when a party other than Rithm selects Altisource as the service provider. NOTE 4 — ACCOUNTS RECEIVABLE, NET Accounts receivable, net consists of the following as of December 31: (in thousands) 2023 2022 Billed $ 9,826 $ 11,993 Unbilled 4,979 5,359 14,805 17,352 Less: Allowance for credit losses ( 3,123 ) ( 4,363 ) Total $ 11,682 $ 12,989 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. 64 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) 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, 2023 $ 4,363 $ 858 $ — $ 2,098 $ 3,123 Year ended December 31, 2022 5,297 885 ( 260 ) 1,559 4,363 ______________________________________ (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 5 — PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following as of December 31: (in thousands) 2023 2022 Prepaid expenses $ 3,722 $ 5,165 Income taxes receivable 325 7,031 Indemnity escrow receivable from Pointillist sale 3,201 3,223 Maintenance agreements, current portion 1,327 1,498 Surety bond collateral — 4,000 Restricted cash 23 — Other current assets 2,738 2,627 Total $ 11,336 $ 23,544 NOTE 6 — PREMISES AND EQUIPMENT, NET Premises and equipment, net consists of the following as of December 31: (in thousands) 2023 2022 Computer hardware and software $ 46,519 $ 49,339 Leasehold improvements 1,011 5,794 Furniture and fixtures 102 3,832 Office equipment and other 17 346 47,649 59,311 Less: Accumulated depreciation and amortization ( 45,940 ) ( 55,089 ) Total $ 1,709 $ 4,222 Depreciation and amortization expense amounted to $ 2.4 million and $ 3.4 million for the years ended December 31, 2023 and 2022, respectively, and is included in cost of revenue for operating assets and in selling, general and administrative expenses for non-operating assets in the accompanying consolidated statements of operations and comprehensive loss. 65 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) Premises and equipment, net consist of the following by country as of December 31: (in thousands) 2023 2022 Luxembourg $ 1,131 $ 2,455 India 492 1,129 United States 64 586 Uruguay 22 52 Total $ 1,709 $ 4,222 NOTE 7 — 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) 2023 2022 Right-of-use assets under operating leases $ 7,242 $ 11,808 Less: Accumulated amortization ( 3,863 ) ( 6,487 ) Total $ 3,379 $ 5,321 Amortization of operating leases was $ 1.8 million and $ 2.7 million for the years ended December 31, 2023 and 2022, respectively, and is included in cost of revenue for operating assets and in selling, general and administrative expenses for non-operating assets in the accompanying consolidated statements of operations and comprehensive loss. NOTE 8 — GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The following is a summary of goodwill by segment: (in thousands) Servicer and Real Estate Origination Corporate and Others Total Balance as of December 31, 2023 and 2022 $ 30,681 $ 25,279 $ — $ 55,960 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) 2023 2022 2023 2022 2023 2022 Definite lived intangible assets: Customer related intangible assets 9 $ 214,307 $ 214,307 $ ( 200,656 ) $ ( 197,594 ) $ 13,651 $ 16,713 Operating agreement 20 35,000 35,000 ( 24,354 ) ( 22,604 ) 10,646 12,396 Trademarks and trade names 16 9,709 9,709 ( 7,458 ) ( 7,088 ) 2,251 2,621 Total $ 259,016 $ 259,016 $ ( 232,468 ) $ ( 227,286 ) $ 26,548 $ 31,730 66 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) Amortization expense for definite lived intangible assets was $ 5.2 million and $ 5.1 million for the years ended December 31, 2023 and 2022, respectively . Forecasted annual definite lived intangible asset amortization expense for 2024 through 2028 is $ 5.1 million, $ 5.1 million, $ 4.9 million, $ 4.7 million and $ 4.4 million, respectively. NOTE 9 — OTHER ASSETS Other assets consist of the following as of December 31: (in thousands) 2023 2022 Restricted cash $ 2,871 $ 3,248 Security deposits 397 596 Surety bond collateral 2,000 — Other 1,462 1,585 Total $ 6,730 $ 5,429 NOTE 10 — ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accounts payable and accrued expenses consist of the following as of December 31: (in thousands) 2023 2022 Accounts payable $ 15,275 $ 14,981 Accrued expenses - general 8,637 11,858 Accrued salaries and benefits 5,048 5,501 Income taxes payable 1,128 1,167 Total $ 30,088 $ 33,507 Other current liabilities consist of the following as of December 31: (in thousands) 2023 2022 Operating lease liabilities $ 1,570 $ 2,097 Other 907 770 Total $ 2,477 $ 2,867 NOTE 11 — LONG-TERM DEBT Long-term debt consists of the following as of December 31: (in thousands) 2023 2022 Senior secured term loans $ 224,085 $ 247,204 Less: Debt issuance and amendment costs, net ( 3,318 ) ( 878 ) Less: Unamortized discount, net ( 5,152 ) ( 833 ) Net Senior secured term loans 215,615 245,493 Total Long-term debt $ 215,615 $ 245,493 Senior Secured Term Loans In April 2018, Altisource Portfolio Solutions S.A. and its wholly-owned subsidiary, Altisource S.à r.l., entered into a credit agreement with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and certain lenders (the “Credit Agreement”). Under the Credit Agreement, Altisource borrowed $ 412 million in the form of senior secured term loans (“SSTL”). Effective February 14, 2023, Altisource Portfolio Solutions S.A. and Altisource S.à r.l. entered into Amendment No. 67 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) 2 to the Credit Agreement (as amended by Amendment No. 2, the “Amended Credit Agreement”). Altisource Portfolio Solutions S.A. and its subsidiaries, subject to the applicable exclusions in the Amended Credit Agreement, are guarantors on the SSTL (collectively, the “Guarantors”). Effective June 1, 2023, the administrative agent and collateral agent of the Amended Credit Agreement changed to Wilmington Trust, N.A. The maturity date of the SSTL under the Amended Credit Agreement is April 30, 2025. If the aggregate amount of par paydowns on the SSTL made prior to February 14, 2024 using proceeds from issuances of equity interests or from junior indebtedness (“Aggregate Paydowns”) are equal to or greater than $ 30 million, then the maturity date of the SSTL may be extended at the Company’s option to April 30, 2026. Such extension is conditioned upon the Company’s payment of a 2 % payment-in-kind extension fee on or before April 30, 2025 and 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. During 2023, Company made $ 30 million of Aggregate Paydowns. All amounts outstanding under the SSTL will become due on the earlier of (i) the maturity date, 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 Amended Credit Agreement; other capitalized terms, unless defined herein, are defined in the Amended Credit Agreement) or as otherwise provided in the Amended Credit Agreement upon the occurrence of any event of default. There are no mandatory repayments of the SSTL, except as set forth herein, until the April 30, 2025 maturity when the balance is due. If the maturity date is extended to April 30, 2026, the Company is required to make mandatory repayments of $ 5.2 million in the first quarter of 2026 with the remaining balance due at the April 2026 maturity. In addition to the scheduled principal payments, subject to certain exceptions, the SSTL is subject to mandatory prepayment upon issuances of debt, certain casualty and condemnation events and sales of assets, as well as 50 % of Consolidated Excess Cash Flow, as calculated in accordance with the provisions of the Amended Credit Agreement. Altisource may incur incremental indebtedness under the Amended Credit Agreement from one or more incremental lenders, which may include existing lenders, in an aggregate incremental principal amount not to exceed $ 50 million, subject to certain conditions set forth in the Amended Credit Agreement. The lenders have no obligation to provide any incremental indebtedness. Through March 29, 2023, the SSTL’s interest rate was the Adjusted Eurodollar Rate plus 4.00 %. Beginning March 30, 2023, the SSTL bears interest at rates based upon, at our option, the Secured Overnight Financing Rate (“SOFR”) or the Base Rate, as defined in the Amended Credit Agreement. If the Company selects SOFR, the term loans initially bear interest at a rate per annum equal to SOFR plus 5.00 % payable in cash plus 5.00 % payable in kind (“PIK”). If the Company selects Base Rate, the loans initially bear interest at a rate per annum equal to the Base Rate plus 4.00 % payable in cash plus 5.00 % PIK. 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) 4.00 %. The PIK component of the interest rate is subject to adjustment based on the amount of Aggregate Paydowns as set forth in the table below. The PIK component of the interest rate was 3.75 % for the six months ended December 31, 2023 and 4.50 % for the three months ended June 30, 2023. The interest rate as of December 31, 2023, including the PIK component, was 14.24 %. Aggregate Paydowns 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. 68 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) The payment of all amounts owing by Altisource under the Amended 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 Amended 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 Amended 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 Amended 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 Amended Credit Agreement, (iv) failure to pay principal or interest on any other debt that equals or exceeds $ 5 million when due, (v) default on any other debt that equals or exceeds $ 5 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 aggregate amount in excess of $ 10 million that remain unbonded, undischarged or unstayed for a certain number of days after the entry thereof, (ix) the occurrence of certain ERISA events, (x) the failure of certain Loan Documents to be in full force and effect and (xi) failure to comply in any material respects with the terms of the Warrants or the Warrant Purchase Agreement. If any event of default occurs and is not cured within applicable grace periods set forth in the Amended Credit Agreement or waived, all loans and other obligations could become due and immediately payable and the facility could be terminated. The lenders under the Amended Credit Agreement received Warrants to purchase shares of Altisource common stock. The number of Warrant Shares is subject to reduction based on the amount of Aggregate Paydowns (see Note 12 for additional information). The fair value of the Warrants on February 14, 2023 was $ 8.1 million and was recorded as an increase in debt discount. In connection with Amendment No. 2, the Company paid $ 4.9 million to the lenders and to third parties on behalf of the lenders. The $ 4.9 million payment was recorded as an increase in debt issuance and amendment costs. In connection with Amendment No. 2, the Company paid $ 3.4 million to advisors and recorded these payments as other expense in the consolidated statements of operations and comprehensive loss. Deer Park Road Management Company, LP (“Deer Park”), a related party, owns approximately 16 % and 24 % of Altisource’s common stock as of December 31, 2023 and 2022, respectively, and $ 40.6 million of Altisource debt under the Amended Credit Agreement as of December 31, 2023 (no comparative amount 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 and subsequently elected by shareholders is a current employee of Deer Park. In connection with the Amended Credit Agreement, Deer Park received 292 thousand Warrants. During the year ended December 31, 2023, Deer Park received interest of $ 4.1 million from the Altisource SSTL (no comparative amount for the year ended December 31, 2022). As of December 31, 2023, debt issuance and amendment costs were $ 3.3 million, net of $ 6.1 million of accumulated amortization. As of December 31, 2022, debt issuance costs were $ 0.9 million, net of $ 3.6 million of accumulated amortization. Interest expense on the SSTL, including amortization of debt issuance costs and the net debt discount, totaled $ 32.6 million and $ 16.4 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, maturities of our long-term debt are as follows: (in thousands) Maturities 2024 $ — 2025 224,085 $ 224,085 69 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 STS Master Fund, Ltd. (“STS”) (the “Revolver”). STS is an investment fund managed by Deer Park. The Revolver was amended effective February 14, 2023 (the “Amended Revolver”). Under the terms of the Amended 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 Amended Revolver provides Altisource the ability to borrow a maximum amount of $ 15.0 million. Amounts that are repaid may be re-borrowed in accordance with the limitations set forth below. The maturity date of the Amended Revolver coincides with the maturity date of the SSTL under the Amended Credit Agreement, as it may be extended. The outstanding balance on the Amended Revolver is due and payable on such maturity date. Borrowings under the Amended Revolver bear interest of 10.00 % per annum in cash and 3.00 % per annum PIK and are payable quarterly on the last business day of each March, June, September and December. In connection with the Amended Revolver, Altisource is required to pay a usage fee equal to $ 0.75 million at the initial extension of credit pursuant to the Amended Revolver. Altisource’s obligations under the Amended Revolver are 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 SSTL under the Amended Credit Agreement. The Amended 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 Amended 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 Amended Revolver within three business days of becoming due, (ii) failure to perform or observe any material provisions of the Amended Revolver Documents to be performed or complied with and such failure continues for a period of 30 days after written notice is given by the Lender to the Borrower, (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 aggregate 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 Amended Revolver or waived, all loans and other obligations could become due and immediately payable and the facility could be terminated. As of December 31, 2023 and 2022, there was no outstanding debt under the Amended Revolver and Revolver, respectively. As of December 31, 2023, debt issuance costs were $ 0.2 million, net of $ 0.4 million of accumulated amortization. As of December 31, 2022, debt issuance costs were $ 0.3 million, net of $ 0.3 million of accumulated amortization. Debt issuance costs for the Amended Revolver and Revolver are included in other assets in the accompanying consolidated balance sheet. NOTE 12 — WARRANTS On February 14, 2023, the lenders under the Amended Credit Agreement (see Note 11 for additional information) 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 Aggregate Paydowns as set forth in the table below. Aggregate Paydowns Warrant Shares Less than $20 million 3,223,851 $20 million+ but less than below 2,578,743 $30 million+ 1,612,705 During 2023, the Company made $ 30 million of Aggregate Paydowns. As a result, the number of Warrant Shares as of December 31, 2023 is 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 February 14, 2024 and prior to their expiration date. The Warrants are exercisable on a cashless basis and are subject to customary anti-dilution provisions. The Warrants, if not previously exercised or terminated, will be automatically 70 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) exercised on May 22, 2027. The Warrants are subject to a lock-up agreement, subject to customary exceptions, ending on February 16, 2024. The Warrants are free standing financial instruments that are legally detachable and separately exercisable from the term loans under the Amended Credit Agreement. At inception, the Warrants were not considered to be indexed to the Company’s stock because the number of Warrant Shares varied based on Aggregate Paydowns. Pursuant to ASC 815-40, Derivatives and Hedging–Contracts in Entity’s Own Equity, the outstanding Warrants were recognized as a warrant liability on the balance sheet based on their inception date fair value and subsequently re-measured at each reporting period with changes recorded as a component of other income (expense) in the statement of operations. On September 18, 2023, the Company reached the $ 30 million in Aggregate Paydowns threshold and the number of Warrant Shares was no longer variable. As a result, the Warrants are considered to be indexed to the Company’s stock and the Warrant Liability was reclassified to equity. The fair value of the warrant liability was based on the number of Warrant Shares that were expected to be exercisable on and after February 14, 2024 and the Altisource share price less $ 0.01 at the measurement date. The fair value of the warrant liability at each of the respective valuation dates is summarized below: Warrant Liability Warrant Shares based on Aggregate Paydowns Expected Warrant Shares that will be exercisable on February 14, 2024 Fair Value per Warrant Share Fair Value (in thousands) Fair value at initial measurement date of February 14, 2023 3,223,851 1,612,705 $ 5.02 $ 8,096 Gain on change in fair value of warrant liability ( 1,145 ) Fair value at September 18, 2023 1,612,705 1,612,705 $ 4.31 $ 6,951 During the year ended December 31, 2023, the Company recorded a gain on changes in fair value of warrant liability of $ 1.1 million. During the year ended December 31, 2022, there were no warrant liabilities outstanding. NOTE 13 — OTHER NON-CURRENT LIABILITIES Other non-current liabilities consist of the following as of December 31: (in thousands) 2023 2022 Income tax liabilities $ 17,506 $ 16,079 Operating lease liabilities 1,950 3,371 Deferred revenue 9 82 Other non-current liabilities 45 4 Total $ 19,510 $ 19,536 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, 2023 and 2022. The following fair values are estimated using market information and what the Company believes to be appropriate valuation methodologies under GAAP: December 31, 2023 December 31, 2022 (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 $ 32,522 $ 32,522 $ — $ — $ 51,025 $ 51,025 $ — $ — Restricted cash 2,894 2,894 — — 3,248 3,248 — — Short-term receivable 3,201 — — 3,201 3,223 — — 3,223 Liabilities: Senior secured term loan 224,085 — 177,027 — 247,204 — 200,235 — 71 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) 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 are measured using Level 1 inputs. The fair value of our SSTL 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 an escrow account to satisfy certain indemnification claims that may arise on or prior to the first anniversary of the sale closing. The deposit was recorded as a short-term receivable. 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 44 % of its revenue from Ocwen for the year ended December 31, 2023 (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, 2023, we had 100.0 million shares authorized, 30.0 million issued and 26.5 million shares of common stock outstanding. As of December 31, 2022, we had 100.0 million shares authorized, 25.4 million shares issued and 16.1 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 8.4 million Altisource share-based awards to officers, directors, employees and to employees of our affiliates. As of December 31, 2023, 1.8 million share-based awards were available for future grant under the Plan. Expired and forfeited awards are available for reissuance. Share Repurchase Program On May 16, 2023, our shareholders approved the renewal and amendment of the share repurchase program previously approved by the shareholders on May 15, 2018. Under the program, we are authorized to purchase up to 3.1 million shares of our common stock, based on a limit of 15 % 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 $ 25.00 per share, for a period of five years from the date of approval. As of December 31, 2023, approximately 3.1 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, 2023 and 2022. 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, 2023, we can repurchase up to approximately $ 116 million of our common stock under Luxembourg law. Under the Amended Credit Agreement, we are not permitted to repurchase shares except for limited circumstances. 72 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) Public offerings 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 $ 20.5 million, after deducting the underwriting discounts and commissions and other offering expenses. On September 7, 2023, Altisource closed on an underwritten public offering to sell 5,590,277 shares of its common stock, at a price of $ 3.60 per share, generating net proceeds of $ 18.4 million, after deducting the underwriting discounts and commissions and other offering expenses. 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 $ 5.1 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, estimated unrecognized compensation costs related to share-based awards amounted to $ 2.1 million, which we expect to recognize over a weighted average remaining requisite service period of approximately 1.14 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 182 thousand service-based options were outstanding as of December 31, 2023. 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 generally 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, 2023. 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 generally 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, 2023. There were no stock option grants during the year ended December 31, 2023. 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. 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 grant date fair value of stock options that vested during the years ended December 31: (in thousands, except per share data) 2023 2022 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 $ 98 $ 1,031 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, 2022 745,277 $ 27.03 4.83 $ — Granted — — Forfeited ( 6,088 ) 25.26 Outstanding as of December 31, 2023 739,189 27.04 3.84 — Exercisable as of December 31, 2023 544,951 25.24 3.26 — 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, 2023: 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 — $ 20.00 245,100 4.70 $ 15.40 129,187 1.73 $ 18.35 $ 20.01 — $ 30.00 410,610 3.15 24.83 385,258 3.16 24.80 $ 30.01 — $ 40.00 28,479 2.65 33.21 16,756 2.65 33.61 $ 80.01 — $ 90.00 25,000 0.60 86.69 6,250 0.60 86.69 $ 90.01 — $ 100.00 30,000 0.75 96.87 7,500 0.75 96.87 739,189 544,951 ______________________________________ (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 7,815 6,250 $ 80.01 — $ 90.00 — 3,791 $ 90.01 — $ 100.00 — 3,908 $ 170.01 — $ 180.00 12,500 — Over $ 190.00 15,000 13,750 Total 42,896 31,861 Weighted average share price $ 69.98 $ 53.85 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, market-based awards and performance and market-based awards. Service-Based Awards. These awards generally vest over one -to- four year periods. A total of 884 thousand service-based awards were outstanding as of December 31, 2023. 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 141 thousand performance-based awards were outstanding as of December 31, 2023. 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, 2023. 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 75 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) financial performance levels and Altisource’s share performance is above certain established criteria, participants have the 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 125 thousand performance-based and market-based awards were outstanding as of December 31, 2023. The Company granted 891 thousand restricted share units (at a weighted average grant date fair value of $ 4.82 per share) during the year ended December 31, 2023. These grants include 57 thousand performance-based awards and 57 thousand awards that include both a performance condition and a market condition. 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 and 46 thousand awards that include both a performance condition and a market condition. 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, 2022 755,006 Granted 890,810 Issued ( 227,182 ) Forfeited / canceled ( 155,892 ) Outstanding as of December 31, 2023 1,262,742 The following assumptions were used to determine the fair values for the awards that include both a performance condition and a market condition for the years ended December 31: 2023 2022 Risk-free interest rate (%) 4.18 1.04 Expected stock price volatility (%) 62.13 59.90 Expected dividend yield — — Expected life (in years) 3 3 Fair value $ 9.63 $ — 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) 2023 2022 Service revenue $ 136,565 $ 144,496 Reimbursable expenses 8,273 8,039 Non-controlling interests 228 585 Total $ 145,066 $ 153,120 76 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) Disaggregation of Revenue Disaggregation of total revenue by segment and major source was as follows for the years ended December 31: 2023 (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 $ 95,643 $ 12,136 $ 7,688 $ 115,467 Origination 28,379 635 585 29,599 Total revenue $ 124,022 $ 12,771 $ 8,273 $ 145,066 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 $ 100,477 $ 11,655 $ 7,529 $ 119,661 Origination 32,223 726 510 33,459 Total revenue $ 132,700 $ 12,381 $ 8,039 $ 153,120 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. The Company recognized less than $ 0.1 million for both the years ended December 31, 2023 and 2022, of service revenue relating to services provided to Aldridge Pite. Contract Balances Our contract assets consist of unbilled accounts receivable (see Note 4). 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 $ 3.5 million and $ 4.2 million for the years ended December 31, 2023 and 2022, 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) 2023 2022 Outside fees and services $ 55,858 $ 55,979 Compensation and benefits 35,396 48,064 Technology and telecommunications 14,196 16,937 Reimbursable expenses 8,273 8,039 Depreciation and amortization 1,691 2,286 Total $ 115,414 $ 131,305 77 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) Transactions with Related Parties The Company recognized $ 0.7 million and $ 0.5 million for the years ended December 31, 2023 and 2022, respectively of reimbursable expenses relating to services provided to Aldridge Pite. As of December 31, 2023, the Company had no payable to Aldridge Pite . 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) 2023 2022 Compensation and benefits $ 20,879 $ 22,973 Professional services 7,885 11,595 Amortization of intangible assets 5,182 5,129 Occupancy related costs 4,917 5,000 Marketing costs 1,977 3,107 Depreciation and amortization 701 1,154 Other 4,879 5,797 Total $ 46,420 $ 54,755 NOTE 19 — OTHER INCOME (EXPENSE), NET Other income (expense), net consists of the following for the years ended December 31: (in thousands) 2023 2022 Interest income (expense) $ 1,314 $ 665 Other, net 1,474 1,589 Total $ 2,788 $ 2,254 NOTE 20 — INCOME TAXES The components of loss before income taxes and non-controlling interests consist of the following for the years ended December 31: (in thousands) 2023 2022 Domestic - Luxembourg $ ( 56,506 ) $ ( 47,432 ) Foreign - U.S. ( 453 ) 912 Foreign - non-U.S. 4,611 ( 1,047 ) Total $ ( 52,348 ) $ ( 47,567 ) 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) 2023 2022 Current: Domestic - Luxembourg $ — $ ( 570 ) Foreign - U.S. federal ( 1,014 ) 547 Foreign - U.S. state ( 206 ) 497 Foreign - non-U.S. ( 2,449 ) ( 4,642 ) $ ( 3,669 ) $ ( 4,168 ) Deferred: Domestic - Luxembourg $ — $ — Foreign - U.S. federal 257 ( 495 ) Foreign - U.S. state ( 11 ) ( 400 ) Foreign - non-U.S. ( 291 ) ( 203 ) $ ( 45 ) $ ( 1,098 ) Income tax provision $ ( 3,714 ) $ ( 5,266 ) 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 (less than $ 0.01 per diluted share) and $ 0.1 million ($ 0.01 per diluted share) for the years ended December 31, 2023 and 2022, 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) 2023 2022 Non-current deferred tax assets: Net operating loss carryforwards $ 481,741 $ 383,908 U.S. federal and state tax credits 228 282 Other non-U.S. deferred tax assets 12,487 12,775 Share-based compensation 1,420 1,317 Accrued expenses 1,931 1,369 Capital loss carryforward 10,046 10,112 Depreciation 8 144 Non-current deferred tax liabilities: Intangible assets ( 9,122 ) ( 9,082 ) Other non-U.S. deferred tax liability ( 433 ) ( 420 ) Other ( 415 ) ( 244 ) 497,891 400,161 Valuation allowance ( 501,927 ) ( 404,141 ) Non-current deferred tax liabilities, net $ ( 4,036 ) $ ( 3,980 ) 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 79 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) evidence regarding realization of the deferred tax assets and, inherent in that, an assessment of the likelihood of sufficient future 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 $ 501.9 million and $ 404.1 million as of December 31, 2023 and 2022, 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. The other non-Luxembourg earnings that are indefinitely reinvested as of December 31, 2023 were approximately $ 4.2 million, which if distributed would result in no additional tax due. The Company had a deferred tax asset of $ 481.7 million as of December 31, 2023 relating to Luxembourg, U.S. federal, state and foreign net operating losses compared to $ 383.9 million as of December 31, 2022. As of December 31, 2023 and 2022, a valuation allowance of $ 481.0 million and $ 383.1 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 $ 1,930.0 million as of December 31, 2023 and approximately $ 1,537.7 million as of December 31, 2022. These losses are scheduled to expire between the years 2024 and 2043. In addition, the Company had a deferred tax asset of $ 0.8 million and $ 0.8 million as of December 31, 2023 and 2022, 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 as of December 31, 2022. The Company received the full 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 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: 2023 2022 Statutory tax rate 24.94 % 24.94 % Change in valuation allowance ( 186.89 ) ( 32.14 ) State tax expense ( 0.33 ) ( 0.01 ) Uncertain tax positions ( 2.98 ) ( 6.80 ) Tax rate differences on foreign earnings ( 1.58 ) ( 1.21 ) Tax exempt income 0.18 0.19 Provision to return — 3.45 Loss on treasury shares 160.11 3.91 Other ( 0.54 ) ( 3.40 ) Effective tax rate ( 7.09 ) % ( 11.07 ) % 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 2022), India (2011 through 2023) and Luxembourg (2016 through 2022). Under Luxembourg legal and regulatory requirements, the public offering of common stock and the share-based compensation are issued out of treasury shares. The difference between the cost of the own shares when acquired and when reissued results in tax deductible losses on owned shares of $ 336.0 million and $ 7.9 million for the years ended December 31, 2023 and 2022, respectively. 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) 2023 2022 Amount of unrecognized tax benefits as of the beginning of the year $ 9,015 $ 9,023 Decreases as a result of tax positions taken in a prior period ( 65 ) ( 1,595 ) Increases as a result of tax positions taken in a prior period — 11 Increases as a result of tax positions taken in the current period 258 1,576 Amount of unrecognized tax benefits as of the end of the year $ 9,208 $ 9,015 The total amount of unrecognized tax benefits including interest and penalties that, if recognized, would affect the effective tax rate is $ 18.1 million and $ 16.7 million as of December 31, 2023 and 2022, respectively. The Company recognizes interest, if any, related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2023 and 2022, the Company had recorded accrued interest and penalties related to unrecognized tax benefits of $ 8.9 million and $ 7.6 million, respectively. NOTE 21 — LOSS PER SHARE Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding for the period. In accordance with ASC 260, penny warrants are included in the calculation of weighted average basic and diluted loss per share for the period that they are classified as equity. For the twelve months ended December 31, 2023, 0.5 million penny warrants have been included in the calculation of weighted average basic and diluted loss per share. Diluted net loss per share excludes all dilutive securities because their impact would be anti-dilutive, as described below. Basic and diluted loss per share are calculated as follows for the years ended December 31: (in thousands, except per share data) 2023 2022 Net loss attributable to Altisource $ ( 56,290 ) $ ( 53,418 ) Weighted average common shares outstanding, basic 22,418 16,070 Weighted average common shares outstanding, diluted 22,418 16,070 Loss per share: Basic $ ( 2.51 ) $ ( 3.32 ) Diluted $ ( 2.51 ) $ ( 3.32 ) For the years ended December 31, 2023 and 2022, 1.6 million and 1.3 million, respectively, stock options, restricted shares and restricted share units were excluded from the computation of loss per share, as a result of the following: • For the year ended December 31, 2023, and 2022, 0.4 million and 0.2 million, respectively, stock options, restricted shares and restricted share units were anti-dilutive and have been excluded from the computation of diluted loss per share because the Company incurred a net loss • For the years ended December 31, 2023 and 2022, 0.3 million and 0.2 million, respectively, stock options were anti-dilutive and have been excluded from the computation of diluted loss per share because their exercise price was greater than the average market price of our common stock. • For the years ended December 31, 2023 and 2022, 0.9 million and 0.9 million, respectively, 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 per share. 81 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) 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. Litigation We are currently involved in legal actions in the course of our business, most of which seek monetary damages. Although the outcome of these proceedings cannot be predicted with certainty, we currently believe that their outcome, both individually and in the aggregate, will not 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 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, 2023, Ocwen was our largest customer, accounting for 44 % of our total revenue. Additionally, 6 % of our revenue for the year ended December 31, 2023 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 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 or proceed with default-related actions on the loans it services. 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 a significant client of Ocwen’s. As of December 31, 2023, Ocwen reported that approximately 16 % of loans serviced and subserviced by Ocwen (measured in UPB) and approximately 67 % of all delinquent loans that Ocwen services were related to Rithm MSRs or rights to MSRs. The existence or outcome of Ocwen regulatory matters or the termination of Ocwen’s sub-servicing agreements with Rithm, or other significant Ocwen clients 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 it purchases 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 it purchases 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 82 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) • Ocwen is subject to stays, moratoriums, suspensions or other restrictions that limit or delay default-related actions on the loans it services • 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. The foregoing list is not intended to be exhaustive. Management cannot predict whether any of these events or other events will occur or the amount of any impact they may have on Altisource. 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 $ 0.2 million and $ 0.5 million for the years ended December 31, 2023 and 2022, 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 were as follows as of December 31: 2023 2022 Weighted average remaining lease term (in years) 2.27 2.99 Weighted average discount rate 6.44 % 5.68 % Our lease activity was as follows for the years ended December 31: (in thousands) 2023 2022 Operating lease costs: Selling, general and administrative expense $ 2,127 $ 2,787 Cost of revenue — 265 Cash used in operating activities for amounts included in the measurement of lease liabilities $ 2,127 $ 2,198 Short-term (twelve months or less) lease costs 2,127 1,183 Maturities of our lease liabilities as of December 31, 2023 are as follows: (in thousands) Operating lease obligations 2024 $ 1,762 2025 1,385 2026 638 2027 — 2028 — Total lease payments 3,785 Less: interest ( 265 ) Present value of lease liabilities $ 3,520 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 accompanying 83 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) consolidated balance sheets. Amounts held in escrow accounts were $ 21.6 million and $ 13.2 million as of December 31, 2023 and 2022, respectively. NOTE 23 — SEGMENT REPORTING 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. We conduct our operations through two reportable segments: Servicer and Real Estate and Origination . In addition, we report Corporate and Others separately. 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 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, and eliminations between reportable segments. Financial Information Financial information for our segments is as follows: For the year ended December 31, 2023 (in thousands) Servicer and Real Estate Origination Corporate and Others Consolidated Altisource Revenue $ 115,467 $ 29,599 $ — $ 145,066 Cost of revenue 73,746 27,946 13,722 115,414 Gross profit (loss) 41,721 1,653 ( 13,722 ) 29,652 Selling, general and administrative expenses 9,622 7,693 29,105 46,420 Income (loss) from operations 32,099 ( 6,040 ) ( 42,827 ) ( 16,768 ) Total other income (expense), net — — ( 35,580 ) ( 35,580 ) Income (loss) before income taxes and non-controlling interests $ 32,099 $ ( 6,040 ) $ ( 78,407 ) $ ( 52,348 ) 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 Gain on sale of business — — 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 ) 84 Table of Contents ALTISOURCE PORTFOLIO SOLUTIONS S.A. Notes to Consolidated Financial Statements ( Continued ) 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, 2023 $ 57,535 $ 50,431 $ 46,892 $ 154,858 December 31, 2022 63,696 53,984 77,588 195,268 85 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.