8-K


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


 

FORM 8-K


 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 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 November 9, 2015, Altisource Asset Management Corporation issued a press release announcing financial results for its quarter ended September 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 November 9, 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
November 9, 2015
By:
/s/ Stephen H. Gray
 
 
Stephen H. Gray
General Counsel and Secretary



Exhibit


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 Third Quarter 2015 Results

CHRISTIANSTED, U.S. Virgin Islands, November 9, 2015 (GLOBE NEWSWIRE) - Altisource Asset Management Corporation (“AAMC” or the “Company”) (NYSE MKT: AAMC) today announced financial and operating results for the third quarter of 2015.

Third Quarter 2015 Highlights:

Increased the rental portfolio of Altisource Residential Corporation (“Residential”) to 2,516 homes as of September 30, 2015, including 2,105 rented properties, 156 properties listed for rent and 255 properties under leasehold renovation and unit turn, representing an increase of 156% over the 984 properties in the rental portfolio as of June 30, 2015.
Facilitated Residential's agreement to sell 871 non-performing loans at its balance sheet carrying value; unpaid principal balance (“UPB”) of loans to be sold is $346.9 million, or approximately 15% of the total UPB in Residential's loan portfolio; sale is expected to close in the fourth quarter.1
Advised Residential on the completion of its acquisition of 1,314 rental homes in Atlanta for an aggregate purchase price of $111.4 million.
Facilitated Residential’s declaration and payment of a $0.55 per share dividend.
Negotiated Residential’s amendment of its repurchase facility with Wells Fargo to extend the facility to September 2017, increase the funding capacity to $750.0 million and increase its ability to finance REO to 40% of the facility.
Earned asset management fees of $5.2 million.

“In the third quarter of 2015, we successfully implemented Residential's diversified acquisition strategy to substantially grow its single-family rental portfolio,” said Chairman and Chief Executive Officer George G. Ellison. “Although our asset management fees remained lower during the third quarter, we continue to believe the amended fee structure 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 the successful implementation of Residential's strategy will be an important factor in AAMC's future growth.”





_____________
1 Sale is subject to completion of due diligence and final negotiation of definitive purchase agreement. Final purchase price is expected to be in the range of 1-2% of Residential’s balance sheet carrying value for the loans.






Third Quarter 2015 Financial Results

Net loss attributable to stockholders for the third quarter of 2015 totaled $2.0 million, or $0.92 per diluted share, compared to net income attributable to stockholders of $17.7 million, or $6.25 per diluted share, for the third quarter of 2014. Net income attributable to stockholders for the nine months ended September 30, 2015 totaled $5.7 million, or $2.07 per diluted share, compared to net income attributable to stockholders of $37.8 million, or $13.23 per diluted share, for the nine months ended September 30, 2014.

Webcast and conference call

The Company will host a webcast and conference call on Monday, November 9, 2015, at 10:00 a.m. Eastern Time to discuss its financial results for the third 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 September 30, 2015
 
Three months ended September 30, 2014
 
Nine months ended September 30, 2015
 
Nine months ended September 30, 2014
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Rental revenues
$
4,021

 
$
469

 
$
7,561

 
$
719

Net unrealized gain on mortgage loans
27,499

 
88,726

 
130,842

 
258,898

Net realized gain on mortgage loans
12,874

 
13,727

 
47,528

 
33,867

Net realized gain on mortgage loans held for sale
100

 
302

 
505

 
302

Net realized gain on real estate
13,914

 
3,310

 
36,926

 
4,544

Interest income
115

 
2,568

 
595

 
2,757

Total revenues
58,523

 
109,102

 
223,957

 
301,087

Expenses:
 
 
 
 
 
 
 
Residential property operating expenses
16,574

 
9,247

 
45,890

 
13,550

Real estate depreciation and amortization
2,050

 
313

 
4,392

 
464

Real estate and mortgage loan selling costs and impairment
10,705

 
5,542

 
34,235

 
8,775

Mortgage loan servicing costs
13,477

 
21,226

 
47,989

 
49,588

Interest expense
14,194

 
11,699

 
38,914

 
24,352

General and administrative
8,935

 
5,435

 
26,465

 
15,578

Related party general and administrative

 
999

 

 
4,597

Total expenses
65,935

 
54,461

 
197,885

 
116,904

Other income

 
1,586

 

 
2,372

(Loss) income before income taxes
(7,412
)
 
56,227

 
26,072

 
186,555

Income tax (benefit) expense
(97
)
 
853

 
240

 
1,428

Net (loss) income
(7,315
)
 
55,374

 
25,832

 
185,127

Net loss (income) attributable to noncontrolling interest in consolidated affiliate
5,335

 
(37,676
)
 
(20,181
)
 
(147,371
)
Net (loss) income attributable to common stockholders
$
(1,980
)
 
$
17,698

 
$
5,651

 
$
37,756

 
 
 
 
 
 
 
 
(Loss) earnings per share of common stock – basic:
 
 
 
 
 
 
 
(Loss) earnings per basic share
$
(0.92
)
 
$
7.91

 
$
2.49

 
$
16.51

Weighted average common stock outstanding – basic
2,208,658

 
2,238,225

 
2,210,448

 
2,286,451

(Loss) earnings per share of common stock – diluted:
 
 
 
 
 
 
 
(Loss) earnings per diluted share
$
(0.92
)
 
$
6.25

 
$
2.07

 
$
13.23

Weighted average common stock outstanding – diluted
2,208,658

 
2,831,617

 
2,733,747

 
2,853,751







Altisource Asset Management Corporation
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
 
September 30, 2015
(Unaudited)
 
December 31, 2014
Assets:
 
 
 
Real estate held for use:
 
 
 
Land (from consolidated VIE)
$
49,518

 
$
14,424

Rental residential properties (net of accumulated depreciation of $5,048 and $1,062, respectively - from consolidated VIE)
200,136

 
60,908

Real estate owned (from consolidated VIE)
567,228

 
457,045

Total real estate held for use, net
816,882

 
532,377

Real estate assets held for sale (from consolidated VIE)
133,154

 
92,230

Mortgage loans at fair value (from consolidated VIE)
1,380,575

 
1,959,044

Mortgage loans held for sale (from consolidated VIE)
254,835

 
12,535

Cash and cash equivalents (including from consolidated VIE $83,881 and $66,166, respectively)
152,634

 
116,782

Restricted cash (from consolidated VIE)
25,511

 
13,282

Accounts receivable (including from consolidated VIE $35,507 and $10,313, respectively)
35,514

 
11,068

Related party receivables (from consolidated VIE)

 
17,491

Deferred leasing and financing costs, net (from consolidated VIE)
9,806

 
4,251

Prepaid expenses and other assets (including from consolidated VIE $395 and $373, respectively)
1,790

 
1,638

Total assets
$
2,810,701

 
$
2,760,698

Liabilities:
 
 
 
Repurchase and loan and security agreements (from consolidated VIE)
$
929,478

 
$
1,015,000

Other secured borrowings (from consolidated VIE)
513,049

 
324,082

Accounts payable and accrued liabilities (including from consolidated VIE $63,871 and $11,678, respectively)
68,585

 
16,726

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

 
6,169

Total liabilities
1,511,112

 
1,361,977

Commitments and contingencies
 
 
 
Redeemable preferred stock:
 
 
 
Preferred stock, $0.01 par value, 250,000 shares issued and outstanding as of September 30, 2015 and December 31, 2014; redemption value $250,000
249,082

 
248,927

Equity:
 
 
 
Common stock, $.01 par value, 5,000,000 authorized shares; 2,515,697 and 2,213,222 shares issued and outstanding, respectively, as of September 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
20,977

 
14,152

Retained earnings
59,670

 
54,174

Treasury stock, at cost, 302,475 shares as of September 30, 2015 and 263,965 shares as of December 31, 2014
(252,072
)
 
(245,468
)
Total stockholders' equity (deficit)
(171,400
)
 
(177,117
)
Noncontrolling interest in consolidated affiliate
1,221,907

 
1,326,911

Total equity
1,050,507

 
1,149,794

Total liabilities and equity
$
2,810,701

 
$
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 September 30, 2015
(In thousands)

 
 Residential (GAAP)
NewSource Stand-alone (Non-GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Revenues:
 
 
 
 
 
Rental revenues
$
4,021

$

$

$

$
4,021

Net unrealized gain on mortgage loans
27,499




27,499

Net realized gain on mortgage loans
12,874




12,874

Net realized gain on mortgage loans held for sale
100




100

Net realized gain on real estate
13,914




13,914

Interest income
115

242


(242
)
115

Conversion fee


329

(329
)

Base management fee


4,869

(4,869
)

Total revenues
58,523

242

5,198

(5,440
)
58,523

Expenses:
 
 
 
 
 
Residential property operating expenses
16,574




16,574

Real estate depreciation and amortization
2,050




2,050

Real estate and mortgage loan selling costs and impairment
10,705




10,705

Mortgage loan servicing costs
13,477




13,477

Interest expense
14,436



(242
)
14,194

General and administrative
3,147

40

5,748


8,935

Related party general and administrative
4,988

210


(5,198
)

Total expenses
65,377

250

5,748

(5,440
)
65,935

Other income
1,518


178

(1,696
)

Loss before income taxes
(5,336
)
(8
)
(372
)
(1,696
)
(7,412
)
Income tax expense (benefit)
27


(124
)

(97
)
Net loss
(5,363
)
(8
)
(248
)
(1,696
)
(7,315
)
Net loss attributable to noncontrolling interest in consolidated affiliate



5,335

5,335

Net loss attributable to common stockholders
$
(5,363
)
$
(8
)
$
(248
)
$
3,639

$
(1,980
)






Altisource Asset Management Corporation
Consolidating Statement of Operations
Nine months ended September 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
$
7,561

$

$

$

$
7,561

Net unrealized gain on mortgage loans
130,842




130,842

Net realized gain on mortgage loans
47,528




47,528

Net realized gain on mortgage loans held for sale
505




505

Net realized gain on real estate
36,926




36,926

Interest income
595

563


(563
)
595

Conversion fee


728

(728
)

Base management fee


10,041

(10,041
)

Incentive management fee


14,900

(14,900
)

Expense reimbursements


750

(750
)

Total revenues
223,957

563

26,419

(26,982
)
223,957

Expenses:
 
 
 
 
 
Residential property operating expenses
45,890




45,890

Real estate depreciation and amortization
4,392




4,392

Real estate and mortgage loan selling costs and impairment
34,235




34,235

Mortgage loan servicing costs
47,989




47,989

Interest expense
39,477



(563
)
38,914

General and administrative
9,497

158

16,810


26,465

Related party general and administrative
25,789

630

2,000

(28,419
)

Total expenses
207,269

788

18,810

(28,982
)
197,885

Other income
3,518


178

(3,696
)

Income (loss) before income taxes
20,206

(225
)
7,787

(1,696
)
26,072

Income tax expense
53


187


240

Net income (loss)
20,153

(225
)
7,600

(1,696
)
25,832

Net income attributable to noncontrolling interest in consolidated affiliate



(20,181
)
(20,181
)
Net income (loss) attributable to common stockholders
$
20,153

$
(225
)
$
7,600

$
(21,877
)
$
5,651







Altisource Asset Management Corporation
Consolidating Statement of Operations
Three months ended September 30, 2014
(In thousands)
 
 Residential (GAAP)
NewSource Stand-alone (Non-GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Revenues:
 
 
 
 
 
Rental revenues
$
469

$

$

$

$
469

Net unrealized gain on mortgage loans
88,726




88,726

Net realized gain on mortgage loans
13,727




13,727

Net realized gain on mortgage loans held for sale
302




302

Net realized gain on real estate
3,310




3,310

Interest income
2,568




2,568

Base management fee


210

(210
)

Incentive management fee


19,503

(19,503
)

Expense reimbursements


1,591

(1,591
)

Total revenues
109,102


21,304

(21,304
)
109,102

Expenses:
 
 
 
 
 
Residential property operating expenses
9,247




9,247

Real estate depreciation and amortization
313




313

Real estate selling costs and impairment
5,542




5,542

Mortgage loan servicing costs
21,226




21,226

Interest expense
11,699




11,699

General and administrative
1,819

286

3,330


5,435

Related party general and administrative
21,530

210

563

(21,304
)
999

Total expenses
71,376

496

3,893

(21,304
)
54,461

Other income

1,586



1,586

Income before income taxes
37,726

1,090

17,411


56,227

Income tax expense
50


803


853

Net income
37,676

1,090

16,608


55,374

Net income attributable to noncontrolling interest in consolidated affiliate



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

$
1,090

$
16,608

$
(37,676
)
$
17,698







Altisource Asset Management Corporation
Consolidating Statement of Operations
Nine months ended September 30, 2014
(In thousands)
 
 Residential (GAAP)
NewSource Stand-alone (Non-GAAP)
 AAMC Stand-alone
(Non-GAAP)
 Consolidating Entries
 AAMC Consolidated (GAAP)
Revenues:
 
 
 
 
 
Rental revenues
$
719

$

$

$

$
719

Net unrealized gain on mortgage loans
258,898




258,898

Net realized gain on mortgage loans
33,867




33,867

Net realized gain on mortgage loans held for sale
302




302

Net realized gain on real estate
4,544




4,544

Interest income
2,757




2,757

Base management fee


731

(731
)

Incentive management fee


44,129

(44,129
)

Expense reimbursements


4,849

(4,849
)

Total revenues
301,087


49,709

(49,709
)
301,087

Expenses:
 
 
 
 
 
Residential property operating expenses
13,550




13,550

Real estate depreciation and amortization
464




464

Real estate selling costs and impairment
8,775




8,775

Mortgage loan servicing costs
49,588




49,588

Interest expense
24,352




24,352

General and administrative
5,665

381

9,532


15,578

Related party general and administrative
51,629

731

1,946

(49,709
)
4,597

Total expenses
154,023

1,112

11,478

(49,709
)
116,904

Other income
383

1,985

4


2,372

Income before income taxes
147,447

873

38,235


186,555

Income tax expense
76


1,352


1,428

Net income
147,371

873

36,883


185,127

Net income attributable to noncontrolling interest in consolidated affiliate



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

$
873

$
36,883

$
(147,371
)
$
37,756







Altisource Asset Management Corporation
Consolidating Balance Sheet
September 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
$
49,518

$

$

$

$
49,518

Rental residential properties, net
200,136




200,136

Real estate owned
567,228




567,228

Total real estate held for use, net
816,882




816,882

Real estate assets held for sale
133,154




133,154

Mortgage loans at fair value
1,380,575




1,380,575

Mortgage loans held for sale
254,835




254,835

Cash and cash equivalents
83,881

6,189

62,564


152,634

Restricted cash
25,511




25,511

Accounts receivable
35,507


7


35,514

Related party receivables


6,701

(6,701
)

Investment in affiliate


12,007

(12,007
)

Deferred leasing and financing costs, net
9,806




9,806

Prepaid expenses and other assets
395

37

1,349

9

1,790

Total assets
$
2,740,546

$
6,226

$
82,628

$
(18,699
)
$
2,810,701

Liabilities:
 
 
 
 
 
Repurchase agreements
$
929,478

$

$

$

$
929,478

Other secured borrowings
513,049




513,049

Accounts payable and accrued liabilities
63,871

1,573

3,141


68,585

Related party payables
5,126

1,571

3

(6,700
)

Total liabilities
1,511,524

3,144

3,144

(6,700
)
1,511,112

Commitments and contingencies





Redeemable preferred stock


249,082


249,082

Equity:
 
 
 
 
 
Common stock
572


25

(572
)
25

Additional paid-in capital
1,227,334

7,000

18,663

(1,232,020
)
20,977

Retained earnings (accumulated deficit)
21,099

(3,918
)
63,786

(21,297
)
59,670

Treasury stock
(19,983
)

(252,072
)
19,983

(252,072
)
Total stockholders' equity (deficit)
1,229,022

3,082

(169,598
)
(1,233,906
)
(171,400
)
Noncontrolling interest in consolidated affiliate



1,221,907

1,221,907

Total equity (deficit)
1,229,022

3,082

(169,598
)
(11,999
)
1,050,507

Total liabilities and equity
$
2,740,546

$
6,226

$
82,628

$
(18,699
)
$
2,810,701







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 (deficit)
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 (deficit)
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