Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36063 | |
Entity Registrant Name | Altisource Asset Management Corporation | |
Entity Incorporation, State or Country Code | VI | |
Entity Tax Identification Number | 66-0783125 | |
Entity Address, Address Line One | 5100 Tamarind Reef | |
Entity Address, City or Town | Christiansted | |
Entity Address, Country | VI | |
Entity Address, Postal Zip Code | 00820 | |
City Area Code | 704 | |
Local Phone Number | 275-9113 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | AAMC | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,758,421 | |
Entity Central Index Key | 0001555074 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Loans held for sale, at fair value | $ 13,475 | $ 11,593 |
Loans held for investment, at fair value | 65,316 | 83,143 |
Cash and cash equivalents | 11,836 | 10,727 |
Restricted cash | 2,049 | 2,047 |
Other assets | 10,642 | 10,137 |
Total assets | 103,318 | 117,647 |
Liabilities | ||
Accrued expenses and other liabilities | 8,862 | 10,349 |
Lease liabilities | 1,232 | 1,323 |
Credit facilities | 43,234 | 51,653 |
Total liabilities | 53,328 | 63,325 |
Commitments and contingencies (Note 5) | ||
Redeemable preferred stock: | ||
Preferred stock, $0.01 par value, 250,000 shares authorized as of March 31, 2023 and December 31, 2022. 144,212 shares issued and outstanding and $144,212 redemption value as of March 31, 2023 and December 31, 2022, respectively. | 144,212 | 144,212 |
Stockholders' deficit: | ||
Common stock, $0.01 par value, 5,000,000 authorized shares; 3,434,294 and 1,758,421 shares issued and outstanding, respectively, as of March 31, 2023 and 3,432,294 and 1,783,862 shares issued and outstanding, respectively, as of December 31, 2022. | 34 | 34 |
Additional paid-in capital | 149,170 | 149,010 |
Retained earnings | 38,528 | 41,516 |
Accumulated other comprehensive income | 20 | 20 |
Treasury stock, at cost, 1,675,873 shares as of March 31, 2023 and 1,648,432 shares as of December 31, 2022. | (281,974) | (280,470) |
Total stockholders' deficit | (94,222) | (89,890) |
Total Liabilities and Equity | $ 103,318 | $ 117,647 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 250,000 | 250,000 |
Preferred stock, shares issued (in shares) | 144,212 | 144,212 |
Preferred stock, shares outstanding (in shares) | 144,212 | 144,212 |
Preferred stock, redemption value | $ 144,212 | $ 144,212 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Common stock, shares issued (in shares) | 3,434,294 | 3,432,294 |
Common stock, shares outstanding (in shares) | 1,758,421 | 1,783,862 |
Treasury stock, shares (in shares) | 1,675,873 | 1,648,432 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues: | ||
Loan interest income | $ 2,036 | $ 0 |
Loan fee income | 85 | 0 |
Realized gains on loans held for sale, net | 10 | 0 |
Total revenues | 2,131 | 0 |
Expenses: | ||
Salaries and employee benefits | 1,864 | 924 |
Legal fees | 441 | 1,357 |
Professional fees | 480 | 266 |
General and administrative | 934 | 729 |
Servicing and asset management expense | 183 | 0 |
Acquisition charges | 0 | 424 |
Interest expense | 1,082 | 0 |
Direct loan expense | 263 | 0 |
Loan sales and marketing expense | 409 | 0 |
Total expenses | 5,656 | 3,700 |
Other income (expense): | ||
Change in fair value of loans | 849 | 0 |
Realized losses on sale of held for investment loans, net | (275) | 0 |
Other | (2) | 8 |
Total other income | 572 | 8 |
Net loss before income taxes | (2,953) | (3,692) |
Income tax expense (benefit) | 35 | 5 |
Net loss attributable to common stockholders | (2,988) | (3,697) |
Gain on preferred stock transaction | 0 | 5,122 |
Numerator for earnings per share | $ (2,988) | $ 1,425 |
(Loss) income per share of common stock – Basic: | ||
(Loss) income per basic common share (in USD per share) | $ (1.68) | $ 0.69 |
Weighted average common stock outstanding– basic (in shares) | 1,777,135 | 2,056,666 |
(Loss) income per share of common stock – Diluted: | ||
(Loss) income per diluted common share (in USD per share) | $ (1.68) | $ 0.66 |
Weighted average common stock outstanding- diluted (in shares) | 1,777,135 | 2,174,002 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (2,988) | $ (3,697) |
Other comprehensive loss: | ||
Currency translation adjustments, net | 0 | (6) |
Total other comprehensive loss: | 0 | (6) |
Comprehensive loss: | $ (2,988) | $ (3,703) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2021 | 3,416,541 | |||||
Beginning balance at Dec. 31, 2021 | $ (76,528) | $ 34 | $ 143,523 | $ 57,450 | $ 54 | $ (277,589) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common shares issued under share-based compensation plans, net of shares withheld for employee taxes (in shares) | 5,850 | |||||
Common shares issued under share-based compensation plans, net of shares withheld for employee taxes | 25 | 25 | ||||
Share-based compensation, net of tax | 72 | 72 | 0 | |||
Currency translation adjustments, net | (6) | (6) | ||||
Preferred stock conversion | 5,122 | 5,122 | ||||
Net loss | (3,697) | (3,697) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 3,422,391 | |||||
Ending balance at Mar. 31, 2022 | $ (75,012) | $ 34 | 148,742 | 53,753 | 48 | (277,589) |
Beginning balance (in shares) at Dec. 31, 2022 | 1,783,862 | 3,432,294 | ||||
Beginning balance at Dec. 31, 2022 | $ (89,890) | $ 34 | 149,010 | 41,516 | 20 | (280,470) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common shares issued under share-based compensation plans, net of shares withheld for employee taxes (in shares) | 2,000 | |||||
Treasury shares repurchased | (1,504) | (1,504) | ||||
Share-based compensation, net of tax | 160 | 160 | 0 | |||
Currency translation adjustments, net | 0 | |||||
Net loss | $ (2,988) | (2,988) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 1,758,421 | 3,434,294 | ||||
Ending balance at Mar. 31, 2023 | $ (94,222) | $ 34 | $ 149,170 | $ 38,528 | $ 20 | $ (281,974) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities: | ||
Net loss | $ (2,988) | $ (3,697) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 64 | 73 |
Share-based compensation | 160 | 72 |
Amortization of operating lease right-of-use assets | 94 | 40 |
Change in fair value of loans | (849) | 0 |
Net realized loss on sale of loans | 265 | 0 |
Changes in operating assets and liabilities: | ||
Originations of held for sale loans | (1,817) | 0 |
Additional fundings of held for sale loans | (1,202) | 0 |
Proceeds from sales of loans held for sale | 1,087 | 0 |
Principal payments on loans held for sale | 116 | 0 |
Interest receivable | 340 | 0 |
Amortization of deferred financing fees | 31 | 0 |
Other assets and liabilities | (2,245) | (867) |
Net cash used in operating activities | (6,944) | (4,379) |
Investing activities: | ||
Purchase of loans held for investment | 0 | (17,723) |
Additional fundings of loans held for investment | (2,612) | 0 |
Proceeds from sales of loans held for investment | 5,235 | 0 |
Principal payments on loans held for investment | 15,382 | 0 |
Investment in property and equipment | (31) | 0 |
Net cash provided by (used in) investing activities | 17,974 | (17,723) |
Financing activities: | ||
Conversion of preferred stock | 0 | (1,893) |
Proceeds from borrowed funds | 23,370 | 0 |
Repayment of borrowed funds | (31,789) | 0 |
Proceeds and payment of tax withholding on stock options exercised, net | 0 | 25 |
Repurchase of common stock | (1,504) | 0 |
Net cash used in financing activities | (9,923) | (1,868) |
Net change in cash and cash equivalents | 1,107 | (23,970) |
Effect of exchange rate changes on cash and cash equivalents | 4 | (9) |
Consolidated cash, cash equivalents and restricted cash, beginning of period | 12,774 | 78,349 |
Consolidated cash, cash equivalents and restricted cash, end of the period | 13,885 | 54,370 |
Cash and cash equivalents | 11,836 | |
Restricted cash | 2,049 | |
Total cash, cash equivalents, and restricted cash | 13,885 | 54,370 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 900 | 0 |
Income taxes paid | $ 48 | $ 5 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Altisource Asset Management Corporation (“we,” “our,” “us,” “AAMC,” or the “Company”) was incorporated in the U.S. Virgin Islands (“USVI”) on March 15, 2012 (our “inception”), and commenced operations as an asset manager on December 21, 2012. During the first quarter of 2022, the Company created the Alternative Lending Group (“ALG”), a wholly-owned subsidiary of the Company, to generate alternative private credit loans through Direct to Borrower Lending, Wholesale Originations, and Correspondent Loan Acquisitions. The initial operations of ALG entail the following: • Build out a niche origination platform as well as a loan acquisition team; • Fund the originated or acquired alternative loans from a combination of Company equity and existing or future lines of credit; • Sell the originated and acquired alternative loans through forward commitment and repurchase contracts; • Leverage senior management’s expertise in this space; and • Utilize AAMC’s existing operations in India to drive controls and cost efficiencies. ALG’s primary sources of income are derived from mortgage banking activities generated through the origination and acquisition of loans, and their subsequent sale or securitization as well as net interest income from loans while held on the balance sheet. Basis of presentation and use of estimates The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All wholly owned subsidiaries are included, and all intercompany accounts and transactions have been eliminated. In management's opinion, the unaudited interim condensed consolidated financial statements contain all adjustments that are of a normal recurring nature and are necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. The interim results are not necessarily indicative of results for a full year. We have omitted certain notes and other information from the interim condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q as permitted by SEC rules and regulations. These condensed consolidated financial statements should be read in conjunction with our annual consolidated financial statements included within our Annual Report on Form 10-K for the year ended December 31, 2022. Use of estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Loans held for sale or investment, carried at fair market value We originate and purchase alternative loans. These loans will either be classified as held for investment or held for sale depending upon the determination of management. We have elected to measure these alternative loans at fair value on a loan by loan basis. This option is available when we first recognize a financial asset. Subsequent changes in the fair value of these loans will be recorded in our Condensed Consolidated Statements of Operations in the period of the change. Purchased loans, also known as correspondent loans, can be bought with a net strip interest component in that the seller of the loan will receive an agreed upon percentage of the coupon interest generated from the sold loan. This strip component is reflected as service and asset management expense on the Condensed Consolidated Statements of Operations. A fair value measurement represents the price at which an orderly transaction would occur between willing market participants at the measurement date. Loans under contract for sale are valued at the agreed sales price. We estimate the fair values of the loans held for investment or sale based on available inputs from the marketplace. The market for the loans that we have or will invest in is generally illiquid. Establishing fair values for illiquid assets is inherently subjective and is often dependent upon our estimates and modeling assumptions. In circumstances where relevant market inputs cannot be obtained, increased analysis and management judgment are required to estimate fair value. This generally requires us to establish internal assumptions about future cash flows and appropriate risk-adjusted discount rates. Regardless of the valuation inputs we apply, the objective of fair value measurement for assets is unchanged from what it would be if markets were operating at normal activity levels and/or transactions were orderly; that is, to determine the current exit price. See Note 2 for further discussion on fair value measurements. Interest for these loans is recognized as revenue based on the stated coupon when earned and deemed collectible or until a loan becomes more than 90 days past due, at which point the loan is placed on nonaccrual status and any accrued interest is reversed against interest income. When a seriously delinquent loan previously placed on nonaccrual status has been cured, meaning all delinquent principal and interest have been remitted by the borrower, the loan will be placed back on accrual status. Interest accrued as of period end is included within loans held for sale, at fair value or loans held for investment, at fair value in the Condensed Consolidated Balance Sheets as applicable. Redeemable Preferred stock Issuance of Series A Convertible Preferred Stock in 2014 Private Placement During the first quarter of 2014, we issued 250,000 shares of convertible preferred stock for $250.0 million to institutional investors. Under the Certificate of Designations of the Series A Shares (the “Certificate”), we have the option to redeem all of the Series A Shares on March 15, 2020 and on each successive five-year anniversary of March 15, 2020 thereafter. In connection with these same redemption dates, each holder of our Series A Shares has the right to give notice requesting us to redeem all of the Series A Shares held by such holder out of legally available funds. In accordance with the terms of the Certificate, if we have legally available funds to redeem all, but not less than all, of the Series A Shares requested to be redeemed on a redemption date, we will deliver to those holders who have requested redemption in accordance with the Certificate a notice of redemption. If we do not have legally available funds to redeem all, but not less than all, of the Series A Shares requested to be redeemed on a redemption date, we will not provide a notice of redemption. The redemption right will be exercisable in connection with each redemption date every five years until the mandatory redemption date in 2044. If we are required to redeem all of the holder’s Series A Shares, we are required to do so for cash at a price equal to $1,000 per share (the issuance price) out of funds legally available therefor. Due to the redemption provisions of the Series A Preferred Stock, we classify these shares as mezzanine equity, outside of permanent stockholders' equity. The holders of our Series A Shares are not entitled to receive dividends with respect to their Series A Shares. The Series A Shares are convertible into shares of our common stock at a conversion price of $1,250 per share (or an exchange rate of 0.8 shares of common stock for Series A Share), subject to certain anti-dilution adjustments. Upon certain change of control transactions or upon the liquidation, dissolution or winding up of the Company, holders of the Series A Shares will be entitled to receive an amount in cash per Series A Share equal to the greater of: (i) $1,000 plus the aggregate amount of cash dividends paid on the number of shares of common stock into which such Series A Shares were convertible on each ex-dividend date for such dividends; and (ii) The number of shares of common stock into which the Series A Shares are then convertible multiplied by the then-current market price of the common stock. The Certificate confers no voting rights to holders, except with respect to matters that materially and adversely affect the voting powers, rights or preferences of the Series A Shares or as otherwise required by applicable law. With respect to the distribution of assets upon the liquidation, dissolution or winding up of the Company, the Series A Shares rank senior to our common stock and on parity with all other classes of preferred stock that may be issued by us in the future. The Series A Shares are recorded net of issuance costs, which were amortized on a straight-line basis through the first potential redemption date in March 2020. Between January 31, 2020 and February 3, 2020, we received purported notices from all of the holders of our Series A Shares requesting us to redeem an aggregate of $250.0 million liquidation preference of our Series A Shares on March 15, 2020. We did not have legally available funds to redeem all of the Series A Shares on March 15, 2020. As a result, we do not believe, under the terms of the Certificate, that we were obligated to redeem any of the Series A Shares under the Certificate. Current Litigation – Luxor (plaintiff) v. AAMC (defendant) On February 3, 2020, Luxor filed a complaint in the Supreme Court of the State of New York, County of New York, against AAMC for breach of contract, specific performance, unjust enrichment, and related damages and expenses. The complaint alleges that AAMC’s position that it will not redeem any of Luxor’s Series A Shares on the March 15, 2020 redemption date is a material breach of AAMC’s redemption obligations under the Certificate. Luxor seeks an order requiring AAMC to redeem its Series A Shares, recovery of no less than $144,212,000 in damages, which is equal to the amount Luxor would receive if AAMC redeemed all of Luxor’s Series A Shares at the redemption price of $1,000 per share set forth in the Certificate, as well as payment of its costs and expenses in the lawsuit. In the alternative, Luxor seeks a return of its initial purchase price of $150,000,000 for the Series A Shares, as well as payment of its costs and expenses in the lawsuit. On May 25, 2020, Luxor’s complaint was amended to add Putnam Equity Spectrum Fund and Putnam Capital Spectrum Fund (collectively, “Putnam”), which also invested in the Series A Shares, as plaintiff. On June 12, 2020, AAMC moved to dismiss the Amended Complaint in favor of AAMC’s first-filed declaratory judgment action in the U.S. Virgin Islands. On August 3, 2020, the court denied AAMC’s motion to dismiss. On February 23, 2021, in accordance with the terms of the Putnam Agreement described below, Putnam agreed to discontinue all claims against AAMC with prejudice related to the Series A shares. Luxor and AAMC have completed discovery in the action. AAMC and Luxor each filed summary judgment motions on July 19, 2022 and replies to those motions on August 18, 2022 and September 15, 2022. On December 1, 2022, having heard oral arguments on the summary judgment motions, the court denied both parties’ motions. AAMC and Luxor have filed an appeal and cross-appeal, respectively, from the trial court’s ruling in the Appellate Division - First Department, of the Supreme Court of the State of New York. By stipulation of the parties, the appeal and cross-appeal shall be perfected and briefed for the June 2023 term. AAMC continues to pursue its strategic business initiatives despite this litigation. If Luxor were to prevail in its lawsuit, our liquidity could be materially and adversely affected. – AAMC (plaintiff) v. Nathaniel Redleaf (defendant) On October 31, 2022, AAMC filed a complaint with demand for jury trial in the Superior Court of the Virgin Islands, Division of St. Croix, against Nathaniel Redleaf alleging breach of fiduciary duty to AAMC. Mr. Redleaf was a member of AAMC’s Board of Directors for five years and the Company’s complaint alleges that he breached his fiduciary duty, by among other things, disclosing AAMC’s confidential information to Luxor. AAMC seeks a number of remedies, including compensatory damages, disgorgement of any benefit received by Luxor or Mr. Redleaf as a result of such breaches. On January 4, 2023, this action was removed to the United States District Court of the Virgin Islands, Division of St. Croix. On February 28, 2023, defendant Redleaf filed a motion to dismiss the complaint. On April 25, 2023, the Magistrate Judge issued an order scheduling an initial conference for June 8, 2023. Settlement Activities On February 17, 2021, the Company entered into a settlement agreement dated as of February 17, 2021 (the “Putnam Agreement”) with Putnam. Pursuant to the Putnam Agreement, AAMC and Putnam exchanged all of Putnam’s 81,800 Series A Shares for 288,283 shares of AAMC’s common stock. Additionally, AAMC paid Putnam $1,636,000 within three On August 27, 2021, the Company entered into a settlement agreement (the “Wellington Agreement”) with certain funds managed by Wellington Management Company LLP (collectively, “Wellington”). Under the Wellington Agreement, the Company paid Wellington $2,093,000 in exchange for 18,200 Series A Shares ($18.2 million of liquidation preference) held by Wellington , and in return Wellington agreed to release AAMC from all claims related to the Series A Shares . As a result of this settlement, we recognized a one-time gain directly to Additional paid in capital of $16.1 million gain in the third quarter of 2021. On January 6, 2022, the Company entered into a settlement agreement (the "Settlement Agreement") with two institutional investors. Under the Settlement Agreement, the Company paid the institutional investors approximately $665 thousand in cash in exchange for 5,788 Series A shares ($5.79 million of liquidation preference) held by the institutional investors. As a result of this settlement, the Company recognized a one-time gain directly to Additional paid in capital of approximately $5.1 million in the first quarter of 2022. On July 18, 2022, the Company entered into an agreement (the "Purchase Agreement") with Putnam Equity Spectrum Fund and Putnam Capital Spectrum Fund (collectively, “Putnam”) in which the Company repurchased 286,873 shares of common stock of the Company owned by Putnam (the "Putnam Shares"). The aggregate purchase price of the Putnam Shares was $2,868,730, or $10 per share. Pursuant to the Purchase Agreement, the Company and Putnam also agreed to terminate the most favored nation clause granted to Putnam in the Putnam Agreement. The Company and Putnam also agreed to terminate all of Putnam's shareholder voting obligations included in the Putnam Agreement. Recently issued accounting standards For a discussion of our recently issued accounting standards, please see “Note 1, “Organization and Basis of Presentation -Recently issued accounting standards” in our Annual Report on Form 10-K for the year ended December 31, 2022. |
Loans Held for Sale or Investme
Loans Held for Sale or Investment at Fair Value | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Loans Held for Sale or Investment at Fair Value | Loans Held for Sale or Investment at Fair Value Our loan portfolio consists of business purpose loans secured by single family, multifamily and commercial real estate that were acquired from third party originators or issued by us. The composition of the loan portfolio by classification as of March 31, 2023 and December 31, 2022, is summarized in the table below ($ in thousands): Held for Sale Held for Investment March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Total loan commitments $ 16,840 $ 15,080 $ 75,186 $ 98,157 Less: construction holdbacks (1) (3,295) (3,350) (8,826) (13,188) Total principal outstanding 13,545 11,730 66,360 84,969 Change in fair value of loans (70) (137) (1,044) (1,826) Total loans at fair value $ 13,475 $ 11,593 $ 65,316 $ 83,143 (1) Construction holdbacks include in process accounts such as payments, advances, interest reserve, accrued interest and other accounts. The loan portfolio consists of 106 loans at March 31, 2023, with a weighted average coupon of 9.5%, of which the Company receives a net yield of 8.8% after taking into account the strip interest to the sellers of the loans. The weighted average life of the portfolio is approximately 8 months. 16 loans represent 61% of the total principal outstanding at March 31, 2023. There were two loans on nonaccrual status or 90 days or more past due at March 31, 2023 with a carrying value of $3.8 million. The table below represents activity within the loan portfolio by classification for the period shown ($ in thousands): Loans Held for Sale Loans Held for Investment Balance at December 31, 2022 $ 11,593 $ 83,143 Originations 1,817 — Proceeds from sales of loans (1) (1,087) (5,500) Additional fundings 1,202 2,612 Change in interest receivable (1) (339) Payoffs and repayments (116) (15,382) Fair value adjustment 67 782 Balance at March 31, 2023 $ 13,475 $ 65,316 (1) Includes net realized loss on sale of loans. The composition of the total loan commitment by state as of March 31, 2023 is summarized below ($ in thousands): State Commitment Percent of Portfolio Florida $ 32,122 34.9 % New York 10,546 11.5 % New Jersey 11,074 12.0 % California 12,991 14.1 % Washington 4,530 4.9 % Connecticut 4,037 4.4 % Illinois 4,357 4.7 % Other 12,369 13.5 % Total $ 92,026 100.0 % For financial reporting purposes of our alternative loans, we follow a fair value hierarchy established under GAAP that is used to determine the fair value of financial instruments. This hierarchy prioritizes relevant market inputs in order to determine an "exit price" at the measurement date, or at the price at which an asset could be sold or a liability could be transferred in an orderly process that is not a forced liquidation or distressed sale. Level 1 inputs are observable inputs that reflect quoted prices for identical assets or liabilities in active markets. Level 2 inputs are observable inputs other than quoted prices for an assets or liabilities that are obtained through corroboration with observable market data. Level 3 inputs are unobservable inputs (e.g., our own data or assumptions) that are used when there is little, if any, relevant market activity for the asset or liability required to be measured at fair value. In certain cases, inputs used to measure fair value fall into different levels of the fair value hierarchy. In such cases, the level at which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input requires judgment and considers factors specific to the asset or liability being measured. The following table presents the assets that are reported at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, as well as the fair value of hierarchy of the valuation inputs used to measure fair value. We did not have any liabilities to report at fair value on a recurring basis as of March 31, 2023 and December 31, 2022. Assets Carrying Fair Value Measurements Using (In thousands) Value Level 1 Level 2 Level 3 March 31, 2023 Loans held for sale $ 13,475 $ — $ — $ 13,475 Loans held for investment 65,316 — — 65,316 Total measured $ 78,791 $ — $ — $ 78,791 December 31, 2022 Loans held for sale $ 11,593 $ — $ — $ 11,593 Loans held for investment 83,143 — — 83,143 Total measured $ 94,736 $ — $ — $ 94,736 The estimated fair value for our business purpose loans is determined using discounted cash flow model (“DCF”) to estimate the net present value of the future cash flows expected from each loan. For performing loans, the DCF is based on the future expected cash flows of each loan in accordance with its contractual terms net of the strip component. Cash flows for performing loans with construction holdbacks incorporate the draws to complete the required improvements to the underlying property securing the loan. For nonaccrual loans, the estimated cash flows are based on the current fair value of the collateral of the loans, in which the Company will utilize a third-party appraisal to determine the fair value (Level 3). On a loan by loan basis, the weighted average discount rate range utilized for the DCF applied to the net yield to be received by the Company was 10.6% which is greater than the overall yield on the portfolio of 8.6%, resulting in the decrease in value of the portfolio at March 31, 2023. The determination of the discount rate was based on analysis of the current interest rates charged for business purpose loans in conjunction with the increase in rates for other underlying base rates such as the 10-year U.S. treasury bond and the 30 day Secured Overnight Financing Rate ("SOFR") (Level 3). We did not transfer any assets from one level to another level during the three months ended March 31, 2023 and the year ended December 31, 2022. |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Borrowings | BorrowingsIn December 2022, the Company entered into a $50.0 million Master Repurchase Agreement (the "NexBank Line") with NexBank, as the buyer. The Company uses the proceeds from the NexBank Line to fund the acquisition and origination of business purpose loans (the "Loans") secured by residential, multifamily and certain commercial properties. Each draw on the NexBank Line can be outstanding up to 180 days. NexBank has a security interest in the Loans subject to a transaction under the NexBank Line. The NexBank Line's maturity is 364 days from the execution date. The carrying value of the NexBank Line approximates its fair value as of March 31, 2023 due to its short-term nature and floating interest rate terms. The NexBank Line accrues interest at a equal to the greater of (a) the 1 month Term SOFR rate plus a spread dependent on three and on-half percent (3.50%) or (b) four and one-quarter (4.25%). The average borrowing rate was 8.52% and weighted average remaining term is 107 days as of March 31, 2023. The NexBank Line’s outstanding balance is $20.7 million and is collateralized by $24.7 million in Loans at March 31, 2023. The NexBank Line provides for certain affirmative and negative covenants applicable to the Company and its subsidiaries. The Company is required to maintain financial covenants including specified levels of: 1) maximum debt to net worth ratio; 2) minimum current ratio; and 3) minimum liquidity. The NexBank Line also contains events of default (subject to certain materiality thresholds and grace periods), including payment defaults, breaches of covenants and representations and warranties, cross defaults, bankruptcy or insolvency proceedings and other events of default which are customary for this type of transaction. The remedies for such events of default include the acceleration of the principal amount outstanding under the NexBank Line and the liquidation of Loans subject to a transaction. For the three months ended March 31, 2023, the Company did not meet the twelve-trailing months profitability requirements of the NexBank Line. As a result, the Company has requested a compliance waiver from NexBank and is currently working with NexBank to receive the waiver. We are not aware of any reasons or circumstances that would prevent NexBank from electing to issue the waiver at this time. The Company was otherwise in compliance with all covenants and there were no defaults as of March 31, 2023. In August 2022, the Company entered into a $50.0 million Master Repurchase Agreement (the “Flagstar Line”) with Flagstar Bank FSB (“Flagstar”), a federal savings bank, as a buyer and administrative agent. The Company uses the proceeds from the Flagstar Line to fund the acquisition and origination of Loans secured by residential, multifamily and certain commercial properties. Each draw on the Flagstar Line can be outstanding up to 180 days. Flagstar has a security interest in the Loans subject to a transaction under the Flagstar Line and requires the Company to maintain restricted cash of $2 million in a Flagstar deposit account. The Line's maturity is 364 days from the execution date. The carrying value of the Line approximates its fair value as of March 31, 2023 due to its short-term nature and floating interest rate terms. The Flagstar Line accrues interest at a base 1-Month Term SOFR rate plus a spread dependent upon the type of Loan subject to a transaction. Interest is payable at 90 days. The Company also incurs a fee on the unused portion of the $50.0 million if the average outstanding balance of the Flagstar Line is less than a threshold level of the total commitment. The average borrowing rate for the Line was 7.68% and weighted average remaining term on the Line is 183 days as of March 31, 2023. Flagstar Line’s outstanding balance is $22.6 million and is collateralized by $40.4 million in Loans at March 31, 2023. The Flagstar Line provides for certain affirmative and negative covenants applicable to the Company and its subsidiaries. The Company is required to maintain financial covenants including specified levels of: 1) quarter-end tangible net worth; 2) quarter-end liquidity; 3) a quarter-end ratio of total liabilities to tangible net worth; and 4) minimum profitability requirements in 2023. The Line also contains events of default (subject to certain materiality thresholds and grace periods), including payment defaults, breaches of covenants and representations and warranties, cross defaults, bankruptcy or insolvency proceedings and other events of default which are customary for this type of transaction. The remedies for such events of default include the acceleration of the principal amount outstanding under the Line and the liquidation of Loans subject to a transaction. The Company was in compliance with all covenants and there were no defaults as of March 31, 2023. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases We lease office space under operating leases in Christiansted, St. Croix, U.S. Virgin Islands, Tampa, Florida, and Bengaluru, India. As of March 31, 2023 and December 31, 2022, our weighted average remaining lease term, including applicable extensions, was 3.6 years and 3.8 years, respectively. We determine the discount rate for each lease to be either the discount rate stated in the lease agreement or our estimated rate that we would be charged to finance real estate assets. During the three months ended March 31, 2023 and 2022, we recognized rent expense of approximately $124,000 and $49,000, related to long-term operating leases, respectively. We had no short-term rent expense during the three months ended March 31, 2023 and 2022. We include rent expense as a component of general and administrative expenses in the Condensed Consolidated Statements of Operations. We had no finance leases during the three months ended March 31, 2023 and 2022. The following table presents our future lease obligations under our operating leases as of March 31, 2023 ($ in thousands): Operating Lease Liabilities 2023 (1) $ 458 2024 304 2025 314 2026 275 2027 43 Total lease payments 1,394 Less: interest 162 Lease liabilities $ 1,232 _____________ (1) Excludes the three months ended March 31, 2023. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation, claims and assessments Information regarding reportable legal proceedings is contained in the “Commitments and Contingencies” note in the financial statements provided in our Annual Report on Form 10-K for the year ended December 31, 2022. We establish reserves for specific legal proceedings when we determine that the likelihood of an outcome is probable and the amount of loss can be reasonably estimated. We do not currently have any reserves for our legal proceedings. The following updates and restates the description of the previously reported matters: Litigation regarding Luxor Capital Group, LP and certain of its managed funds and accounts ("Luxor") Please refer to Note 1 – Section Series A Convertible Preferred Stock in 2014 Private Placement. Erbey Holding Corporation et al. v. Blackrock Management Inc., et al. On April 12, 2018, a partial stockholder derivative action was filed in the Superior Court of the Virgin Islands, Division of St. Croix under the caption Erbey Holding Corporation, et al. v. Blackrock Financial Management Inc., et al. The action was filed by Erbey Holding Corporation (“Erbey Holding”), John R. Erbey Family Limited Partnership (“JREFLP”), by its general partner Jupiter Capital, Inc., Salt Pond Holdings, LLC (“Salt Pond”), Munus, L.P. (“Munus”), Carisma Trust (“Carisma”), by its trustee, Venia, LLC, and Tribue Limited Partnership (collectively, the “Plaintiffs”) each on its own behalf and Salt Pond and Carisma derivatively on behalf of AAMC. The action was filed against Blackrock Financial Management, Inc., Blackrock Investment Management, LLC, Blackrock Investments, LLC, Blackrock Capital Management, Inc., Blackrock, Inc. (collectively, “Blackrock”), Pacific Investment Management Company LLC, PIMCO Investments LLC (collectively, “PIMCO”) and John and Jane Does 1-10 (collectively with Blackrock and PIMCO, the “Defendants”). The action alleges a conspiracy by Blackrock and PIMCO to harm Ocwen Financial Corporation (“Ocwen”) and AAMC and certain of their subsidiaries, affiliates and related companies and to extract enormous profits at the expense of Ocwen and AAMC by attempting to damage their operations, business relationships and reputations. The complaint alleges that Defendants’ conspiratorial activities, which included short-selling activities, were designed to destroy Ocwen and AAMC, and that the Plaintiffs (including AAMC) suffered significant injury, including but not limited to lost value of their stock and/or stock holdings. The action seeks, among other things, an award of monetary damages to AAMC, including treble damages under Section 605, Title IV of the Virgin Islands Code related to the Criminally Influenced and Corrupt Organizations Act, punitive damages and an award of attorney’s and other fees and expenses. Defendants have moved to dismiss the first amended verified complaint on various alleged grounds, including that the Court allegedly lacks personal jurisdiction over Defendants. Plaintiffs and AAMC have opposed Defendant’s motions and have also moved for leave to file a second amended verified complaint to include AAMC as a direct plaintiff, rather than as a derivative party. On March 27, 2019, the Court held oral argument on Defendants' motions to dismiss the first amended verified complaint and Plaintiffs' motion for leave to file the second amended verified complaint. The Court held additional oral argument on the pending motions on October 25, 2021. Plaintiffs have repeatedly required the Court to decide the pending motions and issue a scheduling order permitting discovery to proceed. On October 11, 2022, the Court appointed a Staff Master to decide, or issue a recommended decision on, the pending motions, including the motion to dismiss for lack of personal jurisdiction. On February 1, 2023, Plaintiffs and AAMC filed a petition for mandamus with the United States Virgin Islands Supreme Court seeking an order directing the Superior Court to issue a decision on the personal jurisdiction issue and to permit discovery to proceed. On April 18, 2023, the Supreme Court issued an order dismissing the petition for mandamus, without prejudice, as moot. On March 3, 2023, the Staff Master held a hearing to discuss the pending motions to dismiss. On April 6, 2023, the Staff Master ordered the parties to submit supplemental briefs on the personal jurisdiction issue which the parties filed on April 28, 2023. At this time, we are not able to predict the ultimate outcome of this matter, nor can we estimate the range of possible damages to be awarded to AAMC, if any. As such, we have not recorded a gain contingency for this matter at March 31, 2023 or December 31, 2022. |
Share-Based Payments
Share-Based Payments | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payments | Share-Based Payments On May 12, 2022, we granted 22,500 shares of restricted stock to management with a weighted average grant date fair value per share of $9.89. The restricted stock units will vest in three equal annual installments in May 2023, 2024, and 2025 subject to forfeiture or acceleration. On September 20, 2021, we granted 3,000 shares of restricted stock to management with a weighted average grant date fair value per share of $24.83. 1,000 shares of this grant vested on September 20, 2022. The vesting of the additional 2,000 shares were accelerated to March 9, 2023 due to a separation agreement with the member of management. On June 28, 2021, we granted 5,000 shares of restricted stock to management with a weighted average grant date fair value per share of $19.64. 1,667 shares of this grant vested on June 28, 2022. The remaining restricted stock units will vest in two equal annual installments on June 28, 2023 and 2024 subject to forfeiture or acceleration. Our independent Directors each receive annual grants of restricted stock equal to $60,000 based on the market value of our common stock at the time of the annual stockholders' meeting. These shares of restricted stock vest and are issued after the next annual shareholders meeting, subject to each independent Director attending at least 75% of the Board and committee meetings. During 2022, we granted 8,571 shares of stock pursuant to our Equity Incentive Plans with a weighted average grant date fair value per share of $21.00. We recorded $0.16 million and $0.07 million of compensation expense related to our share-based compensation for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and December 31, 2022, we had an aggregate $0.2 million and $0.3 million, respectively, of total unrecognized share-based compensation cost to be recognized over a weighted average remaining estimated term of 0.8 years and 1.1 years, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We are domiciled in the USVI and are obligated to pay taxes to the USVI on our income. We applied for tax benefits from the USVI Economic Development Commission (“EDC”) and received our certificate of benefits (the “Certificate”), effective as of February 1, 2013. Pursuant to the Certificate, as long as we comply with its provisions, we will receive a 90% tax credit on our USVI-sourced income taxes until 2043. By letter dated April 13, 2023, the EDC approved an extension of the temporary full-time employment waiver (the “Waiver”) of the Company’s minimum employment requirements to five full-time USVI employees for the period from January 1, 2023 through June 30, 2023. At March 31, 2023, the Company met the minimum employment requirements required under the provisions of the Waiver. The Company hired Jason Kopcak as President and Chief Operating Officer, now Chief Executive Officer, in May 2022, and he has relocated to the USVI. As of March 31, 2023 and December 31, 2022, we accrued no interest or penalties associated with any unrecognized tax benefits, nor did we recognize any interest expense or penalties during the three months ended March 31, 2023 and 2022. The Company recorded tax expense of $35 thousand on a book loss of $3.0 million in the first quarter of 2023. The material differences between the effective tax rate and the statutory tax rate are the EDC benefit discussed above and the fact that the USVI EDC is in a full valuation allowance position and incurred a current quarter loss. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth the components of basic and diluted earnings (loss) per share (in thousands, except share and per share amounts): Three months ended March 31, 2023 2022 Numerator Net loss $ (2,988) $ (3,697) Gain on preferred stock transaction — 5,122 Numerator for earnings per share - net loss attributable to common stockholders $ (2,988) $ 1,425 Denominator Weighted average common stock outstanding – basic 1,777,135 2,056,666 Weighted average common stock outstanding – diluted 1,777,135 2,174,002 (Loss) income per basic common share $ (1.68) $ 0.69 (Loss) income per diluted common share $ (1.68) $ 0.66 We excluded the items presented below from the calculation of diluted earnings per share as they were antidilutive to loss per share for the period indicated ($ in thousands): Three months ended March 31, 2023 2022 Denominator Restricted stock 29,216 — Preferred stock, if converted 115,370 — |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information ALG is our primary segment which we continue to grow in 2023. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsManagement has evaluated the impact of all subsequent events through the issuance of these interim condensed consolidated financial statements and determined that there were no subsequent events requiring adjustment or disclosure in the financial statements. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All wholly owned subsidiaries are included, and all intercompany accounts and transactions have been eliminated. |
Consolidation | In management's opinion, the unaudited interim condensed consolidated financial statements contain all adjustments that are of a normal recurring nature and are necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. The interim results are not necessarily indicative of results for a full year. We have omitted certain notes and other information from the interim condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q as permitted by SEC rules and regulations. These condensed consolidated financial statements should be read in conjunction with our annual consolidated financial statements included within our Annual Report on Form 10-K for the year ended December 31, 2022. |
Use of estimates | Use of estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Loans held for sale or investment, carried at fair market value | Loans held for sale or investment, carried at fair market value We originate and purchase alternative loans. These loans will either be classified as held for investment or held for sale depending upon the determination of management. We have elected to measure these alternative loans at fair value on a loan by loan basis. This option is available when we first recognize a financial asset. Subsequent changes in the fair value of these loans will be recorded in our Condensed Consolidated Statements of Operations in the period of the change. Purchased loans, also known as correspondent loans, can be bought with a net strip interest component in that the seller of the loan will receive an agreed upon percentage of the coupon interest generated from the sold loan. This strip component is reflected as service and asset management expense on the Condensed Consolidated Statements of Operations. A fair value measurement represents the price at which an orderly transaction would occur between willing market participants at the measurement date. Loans under contract for sale are valued at the agreed sales price. We estimate the fair values of the loans held for investment or sale based on available inputs from the marketplace. The market for the loans that we have or will invest in is generally illiquid. Establishing fair values for illiquid assets is inherently subjective and is often dependent upon our estimates and modeling assumptions. In circumstances where relevant market inputs cannot be obtained, increased analysis and management judgment are required to estimate fair value. This generally requires us to establish internal assumptions about future cash flows and appropriate risk-adjusted discount rates. Regardless of the valuation inputs we apply, the objective of fair value measurement for assets is unchanged from what it would be if markets were operating at normal activity levels and/or transactions were orderly; that is, to determine the current exit price. See Note 2 for further discussion on fair value measurements. Interest for these loans is recognized as revenue based on the stated coupon when earned and deemed collectible or until a loan becomes more than 90 days past due, at which point the loan is placed on nonaccrual status and any accrued interest is reversed against interest income. When a seriously delinquent loan previously placed on nonaccrual status has been cured, meaning all delinquent principal and interest have been remitted by the borrower, the loan will be placed back on accrual status. Interest accrued as of period end is included within loans held for sale, at fair value or loans held for investment, at fair value in the Condensed Consolidated Balance Sheets as applicable. |
Loans held for sale or investment, carried at fair market value | Loans held for sale or investment, carried at fair market value We originate and purchase alternative loans. These loans will either be classified as held for investment or held for sale depending upon the determination of management. We have elected to measure these alternative loans at fair value on a loan by loan basis. This option is available when we first recognize a financial asset. Subsequent changes in the fair value of these loans will be recorded in our Condensed Consolidated Statements of Operations in the period of the change. Purchased loans, also known as correspondent loans, can be bought with a net strip interest component in that the seller of the loan will receive an agreed upon percentage of the coupon interest generated from the sold loan. This strip component is reflected as service and asset management expense on the Condensed Consolidated Statements of Operations. A fair value measurement represents the price at which an orderly transaction would occur between willing market participants at the measurement date. Loans under contract for sale are valued at the agreed sales price. We estimate the fair values of the loans held for investment or sale based on available inputs from the marketplace. The market for the loans that we have or will invest in is generally illiquid. Establishing fair values for illiquid assets is inherently subjective and is often dependent upon our estimates and modeling assumptions. In circumstances where relevant market inputs cannot be obtained, increased analysis and management judgment are required to estimate fair value. This generally requires us to establish internal assumptions about future cash flows and appropriate risk-adjusted discount rates. Regardless of the valuation inputs we apply, the objective of fair value measurement for assets is unchanged from what it would be if markets were operating at normal activity levels and/or transactions were orderly; that is, to determine the current exit price. See Note 2 for further discussion on fair value measurements. Interest for these loans is recognized as revenue based on the stated coupon when earned and deemed collectible or until a loan becomes more than 90 days past due, at which point the loan is placed on nonaccrual status and any accrued interest is reversed against interest income. When a seriously delinquent loan previously placed on nonaccrual status has been cured, meaning all delinquent principal and interest have been remitted by the borrower, the loan will be placed back on accrual status. Interest accrued as of period end is included within loans held for sale, at fair value or loans held for investment, at fair value in the Condensed Consolidated Balance Sheets as applicable. |
Recently issued accounting standards | Recently issued accounting standards For a discussion of our recently issued accounting standards, please see “Note 1, “Organization and Basis of Presentation -Recently issued accounting standards” in our Annual Report on Form 10-K for the year ended December 31, 2022. |
Loans Held for Sale or Invest_2
Loans Held for Sale or Investment at Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | The composition of the loan portfolio by classification as of March 31, 2023 and December 31, 2022, is summarized in the table below ($ in thousands): Held for Sale Held for Investment March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Total loan commitments $ 16,840 $ 15,080 $ 75,186 $ 98,157 Less: construction holdbacks (1) (3,295) (3,350) (8,826) (13,188) Total principal outstanding 13,545 11,730 66,360 84,969 Change in fair value of loans (70) (137) (1,044) (1,826) Total loans at fair value $ 13,475 $ 11,593 $ 65,316 $ 83,143 (1) Construction holdbacks include in process accounts such as payments, advances, interest reserve, accrued interest and other accounts. The table below represents activity within the loan portfolio by classification for the period shown ($ in thousands): Loans Held for Sale Loans Held for Investment Balance at December 31, 2022 $ 11,593 $ 83,143 Originations 1,817 — Proceeds from sales of loans (1) (1,087) (5,500) Additional fundings 1,202 2,612 Change in interest receivable (1) (339) Payoffs and repayments (116) (15,382) Fair value adjustment 67 782 Balance at March 31, 2023 $ 13,475 $ 65,316 (1) Includes net realized loss on sale of loans. |
Schedule of Loan Commitment Classified by Geographic Areas | The composition of the total loan commitment by state as of March 31, 2023 is summarized below ($ in thousands): State Commitment Percent of Portfolio Florida $ 32,122 34.9 % New York 10,546 11.5 % New Jersey 11,074 12.0 % California 12,991 14.1 % Washington 4,530 4.9 % Connecticut 4,037 4.4 % Illinois 4,357 4.7 % Other 12,369 13.5 % Total $ 92,026 100.0 % |
Schedule of Fair Value Measurements, Recurring | The following table presents the assets that are reported at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, as well as the fair value of hierarchy of the valuation inputs used to measure fair value. We did not have any liabilities to report at fair value on a recurring basis as of March 31, 2023 and December 31, 2022. Assets Carrying Fair Value Measurements Using (In thousands) Value Level 1 Level 2 Level 3 March 31, 2023 Loans held for sale $ 13,475 $ — $ — $ 13,475 Loans held for investment 65,316 — — 65,316 Total measured $ 78,791 $ — $ — $ 78,791 December 31, 2022 Loans held for sale $ 11,593 $ — $ — $ 11,593 Loans held for investment 83,143 — — 83,143 Total measured $ 94,736 $ — $ — $ 94,736 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Maturity Analysis of Operating Leases | The following table presents our future lease obligations under our operating leases as of March 31, 2023 ($ in thousands): Operating Lease Liabilities 2023 (1) $ 458 2024 304 2025 314 2026 275 2027 43 Total lease payments 1,394 Less: interest 162 Lease liabilities $ 1,232 _____________ (1) Excludes the three months ended March 31, 2023. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Components of Diluted Earnings (Loss) Per Share | The following table sets forth the components of basic and diluted earnings (loss) per share (in thousands, except share and per share amounts): Three months ended March 31, 2023 2022 Numerator Net loss $ (2,988) $ (3,697) Gain on preferred stock transaction — 5,122 Numerator for earnings per share - net loss attributable to common stockholders $ (2,988) $ 1,425 Denominator Weighted average common stock outstanding – basic 1,777,135 2,056,666 Weighted average common stock outstanding – diluted 1,777,135 2,174,002 (Loss) income per basic common share $ (1.68) $ 0.69 (Loss) income per diluted common share $ (1.68) $ 0.66 |
Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share | We excluded the items presented below from the calculation of diluted earnings per share as they were antidilutive to loss per share for the period indicated ($ in thousands): Three months ended March 31, 2023 2022 Denominator Restricted stock 29,216 — Preferred stock, if converted 115,370 — |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) | 3 Months Ended | ||||||||||
Jul. 18, 2022 USD ($) $ / shares shares | Jan. 06, 2022 USD ($) investor shares | Aug. 27, 2021 USD ($) shares | Feb. 17, 2021 USD ($) shares | Feb. 03, 2020 USD ($) $ / shares | Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2014 USD ($) $ / shares shares | Dec. 31, 2022 shares | |
Organization and Basis of Presentation [Line Items] | |||||||||||
Loans receivable, threshold period past due | 90 days | ||||||||||
Preferred stock, shares issued (in shares) | shares | 144,212 | 250,000 | 144,212 | ||||||||
Proceeds from issuance of convertible preferred stock | $ 250,000,000 | ||||||||||
Temporary equity, redemption period | 5 years | ||||||||||
Redemption price per share (usd per share) | $ / shares | $ 1,000 | $ 1,000 | |||||||||
Preferred stock, conversion price per share (in USD per share) | $ / shares | $ 1,250 | ||||||||||
Exchange ratio for preferred stock to common stock | 0.8 | ||||||||||
Loss contingency, damages awarded, number of business days to pay | 3 days | ||||||||||
Preferred stock conversion | $ 5,122,000 | ||||||||||
Number of institutional investors in settlement agreement | investor | 2 | ||||||||||
Stock repurchased during period (in shares) | shares | 286,873 | ||||||||||
Stock repurchased during period, value | $ 2,868,730 | $ 1,504,000 | |||||||||
Treasury stock acquired (in USD dollar per share) | $ / shares | $ 10 | ||||||||||
Additional Paid-in Capital | |||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||
Preferred stock conversion | 5,122,000 | $ 71,900,000 | |||||||||
Luxor v. AAMC | |||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||
Gain related to settlement agreement | $ 5,100,000 | ||||||||||
Luxor v. AAMC | Putnam | |||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||
Loss contingency, damages awarded | $ 1,636,000 | ||||||||||
Loss contingency, damages awarded, due on one-year anniversary of the effective date of the agreement | $ 1,227,000 | ||||||||||
Settlement Agreement with Wellington | |||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||
Settlement agreement, amount awarded to other party | $ 2,093,000 | ||||||||||
Gain related to settlement agreement | $ 16,100,000 | ||||||||||
Luxor | |||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||
Damages sought | $ 150,000,000 | ||||||||||
Minimum | Luxor | |||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||
Damages sought | 144,212,000 | ||||||||||
Series A Preferred Stock | |||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||
Preferred stock, liquidation preference | $ 5,790,000 | $ 250,000,000 | |||||||||
Litigation settlement, shares awarded from other party (in shares) | shares | 5,788 | ||||||||||
Series A Preferred Stock | Luxor v. AAMC | |||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||
Settlement agreement, amount awarded to other party | $ 665,000 | ||||||||||
Series A Preferred Stock | Luxor v. AAMC | Putnam | |||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||
Shares converted (in shares) | shares | 81,800 | ||||||||||
Series A Preferred Stock | Settlement Agreement with Wellington | |||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||
Preferred stock, liquidation preference | $ 18,200,000 | ||||||||||
Litigation settlement, shares awarded from other party (in shares) | shares | 18,200 | ||||||||||
Common Stock | Luxor v. AAMC | Putnam | |||||||||||
Organization and Basis of Presentation [Line Items] | |||||||||||
Shares issued related to conversion of stock (in shares) | shares | 288,283 |
Loans Held for Sale or Invest_3
Loans Held for Sale or Investment at Fair Value - Schedule of Accounts, Notes, Loans and Financing Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total loan commitments | $ 92,026 | |
Total loans at fair value | 65,316 | $ 83,143 |
Loans Held for Sale | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total loan commitments | 16,840 | 15,080 |
Less: construction holdbacks | (3,295) | (3,350) |
Total principal outstanding | 13,545 | 11,730 |
Change in fair value of loans | (70) | (137) |
Total loans at fair value | 13,475 | 11,593 |
Loans Held for Investment | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total loan commitments | 75,186 | 98,157 |
Less: construction holdbacks | (8,826) | (13,188) |
Total principal outstanding | 66,360 | 84,969 |
Change in fair value of loans | (1,044) | (1,826) |
Total loans at fair value | $ 65,316 | $ 83,143 |
Loans Held for Sale or Invest_4
Loans Held for Sale or Investment at Fair Value - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2023 USD ($) loan | Dec. 31, 2022 USD ($) | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Number of loan portfolio | loan | 106 | |
Weighted average coupon | 9.50% | |
Net yield | 8.80% | |
Weighted average life, terms | 8 months | |
Number of loan outstanding | loan | 16 | |
Percentage of outstanding total principal amount | 61% | |
Number of loans on nonaccrual status or 90 days or more past due | loan | 2 | |
Nonaccrual loans | $ | $ 3,800,000 | |
Valuation Technique, Discounted Cash Flow | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Net yield | 10.60% | |
Valuation Technique, Discounted Cash Flow | Portfolio Loans | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Net yield | 8.60% | |
Fair Value Measurements, Recurring | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | $ | $ 78,791,000 | $ 94,736,000 |
Liabilities, fair value disclosure | $ | $ 0 | $ 0 |
Loans Held for Sale or Invest_5
Loans Held for Sale or Investment at Fair Value - Schedule Of Accounts Loan Portfolio By Classification (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Financing Receivable, Excluding Accrued Interest, Allowance for Credit Loss [Roll Forward] | |
Balance at December 31,2021 | $ 83,143 |
Balance at September 30,2022 | 65,316 |
Loans Held for Sale | |
Financing Receivable, Excluding Accrued Interest, Allowance for Credit Loss [Roll Forward] | |
Balance at December 31,2021 | 11,593 |
Originations | 1,817 |
Proceeds from loan sales | (1,087) |
Additional fundings | 1,202 |
Change in interest receivable | (1) |
Payoffs and repayments | (116) |
Fair value adjustment | 67 |
Balance at September 30,2022 | 13,475 |
Loans Held for Investment | |
Financing Receivable, Excluding Accrued Interest, Allowance for Credit Loss [Roll Forward] | |
Balance at December 31,2021 | 83,143 |
Originations | 0 |
Proceeds from loan sales | (5,500) |
Additional fundings | 2,612 |
Change in interest receivable | (339) |
Payoffs and repayments | (15,382) |
Fair value adjustment | 782 |
Balance at September 30,2022 | $ 65,316 |
Loans Held for Sale or Invest_6
Loans Held for Sale or Investment at Fair Value - Loan Commitment Classified by Geographic Areas (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Commitment | $ 92,026 | |
Percent of Portfolio | 100% | |
Florida | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Commitment | 32,122 | |
Percent of Portfolio | 34.90% | |
New York | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Commitment | 10,546 | |
Percent of Portfolio | 11.50% | |
New Jersey | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Commitment | 11,074 | |
Percent of Portfolio | 12% | |
California | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Commitment | 12,991 | |
Percent of Portfolio | 14.10% | |
Washington | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Commitment | 4,530 | |
Percent of Portfolio | 4.90% | |
Connecticut | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Commitment | 4,037 | |
Percent of Portfolio | 4.40% | |
Illinois | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Commitment | 4,357 | |
Percent of Portfolio | 4.70% | |
Other | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Commitment | $ 12,369 | |
Percent of Portfolio | 13.50% |
Loans Held for Sale or Invest_7
Loans Held for Sale or Investment at Fair Value - Fair Value Measurements, Recurring (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans held for sale, at fair value | $ 13,475 | $ 11,593 |
Loans held for investment, at fair value | 65,316 | 83,143 |
Fair Value Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans held for sale, at fair value | 13,475 | 11,593 |
Loans held for investment, at fair value | 65,316 | 83,143 |
Total measured | 78,791 | 94,736 |
Fair Value Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans held for sale, at fair value | 0 | 0 |
Loans held for investment, at fair value | 0 | 0 |
Total measured | 0 | 0 |
Fair Value Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans held for sale, at fair value | 0 | 0 |
Loans held for investment, at fair value | 0 | 0 |
Total measured | 0 | 0 |
Fair Value Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans held for sale, at fair value | 13,475 | 11,593 |
Loans held for investment, at fair value | 65,316 | 83,143 |
Total measured | $ 78,791 | $ 94,736 |
Borrowings (Details)
Borrowings (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2022 | Aug. 31, 2022 | Mar. 31, 2023 | |
Line of Credit Facility [Line Items] | |||
Credit facilities | $ 51,653 | $ 43,234 | |
Master Repurchase Agreement with NexBank | |||
Line of Credit Facility [Line Items] | |||
Credit facilities | $ 20,700 | ||
Line of Credit | Master Repurchase Agreement with NexBank | |||
Line of Credit Facility [Line Items] | |||
Borrowing capacity | $ 50,000 | ||
Term for each draw on the line | 180 days | ||
Debt instrument, term | 364 days | ||
Average borrowing rate | 8.52% | ||
Weighted average remaining term | 107 days | ||
Line of credit facility, collateralized amount | $ 24,700 | ||
Line of Credit | Master Repurchase Agreement with NexBank | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 3.50% | ||
Line of Credit | Master Repurchase Agreement with NexBank | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 4.25% | ||
Line of Credit | Master Repurchase Agreement with Flagstar Bank FSB | |||
Line of Credit Facility [Line Items] | |||
Borrowing capacity | $ 50,000 | ||
Term for each draw on the line | 180 days | ||
Debt instrument, term | 364 days | ||
Average borrowing rate | 7.68% | ||
Weighted average remaining term | 183 days | ||
Credit facilities | $ 22,600 | ||
Line of credit facility, collateralized amount | $ 40,400 | ||
Required restricted cash balance | $ 2,000 | ||
Interest payable term | 90 days |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||
Weighted average remaining lease term | 3 years 7 months 6 days | 3 years 9 months 18 days | |
Rent expense- long term lease | $ 124,000 | $ 49,000 | |
Rent expense- short term lease | 0 | 0 | |
Finance lease, liability | $ 0 | $ 0 |
Leases - Maturity Analysis of O
Leases - Maturity Analysis of Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 | $ 458 | |
2024 | 304 | |
2025 | 314 | |
2026 | 275 | |
2027 | 43 | |
Total lease payments | 1,394 | |
Less: interest | 162 | |
Lease liabilities | $ 1,232 | $ 1,323 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Erbey Holding Corporation et al. v. Blackrock Management Inc., et al. | ||
Loss Contingencies [Line Items] | ||
Gain contingency | $ 0 | $ 0 |
Share-Based Payments (Details)
Share-Based Payments (Details) | 3 Months Ended | 12 Months Ended | |||||||
Mar. 09, 2023 shares | Sep. 20, 2022 shares | Jun. 28, 2022 shares | May 12, 2022 installment $ / shares shares | Sep. 20, 2021 $ / shares shares | Jun. 28, 2021 installment $ / shares shares | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation | $ | $ 160,000 | $ 70,000 | |||||||
Unrecognized share-based compensation | $ | $ 200,000 | $ 300,000 | |||||||
Weighted average remaining amortization period of unamortized share based compensation | 9 months 18 days | 1 year 1 month 6 days | |||||||
Restricted stock | Management | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares of restricted stock granted (in shares) | 22,500 | 3,000 | 5,000 | ||||||
Weighted average grant date fair value of market based restricted stock granted (usd per share) | $ / shares | $ 9.89 | $ 24.83 | $ 19.64 | ||||||
Number of annual installments | installment | 3 | 2 | |||||||
Number of shares vested ( in shares ) | 1,000 | 1,667 | |||||||
Number of shares with accelerated vesting (in shares) | 2,000 | ||||||||
Restricted stock | Director | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares of restricted stock granted (in shares) | 8,571 | ||||||||
Weighted average grant date fair value of market based restricted stock granted (usd per share) | $ / shares | $ 21 | ||||||||
Value of restricted stock granted to directors annually | $ | $ 60,000 | ||||||||
Director attendance requirement | 75% |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | ||
Mar. 31, 2023 USD ($) employee | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |||
Income tax exemption, percentage | 90% | ||
Minimum employee requirement | employee | 5 | ||
Interest or penalties accrued | $ 0 | $ 0 | |
Income tax expense (benefit) | 35,000 | $ 5,000 | |
Net loss | $ 2,988,000 | $ 3,697,000 |
Earnings Per Share - Components
Earnings Per Share - Components of Diluted Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator | ||
Net loss | $ (2,988) | $ (3,697) |
Gain on preferred stock transaction | 0 | 5,122 |
Numerator for earnings per share - net loss attributable to common stockholders | $ (2,988) | $ 1,425 |
Denominator | ||
Weighted average common stock outstanding– basic (in shares) | 1,777,135 | 2,056,666 |
Weighted average common stock outstanding- diluted (in shares) | 1,777,135 | 2,174,002 |
(Loss) income per share of common stock – Basic: | ||
Loss per basic common share (in USD per share) | $ (1.68) | $ 0.69 |
(Loss) income per share of common stock – Diluted: | ||
Loss per diluted common share (in USD per share) | $ (1.68) | $ 0.66 |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restricted stock | ||
Denominator | ||
Antidilutive shares excluded from computation of earnings per share (in shares) | 29,216 | 0 |
Preferred stock, if converted | ||
Denominator | ||
Antidilutive shares excluded from computation of earnings per share (in shares) | 115,370 | 0 |
Segment Information (Details)
Segment Information (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |