aamcform8k2q2015earn


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


 

FORM 8-K


 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2015

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


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

36C Strand Street
Christiansted, United States Virgin Islands 00820
(Address of principal executive offices including zip code)

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

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

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

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

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

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

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


 


Item 2.02 Results of Operations and Financial Condition
 
On August 10, 2015, Altisource Asset Management Corporation issued a press release announcing financial results for its quarter ended June 30, 2015.  A copy of the press release is attached hereto as Exhibit 99.1.
 
The information in this Item 2.02, including the information in Exhibit 99.1, is furnished solely pursuant to Item 2.02 of this Form 8-K.  Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section.  It may only be incorporated by reference in another filing under the





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

Exhibit No.
 
Description
Exhibit 99.1
 
Press Release of Altisource Asset Management Corporation dated August 10, 2015





SIGNATURES

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


 
 
Altisource Asset Management Corporation
August 10, 2015
By:
/s/ Stephen H. Gray
 
 
Stephen H. Gray
General Counsel and Secretary



991aamc2q2015earnings


Exhibit 99.1


FOR IMMEDIATE RELEASE
 
 
FOR FURTHER INFORMATION CONTACT:
Robin N. Lowe
Chief Financial Officer
T: 1-345-815-9919
E: Robin.Lowe@AltisourceAMC.com 


Altisource Asset Management Corporation Reports Second Quarter 2015 Results

CHRISTIANSTED, U.S. Virgin Islands, August 10, 2015 (GLOBE NEWSWIRE) - Altisource Asset Management Corporation (“AAMC” or the “Company”) (NYSE MKT: AAMC) today announced financial and operating results for the second quarter of 2015.

Second Quarter 2015 Highlights:

Increased estimated taxable income for Altisource Residential Corporation (“Residential”) by 42% for the second quarter of 2015 compared to the second quarter of 2014.
Facilitated Residential’s declaration and payment of a $0.55 per share dividend.
Negotiated Residential’s agreement to purchase up to 1,325 single-family rental homes from Invitation Homes for an aggregate purchase price of $112.6 million. Transaction expected to close in August 2015.
Advised Residential on its completion of a third non-performing loan securitization in June 2015.
Transferred servicing of 4,342 of Residential’s loans with an aggregate UPB of $1.2 billion to its two new mortgage servicers.
Advised Residential on the sale of 189 re-performing mortgage loans for total proceeds of $34.6 million.
Initiated a program for Residential to acquire rental properties on a one-by-one basis using a proprietary valuation model. Expect to commence purchases in the third quarter of 2015.
Earned asset management fees of $5.4 million.

“In the second quarter of 2015, we took crucial steps to diversify Residential’s acquisition strategies to grow its single-family rental portfolio,” said Chairman and Chief Executive Officer George G. Ellison. “Although our asset management fees declined during the second quarter under the new asset management agreement, we believe the change in our fee structure with Residential promotes the long-term stability of both companies, aligns our incentives with Residential’s strategy of becoming a large single family rental home operator and better positions Residential for growth and improved returns. We believe this will enable AAMC to achieve stronger, more predictable fees in the future as Residential’s rental portfolio grows.”
 
Second Quarter 2015 Financial Results

Net income attributable to stockholders for the second quarter of 2015 totaled $0.7 million, or $0.27 per diluted share, compared to net income attributable to stockholders of $13.2 million, or $4.60 per diluted share, for the second quarter of 2014. Net income attributable to stockholders for the six months ended June 30, 2015 totaled $7.6 million, or $2.77 per diluted share, compared to net income attributable to stockholders of $20.1 million, or $7.00 per diluted share, for the six months ended June 30, 2014.






Webcast and conference call

The Company will host a webcast and conference call on Monday, August 10, 2015, at 10:00 a.m. Eastern Time to discuss its financial results for the second quarter of 2015. The conference call will be webcast live over the internet from the Company’s website at www.altisourceamc.com and can be accessed by clicking on the “Shareholders” link.

About AAMC

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

Forward-looking statements

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











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

 
Three months ended June 30, 2015
 
Three months ended June 30, 2014
 
Six months ended June 30, 2015
 
Six months ended June 30, 2014
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Rental revenues
$
2,140

 
$
181

 
$
3,540

 
$
250

Net unrealized gain on mortgage loans
42,209

 
105,042

 
103,343

 
170,172

Net realized gain on mortgage loans
19,272

 
10,819

 
34,654

 
20,140

Net realized gain on re-performing mortgage loans
254

 

 
405

 

Net realized gain on real estate
12,404

 
1,234

 
23,012

 
1,234

Interest income
240

 
81

 
480

 
189

Total revenues
76,519

 
117,357

 
165,434

 
191,985

Expenses:
 
 
 
 
 
 
 
Residential property operating expenses
16,857

 
3,253

 
29,316

 
4,303

Real estate depreciation and amortization
1,344

 
103

 
2,342

 
151

Real estate selling costs and impairment
8,839

 
2,879

 
23,530

 
3,233

Mortgage loan servicing costs
16,246

 
16,925

 
34,512

 
28,362

Interest expense
13,237

 
6,945

 
24,720

 
12,653

General and administrative
5,967

 
4,542

 
17,530

 
10,143

Related party general and administrative

 
2,675

 

 
3,598

Total expenses
62,490

 
37,322

 
131,950

 
62,443

Other income

 
786

 

 
786

Income before income taxes
14,029

 
80,821

 
33,484

 
130,328

Income tax expense (benefit)
194

 
(191
)
 
337

 
575

Net income
13,835

 
81,012

 
33,147

 
129,753

Net income attributable to noncontrolling interest in consolidated affiliate
(13,092
)
 
(67,782
)
 
(25,516
)
 
(109,695
)
Net income attributable to common stockholders
$
743

 
$
13,230

 
$
7,631

 
$
20,058

 
 
 
 
 
 
 
 
Earnings per share of common stock – basic:
 
 
 
 
 
 
 
Earnings per basic share
$
0.31

 
$
5.87

 
$
3.40

 
$
8.68

Weighted average common stock outstanding – basic
2,218,533

 
2,255,278

 
2,211,357

 
2,310,931

Earnings per share of common stock – diluted:
 
 
 
 
 
 
 
Earnings per diluted share
$
0.27

 
$
4.60

 
$
2.77

 
$
7.00

Weighted average common stock outstanding – diluted
2,746,955

 
2,874,906

 
2,752,322

 
2,865,185













Altisource Asset Management Corporation
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
 
June 30, 2015
 
December 31, 2014
Assets:
 
 
 
Real estate held for use:
 
 
 
Land (from consolidated VIE)
$
23,743

 
$
14,424

Rental residential properties (net of accumulated depreciation of $3,351 and $1,062, respectively - from consolidated VIE)
97,533

 
60,908

Real estate owned (from consolidated VIE)
548,137

 
457,045

Total real estate held for use, net
669,413

 
532,377

Real estate assets held for sale (from consolidated VIE)
134,027

 
92,230

Mortgage loans at fair value (from consolidated VIE)
1,716,489

 
1,959,044

Mortgage loans held for sale (from consolidated VIE)
5,977

 
12,535

Cash and cash equivalents (including from consolidated VIE $70,502 and $66,166, respectively)
145,897

 
116,782

Restricted cash (from consolidated VIE)
18,459

 
13,282

Accounts receivable (including from consolidated VIE $45,981 and $10,313, respectively)
45,981

 
11,068

Related party receivables (from consolidated VIE)

 
17,491

Deferred leasing and financing costs, net (from consolidated VIE)
8,605

 
4,251

Prepaid expenses and other assets (including from consolidated VIE $6,184 and $373, respectively)
7,554

 
1,638

Total assets
$
2,752,402

 
$
2,760,698

Liabilities:
 
 
 
Repurchase and loan and security agreements (from consolidated VIE)
$
810,236

 
$
1,015,000

Other secured borrowings (from consolidated VIE)
523,925

 
324,082

Accounts payable and accrued liabilities (including from consolidated VIE $54,247 and $11,678, respectively)
57,375

 
16,726

Related party payables (including from consolidated VIE $0 and $4,879, respectively)
0

 
6,169

Total liabilities
1,391,536

 
1,361,977

Commitments and contingencies

 

Redeemable preferred stock:
 
 
 
Preferred stock, $0.01 par value, 250,000 shares issued and outstanding as of June 30, 2015 and December 31, 2014; redemption value $250,000
249,030

 
248,927

Equity:
 
 
 
Common stock, $.01 par value, 5,000,000 authorized shares; 2,509,844 and 2,207,369 shares issued and outstanding, respectively as of June 30, 2015 and 2,452,101 and 2,188,136 shares issued and outstanding, respectively, as of December 31, 2014
25

 
25

Additional paid-in capital
17,106

 
14,152

Retained earnings
61,702

 
54,174

Treasury stock, at cost, 302,475 shares as of June 30, 2015 and 263,965 shares as of December 31, 2014
(252,072
)
 
(245,468
)
Total stockholders' equity
(173,239
)
 
(177,117
)
Noncontrolling interest in consolidated affiliate
1,285,075

 
1,326,911

Total equity
1,111,836

 
1,149,794

Total liabilities and equity
$
2,752,402

 
$
2,760,698








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

Altisource Asset Management Corporation
Consolidating Statement of Operations
Three months ended June 30, 2015
(In thousands)

 
 Residential (GAAP)
NewSource Stand-alone (Non-GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Revenues:
 
 
 
 
 
Rental revenues
$
2,140

$

$

$

$
2,140

Net unrealized gain on mortgage loans
42,209




42,209

Net realized gain on mortgage loans
19,272




19,272

Net realized gain on re-performing mortgage loans
254




254

Net realized gain on real estate
12,404




12,404

Interest income
240

161


(161
)
240

Conversion fee


399

(399
)

Base management fee


4,962

(4,962
)

Expense reimbursements





Total revenues
76,519

161

5,361

(5,522
)
76,519

Expenses:
 
 
 
 
 
Residential property operating expenses
16,857




16,857

Real estate depreciation and amortization
1,344




1,344

Real estate selling costs and impairment
8,839




8,839

Mortgage loan servicing costs
16,246




16,246

Interest expense
13,398



(161
)
13,237

General and administrative
1,569

43

4,355


5,967

Related party general and administrative
5,151

210


(5,361
)

Total expenses
63,404

253

4,355

(5,522
)
62,490

Income (loss) before income taxes
13,115

(92
)
1,006


14,029

Income tax expense
23


171


194

Net income (loss)
13,092

(92
)
835


13,835

Net income attributable to noncontrolling interest in consolidated affiliate



(13,092
)
(13,092
)
Net income (loss) attributable to common stockholders
$
13,092

$
(92
)
$
835

$
(13,092
)
$
743







Altisource Asset Management Corporation
Consolidating Statement of Operations
Six months ended June 30, 2015
(In thousands, unaudited)

 
 Residential (GAAP)
NewSource Stand-alone (Non-GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Revenues:
 
 
 
 
 
Rental revenues
$
3,540

$

$

$

$
3,540

Net unrealized gain on mortgage loans
103,343




103,343

Net realized gain on mortgage loans
34,654




34,654

Net realized gain on re-performing mortgage loans
405




405

Net realized gain on real estate
23,012




23,012

Interest income
480

321


(321
)
480

Conversion fee


399

(399
)

Base management fee


5,172

(5,172
)

Incentive management fee


14,900

(14,900
)

Expense reimbursements


750

(750
)

Total revenues
165,434

321

21,221

(21,542
)
165,434

Expenses:
 
 
 
 
 
Residential property operating expenses
29,316




29,316

Real estate depreciation and amortization
2,342




2,342

Real estate selling costs and impairment
23,530




23,530

Mortgage loan servicing costs
34,512




34,512

Interest expense
25,041



(321
)
24,720

General and administrative
6,350

118

11,062


17,530

Related party general and administrative
20,801

420

2,000

(23,221
)

Total expenses
141,892

538

13,062

(23,542
)
131,950

Other income
2,000



(2,000
)

Income (loss) before income taxes
25,542

(217
)
8,159


33,484

Income tax expense
26


311


337

Net income (loss)
25,516

(217
)
7,848


33,147

Net income attributable to noncontrolling interest in consolidated affiliate



(25,516
)
(25,516
)
Net income (loss) attributable to common stockholders
$
25,516

$
(217
)
$
7,848

$
(25,516
)
$
7,631








Altisource Asset Management Corporation
Consolidating Statement of Operations
Three months ended June 30, 2014
(In thousands)
 
 Residential (GAAP)
NewSource Stand-alone (Non-GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Revenues:
 
 
 
 
 
Rental revenues
$
181

$

$

$

$
181

Net unrealized gain on mortgage loans
105,042




105,042

Net realized gain on mortgage loans
10,819




10,819

Net realized gain on real estate
1,234




1,234

Interest income
81




81

Base management fee


210

(210
)

Incentive management fee


13,715

(13,715
)

Expense reimbursements


1,789

(1,789
)

Total revenues
117,357


15,714

(15,714
)
117,357

Expenses:
 
 
 
 
 
Residential property operating expenses
3,253




3,253

Real estate depreciation and amortization
103




103

Real estate selling costs and impairment
2,879




2,879

Mortgage loan servicing costs
16,925




16,925

Interest expense
6,945




6,945

General and administrative
2,808

65

1,669


4,542

Related party general and administrative
17,467

210

712

(15,714
)
2,675

Total expenses
50,380

275

2,381

(15,714
)
37,322

Other income
383

399

4


786

Income before income taxes
67,360

124

13,337


80,821

Income tax (benefit) expense
(422
)

231


(191
)
Net income
67,782

124

13,106


81,012

Net income attributable to noncontrolling interest in consolidated affiliate



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

$
124

$
13,106

$
(67,782
)
$
13,230







Altisource Asset Management Corporation
Consolidating Statement of Operations
Six months ended June 30, 2014
(In thousands)
 
 Residential (GAAP)
NewSource Stand-alone (Non-GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Revenues:
 
 
 
 
 
Rental revenues
$
250

$

$

$

$
250

Net unrealized gain on mortgage loans
170,172




170,172

Net realized gain on mortgage loans
20,140




20,140

Net realized gain on real estate
1,234




1,234

Interest income
189




189

Base management fee


521

(521
)

Incentive management fee


24,626

(24,626
)

Expense reimbursements


3,258

(3,258
)

Total revenues
191,985


28,405

(28,405
)
191,985

Expenses:
 
 
 
 
 
Residential property operating expenses
4,303




4,303

Real estate depreciation and amortization
151




151

Real estate selling costs and impairment
3,233




3,233

Mortgage loan servicing costs
28,362




28,362

Interest expense
12,653




12,653

General and administrative
3,846

95

6,202


10,143

Related party general and administrative
30,099

521

1,383

(28,405
)
3,598

Total expenses
82,647

616

7,585

(28,405
)
62,443

Other income
383

399

4


786

Income before income taxes
109,721

(217
)
20,824


130,328

Income tax expense
26


549


575

Net income (loss)
109,695

(217
)
20,275


129,753

Net income attributable to noncontrolling interest in consolidated affiliate



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

$
(217
)
$
20,275

$
(109,695
)
$
20,058










Altisource Asset Management Corporation
Consolidating Balance Sheet
June 30, 2015
(In thousands)
 
 Residential (GAAP)
NewSource stand-alone (Non-GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
 
 
 
 
 
 
Assets:
 
 
 
 
 
Real estate held for use:
 
 
 
 
 
Land
$
23,743

$

$

$

$
23,743

Rental residential properties, net
97,533




97,533

Real estate owned
548,137




548,137

Total real estate held for use, net
669,413




669,413

Real estate assets held for sale
134,027




134,027

Mortgage loans at fair value
1,716,489




1,716,489

Mortgage loans held for sale
5,977




5,977

Cash and cash equivalents
70,502

5,092

70,303


145,897

Restricted cash
18,459




18,459

Accounts receivable
45,981

485


(485
)
45,981

Related party receivables

14,991

6,524

(21,515
)

Investment in affiliate
18,000


2,000

(20,000
)

Deferred leasing and financing costs, net
8,605




8,605

Prepaid expenses and other assets
6,184

19

1,342

9

7,554

Total assets
$
2,693,637

$
20,587

$
80,169

$
(41,991
)
$
2,752,402

Liabilities:
 
 
 
 
 
Repurchase agreements
$
810,236

$

$

$

$
810,236

Other secured borrowings
538,916



(14,991
)
523,925

Accounts payable and accrued liabilities
54,247

1,619

1,994

(485
)
57,375

Related party payables
5,163

1,361


(6,524
)

Total liabilities
1,408,562

2,980

1,994

(22,000
)
1,391,536

Commitments and contingencies





Redeemable preferred stock


249,030


249,030

Equity:
 
 
 
 
 
Common stock
572


25

(572
)
25

Additional paid-in capital
1,227,246

20,000

17,106

(1,247,246
)
17,106

Retained earnings (accumulated deficit)
57,257

(2,393
)
64,086

(57,248
)
61,702

Treasury stock


(252,072
)

(252,072
)
Total stockholders' equity
1,285,075

17,607

(170,855
)
(1,305,066
)
(173,239
)
Noncontrolling interest in consolidated affiliate



1,285,075

1,285,075

Total equity
1,285,075

17,607

(170,855
)
(19,991
)
1,111,836

Total liabilities and equity
$
2,693,637

$
20,587

$
80,169

$
(41,991
)
$
2,752,402






Altisource Asset Management Corporation
Consolidating Balance Sheet
December 31, 2014
(In thousands)

 
 Residential (GAAP)
NewSource stand-alone (Non-GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Assets:
 
 
 
 
 
Real estate held for use:
 
 
 
 
 
Land
$
14,424

$

$

$

$
14,424

Rental residential properties, net
60,908




60,908

Real estate owned
457,045




457,045

Total real estate held for use, net
532,377




532,377

Real estate assets held for sale
92,230




92,230

Mortgage loans at fair value
1,959,044




1,959,044

Mortgage loans held for sale
12,535

 
 
 
12,535

Cash and cash equivalents
66,166

6,026

44,590


116,782

Restricted cash
13,282




13,282

Accounts receivable
10,313

919

1

(165
)
11,068

Related party receivables
17,491

14,991

28,512

(43,503
)
17,491

Investment in affiliate
18,000


2,000

(20,000
)

Deferred leasing and financing costs, net
4,251




4,251

Prepaid expenses and other assets
373

3

1,262


1,638

Total assets
$
2,726,062

$
21,939

$
76,365

$
(63,668
)
$
2,760,698

Liabilities:
 
 
 
 
 
Repurchase agreements
$
1,015,000

$

$

$

$
1,015,000

Other secured borrowings
339,082



(15,000
)
324,082

Accounts payable and accrued liabilities
11,678

3,173

2,040

(165
)
16,726

Related party payables
33,391

941

349

(28,512
)
6,169

Total liabilities
1,399,151

4,114

2,389

(43,677
)
1,361,977

Commitments and contingencies





Redeemable preferred stock


248,927


248,927

Equity:
 
 
 
 
 
Common stock
572


25

(572
)
25

Additional paid-in capital
1,227,091

20,000

14,152

(1,247,091
)
14,152

Retained earnings (accumulated deficit)
99,248

(2,175
)
56,340

(99,239
)
54,174

Treasury stock


(245,468
)

(245,468
)
Total stockholders' equity
1,326,911

17,825

(174,951
)
(1,346,902
)
(177,117
)
Noncontrolling interest in consolidated affiliate



1,326,911

1,326,911

Total equity
1,326,911

17,825

(174,951
)
(19,991
)
1,149,794

Total liabilities and equity
$
2,726,062

$
21,939

$
76,365

$
(63,668
)
$
2,760,698