8-K
Rithm Property Trust Inc. (RPT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 6, 2021
GREAT AJAX CORP.
(Exact name of registrant as specified in charter)
| Maryland | 001-36844 | 47-1271842 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
13190 SW 68th Parkway
Suite 110
Tigard, OR 97223
(Address of principal executive offices)
Registrant’s telephone number, including area code:
503-505-5670
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | AJX | New York Stock Exchange |
| 7.25% Convertible Senior Notes due 2024 | AJXA | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02. | Results of Operations and Financial Condition |
|---|
On May 6, 2021, Great Ajax Corp., a Maryland corporation (the “Company”), issued a press release regarding its financial results for the first quarter ended March 31, 2021 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is available on the Company’s website.
The information provided in Item 2.02 of this report, including Exhibit 99.1, shall be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
| Item 7.01. | Regulation FD Disclosure |
|---|
On May 6, 2021, the Company will hold an investor conference call and webcast to discuss financial results for the first quarter ended March 31, 2021, including the Press Release and other matters relating to the Company.
The Company has also made available on its website presentation materials containing certain additional information relating to the Company and its financial results for the first quarter ended March 31, 2021 (the “Presentation Materials”). The Presentation Materials are furnished herewith as Exhibit 99.2, and are incorporated by reference in this Item 7.01. All information in Exhibit 99.2 is presented as of the particular date or dates referenced therein, and the Company does not undertake any obligation to, and disclaims any duty to, update any of the information provided.
The information provided in Item 7.01 of this report, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall the information or Exhibit 99.2 be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits |
|---|---|
| Exhibit | Description |
| --- | --- |
| 99.1 | Press Release dated May 6, 2021 |
| 99.2 | May 2021 Presentation Materials |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | Press Release dated May 6, 2021 |
| 99.2 | May2021 Presentation Materials |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GREAT AJAX CORP. | |
|---|---|
| By: | /s/ Mary Doyle |
| Name: | Mary Doyle |
| Title: | Chief Financial Officer |
Dated: May 6, 2021
Document
Exhibit 99.1
GREAT AJAX CORP. ANNOUNCES RESULTS FOR THE QUARTER
ENDED MARCH 31, 2021
First Quarter Highlights
•Purchased $31.6 million re-performing mortgage loans ("RPLs"), with unpaid principal balance ("UPB") of $36.0 million at 57.2% of property value, $0.4 million of non-performing mortgage loans ("NPLs"), with UPB of $0.7 million at 50.1% of property value, and $3.6 million small-balance commercial loans ("SBCs"), with UPB of $3.6 million at 36.5% of property value, to end the quarter with $1.1 billion in net mortgage loans
•Interest income of $24.0 million; net interest income of $13.7 million excluding a net $5.5 million acceleration of purchase discount on loans that paid off during the quarter as actual payoffs exceeded modeled expectations
•Net income attributable to common stockholders of $7.0 million
•Basic earnings per common share (“EPS”) of $0.30
•Book value per common share of $16.18 at March 31, 2021
•Taxable income of $0.38 per common share
•Collected total cash of $70.2 million from loan payments, sales of real estate owned ("REO") and investments in debt securities and beneficial interests
•Completed two securitizations materially reducing our cost of funds, with $175.1 million of AAA, A and BBB rated securities placed at a weighted average coupon of 1.31% in the first transaction and $215.9 million of senior securities placed at a coupon of 2.24% in the second transaction
•Held $137.6 million of cash and cash equivalents at March 31, 2021; average daily cash balance for the quarter was $115.2 million
•At March 31, 2021, approximately 73.1% of portfolio based on UPB made at least 12 out of the last 12 payments
New York, NY—May 6, 2021 —Great Ajax Corp. (NYSE: AJX), a Maryland corporation that is a real estate investment trust, today announces its results of operations for the quarter ended March 31, 2021. We focus primarily on acquiring, investing in and managing a portfolio of RPLs secured by single-family residences and commercial properties and, to a lesser extent, NPLs. In addition to our continued focus on residential RPLs, we also originate and acquire SBCs secured by multi-family retail/residential and mixed use properties.
Selected Financial Results (Unaudited)
($ in thousands except per share amounts)
| For the three months ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2021 | December 31, 2020 | September 30, 2020 | June 30, 2020 | March 31, 2020 | ||||||
| Loan interest income(1,2) | $ | 18,181 | $ | 18,108 | $ | 18,312 | $ | 18,458 | $ | 21,892 |
| Earnings from debt securities and beneficial interests(2,3) | $ | 5,937 | $ | 6,243 | $ | 5,092 | $ | 4,769 | $ | 4,837 |
| Other interest income/(loss) | $ | (83) | $ | 407 | $ | 113 | $ | (55) | $ | 159 |
| Interest expense | $ | (10,304) | $ | (10,837) | $ | (11,727) | $ | (13,058) | $ | (13,070) |
| Net interest income(2) | $ | 13,731 | $ | 13,921 | $ | 11,790 | $ | 10,114 | $ | 13,818 |
| Recovery of/(provision for) losses(2) | $ | 5,516 | $ | 7,966 | $ | 4,440 | $ | 4,861 | $ | (4,711) |
| Other income, loss on sale of mortgage loans and income/(loss) from investments in affiliates | $ | 519 | $ | 618 | $ | 512 | $ | 1,352 | $ | (1,070) |
| Total revenue, net(1,4) | $ | 19,766 | $ | 22,505 | $ | 16,742 | $ | 16,327 | $ | 8,037 |
| Consolidated net income(1) | $ | 10,642 | $ | 14,402 | $ | 8,892 | $ | 8,818 | $ | 1,496 |
| Net income per basic share | $ | 0.30 | $ | 0.47 | $ | 0.23 | $ | 0.27 | $ | 0.02 |
| Average equity(1,5) | $ | 508,319 | $ | 509,628 | $ | 503,967 | $ | 469,831 | $ | 356,539 |
| Average total assets(1) | $ | 1,674,301 | $ | 1,654,579 | $ | 1,642,090 | $ | 1,597,678 | $ | 1,559,821 |
| Average daily cash balance(6,7) | $ | 115,220 | $ | 128,687 | $ | 128,621 | $ | 125,739 | $ | 58,586 |
| Average carrying value of RPLs(1) | $ | 1,025,204 | $ | 1,044,997 | $ | 1,055,186 | $ | 1,048,704 | $ | 1,080,453 |
| Average carrying value of NPLs(1) | $ | 46,437 | $ | 39,958 | $ | 35,665 | $ | 33,683 | $ | 32,767 |
| Average carrying value of SBC loans | $ | 31,539 | $ | 8,751 | $ | 6,195 | $ | 5,413 | $ | 22,116 |
| Average carrying value of debt securities and beneficial interests | $ | 361,852 | $ | 367,389 | $ | 331,009 | $ | 333,359 | $ | 298,304 |
| Average asset level debt balance(1) | $ | 1,088,936 | $ | 1,025,717 | $ | 1,038,406 | $ | 1,041,673 | $ | 1,067,983 |
____________________________________________________________
(1)At the beginning of the first quarter of 2021, we acquired all of our joint venture partner's interest in Mortgage Loan Trust 2018-C ("2018-C"). Results for the quarter ended March 31, 2021 reflect our 100% ownership of 2018-C. At March 31, 2021, our ownership interest in Mortgage Loan Trust 2017-D ("2017-D") remained at the same 50% level as prior quarters, and consistent with prior quarters, we consolidated 2017-D. As of December 31, 2020, September 30, 2020, June 30, 2020 and March 31, 2020, 2017-D and 2018-C were 50% and 37%, respectively, owned by third-party institutional investors, and were consolidated by us under U.S. Generally Accepted Accounting Principles ("US GAAP").
(2)All quarters have been updated to reflect the reclassification of loan and beneficial interest credit loss expense from (provision for) recovery of credit losses to loan interest income and earnings from debt securities and beneficial interests, respectively.
(3)Interest income on investment in debt securities and beneficial interests issued by our joint ventures is net of servicing fees.
(4)Total revenue includes net interest income, income from equity method investments, loss on sale of mortgage loans and other income.
(5)Average equity includes the effect of an aggregate of $115.1 million of preferred stock for the three months ended March 31, 2021, December 31, 2020, September 30, 2020 and June 30, 2020.
(6)Average daily cash balance includes cash and cash equivalents, and excludes cash held in trust.
(7)For the three months ended September 30, 2020, the average daily cash balance excludes $51.0 million of funds on deposit in a non-interest bearing account for a transaction that closed on September 25, 2020. Including the $51.0 million on deposit, average daily cash was $148.0 million.
Our consolidated net income attributable to our common stockholders was $7.0 million for the quarter ended March 31, 2021. Our consolidated net income attributable to our common stockholders for the quarter ended December 31, 2020 was $10.8 million. The lower net income for the first quarter of 2021 compared to the fourth quarter of 2020 is primarily attributable to lower discount recognition on loans that prepaid in full or in part during the quarter versus the prior quarter. During the quarter ended March 31, 2021 we recognized $5.5 million in discount acceleration versus $8.0 million in the prior quarter. Additionally, we recorded an expense of $0.9 million for the acceleration of deferred issuance costs related to calling and re-securitizing two of our secured borrowings at a significantly lower cost of funds. This expense would have otherwise
been recognized over the lives of the called bonds. Our book value increased to $16.18 per common share from $15.59 at December 31, 2020 driven by our buyout of our joint venture partner's interest in 2018-C, the removal of our convertible senior notes from the calculation due to their anti-dilutive effect on our earnings per share calculation and a recovery in common equity from net fair value increases of $1.3 million taken on our portfolio of debt securities.
Our net interest income for the quarter ended March 31, 2021 was $13.7 million excluding a net $5.5 million acceleration of purchase discount on loans that paid off during the quarter as actual payoffs exceeded modeled expectations. Under the current expected credit losses accounting standard, (“CECL”), increases in loan yield expectations, whether caused by timing or loan performance, are reported in earnings in the period in which they arise and are reflected as a reduction in the provision for losses even if no provision expense was previously recorded. This compares to the fourth quarter of 2020 for which our net interest income was $13.9 million excluding a net $8.0 million acceleration of purchase discount. Of the $5.5 million of accelerated discount for the quarter ended March 31, 2021, $1.2 million was allocated to non-controlling interests. This compares to $1.0 million allocated to non-controlling interests in the prior quarter. Our loan and securities portfolios continue to prepay at rates greater than modeled expectations primarily due to rising home prices and relatively low mortgage rates.
Our interest expense for the quarter ended March 31, 2021 decreased $0.5 million compared to the prior quarter due to a 29 basis point decrease in our overall cost of funds as we have continued to refinance our secured borrowings at lower rates and have experienced similar declines on our bond repurchase lines of credit. We issued Ajax Mortgage Loan Trust 2021-A ("2021-A") and Ajax Mortgage Loan Trust 2021-B ("2021-B") on January 29, 2021 and February 12, 2021, respectively, as re-securitizations of loans held in Ajax Mortgage Loan Trusts 2017-B (“2017-B”) and 2018-C. The bonds in 2017-B and 2018-C were not called until February 25, 2021 resulting in overlapping interest expense of approximately $0.4 million during the quarter that will not re-occur in subsequent quarters. We expect our cost of funds will continue to decrease in the current interest rate and credit environment.
During the quarter we purchased $31.6 million of RPLs with UPB of $36.0 million at 57.2% of property value, $0.4 million of NPLs with UPB of $0.7 million at 50.1% of property value, and $3.6 million of SBCs with UPB of $3.6 million at 36.5% of property value to end the quarter with $1.1 billion of mortgage loans. Of the loans purchased in the first quarter, $30.6 million closed on March 31, 2021 and contributed no income for the quarter.
We recorded $0.2 million in impairments on our REO held-for-sale portfolio in real estate operating expense for the quarter ended March 31, 2021. We continue to liquidate our REO properties held-for-sale at a faster rate than we acquire properties, with nine properties sold in the first quarter while two were added to REO held-for-sale through foreclosures. Limited housing inventory has accelerated our REO liquidation timelines while we are continuing to experience some delays in foreclosure proceedings relating to the COVID-19 pandemic.
We collected $70.2 million of cash during the first quarter as a result of loan payments, loan payoffs, sales of REO and cash collections on our securities portfolio to end the quarter with $137.6 million in cash and cash equivalents. Cash collections of $57.3 million were derived from our mortgage loan and REO portfolios as a result of loan payments, loan payoffs and sales of REO during the quarter and $12.9 million were derived from interest and principal payments on investments in debt securities and beneficial interests.
During the quarter ended March 31, 2021, we repurchased an aggregate principal amount of $2.5 million of our senior convertible notes for a total purchase price of $2.4 million.
We acquired the remaining 37% of our 2018-C securitization trust from our joint venture partner in early January. After the close of the transaction we owned 100% of the trust. Our 2018-C securitization trust had been consolidated under U.S. GAAP. As a result, the impact of the acquisition was recorded by reducing both our non-controlling interest in the trust and our obligation on the bonds outstanding.
During the quarter ended March 31, 2021, we completed two securitizations, 2021-A and 2021-B. 2021-A closed on January 29, 2021 with $146.2 million of AAA rated senior securities, $21.1 million of A rated securities and $7.8 million of BBB rated securities issued with respect to $206.5 million of mortgage loans. The AAA, A and BBB rated securities were issued at a weighted yield of 1.31% excluding transaction expenses, and represent 84.6% of the UPB of the underlying mortgage loans. A total of 1,082 of RPLs and NPLs with a collateral value of $368.1 million were securitized. 2021-B closed on February 12, 2021 with an aggregate of $215.9 million of senior securities and $20.2 million of subordinated securities issued with respect to $287.9 million of mortgage loans. The senior securities have a coupon of 2.24% excluding transaction expenses, and represent 75.0% of UPB of the underlying mortgage loans. A total of 1,384 of RPLs and NPLs with a collateral value of $473.2 million were securitized.
The following table provides an overview of our portfolio at March 31, 2021 ($ in thousands):
| No. of loans | 6,075 | Weighted average LTV(5) | 70.9 | % | |||
|---|---|---|---|---|---|---|---|
| Total UPB(1) | $ | 1,201,108 | Weighted average remaining term (months) | 294 | |||
| Interest-bearing balance | $ | 1,123,219 | No. of first liens | 6,011 | |||
| Deferred balance(2) | $ | 77,889 | No. of second liens | 64 | |||
| Market value of collateral(3) | $ | 2,014,513 | No. of rental properties | 5 | |||
| Original purchase price/total UPB | 79.6 | % | Capital invested in rental properties | $ | 408 | ||
| Original purchase price/market value of collateral | 50.9 | % | No. of REO held-for-sale | 26 | |||
| RPLs | 94.4 | % | Market value of REO held-for-sale(6) | $ | 7,706 | ||
| NPLs | 3.4 | % | Carrying value of debt securities and beneficial interests in trusts | $ | 363,424 | ||
| SBC loans(4) | 2.2 | % | Loans with 12 for 12 payments as an approximate percentage of UPB(7) | 73.1 | % | ||
| Weighted average coupon | 4.41 | % | Loans with 24 for 24 payments as an approximate percentage of UPB(8) | 66.9 | % |
____________________________________________________________
(1)Our loan portfolio consists of fixed rate (54.4% of UPB), ARM (9.0% of UPB) and Hybrid ARM (36.6% of UPB) mortgage loans.
(2)Amounts that have been deferred in connection with a loan modification on which interest does not accrue. These amounts generally become payable at maturity.
(3)As of date of acquisition.
(4)SBC loans includes both purchased and originated loans.
(5)UPB as of March 31, 2021 divided by market value of collateral and weighted by the UPB of the loan.
(6)Market value of other REO is the estimated expected gross proceeds from the sale of the REO less estimated costs to sell, including repayment of servicer advances.
(7)Loans that have made at least 12 of the last 12 payments, or for which the full dollar amount to cover at least 12 payments has been made in the last 12 months.
(8)Loans that have made at least 24 of the last 24 payments, or for which the full dollar amount to cover at least 24 payments has been made in the last 24 months.
Subsequent Events
We have agreed to acquire, subject to due diligence, 106 residential RPLs in seven transactions, and nine NPLs in two transactions, with aggregate UPB of $14.1 million and $3.1 million, respectively. The purchase price of the residential RPLs equals 88.7% of UPB and 62.2% of the estimated market value of the underlying collateral of $20.1 million. The purchase price of the NPLs equals 90.3% of UPB and 70.0% of the estimated market value of the underlying collateral of $4.0 million.
We have agreed to acquire, subject to due diligence, 4,739 residential RPLs with aggregate UPB of $790.4 million in one transaction from a single seller. The purchase price equals 97.5% of UPB and 54.0% of the estimated market value of the underlying collateral of $1.4 billion. These loans are expected to be acquired through a joint venture with third-party institutional investors.
We have also agreed to acquire, subject to due diligence, 132 NPLs with aggregate UPB of $88.4 million in one transaction from a single seller. The purchase price equals 100.3% of UPB and 67.2% of the estimated market value of the underlying collateral of $131.9 million. These loans are expected to be acquired through a joint venture with third-party institutional investors.
On April 7, 2021, we co-invested with third-party institutional investors to form Ajax Mortgage Loan Trust 2021-C ("2021-C") and retained $26.3 million of varying classes of related securities. We acquired 5.01% of the class A securities and 31.9% of the class B securities and trust certificates from the trust, which acquired 1,290 RPLs and NPLs with UPB of $259.6 million and an aggregate property value of $483.1 million. The senior securities represent 75% of the UPB of the underlying mortgage loans and carry a 2.115% coupon. Based on the structure of the transaction we will not consolidate 2021-C under U.S. GAAP. The assets included in the 2021-C securitization came from calling the bonds associated with our Ajax Mortgage Loan Trust 2017-D, 2018-A and 2018-B securitizations, all of which were joint ventures with third party institutional accredited investors.
In April 2021 we completed two repurchases of our convertible senior notes for an aggregate principal amount of $5.0 million and a total purchase price of $5.0 million.
On May 6, 2021, our Board of Directors declared a cash dividend of $0.19 per share to be paid on May 31, 2021 to stockholders of record as of May 20, 2021.
Conference Call
Great Ajax Corp. will host a conference call at 5:00 p.m. EST on Thursday, May 6, 2021 to review our financial results for the quarter. A live Webcast of the conference call will be accessible from the Investor Relations section of our website www.greatajax.com. An archive of the Webcast will be available for 90 days.
About Great Ajax Corp.
Great Ajax Corp. is a Maryland corporation that is a real estate investment trust, that focuses primarily on acquiring, investing in and managing RPLs secured by single-family residences and commercial properties and, to a lesser extent, NPLs. We also originate and acquire loans secured by multi-family residential and smaller commercial mixed use retail/residential properties and acquire multi-family retail/residential and mixed use and commercial properties. We are externally managed by Thetis Asset Management LLC. Our mortgage loans and other real estate assets are serviced by Gregory Funding LLC, an affiliated entity. We have elected to be taxed as a real estate investment trust under the Internal Revenue Code.
Forward-Looking Statements
This press release contains certain forward-looking statements. Words such as “believes,” “intends,” “expects,” “projects,” “anticipates,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions, many of which are beyond the control of Great Ajax, including, without limitation, risks relating to the impact of the COVID-19 outbreak and the risk factors and other matters set forth in our Annual Report on Form 10-K for the period ended December 31, 2020 filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2021 and, when filed with the SEC, our Quarterly Report on Form 10-Q for the period ended March 31, 2021. The COVID-19 outbreak has caused significant volatility and disruption in the financial markets both globally and in the United States. If the COVID-19 outbreak continues to spread or the response to contain it is unsuccessful, Great Ajax could experience material adverse effects on its business, financial condition, liquidity and results of operations. Great Ajax undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
| CONTACT: | Lawrence Mendelsohn |
|---|---|
| Chief Executive Officer | |
| Or | |
| Mary Doyle | |
| Chief Financial Officer | |
| Mary.Doyle@aspencapital.com | |
| 503-444-4224 |
GREAT AJAX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands except per share amounts)
| Three months ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, 2021 | December 31, 2020 | September 30, 2020 | June 30, 2020 | |||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||
| INCOME: | ||||||||
| Interest income | $ | 24,035 | $ | 24,758 | $ | 23,517 | $ | 23,172 |
| Interest expense | (10,304) | (10,837) | (11,727) | (13,058) | ||||
| Net interest income | 13,731 | 13,921 | 11,790 | 10,114 | ||||
| Recovery of provision for losses | 5,516 | 7,966 | 4,440 | 4,861 | ||||
| Net interest income after recovery of provision for losses | 19,247 | 21,887 | 16,230 | 14,975 | ||||
| Income/(loss) from equity method investments | 163 | 310 | (25) | 672 | ||||
| Other income | 356 | 308 | 537 | 680 | ||||
| Total revenue, net | 19,766 | 22,505 | 16,742 | 16,327 | ||||
| EXPENSE: | ||||||||
| Related party expense - loan servicing fees | 1,833 | 1,880 | 1,848 | 1,936 | ||||
| Related party expense - management fee | 2,273 | 2,250 | 2,264 | 2,143 | ||||
| Loan transaction expense | 187 | 5 | (178) | 65 | ||||
| Professional fees | 640 | 721 | 576 | 732 | ||||
| Real estate operating expense | 185 | 209 | 173 | 188 | ||||
| Fair value adjustment on put option liability | 1,944 | 1,717 | 1,766 | 1,250 | ||||
| Other expense | 1,117 | 1,231 | 1,164 | 1,075 | ||||
| Total expense | 8,179 | 8,013 | 7,613 | 7,389 | ||||
| Loss on debt extinguishment | 911 | — | 253 | — | ||||
| Income before provision for income tax | 10,676 | 14,492 | 8,876 | 8,938 | ||||
| Provision for income tax (benefit) | 34 | 90 | (16) | 120 | ||||
| Consolidated net income | 10,642 | 14,402 | 8,892 | 8,818 | ||||
| Less: consolidated net income attributable to non-controlling interests | 1,689 | 1,619 | 1,662 | 735 | ||||
| Consolidated net income attributable to Company | 8,953 | 12,783 | 7,230 | 8,083 | ||||
| Less: dividends on preferred stock | 1,949 | 1,949 | 1,950 | 1,841 | ||||
| Consolidated net income attributable to common stockholders | $ | 7,004 | $ | 10,834 | $ | 5,280 | $ | 6,242 |
| Basic earnings per common share(1) | $ | 0.30 | $ | 0.47 | $ | 0.23 | $ | 0.27 |
| Diluted earnings per common share(1) | $ | 0.30 | $ | 0.41 | $ | 0.23 | $ | 0.27 |
| Weighted average shares – basic(1) | 22,816,978 | 22,838,664 | 22,844,192 | 22,808,943 | ||||
| Weighted average shares – diluted(1) | 22,816,978 | 36,105,656 | 22,989,616 | 22,929,849 |
____________________________________________________________
(1)Refer to our attached Appendix A for our basic and diluted earnings per share calculations.
GREAT AJAX CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share amounts)
| December 31, 2020 | |||
|---|---|---|---|
| ASSETS | |||
| Cash and cash equivalents | 137,579 | $ | 107,147 |
| Cash held in trust | 188 | ||
| Mortgage loans held-for-investment, net(1,2) | 1,119,372 | ||
| Mortgage loans held-for-sale, net(3,4) | — | ||
| Real estate owned properties, net(5) | 8,526 | ||
| Investments in securities at fair value(6) | 273,834 | ||
| Investments in beneficial interests(7) | 91,418 | ||
| Receivable from servicer | 15,755 | ||
| Investments in affiliates | 28,616 | ||
| Prepaid expenses and other assets | 8,876 | ||
| Total assets | 1,686,973 | $ | 1,653,732 |
| LIABILITIES AND EQUITY | |||
| Liabilities: | |||
| Secured borrowings, net(1,2,3,4,8) | 740,035 | $ | 585,403 |
| Borrowings under repurchase transactions | 421,132 | ||
| Convertible senior notes, net(8) | 110,057 | ||
| Management fee payable | 2,247 | ||
| Put option liability | 14,205 | ||
| Accrued expenses and other liabilities | 6,197 | ||
| Total liabilities | 1,139,241 | ||
| Equity: | |||
| Preferred stock 0.01 par value; 25,000,000 shares authorized | |||
| Series A 7.25% Fixed-to-Floating Rate Cumulative Redeemable, 25.00 liquidation preference per share, 2,307,400 shares issued and outstanding at March 31, 2021 and 2,307,400 shares issued or outstanding at December 31, 2020 | 51,100 | ||
| Series B 5.00% Fixed-to-Floating Rate Cumulative Redeemable, 25.00 liquidation preference per share, 2,892,600 shares issued and outstanding at March 31, 2021 and 2,892,600 shares issued or outstanding at December 31, 2020 | 64,044 | ||
| Common stock 0.01 par value; 125,000,000 shares authorized, 22,988,847 shares issued and outstanding at March 31, 2021 and 22,978,339 shares issued and outstanding at December 31, 2020 | 231 | ||
| Additional paid-in capital | 317,424 | ||
| Treasury stock | (1,159) | ||
| Retained earnings | 53,346 | ||
| Accumulated other comprehensive gain | 375 | ||
| Equity attributable to stockholders | 485,361 | ||
| Non-controlling interests(9) | 29,130 | ||
| Total equity | 514,491 | ||
| Total liabilities and equity | 1,686,973 | $ | 1,653,732 |
All values are in US Dollars.
____________________________________________________________
(1)Mortgage loans held-for-investment, net include $859.3 million and $842.2 million of loans at March 31, 2021 and December 31, 2020, respectively, transferred to securitization trusts that are variable interest entities (“VIEs”); these loans can only be used to settle obligations of the VIEs. Secured borrowings consist of notes issued by VIEs that can only be settled with the assets and cash flows of the VIEs. The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.).
(2)As of March 31, 2021, balances for Mortgage loans held-for-investment, net and Secured borrowings, net of deferred costs includes zero from a 50.0% owned joint venture. As of December 31, 2020, balances for Mortgage loans held-for-investment, net includes $307.1 million and Secured borrowings, net of deferred costs includes $250.6 million from 50.0% and 63.0% owned joint ventures, all of which we consolidate under U.S. GAAP. The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.).
(3)Mortgage loans held-for-sale, net includes $131.7 million and zero of loans at March 31, 2021 and December 31, 2020, respectively, transferred to securitization trusts that are VIEs; these loans can only be used to settle obligations of the VIEs. Secured borrowings consist of notes issued by VIEs that can only be settled with the assets and cash flows of the VIEs.
(4)As of March 31, 2021, balances for Mortgage loans held-for-sale, net includes $131.7 million and Secured borrowings, net of deferred costs includes $97.3 million from a 50.0% owned joint venture. As of December 31, 2020, balances for Mortgage loans held-for-sale, net and Secured borrowings, net of deferred costs include zero from 50.0% and 63.0% owned joint ventures. The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.).
(5)Real estate owned properties, net, includes valuation allowances of $1.3 million and $1.4 million at March 31, 2021 and December 31, 2020, respectively.
(6)As of March 31, 2021 and December 31, 2020 Investments in securities at fair value include amortized cost basis of $263.0 million and $273.4 million, respectively, and net unrealized gains of $1.7 million and $0.4 million, respectively.
(7)Investments in beneficial interests includes allowance for credit losses of $5.5 million and $4.5 million at March 31, 2021 and December 31, 2020, respectively.
(8)Secured borrowings and Convertible senior notes, net are presented net of deferred issuance costs.
(9)As of March 31, 2021 non-controlling interests includes $20.8 million from a 50.0% owned joint venture, $1.4 million from a 53.1% owned subsidiary and $0.2 million from a 99.9% owned subsidiary. As of December 31, 2020 non-controlling interests includes $27.4 million from the 50.0% and 63.0% owned joint ventures, $1.5 million from a 53.1% owned subsidiary and $0.2 million from a 99.9% owned subsidiary which we consolidates under U.S. GAAP.
Appendix A - Earnings per share
The following table sets forth the components of basic and diluted EPS ($ in thousands, except per share):
| Three months ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2021 | December 31, 2020 | September 30, 2020 | June 30, 2020 | |||||||||||||||||
| Income<br>(Numerator) | Shares<br>(Denominator) | Per Share<br>Amount | Income<br>(Numerator) | Shares<br>(Denominator) | Per Share<br>Amount | Income<br>(Numerator) | Shares<br>(Denominator) | Per Share<br>Amount | Income<br>(Numerator) | Shares<br>(Denominator) | Per Share<br>Amount | |||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||||||
| Basic EPS | ||||||||||||||||||||
| Consolidated net income attributable to common stockholders | $ | 7,004 | 22,816,978 | $ | 10,834 | 22,838,664 | $ | 5,280 | 22,844,192 | $ | 6,242 | 22,808,943 | ||||||||
| Allocation of earnings to participating restricted shares | (52) | — | (81) | — | (33) | — | (33) | — | ||||||||||||
| Consolidated net income attributable to unrestricted common stockholders | $ | 6,952 | 22,816,978 | $ | 0.30 | $ | 10,753 | 22,838,664 | $ | 0.47 | $ | 5,247 | 22,844,192 | $ | 0.23 | $ | 6,209 | 22,808,943 | $ | 0.27 |
| Effect of dilutive securities(1) | ||||||||||||||||||||
| Restricted stock grants and manager and director fee shares(2) | — | — | — | — | 33 | 145,424 | 33 | 120,906 | ||||||||||||
| Amortization of put option(3) | — | — | 1,717 | 5,432,693 | — | — | — | — | ||||||||||||
| Interest expense (add back) and assumed conversion of shares from convertible senior notes(4) | — | — | 2,393 | 7,834,299 | — | — | — | — | ||||||||||||
| Diluted EPS | ||||||||||||||||||||
| Consolidated net income attributable to common stockholders and dilutive securities | $ | 6,952 | 22,816,978 | $ | 0.30 | $ | 14,863 | 36,105,656 | $ | 0.41 | $ | 5,280 | 22,989,616 | $ | 0.23 | $ | 6,242 | 22,929,849 | $ | 0.27 |
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(1)The Company's outstanding warrants for an additional 6,500,000 shares of common stock would have an anti-dilutive effect on diluted earnings per share for the three months ended March 31, 2021, December 31, 2020, September 30, 2020, and June 30, 2020 and have not been included in the calculation.
(2)The effect of restricted stock grants and manager and director fee shares on the Company's diluted EPS calculation for the three months ended March 31, 2021 and December 31, 2020 would have been anti-dilutive and have been removed from the calculation.
(3)The effect of the amortization of put options on the Company's diluted EPS calculation for the three months ended March 31, 2021, September 30, 2020, and June 30, 2020 would have been anti-dilutive and have been removed from the calculation.
(4)The effect of interest expense and assumed conversion of shares from convertible senior notes on the Company's diluted EPS calculation for the three months ended March 31, 2021, September 30, 2020, and June 30, 2020 would have been anti-dilutive and have been removed from the calculation.
9
exhibit992-20210506
First Quarter Investor Presentation May 6, 2021
Safe Harbor Disclosure 2 We make forward-looking statements in this presentation that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, cash flow and plans and objectives. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, we intend to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: market trends in our industry, interest rates, real estate values, the debt financing markets or the general economy or the demand for and availability of residential and small-balance commercial real estate loans; our business and investment strategy; our projected operating results; actions and initiatives of the U.S. government and changes to U.S. government policies and the execution and impact of these actions, initiatives and policies; the state of the U.S. economy generally or in specific geographic regions; economic trends and economic recoveries; our ability to obtain and maintain financing arrangements; changes in the value of our mortgage portfolio; changes to our portfolio of properties; impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters; our ability to satisfy the real estate investment trust qualification requirements for U.S. federal income tax purposes; availability of qualified personnel; estimates relating to our ability to make distributions to our stockholders in the future; general volatility of the capital markets and the market price of our shares of common stock; and the degree and nature of our competition. The forward-looking statements included in this presentation are based on our current beliefs, assumptions and expectations of our future performance. Forward-looking statements are not predictions of future events. Our beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are currently known to us or reasonably expected to occur at this time. If a change in our beliefs, assumptions or expectations occurs, our business, financial condition, liquidity and results of operations may vary materially from the forward-looking statements included in this presentation. Forward-looking statements are subject to risks and uncertainties, including, among other things, those resulting from the pandemic caused by the global novel coronavirus outbreak and those described under Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which can be accessed through the link to our Securities and Exchange Commission ("SEC") filings on our website (www.greatajax.com) or at the SEC's website (www.sec.gov). Other risks, uncertainties and factors that could cause actual results to differ materially from the forward- looking statements included in this presentation may be described from time to time in reports we file with the SEC. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Unless stated otherwise, financial information included in this presentation is as of March 31, 2021.
Business Overview 3 Leverage longstanding relationships to acquire mortgage loans through privately negotiated transactions from a diverse group of customers and in joint venture investments with institutional investors – Acquisitions made in 332 transactions since inception. Six transactions closed in Q1 2021 Use our manager’s proprietary analytics to price each mortgage pool on an asset-by-asset basis – We own 19.8% of our manager – Adjust individual loan bid price to accumulate clusters of loans in attractive demographic metropolitan areas Our affiliated servicer services the loans asset-by-asset and borrower-by-borrower – We own 8% and hold warrants to purchase up to an additional 12% of our affiliated servicer – Analytics and processes of our manager and servicer enable us to broaden our reach through joint ventures with third-party institutional investors We use modest mark to market leverage to fund our investments in debt securities and primarily non mark to market leverage to fund our mortgage portfolio We own a 23% equity interest in Gaea Real Estate Corp., an equity REIT that invests in multifamily and mixed use properties with a focus on property appreciation and triple net lease pet clinics
Highlights – Quarter Ended March 31, 2021 4 Purchased $31.6 million re-performing mortgage loans ("RPLs"), with unpaid principal balance ("UPB") of $36.0 million at 57.2% of property value, $0.4 million of non-performing mortgage loans ("NPLs"), with UPB of $0.7 million at 50.1% of property value, and $3.6 million small-balance commercial loans ("SBCs"), with UPB of $3.6 million at 36.5% of property value, to end the quarter with $1.1 billion in net mortgage loans Interest income of $24.0 million; net interest income of $13.7 million excluding a net $5.5 million acceleration of purchase discount on loans that paid off during the quarter as actual payoffs exceeded modeled expectations Net income attributable to common stockholders of $7.0 million Basic earnings per common share (“EPS”) of $0.30 Book value per common share of $16.18 at March 31, 2021 Taxable income of $0.38 per common share Collected total cash of $70.2 million from loan payments, sales of real estate owned ("REO") and investments in debt securities and beneficial interests Completed two securitizations materially reducing our cost of funds, with $175.1 million of AAA, A and BBB rated securities placed at a weighted average coupon of 1.31% in the first transaction and $215.9 million of senior securities placed at a coupon of 2.24% in the second transaction Held $137.6 million of cash and cash equivalents at March 31, 2021; average daily cash balance for the quarter was $115.2 million At March 31, 2021, approximately 73.1% of portfolio based on UPB made at least 12 out of the last 12 payments
Portfolio Overview – as of March 31, 2021 5 $1,201.1 MM RPL: $1,156.1 MM NPL: $ 45.0 MM $2.022.6 MM RPL: $1,942.6 MM NPL: $ 71.9 MM REO & Rental2: $ 8.1 MM 1 Includes $137.0 million UPB in joint ventures with third-party institutional investors that are required to be consolidated for GAAP 2 Real estate owned (“REO”) and rental property value is presented at estimated property fair value less expected liquidation costs 96% 4% Unpaid Principal Balance1 RPL NPL 95.8% 3.6% 0.4% Property Value RPL NPL REO
Portfolio Growth 6 RPL UPB includes $22.7 million of SBC loans, which are performing loans. Includes $137.0 million UPB in RPLs included in joint ventures with third-party institutional investors that are required to be consolidated for GAAP RPL status stays constant based on initial purchase status
Portfolio Growth 7 NPL status stays constant based on initial purchase status
Portfolio Concentrated in Attractive Markets 8 Clusters of loans in attractive, densely populated markets Stable liquidity and home prices Over 80% of the portfolio in our target markets Target States Target Markets Los Angeles San Diego Dallas Portland Phoenix Washington DC Metro Area Atlanta Orlando Tampa Miami, Ft. Lauderdale, W. Palm Beach New York / New Jersey Metro Area REIT, Servicer & Manager Headquarters Property Management Business Management Houston
Portfolio Migration 9 24 for 24: Loans that have made at least 24 of the last 24 payments, or for which the full dollar amount to cover at least 24 payments has been made in the last 24 months 12 for 12: Loans that have made at least 12 of the last 12 payments, or for which the full dollar amount to cover at least 12 payments has been made in the last 12 months 7 for 7: Loans that have made at least 7 of the last 7 payments, or for which the full dollar amount to cover at least 7 payments has been made in the last 7 months NPL: <1 full payment in the last three months
Subsequent Events 10 1 While these acquisitions are expected to close, there can be no assurance that these acquisitions will close or that the terms thereof may not change 2 Some of the acquisitions may close through joint ventures with third-party institutional accredited investors Acquisitions Under Contract1,2 RPL UPB: $ $804.5 MM Collateral Value: $1,448.7MM Price/UPB: 97.4% Price/Collateral Value: 54.1% 4845 loans in 8 transactions NPL UPB: $91.5MM Collateral Value: $135.9MM Price/UPB: 100.0% Price/Collateral Value: 67.3% 141 loans in 3 transactions On April 7, 2021, we co-invested with third-party institutional investors to form Ajax Mortgage Loan Trust 2021-C which acquired 1,290 RPLs and NPLs with UPB of $259.6 million and an aggregate property value of $483.1 million. We retained 5.01% of the class A securities which represent 75% of the UPB of the underlying mortgage loans and carry a 2.115% coupon. We also acquired 31.9% of Class B securities and trust certificates of the Trust In April 2021, we completed two repurchases of our convertible senior notes for an aggregate principal amount of $5.0 million and a total purchase price of $5.0 million. A dividend of $0.19 per share, to be paid on May 31, 2021 to common stockholders of record as of May 20, 2021
Financial Metrics – Excluding consolidation of the portion of securitizations owned by third-party institutional investors* 11 *The Company believes these financial metrics provide investors with useful supplemental information relating to the Company’s results of operation and financial performance. These adjusted financial metrics are non-GAAP financial measures and should be considered in addition to, but not as a substitute for, the financial measures prepared in accordance with GAAP as reflected on other slides in this presentation. The following slide provides a reconciliation of these financial metrics to the most comparable GAAP measure.
Financial Metrics - Reconciliation of GAAP consolidated financial metrics to non-GAAP financial metrics excluding the portion of securitizations owned by third-party institutional investors 12 1Includes the impact of the credit loss expense 2Interest income on debt securities is net of servicing fee 3Includes the impact of the reversal of/(increase in) provision for credit losses on mortgage loans and beneficial interests 4Excludes the impact of consolidating trusts and convertible debt 5Excludes the impact of consolidating trusts
Securities and Loan Repurchase Agreement Funding 13
Consolidated Statements of Income 14
Consolidated Balance Sheets 15
Consolidated Balance Sheets Footnotes 16 1. Mortgage loans held-for-investment, net include $859.3 million and $842.2 million of loans at March 31, 2021 and December 31, 2020, respectively, transferred to securitization trusts that are variable interest entities (“VIEs”); these loans can only be used to settle obligations of the VIEs. Secured borrowings consist of notes issued by VIEs that can only be settled with the assets and cash flows of the VIEs. The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.). 2. As of March 31, 2021, balances for Mortgage loans held-for-investment, net and Secured borrowings, net of deferred costs includes zero from a 50% owned joint venture. As of December 31, 2020, balances for Mortgage loans held-for-investment, net includes $307.1 million and Secured borrowings, net of deferred costs includes $250.6 million from 50.0% and 63.0% owned joint ventures, all of which we consolidate under U.S. Generally Accepted Accounting Principles ("U.S. GAAP"). The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.). 3. Mortgage loans held-for-sale, net includes $131.7 million and zero of loans at March 31, 2021 and December 31, 2020, respectively, transferred to securitization trusts that are VIEs; these loans can only be used to settle obligations of the VIEs. Secured borrowings consist of notes issued by VIEs that can only be settled with the assets and cash flows of the VIEs. 4. As of March 31, 2021, balances for Mortgage loans held-for-sale, net includes $131.7 million and Secured borrowings, net of deferred costs includes $97.3 million from a 50% owned joint venture. As of December 31, 2020, balances for Mortgage loans held-for-sale, net and Secured borrowings, net of deferred costs include zero from 50.0% and 63.0% owned joint ventures. The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.). 5. Real estate owned properties, net, includes valuation allowances of $1.3 million and $1.4 million at March 31, 2021 and December 31, 2020, respectively. 6. As of March 31, 2021 and December 31, 2020 Investments in securities at fair value include amortized cost basis of $263.0 million and $273.4 million, respectively, and net unrealized gains of $1.7 million and $0.4 million, respectively. 7. Investments in beneficial interests includes allowance for credit losses of $5.5 million and $4.5 million at March 31, 2021 and December 31, 2020, respectively. 8. Secured borrowings and Convertible senior notes, net are presented net of deferred issuance costs. 9. $25.00 liquidation preference per share, 2,307,400 shares issued and outstanding at March 31, 2021 and December 31, 2020. 10. $25.00 liquidation preference per share, 2,892,600 shares issued and outstanding at March 31, 2021 and December 31, 2020. 11. 125,000,000 shares authorized, 22,988,847 shares issued and outstanding at March 31, 2021 and 22,978,339 shares issued and outstanding at December 31, 2020. 12. As of March 31, 2021 non-controlling interests includes $20.8 million from a 50% owned joint venture, $1.4 million from a 53.1% owned subsidiary and $0.2 million from a 99.9% owned subsidiary. As of December 31, 2020 non-controlling interests includes $27.4 million from the 50.0% and 63.0% owned joint ventures, $1.5 million from a 53.1% owned subsidiary and $0.2 million from a 99.9% owned subsidiary which we consolidates under U.S. GAAP.
Fair Value Balance Sheet1 17 1Fair Value explanations are included in Table 8 of the Management’s Discussion and Analysis section of the Company’s Form 10-Q for the quarter ended March 31, 2021. 2Information is unaudited as of March 31, 2021. 3Our mortgage loans held for sale are held in a consolidated joint venture which is 50% owned by an accredited institutional investor. The effect of any eventual sale on consolidated net income available to common stockholders would be substantially less than the indicated fair value adjustment on the loans. 4Equity from conversion of convertible notes has been removed as of March 31, 2021 due to it having an anti-dilutive effect on our earnings per share calculation.