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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 | |
---|---|---|---|---|---|---|---|---|
-0.03 | -0.93% | 3.18 | 3.18 | 3.18 | 3.18 | 1 | 14:30:28 |
|
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
|
o
|
Non-Accelerated Filer
|
x
|
(Do not check if a smaller reporting company)
|
Smaller Reporting Company
|
o
|
|
|
|
Emerging Growth Company
|
o
|
•
|
our ability to implement our business strategy and the business strategy of Front Yard;
|
•
|
our ability to retain Front Yard as a client;
|
•
|
our ability to retain and maintain our strategic relationships;
|
•
|
the ability of Front Yard to generate a return on invested capital in excess of applicable hurdle rates under our management;
|
•
|
our ability to obtain additional asset management clients;
|
•
|
our ability to effectively compete with our competitors;
|
•
|
Front Yard's ability to complete future or pending transactions;
|
•
|
the failure of our service providers to effectively perform their obligations under their agreements with us;
|
•
|
the failure of Front Yard’s service providers to effectively perform their obligations under their agreements with Front Yard;
|
•
|
general economic and market conditions; and
|
•
|
governmental regulations, taxes and policies.
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(unaudited)
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
29,115
|
|
|
$
|
33,349
|
|
Short-term investments
|
432
|
|
|
625
|
|
||
Front Yard common stock
|
16,326
|
|
|
19,266
|
|
||
Receivable from Front Yard
|
4,027
|
|
|
4,151
|
|
||
Prepaid expenses and other assets
|
1,440
|
|
|
1,022
|
|
||
Total current assets
|
51,340
|
|
|
58,413
|
|
||
Other non-current assets
|
1,527
|
|
|
1,974
|
|
||
Total assets
|
$
|
52,867
|
|
|
$
|
60,387
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|||
Accrued salaries and employee benefits
|
$
|
2,045
|
|
|
$
|
5,651
|
|
Accounts payable and other accrued liabilities
|
1,471
|
|
|
2,085
|
|
||
Total liabilities
|
3,516
|
|
|
7,736
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 3)
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Redeemable preferred stock:
|
|
|
|
||||
Preferred stock, $0.01 par value, 250,000 shares issued and outstanding as of March 31, 2018 and December 31, 2017; redemption value $250,000
|
249,597
|
|
|
249,546
|
|
||
|
|
|
|
||||
Stockholders' deficit:
|
|
|
|
|
|
||
Common stock, $0.01 par value, 5,000,000 authorized shares; 2,830,461 and 1,611,747 shares issued and outstanding, respectively, as of March 31, 2018 and 2,815,122 and 1,599,210 shares issued and outstanding, respectively, as of December 31, 2017
|
28
|
|
|
28
|
|
||
Additional paid-in capital
|
39,025
|
|
|
37,765
|
|
||
Retained earnings
|
33,225
|
|
|
38,970
|
|
||
Accumulated other comprehensive loss
|
—
|
|
|
(1,330
|
)
|
||
Treasury stock, at cost, 1,218,714 shares as of March 31, 2018 and 1,215,912 shares as of December 31, 2017
|
(272,524
|
)
|
|
(272,328
|
)
|
||
Total stockholders' deficit
|
(200,246
|
)
|
|
(196,895
|
)
|
||
Total liabilities and equity
|
$
|
52,867
|
|
|
$
|
60,387
|
|
|
Three months ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
||||
Management fees from Front Yard
|
$
|
3,727
|
|
|
$
|
4,211
|
|
Conversion fees from Front Yard
|
63
|
|
|
604
|
|
||
Expense reimbursements from Front Yard
|
262
|
|
|
196
|
|
||
Total revenues
|
4,052
|
|
|
5,011
|
|
||
Expenses:
|
|
|
|
||||
Salaries and employee benefits
|
4,214
|
|
|
4,687
|
|
||
Legal and professional fees
|
352
|
|
|
684
|
|
||
General and administrative
|
947
|
|
|
1,157
|
|
||
Total expenses
|
5,513
|
|
|
6,528
|
|
||
Other (loss) income:
|
|
|
|
||||
Change in fair value of Front Yard common stock
|
(2,940
|
)
|
|
—
|
|
||
Dividend income on Front Yard common stock
|
244
|
|
|
244
|
|
||
Other income
|
43
|
|
|
12
|
|
||
Total other (loss) income
|
(2,653
|
)
|
|
256
|
|
||
Loss before income taxes
|
(4,114
|
)
|
|
(1,261
|
)
|
||
Income tax expense
|
250
|
|
|
57
|
|
||
Net loss
|
(4,364
|
)
|
|
(1,318
|
)
|
||
Amortization of preferred stock issuance costs
|
(51
|
)
|
|
(52
|
)
|
||
Net loss attributable to common stockholders
|
$
|
(4,415
|
)
|
|
$
|
(1,370
|
)
|
|
|
|
|
||||
Loss per share of common stock – basic:
|
|
|
|
|
|
||
Loss per basic share
|
$
|
(2.75
|
)
|
|
$
|
(0.89
|
)
|
Weighted average common stock outstanding – basic
|
1,603,898
|
|
|
1,545,555
|
|
||
|
|
|
|
|
|
||
Loss per share of common stock – diluted:
|
|
|
|
|
|
||
Loss per diluted share
|
$
|
(2.75
|
)
|
|
$
|
(0.89
|
)
|
Weighted average common stock outstanding – diluted
|
1,603,898
|
|
|
1,545,555
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Net loss
|
|
$
|
(4,364
|
)
|
|
$
|
(1,318
|
)
|
|
|
|
|
|
||||
Other comprehensive (loss) income:
|
|
|
|
|
||||
Change in fair value of Front Yard common stock (Note 1)
|
|
—
|
|
|
6,839
|
|
||
Other comprehensive (loss) income, before tax effect
|
|
—
|
|
|
6,839
|
|
||
Tax expense of other comprehensive (loss) income
|
|
—
|
|
|
(1,608
|
)
|
||
Total other comprehensive (loss) income
|
|
—
|
|
|
5,231
|
|
||
|
|
|
|
|
||||
Comprehensive (loss) income
|
|
$
|
(4,364
|
)
|
|
$
|
3,913
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury Stock
|
|
Total Stockholders' Deficit
|
|||||||||||||||
|
Number of Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
December 31, 2017
|
2,815,122
|
|
|
$
|
28
|
|
|
$
|
37,765
|
|
|
$
|
38,970
|
|
|
$
|
(1,330
|
)
|
|
$
|
(272,328
|
)
|
|
$
|
(196,895
|
)
|
Cumulative effect of adoption of ASU 2016-01 (Note 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,330
|
)
|
|
1,330
|
|
|
—
|
|
|
—
|
|
||||||
Common shares issued under share-based compensation plans, net of shares withheld for employee taxes
|
15,339
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Treasury shares repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(196
|
)
|
|
(196
|
)
|
||||||
Amortization of preferred stock issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
1,257
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,257
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,364
|
)
|
|
—
|
|
|
—
|
|
|
(4,364
|
)
|
||||||
March 31, 2018
|
2,830,461
|
|
|
$
|
28
|
|
|
$
|
39,025
|
|
|
$
|
33,225
|
|
|
$
|
—
|
|
|
$
|
(272,524
|
)
|
|
$
|
(200,246
|
)
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Treasury Stock
|
|
Total Stockholders' Deficit
|
|||||||||||||||
|
Number of Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
December 31, 2016
|
2,637,629
|
|
|
$
|
26
|
|
|
$
|
30,696
|
|
|
$
|
46,145
|
|
|
$
|
(2,662
|
)
|
|
$
|
(266,484
|
)
|
|
$
|
(192,279
|
)
|
Common shares issued under share-based compensation plans, net of shares withheld for employee taxes
|
102,919
|
|
|
1
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
||||||
Treasury shares repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,996
|
)
|
|
(3,996
|
)
|
||||||
Amortization of preferred stock issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
2,169
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,169
|
|
||||||
Change in fair value of Front Yard common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,231
|
|
|
—
|
|
|
5,231
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,318
|
)
|
|
—
|
|
|
—
|
|
|
(1,318
|
)
|
||||||
March 31, 2017
|
2,740,548
|
|
|
$
|
27
|
|
|
$
|
32,931
|
|
|
$
|
44,775
|
|
|
$
|
2,569
|
|
|
$
|
(270,480
|
)
|
|
$
|
(190,178
|
)
|
|
Three months ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(4,364
|
)
|
|
$
|
(1,318
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Share-based compensation
|
1,257
|
|
|
2,169
|
|
||
Change in fair value of Front Yard common stock
|
2,940
|
|
|
—
|
|
||
Depreciation
|
109
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Related party receivables
|
124
|
|
|
175
|
|
||
Prepaid expenses and other assets
|
(418
|
)
|
|
(546
|
)
|
||
Other non-current assets
|
352
|
|
|
—
|
|
||
Accrued salaries and employee benefits
|
(3,606
|
)
|
|
(3,141
|
)
|
||
Accounts payable and other accrued liabilities
|
(614
|
)
|
|
(3,139
|
)
|
||
Net cash used in operating activities
|
(4,220
|
)
|
|
(5,800
|
)
|
||
Investing activities:
|
|
|
|
||||
Proceeds of maturities of short-term investments
|
193
|
|
|
—
|
|
||
Investment in property, plant and equipment
|
(14
|
)
|
|
—
|
|
||
Net cash provided by investing activities
|
179
|
|
|
—
|
|
||
Financing activities:
|
|
|
|
||||
Proceeds from stock option exercises
|
3
|
|
|
363
|
|
||
Repurchase of common stock
|
(196
|
)
|
|
(3,996
|
)
|
||
Payment of tax withholdings on stock option exercises
|
—
|
|
|
(296
|
)
|
||
Net cash used in financing activities
|
(193
|
)
|
|
(3,929
|
)
|
||
Net change in cash and cash equivalents
|
(4,234
|
)
|
|
(9,729
|
)
|
||
Cash and cash equivalents as of beginning of the period
|
33,349
|
|
|
40,584
|
|
||
Cash and cash equivalents as of end of the period
|
$
|
29,115
|
|
|
$
|
30,855
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
||||
Income taxes paid
|
$
|
330
|
|
|
$
|
662
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
Carrying Amount
|
|
Quoted Prices in Active Markets
|
|
Observable Inputs Other Than Level 1 Prices
|
|
Unobservable Inputs
|
||||||||
March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Recurring basis (assets):
|
|
|
|
|
|
|
|
||||||||
Front Yard common stock
|
$
|
16,326
|
|
|
$
|
16,326
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Recurring basis (assets):
|
|
|
|
|
|
|
|
||||||||
Front Yard common stock
|
$
|
19,266
|
|
|
$
|
19,266
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Front Yard common stock
|
$
|
20,596
|
|
|
$
|
—
|
|
|
$
|
4,270
|
|
|
$
|
16,326
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Front Yard common stock
|
$
|
20,596
|
|
|
$
|
—
|
|
|
$
|
1,330
|
|
|
$
|
19,266
|
|
•
|
Base Management Fee
. We are entitled to a quarterly base management fee equal to
1.5%
of the product of (i) Front Yard’s average invested capital (as defined in the AMA) 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 average invested capital while Front Yard has between
2,500
and
4,499
Rental Properties and increases to
2.0%
of invested capital while Front Yard 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 Front Yard's return on invested 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 Front Yard) exceeds an annual hurdle return rate of between
7.0%
and
8.25%
(or
1.75%
and
2.06%
per quarter), depending on the
10
-year treasury rate. To the extent Front Yard has an aggregate shortfall in its return rate over the previous seven quarters, that aggregate return rate shortfall gets added to the normal quarterly return hurdle for the next quarter before we are entitled to an incentive management fee. The incentive management fee increases to
22.5%
while Front Yard has between
2,500
and
4,499
Rental Properties and increases to
25%
while Front Yard has
4,500
or more Rental Properties. Front Yard has the flexibility to pay up to
25%
of the incentive management fee to us in shares of its common stock; and
|
•
|
Conversion Fee
. We are entitled to a quarterly conversion fee equal to
1.5%
of assets converted into leased single-family homes by Front Yard for the first time during the applicable quarter.
|
|
Three months ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Numerator
|
|
|
|
||||
Net loss
|
$
|
(4,364
|
)
|
|
(1,318
|
)
|
|
Amortization of preferred stock issuance costs
|
(51
|
)
|
|
(52
|
)
|
||
Numerator for basic and diluted EPS – loss attributable to common stockholders
|
$
|
(4,415
|
)
|
|
$
|
(1,370
|
)
|
|
|
|
|
||||
Denominator
|
|
|
|
||||
Weighted average common stock outstanding – basic
|
1,603,898
|
|
|
1,545,555
|
|
||
Weighted average common stock outstanding – diluted
|
1,603,898
|
|
|
1,545,555
|
|
||
|
|
|
|
||||
Loss per basic common share
|
$
|
(2.75
|
)
|
|
$
|
(0.89
|
)
|
Loss per diluted common share
|
$
|
(2.75
|
)
|
|
$
|
(0.89
|
)
|
|
Three months ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Numerator
|
|
|
|
||||
Reversal of amortization of preferred stock issuance costs
|
$
|
51
|
|
|
$
|
52
|
|
|
|
|
|
||||
Denominator
|
|
|
|
||||
Stock options
|
27,588
|
|
|
113,339
|
|
||
Restricted stock
|
29,979
|
|
|
40,666
|
|
||
Preferred stock, if converted
|
200,000
|
|
|
200,000
|
|
•
|
Base Management Fee
. We are entitled to a quarterly base management fee equal to 1.5% of the product of (i) Front Yard's average invested capital (as defined in the AMA) for the quarter
multiplied by
(ii) 0.25, while it has fewer than 2,500 SFR properties actually rented (“Rental Properties”). The base management fee percentage increases to 1.75% of average invested capital while Front Yard has between 2,500 and 4,499 Rental Properties and increases to 2.0% of average invested 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 Front Yard's return on invested 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 Front Yard) exceeds an annual hurdle return rate of between 7.0% and 8.25% (or 1.75% and 2.06% per quarter), depending on the 10-year treasury rate. To the extent Front Yard has an aggregate shortfall in its return rate over the previous seven quarters, that aggregate return rate shortfall gets added to the normal quarterly 1.75% return hurdle for the next quarter before we are entitled to an incentive management fee. The incentive management fee increases to 22.5% while Front Yard has between 2,500 and 4,499 Rental Properties and increases to 25% while it has 4,500 or more Rental Properties. Front Yard has the flexibility to pay up to 25% of the incentive management fee to us in shares of its common stock; 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 Front Yard for the first time during the quarter.
|
|
Three months ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net cash used in operating activities
|
$
|
(4,220
|
)
|
|
$
|
(5,800
|
)
|
Net cash provided by investing activities
|
179
|
|
|
—
|
|
||
Net cash used in financing activities
|
(193
|
)
|
|
(3,929
|
)
|
||
Total cash flows
|
$
|
(4,234
|
)
|
|
$
|
(9,729
|
)
|
Exhibit Number
|
|
Description
|
|
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 SEC on December 28, 2012).
|
|
|
Amended and Restated Articles of Incorporation of Altisource Asset Management Corporation (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed with the SEC on January 5, 2017).
|
|
|
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 SEC on December 5, 2012).
|
|
|
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 SEC 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:
|
May 8, 2018
|
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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