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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Altisource Asset Management Corporation | AMEX:AAMC | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.10 | 0 | 12:44:20 |
|
|
|
UNITED STATES VIRGIN ISLANDS
|
66-0783125
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Large Accelerated Filer
|
o
|
|
Accelerated Filer
|
x
|
Non-Accelerated Filer
|
o
|
(Do not check if a smaller reporting company)
|
Smaller Reporting Company
|
o
|
•
|
our ability to implement our business strategy and the business strategy of Residential;
|
•
|
our ability to retain Residential as a client;
|
•
|
our ability to retain and maintain our strategic relationships;
|
•
|
the ability of Residential to generate a return on invested equity capital in excess of applicable hurdle rates or cash available for distribution to its stockholders under our management;
|
•
|
our ability to obtain additional asset management clients;
|
•
|
our ability to effectively compete with our competitors;
|
•
|
Residential's ability to complete future or pending transactions;
|
•
|
the failure of ASPS to effectively perform its obligations under their agreements with us and Residential;
|
•
|
the failure of Residential’s servicers to effectively perform their services to Residential;
|
•
|
general economic and market conditions; and
|
•
|
governmental regulations, taxes and policies.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Assets:
|
|
|
|
||||
Real estate held for use:
|
|
|
|
||||
Land (from previously consolidated VIE as of December 31, 2015)
|
$
|
—
|
|
|
$
|
56,346
|
|
Rental residential properties (net of accumulated depreciation of $7,127 as of December 31, 2015 - from previously consolidated VIE)
|
—
|
|
|
224,040
|
|
||
Real estate owned (from previously consolidated VIE as of December 31, 2015)
|
—
|
|
|
455,483
|
|
||
Total real estate held for use, net
|
—
|
|
|
735,869
|
|
||
Real estate assets held for sale (from previously consolidated VIE as of December 31, 2015)
|
—
|
|
|
250,557
|
|
||
Mortgage loans at fair value (from previously consolidated VIE as of December 31, 2015)
|
—
|
|
|
960,534
|
|
||
Mortgage loans held for sale (from previously consolidated VIE as of December 31, 2015)
|
—
|
|
|
317,336
|
|
||
Cash and cash equivalents (including $116,702 from previously consolidated VIE as of December 31, 2015)
|
39,419
|
|
|
184,544
|
|
||
Restricted cash (from previously consolidated VIE as of December 31, 2015)
|
—
|
|
|
20,566
|
|
||
Available-for-sale securities
|
14,929
|
|
|
—
|
|
||
Accounts receivable, net (including $45,903 from previously consolidated VIE as of December 31, 2015)
|
—
|
|
|
46,026
|
|
||
Related party receivables
|
5,489
|
|
|
—
|
|
||
Prepaid expenses and other assets (including $1,126 from previously consolidated as of December 31, 2015)
|
1,379
|
|
|
3,169
|
|
||
Total assets
|
$
|
61,216
|
|
|
$
|
2,518,601
|
|
Liabilities:
|
|
|
|
||||
Repurchase and loan and security agreements (from previously consolidated VIE as of December 31, 2015)
|
$
|
—
|
|
|
$
|
763,369
|
|
Other secured borrowings (from previously consolidated VIE as of December 31, 2015)
|
—
|
|
|
502,599
|
|
||
Accrued salaries and employee benefits
|
2,076
|
|
|
4,006
|
|
||
Accounts payable and other accrued liabilities (including $32,448 from previously consolidated VIE as of December 31, 2015)
|
2,286
|
|
|
34,716
|
|
||
Total liabilities
|
4,362
|
|
|
1,304,690
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
||||
Redeemable preferred stock:
|
|
|
|
||||
Preferred stock, $0.01 par value, 250,000 shares issued and outstanding as of June 30, 2016 and December 31, 2015; redemption value $250,000
|
249,237
|
|
|
249,133
|
|
||
Equity:
|
|
|
|
||||
Common stock, $.01 par value, 5,000,000 authorized shares; 2,599,467 and 1,684,194 shares issued and outstanding, respectively, as of June 30, 2016 and 2,556,828 and 2,048,223 shares issued and outstanding, respectively, as of December 31, 2015
|
26
|
|
|
26
|
|
||
Additional paid-in capital
|
25,851
|
|
|
23,419
|
|
||
Retained earnings
|
48,982
|
|
|
50,678
|
|
||
Accumulated other comprehensive loss
|
(5,667
|
)
|
|
—
|
|
||
Treasury stock, at cost, 915,273 shares as of June 30, 2016 and 508,605 shares as of December 31, 2015
|
(261,575
|
)
|
|
(254,984
|
)
|
||
Total stockholders' deficit
|
(192,383
|
)
|
|
(180,861
|
)
|
||
Noncontrolling interest in consolidated affiliate
|
—
|
|
|
1,145,639
|
|
||
Total equity
|
(192,383
|
)
|
|
964,778
|
|
||
Total liabilities and equity
|
$
|
61,216
|
|
|
$
|
2,518,601
|
|
|
Three months ended June 30, 2016
|
|
Three months ended June 30, 2015
|
|
Six months ended June 30, 2016
|
|
Six months ended June 30, 2015
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Management fees
|
$
|
4,506
|
|
|
$
|
—
|
|
|
$
|
8,630
|
|
|
$
|
—
|
|
Conversion fees
|
544
|
|
|
—
|
|
|
946
|
|
|
—
|
|
||||
Expense reimbursements
|
357
|
|
|
—
|
|
|
357
|
|
|
—
|
|
||||
Rental revenues
|
—
|
|
|
2,140
|
|
|
—
|
|
|
3,540
|
|
||||
Net unrealized gain on mortgage loans
|
—
|
|
|
42,209
|
|
|
—
|
|
|
103,343
|
|
||||
Net realized gain on mortgage loans
|
—
|
|
|
19,272
|
|
|
—
|
|
|
34,654
|
|
||||
Net realized gain on mortgage loans held for sale
|
—
|
|
|
254
|
|
|
—
|
|
|
405
|
|
||||
Net realized gain on real estate
|
—
|
|
|
12,404
|
|
|
—
|
|
|
23,012
|
|
||||
Interest and dividend income
|
247
|
|
|
240
|
|
|
541
|
|
|
480
|
|
||||
Total revenues
|
5,654
|
|
|
76,519
|
|
|
10,474
|
|
|
165,434
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Salaries and employee benefits
|
2,589
|
|
|
1,706
|
|
|
4,937
|
|
|
3,339
|
|
||||
Equity-based compensation
|
2,388
|
|
|
2,086
|
|
|
4,756
|
|
|
3,032
|
|
||||
Legal and professional fees
|
542
|
|
|
158
|
|
|
1,083
|
|
|
7,691
|
|
||||
Residential property operating expenses
|
—
|
|
|
16,857
|
|
|
—
|
|
|
29,316
|
|
||||
Real estate depreciation and amortization
|
—
|
|
|
1,344
|
|
|
—
|
|
|
2,342
|
|
||||
Selling costs and impairment
|
—
|
|
|
8,839
|
|
|
—
|
|
|
23,530
|
|
||||
Mortgage loan servicing costs
|
—
|
|
|
16,246
|
|
|
—
|
|
|
34,512
|
|
||||
Interest expense
|
—
|
|
|
13,237
|
|
|
—
|
|
|
24,720
|
|
||||
General and administrative
|
578
|
|
|
2,017
|
|
|
1,092
|
|
|
3,468
|
|
||||
Total expenses
|
6,097
|
|
|
62,490
|
|
|
11,868
|
|
|
131,950
|
|
||||
Other income:
|
|
|
|
|
|
|
|
||||||||
Other income
|
55
|
|
|
—
|
|
|
55
|
|
|
—
|
|
||||
Total other income
|
55
|
|
|
—
|
|
|
55
|
|
|
—
|
|
||||
(Loss) income before income taxes
|
(388
|
)
|
|
14,029
|
|
|
(1,339
|
)
|
|
33,484
|
|
||||
Income tax (benefit) expense
|
873
|
|
|
194
|
|
|
862
|
|
|
337
|
|
||||
Net (loss) income
|
(1,261
|
)
|
|
13,835
|
|
|
(2,201
|
)
|
|
33,147
|
|
||||
Net income attributable to noncontrolling interest in consolidated affiliate
|
—
|
|
|
(13,092
|
)
|
|
—
|
|
|
(25,516
|
)
|
||||
Net (loss) income attributable to stockholders
|
$
|
(1,261
|
)
|
|
$
|
743
|
|
|
$
|
(2,201
|
)
|
|
$
|
7,631
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings per share of common stock – basic:
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings per basic share
|
$
|
(0.23
|
)
|
|
$
|
0.31
|
|
|
$
|
(0.74
|
)
|
|
$
|
3.40
|
|
Weighted average common stock outstanding – basic
|
1,776,831
|
|
|
2,218,533
|
|
|
1,883,322
|
|
|
2,211,357
|
|
||||
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings per share of common stock – diluted:
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings per diluted share
|
$
|
(0.23
|
)
|
|
$
|
0.27
|
|
|
$
|
(0.74
|
)
|
|
$
|
2.77
|
|
Weighted average common stock outstanding – diluted
|
1,776,831
|
|
|
2,746,955
|
|
|
1,883,322
|
|
|
2,752,322
|
|
|
Three months ended June 30, 2016
|
|
Three months ended June 30, 2015
|
|
Six months ended June 30, 2016
|
|
Six months ended June 30, 2015
|
||||||||
Net (loss) income attributable to stockholders
|
$
|
(1,261
|
)
|
|
$
|
743
|
|
|
$
|
(2,201
|
)
|
|
$
|
7,631
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Change in unrealized loss on available-for-sale securities
|
(4,565
|
)
|
|
—
|
|
|
(4,686
|
)
|
|
—
|
|
||||
Total other comprehensive loss
|
(4,565
|
)
|
|
—
|
|
|
(4,686
|
)
|
|
—
|
|
||||
Comprehensive (loss) income
|
$
|
(5,826
|
)
|
|
$
|
743
|
|
|
$
|
(6,887
|
)
|
|
$
|
7,631
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury Stock
|
|
Noncontrolling Interest in Previously Consolidated Affiliate
|
|
Total Equity
|
|||||||||||||||||
|
Number of Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||
December 31, 2015
|
2,556,828
|
|
|
$
|
26
|
|
|
$
|
23,419
|
|
|
$
|
50,678
|
|
|
$
|
—
|
|
|
$
|
(254,984
|
)
|
|
$
|
1,145,639
|
|
|
$
|
964,778
|
|
Cumulative effect of adoption of ASU 2015-02 (Note 1)
|
—
|
|
|
—
|
|
|
(2,330
|
)
|
|
609
|
|
|
(981
|
)
|
|
—
|
|
|
(1,145,639
|
)
|
|
(1,148,341
|
)
|
|||||||
January 1, 2016
|
2,556,828
|
|
|
26
|
|
|
21,089
|
|
|
51,287
|
|
|
(981
|
)
|
|
(254,984
|
)
|
|
—
|
|
|
(183,563
|
)
|
|||||||
Issuance of common stock, including option exercises
|
42,639
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
Treasury shares repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,591
|
)
|
|
—
|
|
|
(6,591
|
)
|
|||||||
Amortization of preferred stock issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
4,756
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,756
|
|
|||||||
Change in unrealized loss on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,686
|
)
|
|
—
|
|
|
—
|
|
|
(4,686
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,201
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,201
|
)
|
|||||||
June 30, 2016
|
2,599,467
|
|
|
$
|
26
|
|
|
$
|
25,851
|
|
|
$
|
48,982
|
|
|
$
|
(5,667
|
)
|
|
$
|
(261,575
|
)
|
|
$
|
—
|
|
|
$
|
(192,383
|
)
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury Stock
|
|
Noncontrolling Interest in Consolidated Affiliate
|
|
Total Equity
|
|||||||||||||||||
|
Number of Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||
December 31, 2014
|
2,452,101
|
|
|
$
|
25
|
|
|
$
|
14,152
|
|
|
$
|
54,174
|
|
|
$
|
—
|
|
|
$
|
(245,468
|
)
|
|
$
|
1,326,911
|
|
|
$
|
1,149,794
|
|
Issuance of common stock, including option exercises
|
57,743
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||||
Treasury shares repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,604
|
)
|
|
—
|
|
|
(6,604
|
)
|
|||||||
Capital contribution from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
62
|
|
|||||||
Distribution from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,507
|
)
|
|
(67,507
|
)
|
|||||||
Amortization of preferred stock issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
2,939
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|
3,032
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
7,631
|
|
|
—
|
|
|
—
|
|
|
25,516
|
|
|
33,147
|
|
|||||||
June 30, 2015
|
2,509,844
|
|
|
$
|
25
|
|
|
$
|
17,106
|
|
|
$
|
61,702
|
|
|
$
|
—
|
|
|
$
|
(252,072
|
)
|
|
$
|
1,285,075
|
|
|
$
|
1,111,836
|
|
|
Six months ended June 30, 2016
|
|
Six months ended June 30, 2015
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
(2,201
|
)
|
|
$
|
33,147
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
||||
Net unrealized gain on mortgage loans
|
—
|
|
|
(103,343
|
)
|
||
Net realized gain on mortgage loans
|
—
|
|
|
(34,654
|
)
|
||
Net realized gain on sale of mortgage loans held for sale
|
—
|
|
|
(405
|
)
|
||
Net realized gain on sale of real estate
|
—
|
|
|
(23,012
|
)
|
||
Real estate depreciation and amortization
|
—
|
|
|
2,342
|
|
||
Selling costs and impairment
|
—
|
|
|
23,530
|
|
||
Accretion of interest on re-performing mortgage loans
|
—
|
|
|
(469
|
)
|
||
Share-based compensation
|
4,756
|
|
|
3,032
|
|
||
Amortization of deferred financing costs
|
—
|
|
|
2,218
|
|
||
Loss on retirement of leasehold improvements
|
—
|
|
|
212
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
123
|
|
|
3,815
|
|
||
Related party receivables
|
(5,489
|
)
|
|
1,156
|
|
||
Prepaid expenses and other assets
|
653
|
|
|
(499
|
)
|
||
Accrued salaries and employee benefits
|
(1,993
|
)
|
|
(325
|
)
|
||
Accounts payable and accrued liabilities
|
81
|
|
|
5,070
|
|
||
Related party payables
|
(2,180
|
)
|
|
—
|
|
||
Net cash used in operating activities
|
(6,250
|
)
|
|
(88,185
|
)
|
||
Investing activities:
|
|
|
|
||||
Decrease in cash due to deconsolidation of Residential (Note 1)
|
(116,702
|
)
|
|
—
|
|
||
Purchases of securities
|
(15,588
|
)
|
|
—
|
|
||
Investment in renovations
|
—
|
|
|
(11,001
|
)
|
||
Real estate tax advances
|
—
|
|
|
(14,443
|
)
|
||
Mortgage loan resolutions
|
—
|
|
|
107,887
|
|
||
Mortgage loan payments
|
—
|
|
|
12,447
|
|
||
Disposition of real estate
|
—
|
|
|
70,916
|
|
||
Acquisition related deposits
|
—
|
|
|
(5,631
|
)
|
||
Change in restricted cash
|
—
|
|
|
(5,177
|
)
|
||
Net cash (used in) provided by investing activities
|
(132,290
|
)
|
|
154,998
|
|
||
Financing activities:
|
|
|
|
||||
Issuance of common stock, including stock option exercises
|
18
|
|
|
537
|
|
||
Repurchase of common stock
|
(6,591
|
)
|
|
(6,604
|
)
|
||
Payment of tax withholdings on exercise of stock options
|
(12
|
)
|
|
(522
|
)
|
||
Capital contribution from noncontrolling interest
|
—
|
|
|
62
|
|
||
Distribution to noncontrolling interest
|
—
|
|
|
(36,038
|
)
|
||
Proceeds from issuance of other secured debt
|
—
|
|
|
221,691
|
|
||
Repayments of secured notes
|
—
|
|
|
(21,306
|
)
|
||
Proceeds from repurchase agreement
|
—
|
|
|
109,683
|
|
||
Repayments of repurchase agreement
|
—
|
|
|
(298,078
|
)
|
||
Payment of deferred financing costs
|
—
|
|
|
(7,123
|
)
|
||
Net cash used in by financing activities
|
(6,585
|
)
|
|
(37,698
|
)
|
||
|
|
|
|
||||
|
|
|
|
Altisource Asset Management Corporation
Consolidated Statements of Cash Flows (continued) (In thousands) (Unaudited) |
|||||||
|
Three months ended June 30, 2016
|
|
Six months ended June 30, 2015
|
||||
Net decrease in cash and cash equivalents
|
(145,125
|
)
|
|
29,115
|
|
||
Cash and cash equivalents as of beginning of the period
|
184,544
|
|
|
116,782
|
|
||
Cash and cash equivalents as of end of the period
|
$
|
39,419
|
|
|
$
|
145,897
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
||||
Cash paid for interest
|
$
|
—
|
|
|
$
|
21,732
|
|
Transfer of mortgage loans to real estate owned, net
|
—
|
|
|
268,682
|
|
||
Change in accrued capital expenditures
|
—
|
|
|
(1,732
|
)
|
||
Changes in receivables from mortgage loan resolutions, payments and real estate tax advances, net
|
—
|
|
|
36,359
|
|
||
Changes in receivables from real estate owned dispositions
|
—
|
|
|
1,369
|
|
||
Decrease in noncontrolling interest due to deconsolidation (Note 1)
|
(1,145,639
|
)
|
|
—
|
|
||
Decrease in repurchase and loan agreements and other secured borrowings due to deconsolidation of Residential (Note 1)
|
(1,265,968
|
)
|
|
—
|
|
||
Decrease in real estate assets and mortgage loans due to deconsolidation of Residential (Note 1)
|
2,264,296
|
|
|
—
|
|
|
|
December 31, 2015
|
||||||||||
|
|
As Previously Reported
|
|
Adjustments
|
|
Current Presentation
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Deferred leasing and financing costs (1)
|
|
$
|
7,886
|
|
|
$
|
(7,886
|
)
|
|
$
|
—
|
|
Prepaid expenses and other assets (1)
|
|
2,458
|
|
|
711
|
|
|
3,169
|
|
|||
Liabilities:
|
|
|
|
|
|
|
||||||
Repurchase agreements
|
|
767,513
|
|
|
(4,144
|
)
|
|
763,369
|
|
|||
Other secured borrowings
|
|
505,630
|
|
|
(3,031
|
)
|
|
502,599
|
|
(1)
|
Upon adoption of ASU 2015-03, Residential reclassified its deferred leasing costs to prepaid expenses and other assets.
|
|
Number of Loans
|
|
Carrying Value
|
|
Unpaid Principal Balance
|
|
Market Value of Underlying Properties
|
|||||||
December 31, 2015
|
|
|
|
|
|
|
|
|||||||
Current
|
730
|
|
|
$
|
124,595
|
|
|
$
|
165,645
|
|
|
$
|
177,348
|
|
30
|
80
|
|
|
12,003
|
|
|
18,142
|
|
|
21,858
|
|
|||
60
|
38
|
|
|
5,688
|
|
|
8,088
|
|
|
8,766
|
|
|||
90
|
984
|
|
|
130,784
|
|
|
216,717
|
|
|
196,963
|
|
|||
Foreclosure
|
3,907
|
|
|
687,464
|
|
|
946,962
|
|
|
917,671
|
|
|||
Mortgage loans at fair value
|
5,739
|
|
|
$
|
960,534
|
|
|
$
|
1,355,554
|
|
|
$
|
1,322,606
|
|
|
Number of Loans
|
|
Carrying Value
|
|
Unpaid Principal Balance
|
|
Market Value of Underlying Properties
|
|||||||
December 31, 2015
|
|
|
|
|
|
|
|
|||||||
Current
|
58
|
|
|
$
|
10,864
|
|
|
$
|
13,466
|
|
|
$
|
17,776
|
|
30
|
26
|
|
|
7,616
|
|
|
10,013
|
|
|
12,200
|
|
|||
60
|
6
|
|
|
668
|
|
|
775
|
|
|
1,063
|
|
|||
90
|
328
|
|
|
73,164
|
|
|
101,121
|
|
|
103,395
|
|
|||
Foreclosure
|
879
|
|
|
225,024
|
|
|
314,991
|
|
|
330,573
|
|
|||
Mortgage loans held for sale
|
1,297
|
|
|
$
|
317,336
|
|
|
$
|
440,366
|
|
|
$
|
465,007
|
|
Accretable Yield
|
|
Three months ended June 30, 2015
|
|
Six months ended June 30, 2015
|
||||
Balance at the beginning of the period
|
|
$
|
7,207
|
|
|
$
|
7,640
|
|
Acquisitions
|
|
—
|
|
|
—
|
|
||
Payments and other reductions, net
|
|
(3,084
|
)
|
|
(3,285
|
)
|
||
Accretion
|
|
(237
|
)
|
|
(469
|
)
|
||
Balance at the end of the period
|
|
$
|
3,886
|
|
|
$
|
3,886
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
Quoted Prices in Active Markets
|
|
Observable Inputs other than Level 1 Prices
|
|
Unobservable Inputs
|
||||||
June 30, 2016
|
|
|
|
|
|
||||||
Recurring basis (assets)
|
|
|
|
|
|
||||||
Available-for-sale securities: Residential common stock
|
$
|
14,929
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
Residential common stock
|
$
|
20,596
|
|
|
$
|
—
|
|
|
$
|
5,667
|
|
|
$
|
14,929
|
|
Total available-for-sale securities
|
$
|
20,596
|
|
|
$
|
—
|
|
|
$
|
5,667
|
|
|
$
|
14,929
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
Quoted Prices in Active Markets
|
|
Observable Inputs other than Level 1 Prices
|
|
Unobservable Inputs
|
||||||
December 31, 2015
|
|
|
|
|
|
||||||
Recurring basis (assets)
|
|
|
|
|
|
||||||
Mortgage loans at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
960,534
|
|
Nonrecurring basis (assets)
|
|
|
|
|
|
||||||
Real estate assets held for sale
|
—
|
|
|
—
|
|
|
250,557
|
|
|||
Not recognized on consolidated balance sheets at fair value (assets)
|
|
|
|
|
|
||||||
Mortgage loans held for sale
|
—
|
|
|
—
|
|
|
317,336
|
|
|||
Not recognized on consolidated balance sheets at fair value (liabilities)
|
|
|
|
|
|
||||||
Repurchase agreements at fair value
|
—
|
|
|
767,513
|
|
|
—
|
|
|||
Other secured borrowings
|
—
|
|
|
502,268
|
|
|
—
|
|
|
|
Three months ended June 30, 2015
|
|
Six months ended June 30, 2015
|
||||
Mortgage loans at fair value
|
|
|
|
|
||||
Beginning balance
|
|
$
|
1,853,495
|
|
|
$
|
1,959,044
|
|
Net unrealized gain on mortgage loans
|
|
42,209
|
|
|
103,343
|
|
||
Net realized gain on mortgage loans
|
|
19,272
|
|
|
34,654
|
|
||
Mortgage loan resolutions and payments
|
|
(82,070
|
)
|
|
(147,238
|
)
|
||
Real estate tax advances to borrowers
|
|
4,264
|
|
|
11,391
|
|
||
Reclassification of realized gains on real estate sold from unrealized gains
|
|
13,175
|
|
|
23,977
|
|
||
Transfer of mortgage loans to real estate owned, net
|
|
(133,856
|
)
|
|
(268,682
|
)
|
||
Ending balance
|
|
$
|
1,716,489
|
|
|
$
|
1,716,489
|
|
|
|
|
|
|
||||
Net unrealized gain on mortgage loans held at the end of the period
|
|
$
|
29,784
|
|
|
$
|
80,852
|
|
Input
|
|
December 31, 2015
|
Equity discount rate
|
|
15.0%
|
Debt to asset ratio
|
|
65.0%
|
Cost of funds
|
|
3.5% over 1 month LIBOR
|
Annual change in home pricing index
|
|
0.0% to 10.2%
|
Loan resolution probabilities — modification
|
|
0% to 44.7%
|
Loan resolution probabilities — rental
|
|
0% to 100.0%
|
Loan resolution probabilities — liquidation
|
|
0% to 100.0%
|
Loan resolution timelines (in years)
|
|
0.1 to 5.6
|
Value of underlying properties
|
|
$3,000 - $4,500,000
|
|
Maximum Borrowing Capacity
|
|
Book Value of Collateral
|
|
Amount Outstanding
|
|
Amount of Available Funding
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Repurchase agreement due April 18, 2016
|
$
|
275,000
|
|
|
$
|
335,184
|
|
|
$
|
194,346
|
|
|
$
|
80,654
|
|
Repurchase agreement due September 27, 2017
|
750,000
|
|
|
708,275
|
|
|
371,130
|
|
|
378,870
|
|
||||
Repurchase agreement due March 11, 2016
|
54,944
|
|
|
130,863
|
|
|
54,944
|
|
|
—
|
|
||||
Loan agreement due April 8, 2016
|
200,000
|
|
|
204,578
|
|
|
147,093
|
|
|
52,907
|
|
||||
Less: deferred debt issuance costs
|
—
|
|
|
—
|
|
|
(4,144
|
)
|
|
—
|
|
||||
|
$
|
1,279,944
|
|
|
$
|
1,378,900
|
|
|
$
|
763,369
|
|
|
$
|
512,431
|
|
|
Interest Rate
|
|
Amount Outstanding
|
|||
December 31, 2015
|
|
|
|
|||
ARLP Securitization Trust, Series 2015-1
|
|
|
|
|||
ARLP 2015-1 Class A Notes due May 25, 2055 (1)
|
4.01
|
%
|
|
$
|
203,429
|
|
ARLP 2015-1 Class M Notes due May 25, 2044
|
—
|
%
|
|
60,000
|
|
|
ARLP Securitization Trust, Series 2014-2
|
|
|
|
|||
ARLP 2014-2 Class A Notes due January 26, 2054 (2)
|
3.63
|
%
|
|
244,935
|
|
|
ARLP 2014-2 Class M Notes due January 26, 2054
|
—
|
%
|
|
234,010
|
|
|
ARLP Securitization Trust, Series 2014-1
|
|
|
|
|||
ARLP 2014-1 Class A Notes due September 25, 2044 (3)
|
3.47
|
%
|
|
136,404
|
|
|
ARLP 2014-1 Class M Notes due September 25, 2044 (4)
|
4.25
|
%
|
|
32,000
|
|
|
Intercompany eliminations
|
|
|
|
|||
Elimination of ARLP 2015-1 Class A Notes due to ARNS, Inc.
|
|
|
(34,000
|
)
|
||
Elimination of ARLP 2015-1 Class M Notes due to ARLP
|
|
|
(60,000
|
)
|
||
Elimination of ARLP 2014-2 Class A Notes due to ARNS, Inc.
|
|
|
(45,138
|
)
|
||
Elimination of ARLP 2014-2 Class M Notes due to ARLP
|
|
|
(234,010
|
)
|
||
Elimination of ARLP 2014-1 Class M Notes due to ARNS, Inc.
|
|
|
(32,000
|
)
|
||
Less: deferred debt issuance costs
|
|
|
(3,031
|
)
|
||
|
|
|
$
|
502,599
|
|
(1)
|
The expected redemption date for the Class A Notes ranged from June 25, 2018 to June 25, 2019.
|
(2)
|
The expected redemption date for the Class A Notes ranged from November 27, 2017 to November 27, 2018.
|
(3)
|
The expected redemption date for the Class A Notes ranged from September 25, 2017 to September 25, 2018.
|
(4)
|
The expected redemption date for the Class M Notes was September 2
5
, 2018.
|
•
|
Base Management Fee
. We are entitled to a quarterly Base Management Fee equal to
1.5%
of the product of (i) Residential’s average invested equity capital for the quarter
multiplied by
(ii)
0.25
while Residential has fewer than
2,500
single family rental properties actually rented (“Rental Properties”). The Base Management Fee percentage increases to
1.75%
of invested equity capital while Residential has between
2,500
and
4,499
rental properties and increases to
2.0%
of invested equity capital while Residential has
4,500
or more rental properties;
|
•
|
Incentive Management Fee
. We are entitled to a quarterly Incentive Management Fee equal to
20%
of the amount by which Residential's return on invested equity capital (based on AFFO, defined as net income attributable to holders of common stock calculated in accordance with GAAP
plus
real estate depreciation expense
minus
recurring capital expenditures on all real estate assets owned by Residential) exceeds an annual hurdle return rate of between
7.0%
and
8.25%
(depending on the
10
-year treasury rate). The Incentive Management Fee increases to
22.5%
while Residential has between
2,500
and
4,499
Rental Properties and increases to
25%
while Residential has
4,500
or more Rental Properties; and
|
•
|
Conversion Fee
. We are entitled to a quarterly Conversion Fee equal to
1.5%
of the market value of the single-family homes leased by Residential for the first time during the quarter.
|
|
Three months ended June 30, 2016
|
|
Three months ended June 30, 2015
|
|
Six months ended June 30, 2016
|
|
Six months ended June 30, 2015
|
||||||||
Base management fees
|
$
|
4,506
|
|
|
$
|
4,752
|
|
|
$
|
8,630
|
|
|
$
|
4,752
|
|
Conversion fees
|
544
|
|
|
399
|
|
|
946
|
|
|
399
|
|
||||
Management incentive fees (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
14,900
|
|
||||
Expense reimbursements
|
357
|
|
|
—
|
|
|
357
|
|
|
750
|
|
||||
Professional fee sharing for negotiation of New AMA
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
(1)
|
Pursuant to the terms of the New AMA, the management incentive fees for the first quarter of 2015 were recalculated during the fourth quarter of 2015, and it was determined that
$6.9 million
was reimbursable by us to Residential.
|
|
Three months ended June 30, 2016
|
|
Three months ended June 30, 2015
|
|
Six months ended June 30, 2016
|
|
Six months ended June 30, 2015
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to stockholders
|
$
|
(1,261
|
)
|
|
$
|
743
|
|
|
$
|
(2,201
|
)
|
|
7,631
|
|
|
Amortization of preferred stock issuance costs
|
52
|
|
|
50
|
|
|
104
|
|
|
103
|
|
||||
Numerator for basic EPS – (loss) income available to common stockholders
|
(1,313
|
)
|
|
693
|
|
|
(2,305
|
)
|
|
7,528
|
|
||||
Add back amortization of preferred stock issuance costs
|
—
|
|
|
50
|
|
|
—
|
|
|
103
|
|
||||
Numerator for diluted EPS – (loss) income available to common stockholders after assumed conversions
|
$
|
(1,313
|
)
|
|
$
|
743
|
|
|
$
|
(2,305
|
)
|
|
$
|
7,631
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator
|
|
|
|
|
|
|
|
||||||||
Weighted average common stock outstanding – basic
|
1,776,831
|
|
|
2,218,533
|
|
|
1,883,322
|
|
|
2,211,357
|
|
||||
Stock options using treasury method
|
—
|
|
|
230,243
|
|
|
—
|
|
|
231,478
|
|
||||
Restricted stock
|
—
|
|
|
98,179
|
|
|
—
|
|
|
109,487
|
|
||||
Preferred stock if converted
|
—
|
|
|
200,000
|
|
|
—
|
|
|
200,000
|
|
||||
Weighted average common stock outstanding – diluted
|
1,776,831
|
|
|
2,746,955
|
|
|
1,883,322
|
|
|
2,752,322
|
|
||||
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings per basic share
|
$
|
(0.23
|
)
|
|
$
|
0.31
|
|
|
$
|
(0.74
|
)
|
|
$
|
3.40
|
|
(Loss) earnings per diluted share
|
$
|
(0.23
|
)
|
|
$
|
0.27
|
|
|
$
|
(0.74
|
)
|
|
$
|
2.77
|
|
|
Three months ended June 30, 2016
|
|
Three months ended June 30, 2015
|
|
Six months ended June 30, 2016
|
|
Six months ended June 30, 2015
|
||||||||
Numerator ($ in thousands)
|
|
|
|
|
|
|
|
||||||||
Amortization of preferred stock issuance costs
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
104
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator (in weighted-average shares)
|
|
|
|
|
|
|
|
||||||||
Stock options
|
167,720
|
|
|
—
|
|
|
168,659
|
|
|
—
|
|
||||
Restricted stock
|
39,170
|
|
|
—
|
|
|
45,646
|
|
|
—
|
|
||||
Preferred stock if converted
|
200,000
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
•
|
We have had continued success in executing upon Residential’s diversified single-family acquisition strategy and in managing Residential to capitalize on the compelling market opportunity to acquire high-yielding single-family homes at attractive prices. During the second quarter of 2016, we increased the size of Residential’s rental portfolio by 446 properties to bring its rental portfolio to 3,977 properties at June 30, 2016, representing an increase of 13% over the prior quarter. We have developed and employed internal proprietary models, which we believe give Residential an advantage in identifying and purchasing rental properties with optimal rental return metrics in areas that have attractive occupancy levels and rental margins.
|
•
|
We continued efforts to enable Residential to sell certain non-performing mortgage loans (“NPLs”) to take advantage of attractive market pricing during the second quarter of 2016. Residential completed the sale of 895 NPLs during the quarter, bringing the total NPLs sold in bulk transactions to 1,973 for the first six months of 2016. We have also accelerated the sale of Residential’s non-rental REO properties with 910 of such properties sold during the second quarter as compared to 686 properties sold in the first quarter of 2016, representing a 33% increase. We expect that NPL sales and non-rental REO property sales has and will provide Residential with significant liquidity to allow Residential to recycle capital and purchase pools of stabilized rental homes at attractive yields without additional equity dilution.
|
•
|
Residential’s partnership with Altisource Portfolio Solutions S.A. (“ASPS”) remains a key driver of efficiency and cost management in Residential’s model, and provides it with a scalable, established, nationwide property management infrastructure to support its acquisition of large numbers of single-family rental properties. Importantly, we manage Residential’s external property management structure with ASPS, which allows Residential to achieve scale in its single-family rental portfolio without incurring the substantial costs of developing its nationwide property management infrastructure.
|
•
|
Under our guidance, Residential’s lenders continue to support its single-family rental strategy. In March 2016, we increased the size of Residential's repurchase facility with Credit Suisse from $275.0 million to $350.0 million, and in April 2016, we increased the size of Residential's loan facility with Nomura Corporate Funding Americas, LLC from $200 million to $250 million and extended the facility for an additional year to April 2017.
|
•
|
Base Management Fee
. We are entitled to a quarterly Base Management Fee equal to 1.5% of the product of (i) Residential's average invested equity capital for the quarter
multiplied by
(ii) 0.25, while it has fewer than 2,500 single-family rental properties actually rented (“Rental Properties”). The Base Management Fee percentage increases to 1.75% of invested equity capital while Residential has between 2,500 and 4,499 Rental Properties and increases to 2.0% of invested equity capital while it has 4,500 or more Rental Properties;
|
•
|
Incentive Management Fee
. We are entitled to a quarterly Incentive Management Fee equal to 20% of the amount by which Residential's return on invested equity capital (based on AFFO, defined as net income attributable to holders of common stock calculated in accordance with GAAP
plus
real estate depreciation expense
minus
recurring capital expenditures on all real estate assets owned by Residential) exceeds an annual hurdle return rate of between 7.0% and 8.25% (depending on the 10-year treasury rate). The Incentive Management Fee increases to 22.5% while Residential has between 2,500 and 4,499 Rental Properties and increases to 25% while it has 4,500 or more Rental Properties; and
|
•
|
Conversion Fee
. We are entitled to a quarterly Conversion Fee equal to 1.5% of the market value of assets converted into leased single-family homes by Residential for the first time during the quarter.
|
i.
|
Rental revenues.
Minimum contractual rents from leases were recognized on a straight-line basis over the terms of the leases in residential rental revenues. Therefore, actual amounts billed in accordance with the lease during any given period may have been higher or lower than the amount of rental revenue recognized for the period.
|
ii.
|
Net realized gain on mortgage loans.
Residential recorded net realized gains, including the reclassification of previously accumulated net unrealized gains, upon the liquidation of a loan which may have consisted of short sale, third party sale of the underlying property, refinancing or full debt pay-off of the loan.
|
iii.
|
Net unrealized gains from the conversion of loans to REO.
Upon conversion of loans to REO, Residential marked the properties to the then-most recent market value. The difference between the carrying value of the asset at the time of conversion and the then-most recent market value, based on BPOs, was recorded in Residential's statement of operations as net unrealized gain on mortgage loans.
|
iv.
|
Net unrealized gains from the change in fair value of loans.
After Residential's sub-performing and non-performing mortgage loans were acquired, the fair value of each loan was adjusted in each subsequent reporting period as the loan proceeded to a particular resolution (i.e., modification or conversion to real estate owned). As a loan approached resolution, the resolution timeline for that loan decreased and costs embedded in the discounted cash flow model for loan servicing, foreclosure costs and property insurance were incurred and removed from future expenses. The shorter resolution timelines and reduced future expenses each increased the fair value of the loan. The increase in the value of the loan was recognized in net unrealized gain on mortgage loans in Residential's statements of operations.
|
v.
|
Net realized gain on real estate.
REO properties that did not meet Residential's investment criteria were sold out of its taxable REIT subsidiary. The realized gain or loss recognized in financial statements reflects the net amount of realized and unrealized gains on sold REOs from the time of acquisition to sale completion.
|
|
Residential (GAAP)
|
|
NewSource Stand-alone (Non-GAAP)
|
|
AAMC Stand-alone
(Non-GAAP)
|
|
Consolidating Entries
|
|
AAMC Consolidated (GAAP)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Base management fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,962
|
|
|
$
|
(4,962
|
)
|
|
$
|
—
|
|
Conversion fees
|
—
|
|
|
—
|
|
|
399
|
|
|
(399
|
)
|
|
—
|
|
|||||
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 mortgage loans held for sale
|
254
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
254
|
|
|||||
Net realized gain on real estate
|
12,404
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,404
|
|
|||||
Interest income
|
240
|
|
|
161
|
|
|
—
|
|
|
(161
|
)
|
|
240
|
|
|||||
Total revenues
|
76,519
|
|
|
161
|
|
|
5,361
|
|
|
(5,522
|
)
|
|
76,519
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaries and employee benefits
|
—
|
|
|
—
|
|
|
1,706
|
|
|
—
|
|
|
1,706
|
|
|||||
Equity-based compensation
|
37
|
|
|
—
|
|
|
2,049
|
|
|
—
|
|
|
2,086
|
|
|||||
Legal and professional fees
|
271
|
|
|
43
|
|
|
(156
|
)
|
|
—
|
|
|
158
|
|
|||||
Residential property operating expenses
|
16,857
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,857
|
|
|||||
Real estate depreciation and amortization
|
1,344
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,344
|
|
|||||
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
|
1,261
|
|
|
—
|
|
|
756
|
|
|
—
|
|
|
2,017
|
|
|||||
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 stockholders
|
$
|
13,092
|
|
|
$
|
(92
|
)
|
|
$
|
835
|
|
|
$
|
(13,092
|
)
|
|
$
|
743
|
|
|
Residential (GAAP)
|
|
NewSource Stand-alone (Non-GAAP)
|
|
AAMC Stand-alone
(Non-GAAP)
|
|
Consolidating Entries
|
|
AAMC Consolidated (GAAP)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Base management fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,172
|
|
|
$
|
(5,172
|
)
|
|
$
|
—
|
|
Incentive management fees
|
—
|
|
|
—
|
|
|
14,900
|
|
|
(14,900
|
)
|
|
—
|
|
|||||
Conversion fees
|
—
|
|
|
—
|
|
|
399
|
|
|
(399
|
)
|
|
—
|
|
|||||
Expense reimbursements
|
—
|
|
|
—
|
|
|
750
|
|
|
(750
|
)
|
|
—
|
|
|||||
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 mortgage loans held for sale
|
405
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
405
|
|
|||||
Net realized gain on real estate
|
23,012
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,012
|
|
|||||
Interest income
|
480
|
|
|
321
|
|
|
—
|
|
|
(321
|
)
|
|
480
|
|
|||||
Total revenues
|
165,434
|
|
|
321
|
|
|
21,221
|
|
|
(21,542
|
)
|
|
165,434
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaries and employee benefits
|
—
|
|
|
—
|
|
|
3,339
|
|
|
—
|
|
|
3,339
|
|
|||||
Equity-based compensation
|
93
|
|
|
—
|
|
|
2,939
|
|
|
—
|
|
|
3,032
|
|
|||||
Legal and professional fees
|
4,112
|
|
|
118
|
|
|
3,461
|
|
|
—
|
|
|
7,691
|
|
|||||
Residential property operating expenses
|
29,316
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,316
|
|
|||||
Real estate depreciation and amortization
|
2,342
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,342
|
|
|||||
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
|
2,145
|
|
|
—
|
|
|
1,323
|
|
|
—
|
|
|
3,468
|
|
|||||
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 stockholders
|
$
|
25,516
|
|
|
$
|
(217
|
)
|
|
$
|
7,848
|
|
|
$
|
(25,516
|
)
|
|
$
|
7,631
|
|
|
Residential (GAAP)
|
|
NewSource stand-alone (Non-GAAP)
|
|
AAMC Stand-alone
(Non-GAAP)
|
|
Consolidating Entries
|
|
AAMC Consolidated (GAAP)
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate held for use:
|
|
|
|
|
|
|
|
|
|
||||||||||
Land
|
$
|
56,346
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,346
|
|
Rental residential properties, net
|
224,040
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
224,040
|
|
|||||
Real estate owned
|
455,483
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
455,483
|
|
|||||
Total real estate held for use, net
|
735,869
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
735,869
|
|
|||||
Real estate assets held for sale
|
250,557
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,557
|
|
|||||
Mortgage loans at fair value
|
960,534
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
960,534
|
|
|||||
Mortgage loans held for sale
|
317,336
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
317,336
|
|
|||||
Cash and cash equivalents
|
116,702
|
|
|
4,583
|
|
|
63,259
|
|
|
—
|
|
|
184,544
|
|
|||||
Restricted cash
|
20,566
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,566
|
|
|||||
Accounts receivable, net
|
45,903
|
|
|
—
|
|
|
123
|
|
|
—
|
|
|
46,026
|
|
|||||
Related party receivables
|
2,180
|
|
|
—
|
|
|
—
|
|
|
(2,180
|
)
|
|
—
|
|
|||||
Investment in affiliate
|
—
|
|
|
—
|
|
|
12,007
|
|
|
(12,007
|
)
|
|
—
|
|
|||||
Prepaid expenses and other assets
|
1,126
|
|
|
5
|
|
|
2,028
|
|
|
10
|
|
|
3,169
|
|
|||||
Total assets
|
$
|
2,450,773
|
|
|
$
|
4,588
|
|
|
$
|
77,417
|
|
|
$
|
(14,177
|
)
|
|
$
|
2,518,601
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchase agreement
|
$
|
763,369
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
763,369
|
|
Other secured borrowings
|
502,599
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
502,599
|
|
|||||
Accrued salaries and employee benefits
|
—
|
|
|
—
|
|
|
4,006
|
|
|
—
|
|
|
4,006
|
|
|||||
Accounts payable and other accrued liabilities
|
32,448
|
|
|
1,546
|
|
|
722
|
|
|
—
|
|
|
34,716
|
|
|||||
Related party payables
|
—
|
|
|
—
|
|
|
2,180
|
|
|
(2,180
|
)
|
|
—
|
|
|||||
Total liabilities
|
1,298,416
|
|
|
1,546
|
|
|
6,908
|
|
|
(2,180
|
)
|
|
1,304,690
|
|
|||||
Commitments and contingencies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Redeemable preferred stock
|
—
|
|
|
—
|
|
|
249,133
|
|
|
—
|
|
|
249,133
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
572
|
|
|
—
|
|
|
26
|
|
|
(572
|
)
|
|
26
|
|
|||||
Additional paid-in capital
|
1,227,385
|
|
|
7,000
|
|
|
21,089
|
|
|
(1,232,055
|
)
|
|
23,419
|
|
|||||
Retained earnings (accumulated deficit)
|
(50,617
|
)
|
|
(3,958
|
)
|
|
55,245
|
|
|
50,008
|
|
|
50,678
|
|
|||||
Treasury stock
|
(24,983
|
)
|
|
—
|
|
|
(254,984
|
)
|
|
24,983
|
|
|
(254,984
|
)
|
|||||
Total stockholders' equity (deficit)
|
1,152,357
|
|
|
3,042
|
|
|
(178,624
|
)
|
|
(1,157,636
|
)
|
|
(180,861
|
)
|
|||||
Noncontrolling interest in consolidated affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
1,145,639
|
|
|
1,145,639
|
|
|||||
Total equity (deficit)
|
1,152,357
|
|
|
3,042
|
|
|
(178,624
|
)
|
|
(11,997
|
)
|
|
964,778
|
|
|||||
Total liabilities and equity
|
$
|
2,450,773
|
|
|
$
|
4,588
|
|
|
$
|
77,417
|
|
|
$
|
(14,177
|
)
|
|
$
|
2,518,601
|
|
|
Six months ended June 30, 2016
|
|
Six months ended June 30, 2015
|
||||
Net cash used in operating activities
|
$
|
(6,250
|
)
|
|
$
|
(88,185
|
)
|
Net cash (used in) provided by investing activities (1)
|
(132,290
|
)
|
|
154,998
|
|
||
Net cash used in financing activities
|
(6,585
|
)
|
|
(37,698
|
)
|
||
Total cash flows
|
$
|
(145,125
|
)
|
|
$
|
29,115
|
|
(1)
|
Upon deconsolidation of Residential effective January 1, 2016, we recognized a reduction in cash of $116.7 million, which represented the cash attributable to Residential within our consolidated balance sheet as of December 31, 2015.
|
|
|
(a) Total Number of Shares Purchased
|
|
(b) Average Price Paid per Share
|
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
(d) Maximum Dollar Value of Shares that may yet be Purchased Under Plans or Programs (1)
|
||||||
April 2016
|
|
107,630
|
|
|
$
|
15.96
|
|
|
765,337
|
|
|
$
|
46,865
|
|
May 2016
|
|
57,584
|
|
|
13.70
|
|
|
822,921
|
|
|
46,076
|
|
||
June 2016
|
|
78,281
|
|
|
21.84
|
|
|
901,202
|
|
|
44,367
|
|
||
Quarter ended June 30, 2016
|
|
243,495
|
|
|
17.32
|
|
|
901,202
|
|
|
44,367
|
|
(1)
|
Since Board approval of repurchases is based on dollar amount, we cannot estimate the number of shares remaining to be purchased.
|
Exhibit Number
|
|
Description
|
2.1
|
|
Separation Agreement, dated as of December 21, 2012, between Altisource Asset Management Corporation and Altisource Portfolio Solutions S.A. (incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed with the Commission on December 28, 2012).
|
3.1
|
|
Amended and Restated Articles of Incorporation of Altisource Asset Management Corporation (incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form 10 filed with the Commission on December 5, 2012).
|
3.2
|
|
First Amended and Restated Bylaws of Altisource Asset Management Corporation (incorporated by reference to Exhibit 3.2 of the Registrant's Registration Statement on Form 10 filed with the Commission on December 5, 2012).
|
3.3
|
|
Certificate of Designations establishing the Company’s Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on March 19, 2014).
|
31.1*
|
|
Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act
|
31.2*
|
|
Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act
|
32.1*
|
|
Certification of CEO Pursuant to Section 906 of the Sarbanes-Oxley Act
|
32.2*
|
|
Certification of CFO Pursuant to Section 906 of the Sarbanes-Oxley Act
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Extension Labels Linkbase
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
Altisource Asset Management Corporation
|
Date:
|
August 8, 2016
|
By:
|
/s/
|
Robin N. Lowe
|
|
|
|
|
Robin N. Lowe
|
|
|
|
|
Chief Financial Officer
|
1 Year Altisource Asset Managem... Chart |
1 Month Altisource Asset Managem... Chart |
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