AAMCForm8-K2Q2014EarningsRelease


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


 

FORM 8-K


 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2014

ALTISOURCE ASSET MANAGEMENT CORPORATION
(Exact name of Registrant as specified in its charter)


United States Virgin Islands
 
000-54809
 
66-0783125
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

402 Strand Street
Frederiksted, United States Virgin Islands 00840-3531
(Address of principal executive offices including zip code)

(340) 692-1055
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 


Item 2.02 Results of Operations and Financial Condition
 
On July 22, 2014, Altisource Asset Management Corporation issued a press release announcing financial results for its quarter ended June 30, 2014.  A copy of the press release is attached hereto as Exhibit 99.1.
 
The information in this Item 2.02, including the information in Exhibit 99.1, is furnished solely pursuant to Item 2.02 of this Form 8-K.  Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section.  It may only be incorporated by reference in another filing under the





Securities Exchange Act of 1934 or Securities Act of 1933 if such subsequent filing specifically references this Item 2.02 of this Form 8-K.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits.
 

Exhibit No.
 
Description
Exhibit 99.1
 
Press Release of Altisource Asset Management Corporation dated July 22, 2014





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
 
Altisource Asset Management Corporation
July 22, 2014
By:
/s/ Stephen H. Gray
 
 
Stephen H. Gray
General Counsel and Secretary



991AAMCQ22014Earnings


Exhibit 99.1


FOR IMMEDIATE RELEASE
 
 
FOR FURTHER INFORMATION CONTACT:
Kenneth D. Najour
Chief Financial Officer
T: 340-713-7722
E: Kenneth.Najour@AltisourceAMC.com 



Altisource Asset Management Corporation Reports Second Quarter 2014 Results

FREDERIKSTED, U.S. Virgin Islands, July 22, 2014 (GLOBE NEWSWIRE) - Altisource Asset Management Corporation (“AAMC” or the “Company”) (NYSE MKT: AAMC) announced today financial and operating results for the second quarter of 2014. Net income attributable to stockholders for the second quarter of 2014 totaled $13.2 million, or $4.60 per diluted share, compared to a net loss attributable to stockholders of $1.5 million, or $0.64 per share, for the second quarter of 2013.

Net income attributable to stockholders for the six months ended June 30, 2014 totaled $20.1 million, or $7.00 per diluted share, compared to a net loss attributable to stockholders of $2.3 million, or $1.00 per diluted share, for the six months ended June 30, 2013.

Second quarter 2014 highlights:

Generated management incentive fees of $13.7 million, as a result of the $0.45 per share quarterly dividend declared and paid by Altisource Residential Corporation (“Residential”) to its shareholders.
Facilitated Residential’s agreement to acquire an aggregate of 4,374 non-performing and re-performing mortgage loans having an aggregate market value of underlying properties of $1.23 billion.
Managed Residential’s resolution of 1,156 loans, up from 822 loans in the first quarter of 2014.
Facilitated an increase in Residential’s rental portfolio to 142 properties, well in excess of its targeted 100 rental properties by June 30, 2014.
In advanced stages of launching NewSource as a second managed client for AAMC that focuses on housing related reinsurance products with limited catastrophe risk and high operational intensity, such as title insurance and home warranty.
  
Chief Executive Officer Ashish Pandey stated, “We are very pleased with our execution of Residential’s strategic plan and the operating results we have been able to achieve for Residential.”

“We are happy with the continued growth of Residential under AAMC’s management, and we are excited with the progress AAMC is making toward developing NewSource as its second managed client,” said Chairman William Erbey.

Webcast and conference call
The Company will host a webcast and conference call on Tuesday, July 22, 2014, at 11:30 a.m. Eastern Time to discuss its financial results for the second quarter of 2014. The conference call will be webcast live over the internet from the Company’s website at www.altisourceamc.com and can be accessed by clicking on the “Shareholders” link.






About AAMC
AAMC is an asset management company that provides portfolio management and corporate governance services to investment vehicles. Additional information is available at www.altisourceamc.com.

Forward-looking statements
This press release contains forward-looking statements that involve a number of risks and uncertainties. Those forward-looking statements include all statements that are not historical fact, including statements about management’s beliefs and expectations. Forward-looking statements are based on management’s beliefs as well as assumptions made by and information currently available to management. Because such statements are based on expectations as to future economic performance and are not statements of historical fact, actual results may differ materially from those projected. AAMC undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to: AAMC’s ability to implement its business plan; AAMC’s ability to leverage strategic relationships on an efficient and cost-effective basis; its ability to compete; general economic and market conditions; governmental regulations, taxes and policies; availability of adequate and timely sources of liquidity and financing; and other risks and uncertainties detailed in the “Forward-Looking Statements,” “Risk Factors” and other sections of AAMC’s Registration Statement on Form 10, its Annual Report on Form 10-K, its quarterly reports on Form 10-Q and its other filings with the Securities and Exchange Commission.







Altisource Asset Management Corporation
Consolidated Statements of Operations
(In thousands, except share and per share amounts)
(Unaudited)

 
Three months ended June 30, 2014
 
Three months ended June 30, 2013
 
Six months ended June 30, 2014
 
Six months ended June 30, 2013
 
 
 
 
 
 
 
 
Rental revenues and net gain on mortgage loans:
 
 
 
 
 
 
 
Rental revenues
$
181

 
$

 
$
250

 
$

Net unrealized gain on mortgage loans
105,042

 
7,165

 
170,172

 
8,293

Net realized gain on mortgage loans
10,819

 
1,719

 
20,140

 
2,106

Total rental revenues and net gain on mortgage loans
116,042

 
8,884

 
190,562

 
10,399

Expenses:
 
 
 
 
 
 
 
Residential property operating expenses
3,253

 
84

 
4,303

 
84

Real estate depreciation and amortization
103

 

 
151

 

Mortgage loan servicing costs
16,925

 
1,242

 
28,362

 
1,634

Interest expense
6,945

 
654

 
12,653

 
696

General and administrative
7,421

 
3,369

 
13,376

 
6,067

Related party general and administrative
2,675

 

 
3,598

 
207

Total expenses
37,322

 
5,349

 
62,443

 
8,688

Other income
2,101

 
193

 
2,209

 
193

Income before income taxes
80,821

 
3,728

 
130,328

 
1,904

Income tax (benefit) expense
(191
)
 

 
575

 

Net income
81,012

 
3,728

 
129,753

 
1,904

Net income attributable to noncontrolling interest in consolidated affiliate
(67,782
)
 
(5,227
)
 
(109,695
)
 
(4,243
)
Net income (loss) attributable to common stockholders
$
13,230

 
$
(1,499
)
 
$
20,058

 
$
(2,339
)
 
 
 
 
 
 
 
 
Earnings (loss) per share of common stock – basic:
 
 
 
 
 
 
 
Earnings (loss) per basic share
$
5.87

 
$
(0.64
)
 
$
8.68

 
$
(1.00
)
Weighted average common stock outstanding – basic
2,255,278

 
2,343,462

 
2,310,931

 
2,343,338

Earnings (loss) per share of common stock – diluted:
 
 
 
 
 
 
 
Earnings (loss) per diluted share
$
4.60

 
$
(0.64
)
 
$
7.00

 
$
(1.00
)
Weighted average common stock outstanding – diluted
2,874,906

 
2,343,462

 
2,865,185

 
2,343,338














Altisource Asset Management Corporation
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)

 
June 30, 2014
 
December 31, 2013
Assets:
 
 
 
Real estate held for use:
 
 
 
Land (from consolidated VIE)
$
3,875

 
$
478

Rental residential properties (net of accumulated depreciation of $172 and $24, respectively - from consolidated VIE)
14,917

 
3,092

Real estate owned (from consolidated VIE)
231,013

 
32,332

Total real estate held for use, net
249,805

 
35,902

Real estate assets held for sale (from consolidated VIE)
27,572

 
1,186

Mortgage loans (from consolidated VIE)
2,024,028

 
1,207,163

Mortgage loans held for investment (from consolidated VIE)
144,009

 

Cash and cash equivalents (including from consolidated VIE $130,758 and $115,988, respectively)
204,642

 
140,000

Restricted cash
10,269

 
5,878

Accounts receivable (including from consolidated VIE $631 and $1,428, respectively)
955

 
1,428

Related party receivables (from consolidated VIE)
12,608

 
9,260

Deferred leasing and financing costs, net (from consolidated VIE)
3,457

 
2,293

Prepaid expenses and other assets (including from consolidated VIE $260 and $1,542, respectively)
1,678

 
1,994

Total assets
$
2,679,023

 
$
1,405,104

Liabilities:
 
 
 
Repurchase agreements (from consolidated VIE)
$
1,271,483

 
$
602,382

Accounts payable and accrued liabilities (including from consolidated VIE $7,459 and $4,952, respectively)
10,679

 
6,872

Related party payables (including from consolidated VIE $4,078 and $1,409, respectively)
4,911

 
2,883

Total liabilities
1,287,073

 
612,137

Commitments and contingencies

 

Mezzanine Equity
 
 
 
Preferred stock, $0.01 par value, 250,000 shares issued and outstanding as of June 30, 2014 and none issued or outstanding as of December 31, 2013; redemption value $250,000
248,824

 

Equity:
 
 
 
Common stock, $.01 par value, 5,000,000 authorized shares; 2,436,870 and 2,242,672 shares issued and outstanding, respectively as of June 30, 2014 and 2,354,774 shares issued and outstanding as of December 31, 2013
24

 
24

Additional paid-in capital
15,610

 
12,855

Retained earnings
14,657

 
(5,339
)
Treasury stock, at cost, 194,198 shares as of June 30, 2014 and none as of December 31, 2013
(197,673
)
 

Total stockholders' equity
(167,382
)
 
7,540

Noncontrolling interest in consolidated affiliate
1,310,508

 
785,427

Total equity
1,143,126

 
792,967

Total liabilities and equity
$
2,679,023

 
$
1,405,104










The following tables set forth consolidating financial information which should be considered in addition to, and not as a substitute for, our consolidated financial statements presented in accordance with U.S. GAAP:

Altisource Asset Management Corporation
Consolidating Statement of Operations
Three months ended June 30, 2014
(In thousands, unaudited)

 
 Residential (GAAP)
NewSource Stand-alone (Non-GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Rental revenues and net gain on mortgage loans:
 
 
 
 
 
Rental revenues
$
181

$

$

$

$
181

Net unrealized gain on mortgage loans
105,042




105,042

Net realized gain on mortgage loans
10,819




10,819

Incentive management fee


13,715

(13,715
)

Expense reimbursements


1,999

(1,999
)

Total rental revenues and net gain on mortgage loans
116,042


15,714

(15,714
)
116,042

Expenses:
 
 
 
 
 
Residential property operating expenses
3,253




3,253

Real estate depreciation and amortization
103




103

Mortgage loan servicing costs
16,925




16,925

Interest expense
6,945




6,945

General and administrative
5,687

65

1,669


7,421

Related party general and administrative
17,467

210

712

(15,714
)
2,675

Total expenses
50,380

275

2,381

(15,714
)
37,322

Other income
1,698

399

4


2,101

Income before income taxes
67,360

124

13,337


80,821

Income tax (benefit) expense
(422
)

231


(191
)
Net income
67,782

124

13,106


81,012

Net income attributable to noncontrolling interest in consolidated affiliate



(67,782
)
(67,782
)
Net income attributable to common stockholders
$
67,782

$
124

$
13,106

$
(67,782
)
$
13,230









Altisource Asset Management Corporation
Consolidating Statement of Operations
Six months ended June 30, 2014
(In thousands, unaudited)

 
 Residential (GAAP)
NewSource Stand-alone (Non-GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Rental revenues and net gain on mortgage loans:
 
 
 
 
 
Rental revenues
$
250

$

$

$

$
250

Net unrealized gain on mortgage loans
170,172




170,172

Net realized gain on mortgage loans
20,140




20,140

Incentive management fee


24,626

(24,626
)

Expense reimbursements


3,779

(3,779
)

Total rental revenues and net gain on mortgage loans
190,562


28,405

(28,405
)
190,562

Expenses:
 
 
 
 
 
Residential property operating expenses
4,303




4,303

Real estate depreciation and amortization
151




151

Mortgage loan servicing costs
28,362




28,362

Interest expense
12,653




12,653

General and administrative
7,079

95

6,202


13,376

Related party general and administrative
30,099

521

1,383

(28,405
)
3,598

Total expenses
82,647

616

7,585

(28,405
)
62,443

Other income
1,806

399

4


2,209

Income (loss) before income taxes
109,721

(217
)
20,824


130,328

Income tax expense
26


549


575

Net income (loss)
109,695

(217
)
20,275


129,753

Net income attributable to noncontrolling interest in consolidated affiliate



(109,695
)
(109,695
)
Net income (loss) attributable to common stockholders
$
109,695

$
(217
)
$
20,275

$
(109,695
)
$
20,058







Altisource Asset Management Corporation
Consolidating Statement of Operations
Three months ended June 30, 2013
(In thousands, unaudited)
 
 Residential (GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Rental revenues and net gain on mortgage loans:
 
 
 
 
Net unrealized gain on mortgage loans
$
7,165

$

$

$
7,165

Net realized gain on mortgage loans
1,719



1,719

Expense reimbursements

1,156

(1,156
)

Total rental revenues and net gain on mortgage loans
8,884

1,156

(1,156
)
8,884

Expenses:
 
 
 
 
Residential property operating expenses
84



84

Mortgage loan servicing costs
1,242



1,242

Interest expense
654



654

General and administrative
714

2,655


3,369

Related party general and administrative
1,156


(1,156
)

Total expenses
3,850

2,655

(1,156
)
5,349

Other income
193



193

Net income (loss)
5,227

(1,499
)

3,728

Net income attributable to noncontrolling interest in consolidated affiliate


(5,227
)
(5,227
)
Net income (loss) attributable to common stockholders
$
5,227

$
(1,499
)
$
(5,227
)
$
(1,499
)





Altisource Asset Management Corporation
Consolidating Statement of Operations
Six months ended June 30, 2013
(In thousands, unaudited)
 
 Residential (GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Rental revenues and net gain on mortgage loans:
 
 
 
 
Net unrealized gain on mortgage loans
$
8,293

$

$

$
8,293

Net realized gain on mortgage loans
2,106



2,106

Expense reimbursements

2,057

(2,057
)

Total rental revenues and net gain on mortgage loans
10,399

2,057

(2,057
)
10,399

Expenses:
 
 
 
 
Residential property operating expenses
84

 
 
84

Mortgage loan servicing costs
1,634



1,634

Interest expense
696



696

General and administrative
1,701

4,366


6,067

Related party general and administrative
2,234

30

(2,057
)
207

Total expenses
6,349

4,396

(2,057
)
8,688

Other income
193

 
 
193

Net income (loss)
4,243

(2,339
)

1,904

Net income attributable to noncontrolling interest in consolidated affiliate


(4,243
)
(4,243
)
Net income (loss) attributable to common stockholders
$
4,243

$
(2,339
)
$
(4,243
)
$
(2,339
)






Altisource Asset Management Corporation
Consolidating Balance Sheet
June 30, 2014
(In thousands, unaudited)
 
 Residential (GAAP)
NewSource stand-alone (Non-GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
 
 
 
 
 
 
Assets:
 
 
 
 
 
Real estate held for use:
 
 
 
 
 
Land
$
3,875

$

$

$

$
3,875

Rental residential properties, net
14,917




14,917

Real estate owned
231,013




231,013

Total real estate held for use, net
249,805




249,805

Real estate assets held for sale
27,572




27,572

Mortgage loans
2,024,028




2,024,028

Mortgage loans held for investment
144,009




144,009

Cash and cash equivalents
130,758

19,872

54,012


204,642

Restricted cash
10,269




10,269

Accounts receivable
631

284

40


955

Related party receivables
12,608


28,034

(28,034
)
12,608

Investment in affiliate
18,000


2,000

(20,000
)

Deferred leasing and financing costs, net
3,457




3,457

Prepaid expenses and other assets
260

70

1,348


1,678

Total assets
$
2,621,397

$
20,226

$
85,434

$
(48,034
)
$
2,679,023

Liabilities:
 
 
 
 
 
Repurchase agreements
$
1,271,483

$

$

$

$
1,271,483

Accounts payable and accrued liabilities
7,459


3,220


10,679

Related party payables
31,947

522

476

(28,034
)
4,911

Total liabilities
1,310,889

522

3,696

(28,034
)
1,287,073

Commitments and contingencies





Preferred stock


248,824


248,824

Equity:
 
 
 
 
 
Common stock
572


24

(572
)
24

Additional paid-in capital
1,226,939

20,000

15,610

(1,246,939
)
15,610

Retained earnings (accumulated deficit)
82,997

(296
)
14,953

(82,997
)
14,657

Treasury stock


(197,673
)

(197,673
)
Total stockholders' equity
1,310,508

19,704

(167,086
)
(1,330,508
)
(167,382
)
Noncontrolling interest in consolidated affiliate



1,310,508

1,310,508

Total equity
1,310,508

19,704

(167,086
)
(20,000
)
1,143,126

Total liabilities and equity
$
2,621,397

$
20,226

$
85,434

$
(48,034
)
$
2,679,023






Altisource Asset Management Corporation
Consolidating Balance Sheet
December 31, 2013
(In thousands, unaudited)

 
 Residential (GAAP)
NewSource stand-alone (Non-GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Assets:
 
 
 
 
 
Real estate held for use:
 
 
 
 
 
Land
$
478

$

$

$

$
478

Rental residential properties, net
3,092




3,092

Real estate owned
32,332




32,332

Total real estate held for use, net
35,902




35,902

Real estate assets held for sale
1,186




1,186

Mortgage loans
1,207,163




1,207,163

Cash and cash equivalents
115,988

19,923

4,089


140,000

Restricted cash
5,878




5,878

Accounts receivable
1,428




1,428

Related party receivables
9,260


4,486

(4,486
)
9,260

Investment in affiliate
18,000


2,000

(20,000
)

Deferred leasing and financing costs, net
2,293




2,293

Prepaid expenses and other assets
1,542


452


1,994

Total assets
$
1,398,640

$
19,923

$
11,027

$
(24,486
)
$
1,405,104

Liabilities:
 
 
 
 
 
Repurchase agreement
$
602,382

$

$

$

$
602,382

Accounts payable and accrued liabilities
4,952


1,920


6,872

Related party payables
5,879


1,490

(4,486
)
2,883

Total liabilities
613,213


3,410

(4,486
)
612,137

Commitments and contingencies





Equity:
 
 
 
 
 
Common stock
423


24

(423
)
24

Additional paid-in capital
758,584

20,000

12,855

(778,584
)
12,855

Retained earnings (accumulated deficit)
26,420

(77
)
(5,262
)
(26,420
)
(5,339
)
Total stockholders' equity
785,427

19,923

7,617

(805,427
)
7,540

Noncontrolling interest in consolidated affiliate



785,427

785,427

Total equity
785,427

19,923

7,617

(20,000
)
792,967

Total liabilities and equity
$
1,398,640

$
19,923

$
11,027

$
(24,486
)
$
1,405,104