aamcform8k3q2014earn


 
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): November 4, 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 November 4, 2014, Altisource Asset Management Corporation issued a press release announcing financial results for its quarter ended September 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 November 4, 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
November 4, 2014
By:
/s/ Stephen H. Gray
 
 
Stephen H. Gray
General Counsel and Secretary



991aamc3q2014earn - 01


Exhibit 99.1


FOR IMMEDIATE RELEASE
 
 
FOR FURTHER INFORMATION CONTACT:
Robin N. Lowe
Chief Financial Officer
T: 345-815-9919
E: Robin.Lowe@AltisourceAMC.com 



Altisource Asset Management Corporation Reports Third Quarter 2014 Results

FREDERIKSTED, U.S. Virgin Islands, November 4, 2014 (GLOBE NEWSWIRE) - Altisource Asset Management Corporation (“AAMC” or the “Company”) (NYSE MKT: AAMC) announced today financial and operating results for the third quarter of 2014. Net income attributable to stockholders for the third quarter of 2014 totaled $17.7 million, or $6.25 per diluted share, compared to a net loss attributable to stockholders of $2.6 million, or $1.09 per share, for the third quarter of 2013.

Net income attributable to stockholders for the nine months ended September 30, 2014 totaled $37.8 million, or $13.23 per diluted share, compared to a net loss attributable to stockholders of $4.9 million, or $2.09 per diluted share, for the nine months ended September 30, 2013.

Third quarter 2014 highlights:

Generated management incentive fees of $19.5 million as a result of the $0.55 per share quarterly dividend declared and paid by Altisource Residential Corporation (“Residential”) to its shareholders.
Facilitated Residential’s first non-performing loan securitization transaction, with gross proceeds to Residential of approximately $150.0 million.
Managed Residential’s resolution of 1,510 loans, up 31% from the 1,156 loans it resolved in the second quarter of 2014.
Repurchased 54,465 shares of AAMC’s common stock, bringing the total shares purchased under our stock buy-back plan to 244,498 shares, or $231.9 million.
  
Chief Executive Officer Ashish Pandey stated, “We are pleased with our continued success in facilitating Residential’s increase in loan resolutions and growth of taxable income.”

“We are proud of the attractive returns that Residential has been able to generate under AAMC’s management,” said Chairman William Erbey.

Webcast and conference call
The Company will host a webcast and conference call on Tuesday, November 4, 2014, at 11:30 a.m. Eastern Time to discuss its financial results for the third 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 September 30, 2014
 
Three months ended September 30, 2013
 
Nine months ended September 30, 2014
 
Nine months ended September 30, 2013
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Rental revenues
$
469

 
$
6

 
$
719

 
$
6

Net unrealized gain on mortgage loans
88,726

 
17,670

 
258,898

 
25,963

Net realized gain on mortgage loans
13,727

 
1,909

 
33,867

 
4,015

Net realized gain on re-performing mortgage loans
302

 

 
302

 

Net realized gain on real estate
3,310

 

 
4,544

 

Interest income
2,568

 
156

 
2,757

 
368

Total revenues
109,102

 
19,741

 
301,087

 
30,352

Expenses:
 
 
 
 
 
 
 
Residential property operating expenses
9,247

 
191

 
13,550

 
275

Real estate depreciation and amortization
313

 
4

 
464

 
4

Real estate selling costs and impairment
5,542

 
210

 
8,775

 
210

Mortgage loan servicing costs
21,226

 
2,154

 
49,588

 
3,788

Interest expense
11,699

 
467

 
24,352

 
1,163

General and administrative
5,435

 
4,895

 
15,578

 
10,798

Related party general and administrative
999

 
681

 
4,597

 
1,052

Total expenses
54,461

 
8,602

 
116,904

 
17,290

Other income (expense)
1,586

 
13

 
2,372

 
(6
)
Income before income taxes
56,227

 
11,152

 
186,555

 
13,056

Income tax expense
853

 

 
1,428

 

Net income
55,374

 
11,152

 
185,127

 
13,056

Net income attributable to noncontrolling interest in consolidated affiliate
(37,676
)
 
(13,709
)
 
(147,371
)
 
(17,952
)
Net income (loss) attributable to common stockholders
$
17,698

 
$
(2,557
)
 
$
37,756

 
$
(4,896
)
 
 
 
 
 
 
 
 
Earnings (loss) per share of common stock – basic:
 
 
 
 
 
 
 
Earnings (loss) per basic share
$
7.91

 
$
(1.09
)
 
$
16.51

 
$
(2.09
)
Weighted average common stock outstanding – basic
2,238,225

 
2,348,040

 
2,286,451

 
2,344,923

Earnings (loss) per share of common stock – diluted:
 
 
 
 
 
 
 
Earnings (loss) per diluted share
$
6.25

 
$
(1.09
)
 
$
13.23

 
$
(2.09
)
Weighted average common stock outstanding – diluted
2,831,617

 
2,348,040

 
2,853,751

 
2,344,923














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

 
September 30, 2014
 
December 31, 2013
Assets:
 
 
 
Real estate held for use:
 
 
 
Land (from consolidated VIE)
$
9,865

 
$
478

Rental residential properties (net of accumulated depreciation of $484 and $24, respectively - from consolidated VIE)
38,470

 
3,092

Real estate owned (from consolidated VIE)
370,733

 
32,332

Total real estate held for use, net
419,068

 
35,902

Real estate assets held for sale (from consolidated VIE)
40,985

 
1,186

Mortgage loans (from consolidated VIE)
2,071,505

 
1,207,163

Mortgage loans held for sale (from consolidated VIE)
143,197

 

Cash and cash equivalents (including from consolidated VIE $76,027 and $115,988, respectively)
91,824

 
140,000

Restricted cash
12,033

 
5,878

Accounts receivable (including from consolidated VIE $871 and $1,428, respectively)
1,493

 
1,428

Related party receivables (from consolidated VIE)
19,254

 
9,260

Deferred leasing and financing costs, net (from consolidated VIE)
3,688

 
2,293

Prepaid expenses and other assets (including from consolidated VIE $5,304 and $1,542, respectively)
6,847

 
1,994

Total assets
$
2,809,894

 
$
1,405,104

Liabilities:
 
 
 
Repurchase agreements (from consolidated VIE)
$
1,258,329

 
$
602,382

Other secured borrowings
150,000

 

Accounts payable and accrued liabilities (including from consolidated VIE $14,577 and $4,952, respectively)
16,146

 
6,872

Related party payables (including from consolidated VIE $6,489 and $1,409, respectively)
6,907

 
2,883

Total liabilities
1,431,382

 
612,137

Commitments and contingencies

 

Redeemable preferred stock:
 
 
 
Preferred stock, $0.01 par value, 250,000 shares issued and outstanding as of September 30, 2014 and none issued or outstanding as of December 31, 2013; redemption value $250,000
248,875

 

Equity:
 
 
 
Common stock, $.01 par value, 5,000,000 authorized shares; 2,450,840 and 2,200,330 shares issued and outstanding, respectively as of September 30, 2014 and 2,354,774 shares issued and outstanding as of December 31, 2013
25

 
24

Additional paid-in capital
17,246

 
12,855

Retained earnings (accumulated deficit)
32,303

 
(5,339
)
Treasury stock, at cost, 250,510 shares as of September 30, 2014 and none as of December 31, 2013
(236,751
)
 

Total stockholders' equity
(187,177
)
 
7,540

Noncontrolling interest in consolidated affiliate
1,316,814

 
785,427

Total equity
1,129,637

 
792,967

Total liabilities and equity
$
2,809,894

 
$
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 September 30, 2014
(In thousands, unaudited)

 
 Residential (GAAP)
NewSource Stand-alone (Non-GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Revenues:
 
 
 
 
 
Rental revenues
$
469

$

$

$

$
469

Net unrealized gain on mortgage loans
88,726




88,726

Net realized gain on mortgage loans
13,727




13,727

Net realized gain on re-performing mortgage loans
302




302

Net realized gain on real estate
3,310




3,310

Interest income
2,568




2,568

Incentive management fee


19,503

(19,503
)

Expense reimbursements


1,801

(1,801
)

Total revenues
109,102


21,304

(21,304
)
109,102

Expenses:
 
 
 
 
 
Residential property operating expenses
9,247




9,247

Real estate depreciation and amortization
313




313

Real estate selling costs and impairment
5,542




5,542

Mortgage loan servicing costs
21,226




21,226

Interest expense
11,699




11,699

General and administrative
1,819

286

3,330


5,435

Related party general and administrative
21,530

210

563

(21,304
)
999

Total expenses
71,376

496

3,893

(21,304
)
54,461

Other income

1,586



1,586

Income before income taxes
37,726

1,090

17,411


56,227

Income tax expense
50


803


853

Net income
37,676

1,090

16,608


55,374

Net income attributable to noncontrolling interest in consolidated affiliate



(37,676
)
(37,676
)
Net income attributable to common stockholders
$
37,676

$
1,090

$
16,608

$
(37,676
)
$
17,698









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

 
 Residential (GAAP)
NewSource Stand-alone (Non-GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Revenues:
 
 
 
 
 
Rental revenues
$
719

$

$

$

$
719

Net unrealized gain on mortgage loans
258,898




258,898

Net realized gain on mortgage loans
33,867




33,867

Net realized gain on re-performing mortgage loans
302




302

Net realized gain on real estate
4,544




4,544

Interest income
2,757




2,757

Incentive management fee


44,129

(44,129
)

Expense reimbursements


5,580

(5,580
)

Total revenues
301,087


49,709

(49,709
)
301,087

Expenses:
 
 
 
 
 
Residential property operating expenses
13,550




13,550

Real estate depreciation and amortization
464




464

Real estate selling costs and impairment
8,775




8,775

Mortgage loan servicing costs
49,588




49,588

Interest expense
24,352




24,352

General and administrative
5,665

381

9,532


15,578

Related party general and administrative
51,629

731

1,946

(49,709
)
4,597

Total expenses
154,023

1,112

11,478

(49,709
)
116,904

Other income
383

1,985

4


2,372

Income (loss) before income taxes
147,447

873

38,235


186,555

Income tax expense
76


1,352


1,428

Net income (loss)
147,371

873

36,883


185,127

Net income attributable to noncontrolling interest in consolidated affiliate



(147,371
)
(147,371
)
Net income (loss) attributable to common stockholders
$
147,371

$
873

$
36,883

$
(147,371
)
$
37,756







Altisource Asset Management Corporation
Consolidating Statement of Operations
Three months ended September 30, 2013
(In thousands, unaudited)


 
 Residential (GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Revenues:
 
 
 
 
Rental revenues
$
6

$

$

$
6

Net unrealized gain on mortgage loans
17,670



17,670

Net realized gain on mortgage loans
1,909



1,909

Interest income
156



156

Incentive management fee

51

(51
)

Expense reimbursements

1,307

(1,307
)

Total revenues
19,741

1,358

(1,358
)
19,741

Expenses:
 
 
 
 
Residential property operating expenses
191



191

Real estate depreciation and amortization
4



4

Real estate selling costs and impairment
210



210

Mortgage loan servicing costs
2,154



2,154

Interest expense
467



467

General and administrative
980

3,915


4,895

Related party general and administrative
2,039


(1,358
)
681

Total expenses
6,045

3,915

(1,358
)
8,602

Other income
13



13

Net income (loss)
13,709

(2,557
)

11,152

Net income attributable to noncontrolling interest in consolidated affiliate


(13,709
)
(13,709
)
Net income (loss) attributable to common stockholders
$
13,709

$
(2,557
)
$
(13,709
)
$
(2,557
)





Altisource Asset Management Corporation
Consolidating Statement of Operations
Nine months ended September 30, 2013
(In thousands, unaudited)
 
 Residential (GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Revenues:
 
 
 
 
Rental revenues
$
6

$

$

$
6

Net unrealized gain on mortgage loans
25,963



25,963

Net realized gain on mortgage loans
4,015



4,015

Interest income
368



368

Incentive management fee

51

(51
)

Expense reimbursements

3,371

(3,371
)

Total revenues
30,352

3,422

(3,422
)
30,352

Expenses:
 
 
 
 
Residential property operating expenses
275



275

Real estate depreciation and amortization
4



4

Real estate selling costs and impairment
210



210

Mortgage loan servicing costs
3,788



3,788

Interest expense
1,163



1,163

General and administrative
2,480

8,318


10,798

Related party general and administrative
4,474


(3,422
)
1,052

Total expenses
12,394

8,318

(3,422
)
17,290

Other expense
(6
)


(6
)
Net income (loss)
17,952

(4,896
)

13,056

Net income attributable to noncontrolling interest in consolidated affiliate


(17,952
)
(17,952
)
Net income (loss) attributable to common stockholders
$
17,952

$
(4,896
)
$
(17,952
)
$
(4,896
)









Altisource Asset Management Corporation
Consolidating Balance Sheet
September 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
$
9,865

$

$

$

$
9,865

Rental residential properties, net
38,470




38,470

Real estate owned
370,733




370,733

Total real estate held for use, net
419,068




419,068

Real estate assets held for sale
40,985




40,985

Mortgage loans
2,071,505




2,071,505

Mortgage loans held for sale
143,197




143,197

Cash and cash equivalents
76,027

5,899

9,898


91,824

Restricted cash
12,033




12,033

Accounts receivable
874

612

7


1,493

Related party receivables
19,254

15,000

49,338

(64,338
)
19,254

Investment in affiliate
18,000


2,000

(20,000
)

Deferred leasing and financing costs, net
3,688




3,688

Prepaid expenses and other assets
5,305

36

1,506


6,847

Total assets
$
2,809,936

$
21,547

$
62,749

$
(84,338
)
$
2,809,894

Liabilities:
 
 
 
 
 
Repurchase agreements
$
1,258,329

$

$

$

$
1,258,329

Other secured borrowings
165,000



(15,000
)
150,000

Accounts payable and accrued liabilities
14,577

21

1,548


16,146

Related party payables
55,216

731

298

(49,338
)
6,907

Total liabilities
1,493,122

752

1,846

(64,338
)
1,431,382

Commitments and contingencies





Preferred stock


248,875


248,875

Equity:
 
 
 
 
 
Common stock
572


25

(572
)
25

Additional paid-in capital
1,227,021

20,000

17,246

(1,247,021
)
17,246

Retained earnings (accumulated deficit)
89,221

795

31,508

(89,221
)
32,303

Treasury stock


(236,751
)

(236,751
)
Total stockholders' equity
1,316,814

20,795

(187,972
)
(1,336,814
)
(187,177
)
Noncontrolling interest in consolidated affiliate



1,316,814

1,316,814

Total equity
1,316,814

20,795

(187,972
)
(20,000
)
1,129,637

Total liabilities and equity
$
2,809,936

$
21,547

$
62,749

$
(84,338
)
$
2,809,894






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