Document
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 8, 2017 (August 8, 2017)
ALTISOURCE ASSET MANAGEMENT CORPORATION
(Exact name of Registrant as specified in its charter)
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United States Virgin Islands | | 001-36063 | | 66-0783125 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
5100 Tamarind Reef
Christiansted, United States Virgin Islands 00820
(Address of principal executive offices including zip code)
(340) 692-1055
(Registrant’s telephone number, including area code)
36C Strand Street
Christiansted, United States Virgin Islands 00820
(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:
¨ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition
On August 8, 2017, Altisource Asset Management Corporation issued a press release announcing its financial results for the quarter ended June 30, 2017. 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.
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Exhibit No. | | Description |
| | Press Release of Altisource Asset Management Corporation dated August 8, 2017 |
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.
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| | Altisource Asset Management Corporation |
August 8, 2017 | By: | /s/ Stephen H. Gray |
| | Stephen H. Gray General Counsel and Secretary |
Exhibit
Exhibit 99.1
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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 2017 Results;
Continues to Deliver on RESI's Strategic Objectives
CHRISTIANSTED, U.S. Virgin Islands, August 8, 2017 (GLOBE NEWSWIRE) - Altisource Asset Management Corporation (“AAMC” or the “Company”) (NYSE MKT: AAMC) today announced financial and operating results for the second quarter of 2017.
Second Quarter 2017 Highlights and Recent Developments
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• | Increased Altisource Residential Corporation's (“RESI”) rental portfolio to 10,053 homes, of which 97% are stabilized. |
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• | Negotiated RESI's acquisition of 751 homes in the second closing under the previously announced agreement to purchase up to 3,500 rental homes with seller financing from entities sponsored by Amherst Holdings, LLC. |
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• | Completed RESI’s sale of 2,104 mortgage loans to a third party, leaving 442 loans in its portfolio. |
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• | Sold 522 non-rental REO properties for RESI, reducing the number of non-rental REOs by 24% over the prior quarter. |
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• | Continued to improve RESI's operating metrics: Stabilized Rental Net Operating Income Margin increased to 62%, Stabilized Rental Core Funds from Operations increased to $0.12 per diluted share and stabilized occupancy remained at 95%. |
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• | Completed repurchases of $1.0 million of AAMC common stock, bringing total repurchases under AAMC's repurchase program to approximately $265.5 million. |
“We continue to deliver on RESI's strategic objectives,” stated Chief Executive Officer, George Ellison. “The disposal of RESI's legacy mortgage loan portfolio has substantially been completed, its acquisitions of stabilized rental properties under our management have increased RESI's rental portfolio to over 10,000 homes and we have continued to improve RESI's operating metrics, all of which are key steps in positioning AAMC for future success.”
Second Quarter 2017 Financial Results
AAMC’s net loss attributable to common stockholders for the second quarter of 2017 totaled $1.8 million, or $1.15 per diluted share, compared to $1.3 million, or $0.74 per diluted share, for the second quarter of 2016. Net loss attributable to common stockholders for the six months ended June 30, 2017 was $3.2 million, or $2.03 per diluted share, compared to $2.3 million, or $1.22 per diluted share, for the six months ended June 30, 2016.
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. 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; AAMC's and RESI's ability to compete; AAMC’s ability to implement RESI’s business plan; general economic and market conditions; governmental regulations, taxes and policies; AAMC's ability to generate adequate and timely sources of liquidity and financing for itself or RESI; RESI’s ability to sell residential mortgage assets or non-rental real estate owned on favorable terms or at all; AAMC's ability to identify and acquire assets for RESI’s portfolio; RESI’s ability to complete potential transactions in accordance with anticipated terms and on a timely basis or at all; Altisource Portfolio Solutions S.A. and its affiliates’ ability to effectively perform its obligations under various agreements with RESI; the failure of Main Street Renewal, LLC to effectively perform under its property management agreement with RESI; and other risks and uncertainties detailed in the “Risk Factors” and other sections described from time to time in the Company’s current and future filings with the Securities and Exchange Commission. The foregoing list of factors should not be construed as exhaustive.
The statements made in this press release are current as of the date of this press release only. The Company undertakes no obligation to publicly update or revise any forward-looking statements or any other information contained herein, whether as a result of new information, future events or otherwise.
Altisource Asset Management Corporation
Condensed Consolidated Statements of Operations
(In thousands, except share and per share amounts)
(Unaudited)
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| Three months ended June 30, 2017 | | Three months ended June 30, 2016 | | Six months ended June 30, 2017 | | Six months ended June 30, 2016 |
Revenues: | | | | | | | |
Management fees from RESI | $ | 3,999 |
| | $ | 4,506 |
| | $ | 8,210 |
| | $ | 8,630 |
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Conversion fees from RESI | 434 |
| | 544 |
| | 1,038 |
| | 946 |
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Expense reimbursements from RESI | 210 |
| | 357 |
| | 406 |
| | 357 |
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Total revenues | 4,643 |
| | 5,407 |
| | 9,654 |
| | 9,933 |
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Expenses: | | | | | | | |
Salaries and employee benefits | 5,281 |
| | 4,385 |
| | 9,968 |
| | 8,594 |
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Legal and professional fees | 336 |
| | 542 |
| | 1,020 |
| | 1,083 |
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General and administrative | 726 |
| | 1,170 |
| | 1,883 |
| | 2,191 |
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Total expenses | 6,343 |
| | 6,097 |
| | 12,871 |
| | 11,868 |
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Other income: | | | | | | | |
Dividend income on RESI common stock | 243 |
| | 244 |
| | 487 |
| | 536 |
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Other income | 15 |
| | 58 |
| | 27 |
| | 60 |
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Total other income | 258 |
| | 302 |
| | 514 |
| | 596 |
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Loss before income taxes | (1,442 | ) | | (388 | ) | | (2,703 | ) | | (1,339 | ) |
Income tax expense | 300 |
| | 873 |
| | 357 |
| | 862 |
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Net loss | $ | (1,742 | ) | | $ | (1,261 | ) | | $ | (3,060 | ) | | $ | (2,201 | ) |
Amortization of preferred stock issuance costs | (51 | ) | | (52 | ) | | (103 | ) | | (104 | ) |
Net loss attributable to common stockholders | $ | (1,793 | ) | | $ | (1,313 | ) | | $ | (3,163 | ) | | $ | (2,305 | ) |
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Loss per share of common stock – basic: | | | | | | | |
Loss per basic share | $ | (1.15 | ) | | $ | (0.74 | ) | | $ | (2.03 | ) | | $ | (1.22 | ) |
Weighted average common stock outstanding – basic | 1,563,272 |
| | 1,776,831 |
| | 1,554,462 |
| | 1,883,322 |
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Loss per share of common stock – diluted: | | | | | | | |
Loss per diluted share | $ | (1.15 | ) | | $ | (0.74 | ) | | $ | (2.03 | ) | | $ | (1.22 | ) |
Weighted average common stock outstanding – diluted | 1,563,272 |
| | 1,776,831 |
| | 1,554,462 |
| | 1,883,322 |
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Altisource Asset Management Corporation
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
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| June 30, 2017 | | December 31, 2016 |
| (Unaudited) | | |
Assets: | | | |
Cash and cash equivalents | $ | 31,652 |
| | $ | 40,584 |
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Available-for-sale securities (RESI common stock) | 21,021 |
| | 17,934 |
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Related party receivables | 4,933 |
| | 5,266 |
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Prepaid expenses and other assets | 2,857 |
| | 1,964 |
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Total assets | $ | 60,463 |
| | $ | 65,748 |
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Liabilities: | | | |
Accrued salaries and employee benefits | $ | 2,821 |
| | $ | 4,100 |
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Accounts payable and other accrued liabilities | 2,109 |
| | 4,587 |
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Total liabilities | 4,930 |
| | 8,687 |
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Commitments and contingencies | — |
| | — |
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Redeemable preferred stock: | | | |
Preferred stock, $0.01 par value, 250,000 shares issued and outstanding as of June 30, 2017 and December 31, 2016; redemption value $250,000 | 249,443 |
| | 249,340 |
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Stockholders' deficit: | | | |
Common stock, $0.01 par value, 5,000,000 authorized shares; 2,784,454 and 1,572,237 shares issued and outstanding, respectively, as of June 30, 2017 and 2,637,629 and 1,513,912 shares issued and outstanding, respectively, as of December 31, 2016 | 28 |
| | 26 |
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Additional paid-in capital | 34,833 |
| | 30,696 |
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Retained earnings | 42,982 |
| | 46,145 |
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Accumulated other comprehensive income (loss) | 261 |
| | (2,662 | ) |
Treasury stock, at cost, 1,212,217 shares as of June 30, 2017 and 1,123,717 shares as of December 31, 2016 | (272,014 | ) | | (266,484 | ) |
Total stockholders' deficit | (193,910 | ) | | (192,279 | ) |
Total liabilities and equity | $ | 60,463 |
| | $ | 65,748 |
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