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 11, 2022
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices including zip code)
(704 ) 275-9113
(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:
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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.
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Item 2.02 Results of Operations and Financial Condition
On August 11, 2022 , Altisource Asset Management Corporation (“AAMC”) issued a press release announcing its financial results for the quarter ended June 30, 2022. 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, shall be deemed "filed" for the purposes of the Securities Exchange Act of 1934 ("Exchange Act") except for the quotation on page 1 of Exhibit 99.1 which shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of AAMC under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
Press Release of Altisource Asset Management Corporation, dated | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 | |||||||||||
By: | /s/ | Stephen Ramiro Krallman | |||||||||
Stephen Ramiro Krallman | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE | FOR FURTHER INFORMATION CONTACT: | ||||
| Investor Relations | |||||
| T: +1-704-275-9113 | |||||
| E: IR@AltisourceAMC.com | |||||
Altisource Asset Management Corporation Reports Second Quarter 2022 Results
CHRISTIANSTED, U.S. Virgin Islands, August 11, 2022 (GLOBE NEWSWIRE) - Altisource Asset Management Corporation (“AAMC” or the “Company”) (NYSE American: AAMC) today announced financial and operating results for the second quarter of 2022.
Second Quarter 2022 Highlights and Recent Developments
•The Company has purchased more than $40 million in loans held for investment and has earned $0.5 million from loan interest during the second quarter of 2022.
•As of June 30, 2022, AAMC’s cash position was $31.3 million, which is net of the $32.0 million at quarter end for loans held for investment at fair value.
•Jason Kopcak has been appointed Chief Executive Officer by the Board of Directors.
•The Company has entered into a $50 million line of credit agreement with Flagstar Bank FSB ("Flagstar"). As of August 8, 2022, the Company has drawn $40.2 million on the line of Credit.
•The Company repurchased 286,873 shares of its common stock from Putnam Focused Equity Fund, a series of Putnam Trust, at $10.00 per share in July 2022.
•The Company has hired a Head of Sales and leased approximately 7,000 square feet of office space in Tampa, Florida for its Alternative Lending Group and has begun adding staff to originate loans.
“Since AAMC's announcement of starting its Alternative Lending Group in March 2022, the entire management team has been focused on getting the lending operations off the ground," said Jason Kopcak, Chief Executive Officer. "We believe we are headed in the right direction and the line of credit with Flagstar is an integral component of our business plan."
Second Quarter 2022 Financial Results
AAMC’s net loss to common shareholders for the second quarter of 2022 was $(4.1) million compared to net income of $2.2 million for the same period in 2021. Diluted earnings per share was $(2.00) for the quarter, compared to $1.01 for the same period in 2021.
About AAMC
AAMC is an alternative lending company that provides liquidity and capital to under-served markets. We also continue to assess opportunities that could potentially be of long-term benefit to shareholders such as Crypto-ATMs.
Additional information is available at www.altisourceamc.com.
Forward-looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding management’s beliefs, estimates, projections, anticipations, and assumptions with respect to, among other things, the Company’s financial results, future operations, business plans and investment strategies as well as industry and market conditions. These statements may be identified by words such as “anticipate,” “intend,” “expect,” “may,” “could,” “should,” “would,” “plan,” “estimate,” “target,” “seek,” “believe” and other expressions or words of similar meaning. We caution that forward-looking statements are qualified by the existence of certain risks and uncertainties that could cause actual results and events to differ materially from what is contemplated by the forward-looking statements. Factors that could cause our actual results to differ materially from these forward-looking statements may include, without limitation, our ability to develop our businesses, and to make them successful or sustain the performance of any such businesses; developments in the litigation regarding our redemption obligations under the Certificate of Designations of our Series A Convertible Preferred Stock; the filing of any lawsuit against Mr. Redleaf and Luxor; 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)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Loan interest income | $ | 524 | $ | — | $ | 524 | $ | — | |||||||||||||||
| Loan fee income | 9 | — | 9 | — | |||||||||||||||||||
| Total revenues | 533 | — | 533 | — | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Salaries and employee benefits | 1,555 | (345) | 2,479 | 3,200 | |||||||||||||||||||
| Legal fees | 1,379 | 2,183 | 2,736 | 3,519 | |||||||||||||||||||
| Professional fees | 309 | 472 | 575 | 1,021 | |||||||||||||||||||
| General and administrative | 828 | 611 | 1,557 | 1,364 | |||||||||||||||||||
| Servicing and asset management expense | 181 | — | 181 | — | |||||||||||||||||||
| Acquisition charges | 89 | — | 513 | — | |||||||||||||||||||
| Total expenses | 4,341 | 2,921 | 8,041 | 9,104 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Change in fair value of loans held for investment | (325) | — | (325) | — | |||||||||||||||||||
| Change in fair value of equity securities | — | (2,411) | — | 3,456 | |||||||||||||||||||
| Gain on sale of equity securities | — | 6,360 | — | 6,360 | |||||||||||||||||||
| Dividend income | — | 887 | — | 3,041 | |||||||||||||||||||
| Other | 8 | (20) | 16 | 79 | |||||||||||||||||||
| Total other income (expense) | (317) | 4,816 | (309) | 12,936 | |||||||||||||||||||
| Net (loss) income from continuing operations before income taxes | (4,125) | 1,895 | (7,817) | 3,832 | |||||||||||||||||||
| Income tax expense (benefit) | 7 | (333) | 12 | 1,961 | |||||||||||||||||||
| Net (loss) income from continuing operations | $ | (4,132) | $ | 2,228 | $ | (7,829) | $ | 1,871 | |||||||||||||||
| Gain on discontinued operations (net of income tax expense of $1,272) | — | — | — | 6,213 | |||||||||||||||||||
| Net (loss) income attributable to common stockholders | $ | (4,132) | $ | 2,228 | $ | (7,829) | $ | 8,084 | |||||||||||||||
| Continuing operations earnings per share | |||||||||||||||||||||||
| Net (loss) income from continuing operations | $ | (4,132) | 2,228 | $ | (7,829) | 1,871 | |||||||||||||||||
| Gain on preferred stock transaction | — | — | 5,122 | 71,883 | |||||||||||||||||||
| Numerator for earnings per share from continuing operations | $ | (4,132) | $ | 2,228 | $ | (2,707) | $ | 73,754 | |||||||||||||||
| Earnings per share of common stock – Basic: | |||||||||||||||||||||||
| Continuing operations | $ | (2.00) | $ | 1.09 | $ | (1.31) | $ | 37.86 | |||||||||||||||
| Discontinued operations | — | — | — | 3.19 | |||||||||||||||||||
| Total | $ | (2.00) | $ | 1.09 | $ | (1.31) | $ | 41.05 | |||||||||||||||
| Weighted average common stock outstanding | 2,063,078 | 2,050,786 | 2,059,872 | 1,948,070 | |||||||||||||||||||
| Earnings per share of common stock – Diluted: | |||||||||||||||||||||||
| Continuing operations | $ | (2.00) | $ | 1.01 | $ | (1.31) | $ | 34.50 | |||||||||||||||
| Discontinued operations | — | — | — | 2.91 | |||||||||||||||||||
| Total | $ | (2.00) | $ | 1.01 | $ | (1.31) | $ | 37.41 | |||||||||||||||
| Weighted average common stock outstanding | 2,063,078 | 2,195,806 | 2,059,872 | 2,137,513 | |||||||||||||||||||
Altisource Asset Management Corporation
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
| June 30, 2022 | December 31, 2021 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Loans held for investment, at fair value | $ | 31,981 | $ | — | |||||||
| Accrued interest on loans held for investment | 170 | — | |||||||||
| Cash and cash equivalents | 31,317 | 78,349 | |||||||||
| Other assets | 3,545 | 3,127 | |||||||||
| Total assets | $ | 67,013 | $ | 81,476 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Liabilities | |||||||||||
| Accrued expenses and other liabilities | $ | 1,100 | $ | 7,145 | |||||||
| Lease liabilities | 779 | 859 | |||||||||
| Total liabilities | 1,879 | 8,004 | |||||||||
| Commitments and contingencies | — | — | |||||||||
| Redeemable preferred stock: | |||||||||||
| Preferred stock, $0.01 par value, 250,000 shares authorized as of June 30, 2022 and December 31, 2021. 144,212 shares issued and outstanding and $144,212 redemption value as of June 30, 2022 and 150,000 shares issued and outstanding and $150,000 redemption value as of December 31, 2021. | 144,212 | 150,000 | |||||||||
| Stockholders' deficit: | |||||||||||
| Common stock, $0.01 par value, 5,000,000 authorized shares; 3,424,058 and 2,063,078 shares issued and outstanding, respectively, as of June 30, 2022 and 3,416,541 and 2,055,561 shares issued and outstanding, respectively, as of December 31, 2021. | 34 | 34 | |||||||||
| Additional paid-in capital | 148,821 | 143,523 | |||||||||
| Retained earnings | 49,621 | 57,450 | |||||||||
| Accumulated other comprehensive income | 35 | 54 | |||||||||
| Treasury stock, at cost, 1,360,980 shares as of June 30, 2022 and December 31, 2021. | (277,589) | (277,589) | |||||||||
| Total stockholders' deficit | (79,078) | (76,528) | |||||||||
| Total Liabilities and Equity | $ | 67,013 | $ | 81,476 | |||||||