XML 78 R10.htm IDEA: XBRL DOCUMENT v3.3.1.900
TRANSACTIONS WITH RELATED PARTIES
12 Months Ended
Dec. 31, 2015
Related Party Transactions [Abstract]  
TRANSACTIONS WITH RELATED PARTIES
TRANSACTIONS WITH RELATED PARTIES
 
Through January 16, 2015, William C. Erbey served as our Chairman as well as the Executive Chairman of Ocwen and Chairman of each of Home Loan Servicing Solutions, Ltd. (“HLSS”), Residential and AAMC.  Effective January 16, 2015, Mr. Erbey stepped down as the Executive Chairman of Ocwen and Chairman of each of Altisource, HLSS, Residential and AAMC and is no longer a member of the Board of Directors for any of these companies.  Consequently, these companies are no longer related parties of Altisource, as defined by FASB ASC Topic 850, Related Party Disclosures.  The disclosures in this note are limited to the periods that each of Ocwen, HLSS, Residential and AAMC were related parties of Altisource and are not necessarily reflective of current activities with these former related parties.

Ocwen
 
Revenue
For the years ended December 31, 2014 and 2013, we generated revenue from Ocwen of $650.7 million and $499.3 million, respectively.  For the period from January 1, 2015 through January 16, 2015, we estimated that we generated revenue from Ocwen of $22.9 million.  Services provided to Ocwen during such periods included real estate asset management and sales, residential property valuation, trustee management services, property inspection and preservation, insurance services, mortgage charge-off collections, information technology infrastructure management and software applications including our software platforms.  As of December 31, 2014, accounts receivable from Ocwen totaled $37.4 million, $22.8 million of which was billed and $14.6 million of which was unbilled (see Note 7 for additional information on billed and unbilled accounts receivable).
 
We record revenue we earn from Ocwen under the Service Agreements at rates we believe to be comparable market rates as we believe they are consistent with the fees we charge to other customers and/or fees charged by our competitors for comparable services.

Cost of Revenue and Selling, General and Administrative Expenses

At times, we have used Ocwen’s contractors and/or employees to support Altisource related services.  Ocwen generally bills us for these contractors and/or employees based on their fully-allocated cost.  Additionally, through March 31, 2015, we purchased certain data relating to Ocwen’s servicing portfolio in connection with a Data Access and Services Agreement.  Based upon our previously provided notice, the Data Access and Services Agreement was terminated effective March 31, 2015.  For the years ended December 31, 2014 and 2013, Ocwen billed us $38.6 million and $20.0 million, respectively, for these items.  For the period from January 1, 2015 through January 16, 2015, we estimated that we incurred $1.9 million of expenses related to these items.  These amounts are reflected as a component of cost of revenue in the consolidated statements of operations.
 
We provide certain other services to Ocwen and Ocwen provides certain other services to us in connection with Support Services Agreements.  These services included such areas as human resources, vendor management, vendor oversight, corporate services, facilities related services, quality assurance, quantitative analytics, tax and treasury.  Billings for these services were generally based on the fully-allocated cost of providing the service based on an estimate of the time and expense of providing the service or estimates thereof.  For the years ended December 31, 2014 and 2013, we billed Ocwen $4.5 million and $2.8 million, respectively, for these items.  For the years ended December 31, 2014 and 2013, Ocwen billed us $6.1 million and $4.6 million, respectively, for these items.  Of the January 2015 billings to Ocwen, we estimated that $0.1 million related to the period from January 1, 2015 through January 16, 2015.  Of the January 2015 billings from Ocwen, we estimated that $0.3 million related to the period from January 1, 2015 through January 16, 2015.  These amounts are reflected as a component of selling, general and administrative expenses in the consolidated statements of operations.

As of December 31, 2014, accounts payable and accrued expenses payable to Ocwen totaled $11.6 million (see Note 13).

Unsecured Term Loan
 
On December 27, 2012, we entered into a senior unsecured term loan agreement with Ocwen under which we loaned $75.0 million to Ocwen.  Payments of interest were due quarterly at a rate per annum equal to the Eurodollar Rate (as defined in the agreement) plus 6.75%, provided that the Eurodollar Rate was not less than 1.50%.  On February 15, 2013, Ocwen repaid the outstanding principal amount of this loan and all accrued and unpaid interest and the term loan was terminated.  Interest income related to this loan was $0.8 million for the year ended December 31, 2013 (no comparative amounts for 2015 and 2014).

Transactions Related to Fee-Based Businesses
 
On January 31, 2013, we entered into non-binding letters of intent with Ocwen to acquire certain fee-based businesses associated with Ocwen’s acquisitions of the Homeward and ResCap servicing portfolios. Ocwen acquired the Homeward servicing portfolio on December 27, 2012 and the ResCap servicing portfolio on February 15, 2013. Altisource acquired the Homeward fee-based businesses from Ocwen on March 29, 2013 (see Note 5). Altisource entered into an agreement with Ocwen on April 12, 2013 to establish additional terms related to our services in connection with the ResCap fee-based businesses (see Note 5).
 
Correspondent One and HLSS
 
In July 2011, we acquired an equity interest in Correspondent One S.A. (“Correspondent One”). Correspondent One purchased closed conforming and government guaranteed residential mortgages from approved mortgage bankers. On March 31, 2013, we sold our 49% interest in Correspondent One to Ocwen for $12.6 million.  Prior to the sale to Ocwen, we provided Correspondent One certain finance, human resources, legal support, facilities, technology, vendor management and insurance risk management services under a support services agreement. For the year ended December 31, 2013, we billed Correspondent One less than $0.1 million (no comparative amounts for 2015 and 2014).  This amount is reflected as a component of selling, general and administrative expenses in the consolidated statements of operations. We also provided certain origination related services to Correspondent One. We earned revenue of $0.1 million for the year ended December 31, 2013 for these services (no comparative amounts for 2015 and 2014).
 
Prior to April 2015, HLSS was a publicly traded company whose primary objective was the acquisition of mortgage servicing rights and related servicing advances, loans held for investment and other residential mortgage related assets.  We provided HLSS certain finance, human resources, tax and facilities services and sold information technology services to HLSS under a support services agreement. For the years ended December 31, 2014 and 2013, we billed HLSS $0.9 million and $0.7 million, respectively.  For the period from January 1, 2015 through January 16, 2015, our billings to HLSS were immaterial.  These amounts are reflected as a reduction of selling, general and administrative expenses in the consolidated statements of operations. As of December 31, 2014, accounts receivable from HLSS was $0.1 million (see Note 7 for additional information on billed accounts receivable).

Residential and AAMC
 
Residential and AAMC were separated from Altisource on December 21, 2012, their equity was distributed to our shareholders on December 24, 2012 and they are each separate publicly traded companies.  Residential is focused on acquiring and managing single family rental properties throughout the United States.  Residential has historically acquired its rental properties primarily through the acquisition of sub-performing and non-performing mortgage loan portfolios.  However, given evolving market conditions, commencing in 2015, Residential expanded its acquisition strategy to opportunistically acquire portfolios of single family rental properties.  Residential also commenced a program to begin purchasing properties on a one-by-one basis sourcing listed properties from the Multiple Listing Service and alternative listing sources.  AAMC’s primary business is to provide portfolio management and corporate governance services to investment vehicles that own real estate assets.  Currently, AAMC’s primary client is Residential.

For purposes of governing certain ongoing relationships between Altisource, Residential and AAMC, we entered into certain agreements with Residential and AAMC.  We have agreements, which extend through 2027, to provide Residential with renovation management, lease management, property management and real estate owned asset management services.  In addition, we have agreements with Residential and AAMC pursuant to which we may provide services such as finance, human resources, facilities, technology and insurance risk management.  Further, we have separate agreements for certain services related to income tax matters, trademark licenses and technology products and services.

For the years ended December 31, 2014 and 2013, we generated revenue from Residential of $16.0 million and $2.6 million, respectively, under these services agreement. For the period from January 1, 2015 through January 16, 2015, we estimated that we generated revenue from Residential of $1.0 million. These amounts are reflected in revenue in the consolidated statements of operations. This excludes revenue from services we provided to Residential’s loans serviced by Ocwen or other loan servicers where we were retained by Ocwen or Residential’s other loan servicers.  The revenue associated with Residential’s loans serviced by Ocwen is included in Ocwen related party revenue for the years ended December 31, 2014 and 2013.  As of December 31, 2014, accounts receivable from Residential was $11.3 million (see Note 7 for additional information on billed accounts receivable).

For the year ended December 31, 2014, we billed AAMC $1.0 million under these services agreements, $0.1 million of which is reflected in revenue and $0.9 million of which is reflected as a component of selling, general and administrative expenses in the consolidated statements of operations.  For the year ended December 31, 2013, we billed AAMC $0.5 million under these services agreements, less than $0.1 million of which is reflected in revenue and $0.5 million of which is reflected as a component of selling, general and administrative expenses in the consolidated statements of operations.  For the period from January 1, 2015 through January 16, 2015, our billings to AAMC were immaterial.  As of December 31, 2014, accounts receivable from AAMC was $0.1 million (see Note 7 for additional information on billed accounts receivable).