AAMC 10Q_9.30.2014

 

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

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 000-54809
 

Altisource Asset Management Corporation
(Exact name of registrant as specified in its charter)
UNITED STATES VIRGIN ISLANDS
66-0783125
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

402 Strand Street
Frederiksted, United States Virgin Islands 00840-3531
(Address of principal executive office)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
o
 
Accelerated Filer
x
Non-Accelerated Filer
o
(Do not check if a smaller reporting company)
Smaller Reporting Company
o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x




As of October 31, 2014, 2,189,875 shares of our common stock were outstanding (excluding 260,965 shares held as treasury stock).



Altisource Asset Management Corporation
September 30, 2014
Table of Contents



i


(table of contents)

References in this report to "we," "our," "us," or the "Company" refer to Altisource Asset Management Corporation and its consolidated subsidiaries, unless otherwise indicated. References in this report to “Residential” refer to Altisource Residential Corporation, unless otherwise indicated. References in this report to “Altisource” refer to Altisource Portfolio Solutions S.A. and its consolidated subsidiaries, unless otherwise indicated. References in this report to “Ocwen” refer to Ocwen Financial Corporation and its consolidated subsidiaries, unless otherwise indicated.

Special note on forward-looking statements

Our disclosure and analysis in this quarterly report on Form 10-Q contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the “Securities Act,” and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act.” In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

The forward-looking statements contained in this quarterly report reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. Factors that may materially affect such forward-looking statements include, but are not limited to:

our ability to implement our business strategy and the business strategy of Residential;
our ability to retain and maintain our strategic relationships with related parties;
the ability of Residential to generate cash available for distribution to its stockholders under our management;
our ability to effectively compete with our competitors;
Residential's ability to complete future or pending transactions;
our ability to retain Residential as a client;
the failure of Altisource and Ocwen to effectively perform their obligations under their agreements with us and Residential;
general economic and market conditions; and
governmental regulations, taxes and policies.

While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance. Such forward-looking statements speak only as of their respective dates, and we assume no obligation to update them to reflect changes in underlying assumptions or factors, new information or otherwise. For a further discussion of these and other factors that could cause our future results to differ materially from any forward-looking statements, please see the risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2013 and in our quarterly reports on Form 10-Q for the first and second quarters of 2014


ii


(table of contents)

Part I
 
Item 1. Financial statements (unaudited)

Certain information contained herein is presented as of October 31, 2014, which we have concluded is the latest practicable date for financial information prior to the filing of this quarterly report.





1


(table of contents)

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 (Note 6)

 

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


See accompanying notes to Consolidated Financial Statements.



2


(table of contents)

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


See accompanying notes to consolidated financial statements.


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(table of contents)


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

 
Common stock
 
 
 
 
 
 
Number of shares
Amount
Additional paid-in capital
Retained earnings (accumulated deficit)
Treasury stock
Noncontrolling interest in consolidated affiliate
Total equity
December 31, 2013
2,354,774

$
24

$
12,855

$
(5,339
)
$

$
785,427

$
792,967

Issuance of common stock, including option exercises
96,066

1

44




45

Treasury shares repurchased




(236,751
)

(236,751
)
Capital contribution from noncontrolling interest





468,416

468,416

Distribution from noncontrolling interest





(84,570
)
(84,570
)
Amortization of preferred stock issuance costs



(114
)


(114
)
Share-based compensation


4,347



170

4,517

Net income



37,756


147,371

185,127

September 30, 2014
2,450,840

$
25

$
17,246

$
32,303

$
(236,751
)
$
1,316,814

$
1,129,637


 
Common stock
 
 
 
 
 
 
Number of shares
Amount
Additional paid-in capital
Accumulated deficit
Treasury stock
Noncontrolling interest in consolidated affiliate
Total equity
December 31, 2012
2,343,213

$
23

$
4,993

$
(46
)
$

$
99,911

$
104,881

Issuance of common stock, including option exercises
7,333

1

12




13

Capital contribution from noncontrolling interest





309,700

309,700

Distribution from noncontrolling interest
 
 
 
 
 
(2,509
)
(2,509
)
Share-based compensation


3,434




3,434

Net income (loss)



(4,896
)

17,952

13,056

September 30, 2013
2,350,546

$
24

$
8,439

$
(4,942
)
$

$
425,054

$
428,575


See accompanying notes to consolidated financial statements.
 




4


(table of contents)

Altisource Asset Management Corporation
Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
 
Nine months ended September 30, 2014
 
Nine months ended September 30, 2013
Operating activities:
 
 
 
Net income
$
185,127

 
$
13,056

Adjustments to reconcile net income to net cash used in operating activities:
 
 
 
Net unrealized gain on mortgage loans
(258,898
)
 
(25,963
)
Net realized gain on mortgage loans
(33,867
)
 
(4,015
)
Net realized gain on sale of re-performing mortgage loans
(302
)
 

Net realized gain on sale of real estate
(4,544
)
 

Real estate depreciation, amortization and other non-cash charges
9,239

 
4

Accretion of interest on re-performing mortgage loans
(2,475
)
 

Share-based compensation
4,517

 
3,434

Amortization of deferred financing costs
2,127

 
630

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(1,137
)
 

Related party receivables
6,421

 
(166
)
Prepaid expenses and other assets
(6,315
)
 
(363
)
Accounts payable and accrued liabilities
1,786

 
2,063

Related party payables
4,024

 
251

Net cash used in operating activities
(94,297
)
 
(11,069
)
Investing activities:
 
 
 
Investment in mortgage loans
(1,241,083
)
 
(642,645
)
Investment in real estate
(27,463
)
 
(6,198
)
Investment in renovations
(5,957
)
 
(145
)
Real estate tax advances
(20,244
)
 
(547
)
Mortgage loan dispositions
122,023

 
13,783

Mortgage loan payments
14,903

 
2,659

Disposition of real estate
11,771

 

Change in restricted cash
(6,155
)
 
(3,092
)
Net cash used in investing activities
(1,152,205
)
 
(636,185
)
Financing activities:
 
 
 
Proceeds from issuance of preferred stock
250,000

 

Cost of issuance of preferred stock
(1,125
)
 

Issuance of common stock, including stock option exercises
12,186

 
666

Repurchase of common stock
(236,751
)
 

Payment of tax withholdings on exercise of stock options
(12,141
)
 
(653
)
Cost of issuance of common stock

 

Capital contribution from noncontrolling interest
468,416

 
310,250

Distribution to noncontrolling interest
(84,570
)
 
(2,509
)
Proceeds from issuance of notes
150,000

 

Proceeds from repurchase agreement
952,264

 
418,099

Repayments of repurchase agreement
(296,317
)
 
(79,299
)
Payment of deferred financing costs
(3,636
)
 
(2,254
)
Net cash provided by financing activities
1,198,326

 
644,300

Net decrease in cash and cash equivalents
(48,176
)
 
(2,954
)
Cash and cash equivalents as of beginning of the period
140,000

 
105,014

Cash and cash equivalents as of end of the period
$
91,824

 
$
102,060

 
 
 
 
Supplemental disclosure of cash flow information
 
 
 
Cash paid for interest
$
20,212

 
$
377

Transfer of mortgage loans to real estate owned
410,913

 
10,598

Transfer of real estate owned to mortgage loans
5,367

 

Change in accrued capital expenditures
7,712

 

Change in accrued equity issuance costs

 
1,242

Changes in receivables from mortgage loan dispositions, payments and real estate tax advances, net
13,081

 
5,745

Changes in receivables from real estate owned dispositions
3,097

 


5


(table of contents)

See accompanying notes to consolidated financial statements.

6


(table of contents)

Altisource Asset Management Corporation
Notes to Consolidated Financial Statements
September 30, 2014
(Unaudited)

1. Organization and basis of presentation

We were incorporated in the United States Virgin Islands on March 15, 2012, which we refer to as “inception.” Subsequent to our separation from Altisource Portfolio Solutions S.A. ("Altisource") on December 21, 2012, we immediately commenced operations. In October 2013, we applied for and were granted registration by the SEC as a registered investment adviser under section 203(c) of the Investment Advisers Act of 1940. Our primary business is to provide asset management and certain corporate governance services to Altisource Residential Corporation, which we refer to as “Residential” under a 15-year asset management agreement beginning December 21, 2012, which we refer to as the “Residential asset management agreement.” Residential is a Maryland corporation that acquires and manages single-family rental properties by acquiring sub-performing and non-performing mortgages throughout the United States.

Residential is currently our primary source of revenue and will drive our results. The Residential asset management agreement entitles us to incentive fees, which we refer to as our “incentive management fees,” that gives us a share of Residential’s cash flow available for distribution to its stockholders as well as reimbursement for certain overhead and operating expenses. Accordingly, our operating results are highly dependent on Residential's ability to achieve positive operating results.

We have concluded that Residential is a variable interest entity (“VIE”) because Residential’s equity holders lack the ability through voting rights to make decisions about Residential’s activities that have a significant effect on the success of Residential. We have also concluded that we are the primary beneficiary of Residential because under the Residential asset management agreement we have the power to direct the activities of Residential that most significantly impact Residential’s economic performance including establishing Residential’s investment and business strategy. As a result, we consolidate Residential in our consolidated financial statements.

Additionally, we provide management services to NewSource Reinsurance Company Ltd., which we refer to as “NewSource,” a title insurance and reinsurance company in Bermuda. In October 2013, we invested $2.0 million in 100% of the common stock of NewSource and Residential invested $18.0 million in the non-voting preferred stock of NewSource. On December 2, 2013, NewSource became registered as a licensed reinsurer with the Bermuda Monetary Authority (“BMA”). Because we own 100% of voting common stock of NewSource and there are no substantive kick-out rights granted to other equity owners, we consolidate NewSource in our consolidated financial statements.

Since Residential commenced operations, it has completed three public equity offerings with aggregate net proceeds of approximately $1.1 billion. On March 22, 2013, September 12, 2013 and September 23, 2013, Residential entered into three separate repurchase agreements to finance the acquisition and ownership of residential mortgage loans and REO properties. The maximum aggregate funding available under these repurchase agreements initially was $425.0 million. Residential subsequently increased the aggregate funding capacity under each repurchase agreement as follows:

For the repurchase agreement entered into on March 22, 2013, Residential amended it on April 21, 2014 to initially increase the aggregate maximum borrowing capacity from $100.0 million to $200.0 million. The maturity date of the repurchase agreement was also extended to April 20, 2015, subject to an additional one-year extension with the approval of the lender. On June 11, 2014, Residential further amended this repurchase agreement to increase the aggregate maximum borrowing capacity from $200.0 million to $375.0 million, subject to certain sublimits, for the period from June 11, 2014 through October 11, 2014, and on October 3, 2014, Residential extended the increase through December 10, 2014. The aggregate borrowing capacity under the repurchase agreement will revert to $200.0 million after December 10, 2014.

The repurchase agreement dated September 12, 2013, as amended on December 18, 2013, has an aggregate funding capacity of $250.0 million and matures on March 11, 2016. This agreement includes a provision that, beginning in the nineteenth month, Residential will not be able to finance mortgage loans in excess of amounts outstanding under the facility at the end of the eighteenth month.

For the repurchase agreement dated September 23, 2013, Residential amended it on December 23, 2013 to initially increase the aggregate maximum borrowing capacity from $200.0 million to $400.0 million. On June 25, 2014, Residential further amended this repurchase agreement to increase the aggregate maximum borrowing capacity from

7

(table of contents)

$400.0 million to $1.0 billion, subject to certain sublimits. The maturity date of the repurchase agreement is March 23, 2015. Residential has the option to extend this agreement for an additional year with no additional funding.

Following these increases, the maximum aggregate funding available to Residential under these repurchase agreements as of September 30, 2014 was $1.7 billion, subject to certain sublimits, eligibility requirements and conditions precedent to each funding. As of September 30, 2014, an aggregate of $1.3 billion was outstanding under Residential's repurchase agreements. All obligations under the repurchase agreements are fully guaranteed by Residential.

On September 25, 2014, Residential completed a securitization transaction in which ARLP Securitization Trust, Series 2014-1 (“ARLP 2014-1”) issued $150.0 million in Class A Notes (the “Class A Notes”) with a weighted yield of approximately 3.5% and $32.0 million in Class M Notes (the “Class M Notes”) with a weighted yield of 4.25%. The Class A Notes and the Class M Notes are secured solely by the non-performing mortgage loans of ARLP 2014-1 and not by any of Residential's other assets. The assets of ARLP 2014-1 are the only source of repayment and interest on the Class A Notes and the Class M Notes. The Class A Notes and the Class M Notes mature on September 25, 2044, and Residential does not guaranty any of the obligations of ARLP 2014-1 under the terms of the Indenture governing the notes or otherwise. As of September 30, 2014, the book value of the underlying securitized assets held by ARLP 2014-1 was $211.3 million.

Residential retained all of the Class M Notes in its taxable REIT subsidiary (“TRS”). On September 30, 2014, pursuant to a master repurchase agreement, the TRS sold $15.0 million of the Class M Notes to NewSource Reinsurance Company Ltd, ("NewSource"), an entity in which Residential owns 100% of the outstanding preferred stock and in which we own 100% of the outstanding common stock, for a purchase price of $15.0 million. The master repurchase agreement requires the TRS to repurchase the Class M Notes from NewSource at a 5.0% yield on December 28, 2014, subject to the parties’ option to extend the master repurchase agreement for an additional 89 day period. In no event can the master repurchase agreement be extended beyond September 29, 2015.

On March 18, 2014, we closed a private placement for the issuance and sale of 250,000 shares of our Series A Convertible Preferred Stock to Luxor Capital Group, LP, a New York based investment manager, and other institutional investors for proceeds of $250.0 million. We used substantially all of the proceeds from this transaction to repurchase shares of our common stock and for other corporate purposes. In the future we may use excess cash generated from operations to repurchase shares of our common stock when trading at attractive prices. Such stock repurchases may be made in the open market, block trades or privately-negotiated transactions. In connection with the foregoing, the Company's Board of Directors has approved a share repurchase program that authorizes us to repurchase up to $300.0 million of our common stock.

We ceased to be a development stage enterprise in the second quarter of 2013.

Basis of presentation and use of estimates

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States which we refer to as “U.S. GAAP.” All wholly owned subsidiaries are included and all intercompany accounts and transactions have been eliminated. The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates.

The unaudited consolidated financial statements and accompanying unaudited consolidated financial information, in our opinion, contain all adjustments that are of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. The interim results are not necessarily indicative of results for a full year. We have omitted certain notes and other information from the interim consolidated financial statements presented in this Quarterly Report as permitted by SEC rules and regulations. These consolidated financial statements should be read in conjunction with our 2013 annual report on Form 10-K.

Preferred stock

During the first quarter of 2014, we issued $250.0 million of convertible preferred stock. All of the outstanding shares of preferred stock are redeemable by us in March 2020, the sixth anniversary of the date of issuance, and every five years thereafter. On these same redemption dates, each holder of preferred stock may cause us to redeem all the shares of preferred

8


(table of contents)

stock held by such holder at a redemption price equal to $1,000 per share. Accordingly, we classify these shares as mezzanine equity, outside of permanent stockholders' equity.

The holders of shares of Series A Preferred Stock will not be entitled to receive dividends with respect to the Series A Preferred Stock. The shares of Series A Preferred Stock are convertible into shares of our common stock at a conversion price of $1,250 per share, subject to certain anti-dilution adjustments.

Upon a change of control or upon a liquidation, dissolution or winding up of the Company, holders of the Series A Preferred Stock will be entitled to receive an amount in cash per Series A Preferred Stock equal to the greater of:

(i)    $1,000 plus the aggregate amount of cash dividends paid on the number of shares of Common Stock into which such share of Series A Preferred Stock was convertible on each ex-dividend date for such dividends; and
(ii)    the number of shares of Common Stock into which the Series A Preferred Stock is then convertible multiplied by the then current market price of the Common Stock.

The Series A Preferred Stock confers no voting rights to holders, except with respect to matters that materially and adversely affect the voting powers, rights or preferences of the Series A Preferred Stock or as otherwise required by applicable law.

With respect to the distribution of assets upon the liquidation, dissolution or winding up of the Company, the Series A Preferred Stock ranks senior to our common stock and on parity with all other classes of preferred stock that may be issued by us in the future.

Treasury Stock

We account for repurchased common stock under the cost method and include such treasury stock as a component of total shareholders’ equity. We have repurchased shares of our common stock (i) under our Board approval to repurchase up to $300.0 million in shares of our common stock and (ii) upon our withholding of shares of our common stock to satisfy tax withholding obligations in connection with the vesting of our restricted stock.

Loans held for sale

Loans held for sale, which consist of re-performing residential mortgage loans acquired from others, are recorded at the lower of cost or fair value. Residential does not originate loans. During the third quarter 2014, Residential decided to sell these re-performing loans and as such they were reclassified as loans held for sale from loans held for investment. See Note 12 - "Subsequent events" for information on our dispositions of re-performing loans subsequent to September 30, 2014.

Recently issued accounting standards

In January 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-04, Troubled Debt Restructurings by Creditors. It provides that a repossession or foreclosure has occurred, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendment requires disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in mortgage loans collateralized by residential real estate property that are in the process of foreclosure. The amended guidance may be applied using either a prospective transition method or a modified retrospective transition method and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014, with early adoption permitted. We do not expect this amendment to have a significant effect on our financial position or results of operations since our accounting policies and disclosures are currently consistent with the requirements set forth in the amendment.

In May 2014, the FASB issued ASU 2014-09 Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 may be applied using either a full retrospective or a modified retrospective approach and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. We do not expect this amendment to have a significant effect on our financial position or results of operations since our accounting policies and disclosures are currently consistent with the requirements set forth in the amendment.

9


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2. Mortgage loans

During the nine months ended September 30, 2014, Residential acquired an aggregate of 8,155 mortgage loans and REO properties, consisting of the following:

Acquisitions of non-performing residential mortgage loans

During the nine months ended September 30, 2014, Residential acquired an aggregate of 7,086 residential mortgage loans, substantially all of which were non-performing, and 190 REO properties having an aggregate UPB of approximately $1.9 billion and an aggregate market value of underlying properties of $1.7 billion. The aggregate purchase price for these acquisitions was $1.1 billion. During the quarter ended September 30, 2014, Residential agreed to acquire an aggregate of 246 residential mortgage loans, substantially all of which are non-performing, with an aggregate market value of underlying properties of $29.7 million. There can be no assurance that Residential will complete this pending transaction in whole or in part on a timely basis or at all.

Acquisition of re-performing residential mortgage loans

On June 27, 2014, Residential acquired 879 re-performing mortgage loans with an aggregate market value of underlying properties of $271.1 million for an aggregate purchase price of $144.6 million. Under ASC 310-30, acquired loans may be aggregated and accounted for as a pool of loans if the loans being aggregated have common risk characteristics. A pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. These 879 re-performing residential mortgage loans were determined to have common risk characteristics and have been accounted for as a single loan pool. Under ASC 310-30, Residential estimates cash flows expected to be collected, adjusted for expected prepayments and defaults expected to be incurred over the life of the loan pool. Residential determines the excess of the loan pool's contractually required principal and interest payments over the expected cash flows as an amount that should not be accreted, the nonaccretable yield. The difference between expected cash flows and the present value of the expected cash flows is referred to as the accretable yield, which represents the amount that is expected to be recorded as interest income over the remaining life of the loan pool. For the three and nine months ended September 30, 2014, Residential recognized no provision for loan loss and no adjustments to the amount of the accretable yield. For the three and nine months ended September 30, 2014, Residential accreted $2.5 million into interest income with respect to these re-performing loans. As of September 30, 2014, these re-performing loans, having a UPB of $204.3 million and a carrying value of $143.2 million, were held for sale. During October 2014, Residential sold an aggregate of 934 re-performing loans to an unrelated third party for an aggregate purchase price of $164 million. See Note 12 - "Subsequent events" for information on our dispositions of re-performing loans subsequent to September 30, 2014.

The following tables present information regarding the estimates of the contractually required payments and the cash flows expected to be collected as of the date of the acquisition and changes in the balance of the accretable yield ($ in thousands):
Contractually required principal and interest
$
325,000

Non-accretable yield
(96,263
)
Expected cash flows to be collected
228,737

Accretable yield
(84,728
)
Fair value at the date of acquisition
$
144,009

Accretable Yield
Three months ended September 30, 2014
Balance at the beginning of the period
$
84,728

Accretion
(2,475
)
Balance at the end of the period
$
82,253


10


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Since the commencement of its operations, Residential has engaged in the acquisition of the following portfolios of non-performing and re-performing residential mortgage loans:
Portfolios Residential Agreed to Acquire
 
 
Acquisitions Completed in 2014
Acquisitions Completed in 2013
Date of agreement in principle
Number of loans
Fair value of underlying property (in millions)
 
Date acquisition closed
Number of loans acquired
Fair value of underlying property (in millions)
Number of loans acquired
Fair value of underlying property (in millions)
January 23, 2013
460

$
94.2

 
February 14, 2013
 
 
460

$
94.2

February 12, 2013
244

40.1

 
March 21, 2013
 
 
230

38.7

February 14, 2013
762

128.9

 
April 5, 2013
 
 
720

122.1

June 25, 2013
321

73.9

 
August 26, 2013
 
 
292

67.3

June 27, 2013
2,377

296.1

 
August 6, 2013
 
 
1,562

185.2

 
September 19, 2013
 
 
416

56.0

August 12, 2013
2,966

790.2

 
September 30, 2013
 
 
1,547

403.6

 
October 21, 2013
 
 
1,100

298.0

November 12, 2013
993

137.3

 
January 2, 2014
650

$
93.6

 
 
November 22, 2013
6,540

1,542.1

 
December 24, 2013
 
 
2,204

530.1

 
January 31, 2014
3,421

791.7

 
 
December 19, 2013
164

18.3

 
January 28, 2014
66

7.0

 
 
 
February 28, 2014
70

8.2

 
 
March 11, 2014(1)
915

180.0

 
May 1, 2014(2)
664

126.6

 
 
May 2, 2014
78

8.7

 
July 10, 2014
46

5.0

 
 
June 4, 2014
3,191

891.6

 
June 27, 2014
1,116

375.3

 
 
 
July 31, 2014
1,243

315.7

 
 
June 4, 2014(3)
1,105

331.6

 
June 27, 2014(3)
879

271.1

 
 
September 15, 2014
246

29.7

 
pending(4)
 
 
 
 
Totals
20,362

$
4,562.7

 
Totals
8,155

$
1,994.2

8,531

$
1,795.2

_____________
(1)
The remaining portion of this acquisition, consisting of 159 mortgage loans and REO properties, closed in October 2014.
(2)
Includes 190 REOs.
(3)
This acquisition consisted of a portfolio of re-performing loans.
(4)
This acquisition is expected to close in the fourth quarter of 2014.

During the three and nine months ended September 30, 2014, Residential recognized a nominal amount and $2.9 million, respectively, for due diligence costs related to these and other transactions in both general and administrative expense and related party general and administrative expense. During the three and nine months ended September 30, 2013, Residential expensed $0.9 million and $1.3 million, respectively, for due diligence costs.

Generally, we expect that Residential's mortgage loan portfolio may grow at an uneven pace, as opportunities to acquire distressed residential mortgage loans may be irregularly timed and may involve large portfolios of loans, and the timing and extent of Residential's success in acquiring such loans cannot be predicted. In addition, for any given portfolio of loans that Residential agrees to acquire, it typically acquires fewer loans than originally expected, as certain loans may be resolved prior to the closing date or may fail to meet Residential's diligence standards. The number of unacquired loans typically constitutes a relatively small portion of a particular portfolio. In some cases, the number of loans Residential does not acquire could be significant. In any case where Residential does not acquire the full portfolio, appropriate adjustments are made to the applicable purchase price.

Throughout this quarterly report, all unpaid principal balance and market value amounts for the portfolios Residential has acquired are provided as of “cut-off date” for each transaction unless otherwise indicated. The “cut-off date” for each acquisition is a date shortly before the closing used to identify the final loans being purchased and the related unpaid principal balance, market value of underlying properties and other characteristics of the loans.



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Transfer of mortgage loans to real estate owned

During the three months ended September 30, 2014 and 2013, Residential transferred 1,113 and 43 mortgage loans, respectively, to REO at an aggregate fair value based on broker price opinions ("BPOs"), of $189.9 million and $6.2 million respectively. Such transfers occur when the foreclosure sale is complete. In connection with these transfers to REO, Residential recorded $38.4 million and $1.8 million, respectively, in net unrealized gains on mortgage loans.

During the nine months ended September 30, 2014 and 2013, Residential transferred 2,657 and 77 mortgage loans, respectively, to REO at an aggregate fair value based on BPOs, of $410.9 million and $10.6 million respectively. In connection with these transfers to REO, Residential recorded $90.5 million and $3.0 million, respectively, in net unrealized gains on mortgage loans.

Dispositions

During the three months ended September 30, 2014 and 2013, Residential disposed of 165 and 54 mortgage loans, respectively, primarily through short sales, refinancing and foreclosure sales. In connection with these dispositions, Residential recorded $13.7 million and $1.9 million, respectively, of net realized gains on mortgage loans.

During the nine months ended September 30, 2014 and 2013, Residential disposed of 416 and 92 mortgage loans, respectively, primarily through short sales, refinancing and foreclosure sales. In connection with these dispositions, Residential recorded $33.9 million and $4.0 million, respectively, of net realized gains on mortgage loans. During October 2014, Residential sold 934 re-performing loans to an unrelated third party. The sale included 770 loans from the re-performing mortgage loans held for sale, purchased in the second quarter of 2014, and 164 loans that have transitioned to re-performing status from prior non-performing loan acquisitions that have a clean pay history of at least six months. See Note 12 - "Subsequent events" for information on our dispositions of re-performing loans subsequent to September 30, 2014.

3. Real estate assets, net

Acquisitions

During the nine months ended September 30, 2014, Residential acquired 190 REO properties as part of their portfolio acquisitions. Residential acquired no REO properties during the three months ended September 30, 2014. During the three and nine months ended September 30, 2013, Residential acquired 34 and 40 REO properties, respectively. The aggregate purchase price attributable to these acquired REO properties was $27.5 million for the nine months ended September 30, 2014 and was $5.9 million and $6.2 million, respectively, for the three and nine months ended September 30, 2013.

Real estate held for use

As of September 30, 2014, Residential had 2,660 REO properties held for use. Of these properties, 216 had been rented, 90 were being listed for rent and 270 were in varying stages of renovation. With respect to the remaining 2,084 REO properties, we will make a final determination whether each property meets Residential’s rental profile after (a) applicable state redemption periods have expired, (b) the foreclosure sale has been ratified (c) Residential has recorded the deed for the property, (d) utilities have been activated and (e) Residential has secured access for interior inspection. A majority of the REO properties are subject to state regulations which require Residential to await the expiration of a redemption period before a foreclosure can be finalized. Residential includes these redemption periods in its portfolio pricing which generally reduces the price Residential pays for the mortgage loans. Once the redemption period expires, Residential immediately proceeds to record the new deed, take possession of the property, activate utilities, and start the inspection process in order to make its final determination. As of December 31, 2013, Residential had 246 REO properties held for use. Of these properties, 14 had been rented, 11 were being listed for rent and 18 were in various stages of renovation. With respect to the remaining 203 REO properties, we were in the process of determining whether these properties would meet Residential's rental profile. As of September 30, 2013, Residential had 100 REO properties held for use. Of these properties, five had been rented, six were being listed for rent and three were in various stages of renovation. With respect to the remaining 86 REO properties, we were in the process of determining whether these properties would meet Residential's rental profile. If a REO property meets Residential's rental profile, we determine the extent of renovations that are needed to generate an optimal rent and maintain consistency of renovation specifications for future branding. If we determine that the REO property will not meet Residential's rental profile, we list the property for sale, in certain instances after renovations are made to optimize the sale proceeds.



12

(table of contents)

Real estate held for sale

As of September 30, 2014, Residential classified 324 properties having an aggregate carrying value of $41.0 million as real estate held for sale as they do not meet its residential rental property investment criteria. As of December 31, 2013, Residential had 16 REO properties having an aggregate carrying value of $1.2 million held for sale, and as of September 30, 2013, Residential had 14 REO properties having an aggregate carrying value of $1.1 million held for sale. None of these REO properties have any operations; therefore, we are not presenting discontinued operations related to these properties.

Dispositions

During the three and nine months ended September 30, 2014, Residential disposed of 78 and 102 residential properties, respectively. Residential did not dispose of any residential properties during the nine months ended September 30, 2013. In connection with the dispositions for the three and nine months ended September 30, 2014, we recorded $3.3 million and $4.5 million, respectively, of net realized gains on real estate.

4. Fair value of financial instruments

The following table sets forth the fair value of financial assets and liabilities by level within the fair value hierarchy as of September 30, 2014 and December 31, 2013 ($ in thousands):
 
Level 1
Level 2
Level 3
 
Quoted prices in active markets
 Observable inputs other than Level 1 prices
 Unobservable inputs
September 30, 2014
 
 
 
Recurring basis (assets)
 
 
 
Mortgage loans
$

$

$
2,071,505

Nonrecurring basis (assets)
 
 
 
Real estate assets held for sale
$

$

$
44,187

Transfer of real estate owned to mortgage loans
$

$

$
5,367

Transfer of mortgage loans to real estate owned
$

$

$
410,913

Not recognized on consolidated balance sheets at fair value (assets)
 
 
 
Mortgage loans held for sale
$

$

$
143,197

Not recognized on consolidated balance sheets at fair value (liabilities)
 
 
 
Repurchase agreements at fair value
$

$
1,258,329

$

Other secured borrowings
$

$
150,000

$

 
 
 
 
December 31, 2013
 
 
 
Recurring basis (assets)
 
 
 
Mortgage loans
$

$

$
1,207,163

Nonrecurring basis (assets)
 
 
 
Real estate assets held for sale
$

$

$
1,520

Transfer of mortgage loans to real estate owned
$

$

$
31,014

Not recognized on consolidated balance sheets at fair value (liabilities)
 
 
 
Repurchase agreements at fair value
$

$
602,382

$


Residential has not transferred any assets from one level to another level during the nine months ended September 30, 2014. Additionally there were no transfers between levels for the year ended December 31, 2013.

The carrying values of Residential's and our cash and cash equivalents, restricted cash, related party receivables, accounts payable and accrued liabilities, related party payables, preferred stock, and investment in NewSource are equal to or approximate fair value. The fair value of mortgage loans is estimated using our proprietary pricing model. The fair value of transfers of mortgage loans to real estate owned is estimated using BPOs. The fair value of re-performing mortgage loans held

13

(table of contents)

for sale is estimated using the present value of the future estimated principal and interest payments of the loan, with the discount rate used in the present value calculation representing the estimated effective yield of the loan. The fair value of the repurchase agreements is estimated using the income approach based on credit spreads available currently in the market for similar floating rate debt. The fair value of other secured borrowings is estimated using observable market data.

The following table sets forth the changes in Residential's level 3 assets that are measured at fair value on a recurring basis ($ in thousands):
 
Three months ended September 30, 2014
 
Three months ended September 30, 2013
 
Nine months ended September 30, 2014
 
Nine months ended September 30, 2013
Mortgage loans
 
 
 
 
 
 
 
Beginning balance
$
2,024,028

 
$
163,520

 
$
1,207,163

 
$

Investment in mortgage loans
184,590

 
475,998

 
1,097,601

 
644,163

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

Mortgage loan dispositions and payments
(60,062
)
 
(11,882
)
 
(143,834
)
 
(22,527
)
Real estate tax advances to borrowers
6,397

 
887

 
19,119

 
887

Reclassification of realized gains on real estate sold from unrealized gains
3,322

 

 
4,237

 

Transfer of real estate owned to mortgage loans
719

 

 
5,367

 

Transfer of mortgage loans to real estate owned
(189,942
)
 
(6,199
)
 
(410,913
)
 
(10,598
)
Ending balance at September 30
$
2,071,505

 
$
641,903

 
$
2,071,505

 
$
641,903

 
 
 
 
 
 
 
 
Net unrealized gain on mortgage loans held at the end of the period
$
55,558

 
$
17,670

 
$
164,378

 
$
25,963


The following table sets forth the fair value of Residential's mortgage loans, the related unpaid principal balance and market value of underlying properties by delinquency status as of September 30, 2014 and December 31, 2013 ($ in thousands):
 
Number of loans
Carrying Value
Unpaid principal balance
Market value of underlying properties
September 30, 2014
 
 
 
 
Current
685

$
96,445

$
161,438

$
168,946

30
98

10,080

17,485

19,072

60
46

6,593

9,560

10,208

90
2,608

410,583

663,560

629,706

Foreclosure
8,653

1,547,804

2,362,326

2,086,407

Mortgage loans
12,090

$
2,071,505

$
3,214,369

$
2,914,339

December 31, 2013
 
 
 
 
Current
238

$
31,649

$
60,051

$
52,506

30
26

2,087

4,492

3,763

60
23

3,376

5,683

4,738

90
1,555

245,024

419,836

355,451

Foreclosure
6,212

925,027

1,609,546

1,310,439

Mortgage Loans
8,054

$
1,207,163

$
2,099,608

$
1,726,897



14

(table of contents)

The following table sets forth the carrying value of Residential's re-performing mortgage loans held for sale, the related unpaid principal balance and market value of underlying properties by delinquency status as of September 30, 2014.
 
Number of loans
Carrying value
Unpaid principal balance
Market value of underlying properties
September 30, 2014
 
 
 
 
Current
818

$
136,814

$
194,861

$
257,491

30
23

2,587

3,867

4,114

60
7

1,062

1,552

1,703

90
24

2,734

4,066

4,436

Mortgage loans held for sale
872

$
143,197

$
204,346

$
267,744


The significant unobservable inputs used in the fair value measurement of Residential's mortgage loans are discount rates, forecasts of future home prices, alternate loan resolution probabilities, resolution timelines and the value of underlying properties. Significant changes in any of these inputs in isolation could result in a significant change to the fair value measurement. A decline in the discount rate in isolation would increase the fair value. A decrease in the housing pricing index in isolation would decrease the fair value. Individual loan characteristics such as location and value of underlying collateral affect the loan resolution probabilities and timelines. An increase in the loan resolution timeline in isolation would decrease the fair value. A decrease in the value of underlying properties in isolation would decrease the fair value. The following table sets forth quantitative information about the significant unobservable inputs used to measure the fair value of Residential's mortgage loans as of September 30, 2014 and December 31, 2013:
Input
September 30, 2014
December 31, 2013
Equity discount rate
15.0%
15.0%
Debt to asset ratio
65.0%
55.0%
Cost of funds
3.5% over 1 month LIBOR
3.5% over 1 month LIBOR
Annual change in home pricing index  
-0.2% to 7.6%
-0.3% to 7.6%
Loan resolution probabilities — modification
0% to 44.7%
0% to 22.3%
Loan resolution probabilities — rental
0% to 100.0%
0% to 100.0%
Loan resolution probabilities — liquidation
0% to 100.0%
0% to 100.0%
Loan resolution timelines (in years)
0.1 to 5.3
0.1 - 5.8
Value of underlying properties
$3,000 - $6,450,000
$3,000 - $3,550,000

5. Borrowings

Repurchase Agreements

Residential's operating partnership and certain of its Delaware Statutory Trust subsidiaries, as applicable, have entered into master repurchase agreements with major financial institutions. The purpose of these repurchase agreements is to finance the acquisition and ownership of mortgage loans and REO properties in its portfolio. Residential has effective control of the assets associated with these agreements and therefore it has concluded these are financing arrangements. As of September 30, 2014, the weighted average annualized interest rate on borrowing under Residential's repurchase agreements was 3.05%, excluding amortization of deferred financing costs. The following table sets forth data with respect to Residential's repurchase agreements as of September 30, 2014 and December 31, 2013 ($ in thousands):

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(table of contents)

 
Maximum borrowing capacity
Book value of collateral
Amount outstanding
September 30, 2014
 
 
 
Repurchase agreement due April 20, 2015 (1)
$
375,000

$
655,739

$
374,982

Repurchase agreement due March 23, 2015
1,030,000

1,076,441

669,452

Repurchase agreement due March 11, 2016
250,000

414,889

213,894

 
$
1,655,000

$
2,147,069

$
1,258,328

December 31, 2013
 
 
 
Repurchase agreement due April 21, 2014
$
100,000

$
166,350

$
85,364

Repurchase agreement due March 23, 2015
400,000

634,234

398,602

Repurchase agreement due March 11, 2016
250,000

205,328

118,416

 
$
750,000

$
1,005,912

$
602,382

_____________
(1)
The aggregate borrowing capacity under the repurchase agreement reverts to $200.0 million after December 10, 2014.

Under the terms of each repurchase agreements, as collateral for the funds Residential draws thereunder, subject to certain conditions, Residential's operating partnership will sell to the applicable lender equity interests in its Delaware statutory trust subsidiaries that owns the applicable underlying assets on its behalf, or the trust will directly sell such underlying mortgage assets. In the event the lender determines the value of the collateral has decreased, the lender has the right to initiate a margin call and require Residential, or the applicable trust subsidiary, to post additional collateral or to repay a portion of the outstanding borrowings. The price paid by the lender for each mortgage asset Residential finances under the repurchase agreements is based on a percentage of the market value of the mortgage asset and may depend on its delinquency status. With respect to funds drawn under the repurchase agreements, Residential's operating partnership is required to pay the lender interest based on LIBOR or at the lender's cost of funds plus a spread calculated based on the type of applicable mortgage assets collateralizing the funding, as well as certain other customary fees, administrative costs and expenses to maintain and administer the repurchase agreements. Residential does not collateralize any of its repurchase facilities with cash.

The repurchase agreements require Residential to maintain various financial and other covenants, including maintaining a minimum adjusted tangible net worth, a maximum ratio of indebtedness to adjusted tangible net worth and specified levels of unrestricted cash. In addition, the repurchase agreements contain customary events of default. Residential is restricted by the terms of its repurchase agreements from paying dividends greater than its REIT taxable income in a calendar year.

Residential is currently in compliance with the covenants and other requirements with respect to its repurchase agreements. We monitor Residential's banking partners' ability to perform under the repurchase agreements and have concluded there is currently no reason to doubt that they will continue to perform under the repurchase agreements as contractually obligated.

Other Secured Debt

On September 25, 2014, Residential completed a securitization transaction in which ARLP 2014-1 issued $150.0 million in Class A Notes with a weighted yield of approximately 3.5% and $32.0 million in Class M Notes with a weighted yield of 4.25%. The Class A Notes and the Class M Notes are secured solely by the non-performing mortgage loans of ARLP 2014-1 and not by any of Residential's other assets. The assets of ARLP 2014-1 are the only source of repayment and interest on the Class A Notes and the Class M Notes. The Class A Notes and the Class M Notes mature on September 25, 2044, and Residential does not guaranty any of the obligations of ARLP 2014-1 under the terms of the Indenture governing the notes or otherwise. As of September 30, 2014, the book value of the underlying securitized assets held by ARLP 2014-1 was $211.3 million.

Residential retained all of the Class M Notes in its TRS. On September 30, 2014, pursuant to a master repurchase agreement, the TRS sold $15.0 million of the Class M Notes to NewSource for a purchase price of $15.0 million. The master repurchase agreement requires the TRS to repurchase the Class M Notes from NewSource at a 5.0% yield on December 28, 2014, with the parties having the option to extend the master repurchase agreement for an additional 89 day period. In no event can the master repurchase agreement be extended beyond September 29, 2015.


16

(table of contents)

The following table sets forth data with respect to these notes as of September 30, 2014 ($ in thousands):
 
Interest Rate
September 30, 2014
ARLP Securitization Trust, Series 2014-1
 
 
ARLP 2014-1 Class A Notes due September 25, 2044(1)
3.4747
%
$
150,000

ARLP 2014-1 Class M Notes due September 25, 2044(2)
4.25
%
32,000

ARNS, Inc.
 
 
Securities sold under agreement to repurchase due December 28, 2014
5.00
%
15,000

Elimination of intercompany debt
 
(47,000
)
Total
 
$
150,000

_____________
(1)
The expected redemption date for the Class A Notes is September 25, 2017.
(2)
The expected redemption date for the Class M Notes is September 25, 2018.

6. Commitments and Contingencies

Litigation, claims and assessments

We are not currently the subject of any material legal or regulatory proceedings, and no material legal or regulatory proceedings have been threatened against us.


17

(table of contents)

7. Related party transactions

Our Consolidated Statements of Operations included the following significant related party transactions ($ in thousands):
 
Three months ended September 30, 2014
Nine months ended September 30, 2014
Counter-party
Consolidated Statements of Operations location
2014
 
 
 
 
Residential property operating expenses
$
7,038

$
11,238

Ocwen/Altisource
Residential property operating expenses
Mortgage loan servicing costs
22,173

47,605

Ocwen
Mortgage loan servicing costs
Due diligence and unsuccessful deal costs
4

1,770

Altisource
Related party general and administrative expenses
Office and occupancy costs
91

234

Ocwen/Altisource
Related party general and administrative expenses
Salaries and benefits
485

1,614

Ocwen/Altisource
Related party general and administrative expenses
Expense reimbursements
1,801

5,580

Residential/NewSource
Net loss (income) attributable to noncontrolling interest in consolidated affiliate
Management incentive fee
19,503

44,129

Residential
Net loss (income) attributable to noncontrolling interest in consolidated affiliate
 
Three months ended September 30, 2013
Nine months ended September 30, 2013
Counter-party
Consolidated Statements of Operations location
2013
 
 
 
 
Residential property operating expenses
$
138

$
246

Ocwen/Altisource
Residential property operating expenses
Mortgage loan servicing costs
2,134

3,335

Ocwen
Mortgage loan servicing costs
Due diligence and unsuccessful deal costs
651

1,004

Altisource
Related party general and administrative expenses
Office and occupancy costs
74

153

Ocwen
Related party general and administrative expenses
Expense reimbursements
1,307

3,371

Residential/NewSource
Net loss (income) attributable to noncontrolling interest in consolidated affiliate
Management incentive fee
51

51

Residential
Net loss (income) attributable to noncontrolling interest in consolidated affiliate

On September 30, 2014, pursuant to a master repurchase agreement, Residential's TRS sold $15.0 million of the Class M Notes to NewSource for a purchase price of $15.0 million. The master repurchase agreement requires the TRS to repurchase the Class M Notes from NewSource at a 5.0% yield on December 28, 2014, with the parties having the option to extend the master repurchase agreement for an additional 89 day period. In no event can the master repurchase agreement be extended beyond September 29, 2015.

During the nine months ended September 30, 2013, Residential acquired a portfolio from Ocwen Financial Corporation ("Ocwen") of non-performing first lien residential mortgage loans having aggregate market value of underlying properties of $94 million. The aggregate purchase price for this portfolio was $64 million.

8. Share-based payments

During the nine months ended September 30, 2014 and 2013, we granted 8,765 and 32,197 shares, respectively, of market-based restricted stock to certain members of executive management under our 2012 Equity Incentive Plan with a weighted average grant date fair value per share of $791.27 and $63.98, respectively.

Our directors each receive annual grants of restricted stock equal to $45,000 based on the market value of our common stock at the time of the annual stockholders meeting. This restricted stock vests and is issued after a one-year service period subject to each director attending at least 75% of the Board and committee meetings. No dividends are paid on the shares until the award is issued. During the nine months ended September 30, 2014 and 2013, we granted 205 and 1,470 shares of stock, respectively,

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pursuant to our 2013 Director Equity Plan with a weighted average grant date fair value per share of $1,090.26 and $205.27, respectively.

We recorded $1.6 million and $4.3 million of compensation expense related to these grants for the three and nine months ended September 30, 2014, respectively, and recorded $2.1 million and $3.4 million for the three and nine months ended September 30, 2013, respectively. As of September 30, 2014 and 2013, we had an aggregate $19.6 million and $15.0 million, respectively, of total unrecognized share-based compensation cost to be recognized over a weighted average remaining estimated term of 2.83 years and 3.25 years, respectively.

9. Income taxes

We are domiciled in the United States Virgin Islands ("USVI") and under current USVI law are obligated to pay taxes in the United States Virgin Islands on income and/or capital gains. We applied for tax benefits from the United States Virgin Islands Economic Development Commission and received our certificate of benefits, effective as of February 1, 2013. Under the certificate of benefits, so long as we comply with the provisions of the certificate, we will receive a 90% exemption on our USVI sourced income taxes until 2043. NewSource is considered a controlled foreign corporation ("CFC") to AAMC. CFC Subpart F income generated is taxed currently in the USVI and does not receive the reduced tax rate under the certificate of benefits.

As of September 30, 2014 and 2013, neither Residential nor we accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense or penalty recognized during the nine months ended September 30, 2014 and 2013. Residential recorded nominal state and local tax expense on income and property for the three and nine months ended September 30, 2014. Our subsidiaries and we remain subject to tax examination for the period from inception to December 31, 2013.

10. Earnings per share

The following table sets forth the components of diluted earnings per share (in thousands, except share and per share amounts):

 
Three months ended September 30, 2014
 
Three months ended September 30, 2013
 
Nine months ended September 30, 2014
 
Nine months ended September 30, 2013
Numerator
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
17,698

 
$
(2,557
)
 
$
37,756

 
$
(4,896
)
 
 
 
 
 
 
 
 
Denominator
 
 
 
 
 
 
 
Weighted average common stock outstanding – basic
2,238,225

 
2,348,040

 
2,286,451

 
2,344,923

Stock options using treasury method
244,543

 

 
256,203

 

Restricted stock
148,849

 

 
167,393

 

Preferred shares if converted
200,000

 

 
143,704

 

Weighted average common stock outstanding – diluted
2,831,617

 
2,348,040

 
2,853,751

 
2,344,923

 
 
 
 
 
 
 
 
Earnings (loss) per basic share
$
7.91

 
$
(1.09
)
 
$
16.51

 
$
(2.09
)
Earnings (loss) per diluted share
$
6.25

 
$
(1.09
)
 
$
13.23

 
$
(2.09
)

Because we incurred a net loss attributable to common stockholders for the three and nine months ended September 30, 2013, basic and diluted earnings per share are equivalent for the period. For the three and nine months ended September 30, 2013, there were 284,597 and 288,245 stock options, respectively, and 224,944 units of restricted stock excluded from the calculation of diluted earnings per share because inclusion would have been anti-dilutive.

11. Segment information


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Our primary business is to provide asset management and certain corporate governance services to Residential. Residential's primary business is the acquisition and ownership of single-family rental assets. Residential's primary sourcing strategy is to acquire these assets by purchasing sub-performing and non-performing mortgage loans. As a result, we operate in a single segment focused on the management of Residential's resolution of sub-performing and non-performing mortgages with the intent to modify as many loans as possible to keep borrowers in their homes or own the collateral which is suitable as long-term rental properties.

12. Subsequent events

Sale of Re-performing Mortgage Loans

In October 2014, Residential sold an aggregate of 934 re-performing loans for an aggregate purchase price of $164 million. Of the 934 loans sold in this transaction, 770 were from the re-performing loan pool Residential purchased in the second quarter of 2014 and 164 were from prior NPL acquisitions that had transitioned to re-performing status and had a clean pay history of at least six months. The gain on purchase price for the 770 loans Residential purchased in the second quarter of 2014 was 2%, and the gain on purchase price for the remaining 164 re-performing loans was 28%. Following such payment, the total outstanding borrowings under Residential's repurchase agreements was reduced from $1.3 billion to $1.1 billion.

Completed Portfolio Acquisition

On October 24, 2014, Residential acquired a portfolio of 159 first lien residential mortgage loans, substantially all of which were non-performing, and REO properties, having an aggregate UPB of $42.8 million and an aggregate market value of properties of $31.6 million for an aggregate purchase price of $21.0 million. This transaction represented the second closing of the portfolio of 915 non-performing mortgage loans and REO properties that Residential had agreed to purchase in the second quarter of 2014.


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Item 2. Management's discussion and analysis of financial condition and results of operations

Overview

Our primary business is to provide asset management and certain corporate governance services to Residential and NewSource. In October 2013, we applied for and were granted registration by the SEC as a registered investment adviser under section 203(c) of the Investment Advisers Act of 1940.

We have a capital light operating strategy. Residential is currently our primary source of revenue and will drive our results. The asset management agreement with Residential entitles us to “incentive management fees,” that give us a share of Residential’s cash flow available for distribution to its stockholders, as well as reimbursement for certain overhead and operating expenses. Accordingly, our operating results are highly dependent on Residential's ability to achieve positive operating results.

On March 18, 2014, we closed a private placement for the issuance and sale of 250,000 shares of our Series A Convertible Preferred Stock, to Luxor Capital Group, LP, a New York based investment manager, and other institutional investors for proceeds of $250.0 million. We used substantially all of the proceeds from this transaction to repurchase shares of our common stock and for other corporate purposes. In the future we may use excess cash generated from operations to repurchase shares of our common stock when trading at attractive prices. Such stock repurchases may be made in the open market, block trades or privately-negotiated transactions. In connection with the foregoing, the Company's Board of Directors has approved a share repurchase program that authorizes us to repurchase up to $300.0 million in shares of our common stock.

We have concluded that Residential is a variable interest entity because Residential’s equity holders lack the ability through voting rights to make decisions about Residential’s activities that have a significant effect on the success of Residential. We have also concluded that we are the primary beneficiary of Residential’s financial condition and results of operations because under the Residential asset management agreement we have the power to direct the activities of Residential that most significantly impact Residential’s economic performance including establishing Residential’s investment and business strategy. As a result, we consolidate Residential’s financial results in our consolidated financial statements.

Additionally, we provide management services to NewSource. On December 2, 2013, NewSource became registered as a licensed reinsurer with the BMA. Because we own 100% of voting common stock of NewSource and there are no substantive kick-out rights granted to other equity owners, we consolidate NewSource in our consolidated financial statements.

Since Residential has commenced operations, we have advised Residential and conducted portfolio analysis and the bidding process to facilitate the acquisition and growth of Residential’s portfolio of residential mortgage loans as follows:

During the nine months ended September 30, 2014, Residential completed the acquisition of an aggregate of 7,086 residential mortgage loans, substantially all of which were non-performing, and 190 REO properties having an aggregate unpaid principal balance (“UPB”) of approximately $1.9 billion and an aggregate market value of underlying properties of $1.7 billion. The aggregate purchase price for these acquisitions was $1.1 billion. During the quarter ended September 30, 2014, Residential agreed to acquire an aggregate of 246 residential mortgage loans, substantially all of which are non-performing, with an aggregate market value of underlying properties of $29.7 million. There can be no assurance that Residential will complete this transaction in whole or in part on a timely basis or at all.

On June 27, 2014, Residential acquired 879 re-performing mortgage loans with an aggregate market value of underlying properties of $271.1 million for an aggregate purchase price of $144.6 million. During October 2014, Residential sold 770 of these re-performing mortgage loans. See Note 12 - "Subsequent events" for information on our dispositions of re-performing loans subsequent to September 30, 2014.

In 2013, Residential acquired portfolios consisting of an aggregate of 8,491 residential mortgage loans and 40 REO properties, substantially all of which were non-performing, having an aggregate UPB of approximately $2.2 billion and an aggregate market value of underlying properties of $1.8 billion. The aggregate purchase price for these portfolios was $1.2 billion.

During 2013 and the nine months ended September 30, 2014, Residential modified an aggregate of 451 mortgage loans, converted an aggregate of 2,860 mortgage loans into REO properties and disposed of an aggregate of 627 mortgage loans through short sale, refinancing or other liquidation events.

Following the above-referenced transactions, as of September 30, 2014, Residential's portfolio consisted of 12,090 residential mortgage loans, substantially all of which were non-performing, having an aggregate UPB of approximately $3.2 billion and an

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aggregate market value of underlying properties of $2.9 billion. Residential also owned 2,984 REO properties with an aggregate carrying value of $460.1 million, of which 2,660 were held for use and 324 were held for sale. Of the 2,660 REO properties held for use, 216 REO properties had been rented and were occupied by tenants, 90 were being listed for rent and 270 were in varying stages of renovation. With respect to the remaining 2,084 REO properties held for use, Residential will make a final determination whether each property meets its rental profile after (a) applicable state redemption periods have expired, (b) the foreclosure sale has been ratified, (c) Residential has recorded the deed for the property, (d) utilities have been activated and (e) Residential has secured access for interior inspection. Residential also owned 872 re-performing mortgage loans held for sale having an aggregate UPB of approximately $204.3 million and an aggregate market value of underlying properties of approximately $267.7 million as of September 30, 2014.

To date, Residential has acquired its non-performing and re-performing mortgage loans through direct acquisitions from institutions such as banks, HUD and private equity funds.

NewSource has generated approximately $2.0 million of title reinsurance premiums for the nine months ended September 30, 2014. We expect to further expand the geographic scope of NewSource’s title reinsurance activities in the coming quarters in seeking to grow NewSource’s business opportunities.

Observations on Current Market Opportunities

We believe there is currently a significant market opportunity to acquire single-family rental properties through the distressed loan channel and expect the supply of non-performing loans, sub-performing loans, properties in foreclosure and REO to remain steady over the next several years as banks and other mortgage lenders seek to dispose of their distressed inventories. We continue to see substantial volumes of distressed residential mortgage loan portfolios offered for sale by banks, HUD and private equity funds, among others. We believe that the distressed loan channel gives Residential a cost advantage over other acquisition channels such as foreclosure auctions and REO acquisitions, involves less competition and positions Residential to be selected as the buyer of diverse portfolios of such loans since Residential is not geographically constrained. Residential’s preferred resolution methodology is to modify the sub-performing and non-performing loans. We believe modification followed by refinancing generates near-term cash flows, provides the highest possible economic outcome for Residential and is a socially responsible business strategy because it keeps more families in their homes.

Metrics Affecting Our Consolidated Results

As described above, our operating results depend heavily on Residential’s operating results. Residential’s results are affected by various factors, some of which are beyond our control, including the following:

Revenues

Residential’s revenues primarily consist of the following:

i.
Net realized gain on mortgage loans. Residential records net realized gains, including the reclassification of previously accumulated net unrealized gains, upon the liquidation of a loan which may consist of short sale, third party sale of the underlying property, refinancing or full debt pay-off of the loan. We expect the timeline to liquidate loans will vary significantly by loan, which could result in fluctuations in revenue recognition and operating performance from period to period. Additionally, the proceeds from loan liquidations may vary significantly depending on the resolution methodology. Residential generally expects to collect proceeds of loan liquidations in cash and, thereafter, have no continuing involvement with the asset.

ii.
Net unrealized gains from the conversion of loans to REO. Upon conversion of loans to REO, Residential marks the properties to the most recent market value (less estimated selling costs in the case of REO properties held for sale). The difference between the carrying value of the asset at the time of conversion and the most recent market value, based on BPOs, is recorded in Residential's statement of operations as net unrealized gain on mortgage loans. We expect the timeline to convert acquired loans into REO will vary significantly by loan, which could result in fluctuations in Residential's revenue recognition and its operating performance from period to period. The factors that may affect the timelines to foreclose upon a residential mortgage loan include, without limitation, state foreclosure timelines and deferrals associated therewith; unauthorized parties occupying the property; federal, state or local legislative action or initiatives designed to provide homeowners with assistance in avoiding residential mortgage loan foreclosures and continued declines in real estate values and/or sustained high levels of unemployment that increase

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the number of foreclosures and which place additional pressure and/or delays on the already overburdened judicial and administrative proceedings.

iii.
Net unrealized gains from the change in fair value of loans. After Residential's sub-performing and non-performing mortgage loans are acquired, the fair value of each loan is adjusted in each subsequent reporting period as the loan proceeds to a particular resolution (i.e., modification, or conversion to real estate owned). As a loan approaches resolution, the resolution timeline for that loan decreases and costs embedded in the discounted cash flow model for loan servicing, foreclosure costs and property insurance are incurred and removed from future expenses. The shorter resolution timelines and reduced future expenses each increase the fair value of the loan. The increase in the value of the loan is recognized in net unrealized gain on mortgage loans in our consolidated statements of operations. The exact nature of resolution will be dependent on a number of factors that are beyond our control, including borrower willingness to pay, property value, availability of refinancing, interest rates, conditions in the financial markets, the regulatory environment and other factors.

As a greater number of Residential’s REO properties are renovated and deemed suitable for rental, we expect a greater portion of its revenues will be rental revenues. We believe the key variables that will affect Residential’s rental revenues over the long term will be average occupancy and rental rates. We anticipate that a majority of Residential’s leases of single-family rental properties to tenants will be for a term of two years or less. As these leases permit the residents to leave at the end of the lease term without penalty, we anticipate Residential’s rental revenues will be affected by declines in market rents more quickly than if its leases were for longer terms. Short-term leases may result in high turnover, which involves expenses such as renovation costs and leasing expenses, or reduced rental revenues.

Although Residential seeks to lease the majority of REO properties it acquires on foreclosure, it may also sell the properties that do not meet its rental investment criteria. The real estate market and home prices will determine proceeds from any sale of real estate. In addition, while we seek to track real estate price trends and estimate the effects of those trends on the valuations of Residential’s portfolios of residential mortgage loans, future real estate values are subject to influences beyond our control.

Expenses

Residential’s expenses primarily consist of loan servicing fees and advances, rental property operating expenses, depreciation and amortization, general and administrative expenses, expense reimbursement, incentive management fees and interest expense. From time to time, expenses also may include impairments of assets. Mortgage loan servicing costs are primarily for servicing fees, foreclosure fee and advances of residential property insurance and HOA dues. Rental property operating expenses are expenses associated with Residential’s ownership and operation of rental properties including expenses such as Altisource’s inspection, property preservation and renovation fees, property management fees, utility expenses on vacant properties, turnover costs, property taxes, insurance and HOA dues. Depreciation and amortization is a non-cash expense associated with the ownership of real estate and generally remains relatively consistent each year in relation to Residential’s asset levels since it depreciate its properties on a straight-line basis over a fixed life. Interest expense consists of the costs to borrow money in connection with Residential’s debt financing of its portfolios. General and administrative expenses consist of the costs related to the general operation and overall administration of Residential's and our business. Expense reimbursement consists primarily of our employee salaries in direct correlation to the services they provide on Residential’s behalf and other personnel costs and corporate overhead. We are not reimbursed by Residential for certain general and administrative expenses pertaining to stock-based compensation and our expenditures that are not for the benefit of Residential. The incentive management fees consist of compensation due to us, based on the amount of cash available for distribution to Residential’s stockholders for each period. The expense reimbursement and incentive management fee are eliminated in consolidation but increase our net income by reducing the amount of net income attributable to noncontrolling interest.

Other factors affecting our consolidated results

We expect Residential’s results of operations to be affected by various additional factors, many of which are beyond our control, including the following:

Acquisitions

Residential’s operating results will depend on our ability to source sub-performing and non-performing loans, as well as other residential mortgage loans and REO property assets. We believe that there is currently a large supply of sub-performing and non-performing mortgage loans available to Residential for acquisition. We believe the available supply provides for a steady acquisition pipeline of assets since we plan on targeting just a small percentage of the population.

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Generally, we expect that Residential’s mortgage loan portfolio may grow at an uneven pace, as opportunities to acquire distressed residential mortgage loans may be irregularly timed and may at times involve large portfolios of loans, and the timing and extent of Residential's success in acquiring such loans cannot be predicted. In addition, for any given portfolio of loans that we agree to acquire, we typically acquire fewer loans than originally expected, as certain loans may be resolved prior to the closing date or may fail to meet our diligence standards. The number of unacquired loans typically constitutes a relatively small portion of a particular portfolio. In some cases, the number of loans we do not acquire could be significant. In any case where we do not acquire the full portfolio, appropriate adjustments are made to the applicable purchase price.

Financing

Our ability to grow Residential’s business is dependent on the availability of adequate financing including additional equity financing, debt financing or both in order to meet Residential’s objectives. We intend to leverage Residential’s investments with debt, the level of which may vary based upon the particular characteristics of its portfolio and on market conditions. To the extent available at the relevant time, Residential’s financing sources may include bank credit facilities, warehouse lines of credit, structured financing arrangements and repurchase agreements, among others. We may also seek to raise additional capital for Residential through public or private offerings of debt or equity securities, depending upon market conditions. To qualify as a REIT under the Code, Residential will need to distribute at least 90% of its taxable income each year to its stockholders. This distribution requirement limits its ability to retain earnings and thereby replenish or increase capital to support its activities.

Residential’s taxable income is triggered primarily by material changes in the economic status of loans, such as a sale of the loan, modification of the loan from a non-performing status to a performing status or conversion of the loan to REO. We expect Residential to convert its taxable gains on REO dispositions and loan modifications within a short period of time to cash gains, which can be used to fund the distribution requirements from the corresponding taxable gains. Distribution requirements from the taxable gains on Residential’s remaining loans that it expects to convert to rental properties can be funded through a higher advance rate on the increased value when a property becomes rented.


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Resolution Activities
 
First quarter 2013
Second quarter 2013
Third quarter 2013
Nine months ended September 30, 2013
 
First quarter 2014
Second quarter 2014
Third quarter 2014
Nine months ended September 30, 2014
Mortgage Loans (1)
 
 
 
 
 
 
 
 
 
Beginning balance

673

1,332


 
8,054

11,509

12,070

8,054

Acquisitions
684

720

3,783

5,187

 
4,207

1,590

1,289

7,086

Dispositions
(10
)
(28
)
(54
)
(92
)
 
(116
)
(135
)
(165
)
(416
)
Mortgage loan conversions to REO
(1
)
(33
)
(43
)
(77
)
 
(637
)
(907
)
(1,113
)
(2,657
)
Reversions to mortgage loans (2)


2

2

 
1

13

9

23

Ending balance
673

1,332

5,020

5,020

 
11,509

12,070

12,090

12,090

 
 
 
 
 
 
 
 
 
 
Modifications

18

29

47

 
81

90

179

350

Loan reinstatements
4

10

6

20

 
19

30

64

113

 
 
 
 
 
 
 
 
 
 
Real Estate Owned
 
 
 
 
 
 
 
 
 
Beginning balance

7

40


 
262

896

1,958

262

Acquisitions
6


34

40

 

190


190

Dispositions


(1
)
(1
)
 
(2
)
(22
)
(78
)
(102
)
Mortgage loan conversions to REO
1

33

43

77

 
637

907

1,113

2,657

Reversions to mortgage loans


(2
)
(2
)
 
(1
)
(13
)
(9
)
(23
)
Ending balance
7

40

114

114

 
896

1,958

2,984

2,984

 
 
 
 
 
 
 
 
 
 
Leased

1

5

5

 
35

102

216

216

Renovations complete


6

6

 
17

40

90

90

Renovations in process

5

3

3

 
48

140

270

270

Evaluating strategy/held for sale
7

34

100

100

 
796

1,676

2,408

2,408

 
7

40

114

114

 
896

1,958

2,984

2,984

_____________
(1)
Excludes mortgage loans held for sale.
(2)
Subsequent to the foreclosure sale, we may be notified that the foreclosure sale was invalidated for certain reasons.

In addition, as of September 30, 2014, 197 of Residential's mortgage loans were on trial modification plans, compared to 291 mortgage loans on trial modification plans as of June 30, 2014.

Portfolio size

The size of Residential’s investment portfolio will also be a key revenue driver. Generally, as the size of Residential’s investment portfolio grows, the amount of revenue it expects to generate will increase. A growing investment portfolio, however, will drive increased expenses including possibly higher servicing fees to Ocwen, property management fees to Altisource and fees payable to AAMC. Residential may also incur additional interest expense if it incurs debt to finance the purchase of its assets.

Existing Portfolio
 
We advised Residential and conducted portfolio analysis and the bidding process to facilitate the acquisition and growth of Residential’s portfolio of residential mortgage loans as follows:

In 2013, Residential acquired portfolios consisting of an aggregate of 8,491 residential mortgage loans and 40 REO properties, substantially all of which were non-performing, having an aggregate UPB of approximately $2.2 billion and an aggregate market value of underlying properties of $1.8 billion. The aggregate purchase price for these portfolios was $1.2 billion.


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(table of contents)

During the nine months ended September 30, 2014, Residential completed the acquisition of an aggregate of 7,086 residential mortgage loans, substantially all of which were non-performing, and 190 REO properties having an aggregate unpaid principal balance (“UPB”) of approximately $1.9 billion and an aggregate market value of underlying properties of $1.7 billion. The aggregate purchase price for these acquisitions was $1.1 billion. During the quarter ended September 30, 2014, Residential agreed to acquire an aggregate of 246 residential mortgage loans, substantially all of which are non-performing, with an aggregate market value of underlying properties of $29.7 million.

During the nine months ended September 30, 2014 and the year ended December 31, 2013, Residential completed the acquisition of the following portfolios of non-performing residential mortgage loans.
 
Portfolios Acquired
Date acquired
Number of loans acquired
 
Fair value of underlying property (in millions)
UPB
Twelve months ended December 31, 2013
8,531

 
$
1,795.2

$
2,219.3

January 2, 2014
650

 
$
93.6

120.8

January 28, 2014
66

 
7.0

7.3

January 31, 2014
3,421

 
791.7

987.8

February 28, 2014
70

 
8.2

8.0

May 1, 2014
664

 
126.6

153.0

June 27, 2014
1,116

 
375.3

328.2

July 10, 2014
46

 
5.0

6.9

July 31, 2014
1,243

 
315.7

260.3

Totals
15,807

(1) 
$
3,518.3

$
4,091.6

_____________
(1)
Includes 40 REOs purchased in 2013 and 190 REOs purchased in May 2014. Excludes the portfolio of 879 re-performing loans acquired in June 2014.

Throughout this quarterly report, all unpaid principal balance and market value amounts for the portfolios Residential has acquired are provided as of the applicable “cut-off” date for each transaction unless otherwise indicated. We refer to the assets underlying Residential’s completed acquisitions of nonperforming loans through September 30, 2014 as Residential’s “Existing Portfolio.” As defined in this quarterly report, Residential's “Existing Portfolio” does not include the 872 re-performing mortgage loans having an aggregate UPB of approximately $204.3 million and an aggregate market value of underlying properties of approximately $267.7 million as of September 30, 2014, which are considered “Mortgage loans held for sale.”

Residential’s sub-performing and non-performing mortgage loans become REO properties when it has obtained legal title to the property upon completion of the foreclosure. Additionally, some of the portfolios Residential purchases may, from time to time, contain a small number of residential mortgage loans that have already been converted to REO.

As of September 30, 2014, Residential had 2,984 REO properties, consisting of 2,660 REO properties held for use and 324 held for sale. Of the 2,660 REO properties held for use, 216 properties had been rented and were occupied by tenants, 90 were being listed for rent and 270 were in varying stages of renovation. With respect to the remaining 2,084 REO properties held for use, Residential will make a final determination whether each property meets its rental profile after (a) applicable state redemption periods have expired, (b) the foreclosure sale has been ratified, (c) Residential has recorded the deed for the property, (d) utilities have been activated and (e) Residential has secured access for interior inspection. A majority of the REO properties are subject to state regulations which require Residential to await the expiration of a redemption period before a foreclosure can be finalized. Residential includes these redemption periods in its pricing which generally reduces the price Residential pays for the mortgage loans. Once the redemption period expires, Residential immediately proceeds to record the new deed, take possession of the property, activate utilities, and start the inspection process in order to make its final determination. If an REO property meets Residential’s rental investment criteria, Residential determines the extent of renovations that are needed to generate an optimal rent and maintain consistency of renovation specifications for future branding. If it is determined that the REO property will not meet Residential’s rental investment criteria, the property is listed for sale, in some instances after renovations are made to optimize the sale proceeds. As of September 30, 2013, Residential had 100 REO properties held for use. Of these properties, five had been rented, six were being listed for rent and three were in various stages of renovation. With respect to the remaining 86 REO properties at September 30, 2013, Residential was in the process of determining whether these properties would meet its rental profile. Additionally, 14 REO properties owned as of September 30, 2013 were held for sale.

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The following table sets forth a summary of Residential's REO properties as of September 30, 2014 ($ in thousands):
State / District
Number of properties
Carrying value (1)
Weighted average age (2)
Alabama
21

$
3,737

20

Alaska
1

185

28

Arizona
55

8,799

22

Arkansas
27

2,785

28

California
324

96,700

34

Colorado
21

3,932

30

Connecticut
14

2,547

48

Delaware
9

1,711

24

District of Columbia
1

244

103

Florida
509

77,710

23

Georgia
133

15,815

21

Hawaii
2

339

20

Idaho
5

508

31

Illinois
286

41,967

43

Indiana
134

14,287

34

Iowa
5

319

61

Kansas
26

2,277

44

Kentucky
42

5,043

32

Louisiana
19

1,991

28

Maine
8

1,207

120

Maryland
47

8,523

32

Massachusetts
27

5,458

84

Michigan
81

10,033

44

Minnesota
52

8,275

38

Mississippi
5

465

31

Missouri
63

5,895

43

Montana
2

255

35

Nebraska
4

937

33

Nevada
18

2,910

19

New Hampshire
7

1,085

34

New Jersey
38

6,629

64

New Mexico
28

3,232

24

New York
28

4,604

67

North Carolina
242

29,552

18

Ohio
112

11,879

45

Oklahoma
20

2,199

27

Oregon
5

868

37

Pennsylvania
125

16,431

51

Rhode Island
35

4,533

68

South Carolina
58

6,482

21

South Dakota
2

295

52

Tennessee
67

8,451

24

Texas
58

7,127

24

Utah
37

5,876

32

Vermont
3

561

140

Virginia
25

6,023

32

Washington
15

3,106

36

West Virginia
3

660

26

Wisconsin
134

15,331

49

Wyoming
1

$
275

21

Total
2,984

$
460,053

34


27


(table of contents)

_____________
(1)
The carrying value of an asset is based on historical cost which generally consists of the market value at the time of foreclosure sale plus renovation costs, net of any accumulated depreciation.
(2)
Weighted average age is based on the age weighted by carrying value for each state.

The remainder of Residential’s Existing Portfolio consists of a diversified pool of sub-performing and non-performing residential mortgage loans with the underlying properties located across the United States. The aggregate purchase price of Residential’s Existing Portfolio for acquisitions completed through September 30, 2014 was 67% of the aggregate market value, as determined by the most recent BPO provided by the applicable seller for each property in the respective portfolio as of its cut-off date. We cannot assure you that the BPOs accurately reflected the actual market value of the related property at the purported time or accurately reflect such market value today.

As of September 30, 2014 the aggregate carrying value of Residential's Existing Portfolio was $2.1 billion. The carrying value of an asset is based on our fair value model. The significant unobservable inputs used in the fair value measurement of Residential's mortgage loans are discount rates, forecasts of future home prices, alternate resolution probabilities and timelines. Significant changes in any of these inputs in isolation could result in a significant change to the fair value measurement. For a more complete description of the fair value measurements and the factors that may significantly affect the carrying value of Residential's assets, please see Note 4 to our consolidated financial statements.

The table below provides a summary of the sub-performing and non-performing residential mortgage loans in Residential’s Existing Portfolio based on the respective UPB and respective market values of underlying properties as of September 30, 2014 ($ in thousands):
Location
Loan count
UPB
Market value of underlying properties (1)
Weighted average market LTV (2)
Alabama
62

$
8,899

$
7,776

176.3
%
Alaska
3

672

1,108

62.3
%
Arizona
209

54,554

47,899

125.8
%
Arkansas
74

6,448

6,900

116.3
%
California
1605

734,017

743,737

111.9
%
Colorado
68

19,395

19,098

109.0
%
Connecticut
150

45,389

41,551

141.9
%
Delaware
58

11,297

9,769

129.9
%
Dist. of Columbia
67

17,687

20,089

110.6
%
Florida
2306

553,973

441,677

147.6
%
Georgia
306

55,424

46,915

142.7
%
Hawaii
55

29,067

29,402

107.4
%
Idaho
37

8,434

7,861

128.1
%
Illinois
457

111,801

85,165

199.4
%
Indiana
280

34,620

33,120

122.5
%
Iowa
27

2,348

2,479

105.5
%
Kansas
27

2,807

3,172

115.6
%
Kentucky
62

7,301

6,572

122.3
%
Louisiana
31

5,093

5,342

110.7
%
Maine
38

6,808

6,419

119.9
%
Maryland
664

178,918

145,040

146.7
%
Massachusetts
292

79,317

78,266

118.5
%
Michigan
109

15,693

14,233

182.2
%
Minnesota
64

14,119

12,529

129.7
%
Mississippi
31

3,673

3,378

128.1
%
Missouri
98

10,182

8,582

166.7
%
Montana
6

1,337

1,436

101.2
%

28


(table of contents)

Nebraska
8

812

717

117.4
%
Nevada
239

74,476

57,634

148.0
%
New Hampshire
20

4,623

4,705

108.6
%
New Jersey
1079

323,214

254,047

158.7
%
New Mexico
127

18,406

18,494

109.5
%
New York
749

255,877

257,824

130.4
%
North Carolina
269

38,092

34,614

125.1
%
North Dakota
1