Altisource Portfolio Solutions S.A. (ASPS) Earnings Call Transcript & Summary

Good day, and thank you for standing by. Welcome to the Altisource Portfolio Solutions Investor Call. [Operator Instructions] Please be advised today's conference is being recorded. I would now like to hand the conference over to your speaker today, Michelle Esterman, Chief Financial Officer. Please go ahead.

Thank you, operator. We first want to remind you that the press release and related slides are available on our website at www.altisource.com. These provide additional information investors may find useful. Our remarks today include forward-looking statements, which involve a number of risks and uncertainties that could cause actual results to differ. Financial projections, scenarios, illustrations, statements relating to the company's entry into definitive documentation and consummating the transactions contemplated by the agreement as well as the number of shares for which the stakeholder warrants may be exercisable are expressly qualified as forward-looking statements and as with other forward-looking statements should not be unduly relied upon. In addition to the usual uncertainty associated with forward-looking statements, the continuing impact of government and servicer responses to the COVID-19 pandemic, governmental fiscal policies and current economic conditions make it extremely difficult to predict the future state of the economy and the industries in which we operate as well as the potential impact on Altisource. Please review the forward-looking statements sections in the company's press release and related slides as well as the risk factors contained in our 2023 Form 10-K, describing some factors that may lead to different results. We undertake no obligation to update statements, financial scenarios, projections and illustrations previously provided or provided herein as a result of a change in circumstances, new information or future events, except as required by law. The transactions we are discussing today and contemplated by the transaction support agreement and term sheet for a super senior credit facility remains subject to certain terms and conditions, negotiation of agreement upon and execution of definitive agreements and necessary shareholder approval. During this call, we will present both GAAP and non-GAAP financial measures. In our slides, you will find additional disclosures regarding the non-GAAP measures. A reconciliation of GAAP to non-GAAP measures is included in the appendix to the slides. Joining me for today's call is Bill Shepro, our Chairman and Chief Executive Officer. I'll now turn the call over to Bill.

Thanks, Michelle, and good morning. Turning to Slide 4. I'm very pleased that we signed a binding transaction support agreement, or TSA, with lenders holding 99% of the company's term loans to exchange, amend and extend our term loan facility and executed a commitment letter and term sheet for a $12.5 million super senior credit facility. Before getting into the specifics, I'd like to highlight the key anticipated benefits of the transactions contemplated by the TSA. It strengthens Altisource's balance sheet and cash flow. It is expected to be accretive to the share price as the reduction in debt exceeds the impact from the issuance of shares to lenders. It provides more time for the company to benefit from the default markets potential return to historical prepandemic foreclosure environment and continued development and anticipated growth of our origination and real estate investor solutions. It reduces management, employee and customer distractions it provides the potential for pre-transaction shareholders to increase their ownership interest in the company as the share price increases. Now to the specifics on Slides 5 and 6. Under the transactions contemplated by the TSA, our term loan debt would be reduced from approximately $231 million to a $110 million term loan and a $50 million non-interest-bearing exit fee, which would be paid pro rata with a repayment of a loan. The interest rate on the $110 million loan and the $12.5 million super senior credit facility would be SOFR plus 650 basis points or 10.9% today. At today's SOFR rate, this represents an approximately $18 million per year reduction in cash and PIK interest compared to our current facility. The maturity date under the new facility would be extended by 5 years from April 2025 to April 2030. As part of the consideration for the amendment and extension of the term loan, Altisource would provide its lenders with approximately 57.9 million common shares representing 63.5% of the fully diluted pro forma equity of the company. To provide for the potential for pre-transaction shareholders to increase their ownership interest in the company as the share price increases, Altisource would also grant warrants to purchase approximately 115 million common shares of Altisource at an exercise price of $1.20 per share to pre-transaction Altisource shareholders, penny warrant holders and restricted stock unitholders as of a defined record date preceding the transactions. Stakeholders are expected to receive warrants to purchase approximately 3.25 shares of Altisource common stock for each share of or right to common stock held. 50% of the warrants would expire on March 31, 2029, and would require the exercise price to be paid in cash to the company. The other 50% of the warrants would expire on April 30, 2032, and require net settlement through the forfeiture of shares to the company for the exercise price. Slide 7 and 8 provide a summary of anticipated terms for the credit facility and the super senior term loan. Upon the effective date of the transactions, Altisource would terminate its existing $15 million pari-passu revolver. We anticipate using the super senior term loan for transaction costs and general corporate purposes. Slide 9 provides an illustrative pro forma capitalization summary. As you can see from the slide, the company's outstanding debt obligations were declined by $58 million and cash would increase by $6.3 million, which represents the estimated unused portion of the super senior credit facility after estimated transaction costs and the OID. We assumed that the market cap increases by the sum of these 2 amounts. We believe the transaction should be accretive to pre-transaction shareholders as the benefit from the reduction in the principal balance of the term loan an increase in cash exceeds the impact from the grant of new equity to lenders. Slide 10 provides leverage ratios and debt service coverage ratios at various adjusted EBITDA levels. As you can see, these metrics are considerably better following the contemplated transactions than today. These metrics should improve further as net debt declines from excess cash flow and proceeds received from the cash exercise of stakeholder warrants. We also believe the transaction should be accretive to pre-transaction shareholders in the medium to longer term. As you can see on the illustration on Slide 11, should the company grow its adjusted EBITDA and Altisource's share price move higher, the intrinsic value of the warrants issued to pre-transaction shareholders should increase. As these warrants are exercised for common shares, the pre-transaction shareholders' ownership interest in Altisource increases and their returns improve. By way of example, if Altisource's share price were to be $1.93 per share and the pre-transaction shareholders and RSU holders exercised their warrants at this share price, the pre-transaction shareholders would increase their ownership interest of Altisource from 33% to 58%. At this share price, the pre-transaction shareholders would have generated a 485% return compared to the closing share price on December 13. Turning to Slide 12 and next steps. As I mentioned earlier, elements of the contemplated transaction requires shareholder approval. We plan to file the proxy for approval of the transaction and additional related proposals soon. We currently anticipate closing the transactions by the end of the first quarter of 2025. As we look to our future on Slide 13, we are focusing on growing and diversifying our revenue streams and customer base. We intend to maintain our efforts to deliver and grow our default-related services. However, given the state of the default market and to become a more balanced company, we also plan to increase our focus on our businesses that are less reliant on the default market. These businesses include origination solutions, construction risk management and home renovations. We are also evaluating extending certain of our residential capabilities to the commercial real estate and lending markets. Moving to Slide 14. We have come a long way since 2021 when we used $60.4 million of net cash for operations. Analyzing our cash used for operations through September 2024, we have improved our operating cash flow by more than $55 million over the 3-year period. We have accomplished this by reducing costs and growing sales wins during an extremely challenging multiyear environment for the residential default mortgage services industry. We believe the transaction we announced today represents a balanced solution to the benefit of our lenders and pre-transaction shareholders. It should put the company on a much stronger financial footing, and give us additional time to execute our turnaround plan by removing the April 2025 refinancing risk, improving Altisource's balance sheet and eliminating a major distraction for Altisource's team, shareholders and customers. I'd like to thank our lenders, shareholders, customers and employees for their support. Operator, we can now open up the call for questions.

[Operator Instructions] And I'm not showing any questions at this time. I'd like to turn the call back over to Bill.

Great. Thank you, operator. We're pleased to have negotiated a transaction that we believe is in the best interest of all of our stakeholders. Thanks for joining us today.

Thank you. Ladies and gentlemen, this does conclude today's presentation. You may now disconnect, and have a wonderful day.