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 5, 2022
GREAT AJAX CORP.
(Exact name of registrant as specified in charter)
| Maryland | 001-36844 | 46-5211870 |
|---|---|---|
| (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 5, 2022, Great Ajax Corp., a Maryland corporation (the “Company”), issued a press release regarding its financial results for the first quarter ended March 31, 2022 (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 5, 2022, the Company will hold an investor conference call and webcast to discuss financial results for the first quarter ended March 31, 2022, 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, 2022 (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 5, 2022 |
| 99.2 | May 2022 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 5, 2022 |
| 99.2 | May2022 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 5, 2022
Document
Exhibit 99.1
GREAT AJAX CORP. ANNOUNCES RESULTS FOR THE QUARTER
ENDED MARCH 31, 2022
First Quarter Highlights
•Interest income of $23.2 million; net interest income of $14.6 million
•Net income attributable to common stockholders of $3.6 million
•Basic earnings per common share (“EPS”) of $0.15
•Book value per common share of $15.95 at March 31, 2022
•Taxable income of $0.49 per common share
•Collected total cash of $85.3 million from loan payments, sales of real estate owned ("REO") properties and collections from investments in debt securities and beneficial interests
•Invested an additional $6.1 million in Gaea Real Estate Corp. ("Gaea") to increase our total investment to $25.5 million, or 22.2%
•Held $70.7 million of cash and cash equivalents at March 31, 2022; average daily cash balance for the quarter was $73.6 million
•As of March 31, 2022, approximately 73.5% of portfolio based on acquisition unpaid principal balance ("UPB") made at least 12 out of the last 12 payments
New York, NY—May 5, 2022 —Great Ajax Corp. (NYSE: AJX), a Maryland corporation that is a real estate investment trust, today announces its results of operations for the quarter ended March 31, 2022. We focus primarily on acquiring, investing in and managing a portfolio of re-performing mortgage loans ("RPLs") secured by single-family residences and commercial properties and non-performing loans ("NPLs"). In addition to our continued focus on residential RPLs and NPLs, we also originate and acquire small-balance commercial loans ("SBC loans") secured by multi-family retail/residential and mixed use properties.
Selected Financial Results (Unaudited)
($ in thousands except per share amounts)
| For the three months ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2022 | December 31, 2021 | September 30, 2021 | June 30, 2021 | March 31, 2021 | ||||||
| Loan interest income(1) | $ | 16,186 | $ | 16,718 | $ | 15,772 | $ | 15,788 | $ | 18,181 |
| Earnings from debt securities and beneficial interests(2) | $ | 6,866 | $ | 6,447 | $ | 7,126 | $ | 6,994 | $ | 5,937 |
| Other interest income/(loss) | $ | 160 | $ | 81 | $ | 156 | $ | 266 | $ | (83) |
| Interest expense | $ | (8,606) | $ | (8,999) | $ | (8,609) | $ | (8,830) | $ | (10,304) |
| Net interest income(3) | $ | 14,606 | $ | 14,247 | $ | 14,445 | $ | 14,218 | $ | 13,731 |
| Net decrease in the net present value of expected credit losses(3) | $ | 3,978 | $ | 4,296 | $ | 3,678 | $ | 4,733 | $ | 5,516 |
| Other (loss)/income and (loss)/income from equity method investments | $ | (3,613) | $ | 854 | $ | 868 | $ | 843 | $ | 519 |
| Total revenue, net(1,4) | $ | 14,971 | $ | 19,397 | $ | 18,991 | $ | 19,794 | $ | 19,766 |
| Consolidated net income(1) | $ | 5,631 | $ | 9,279 | $ | 10,684 | $ | 11,170 | $ | 10,642 |
| Net income per basic share | $ | 0.15 | $ | 0.32 | $ | 0.40 | $ | 0.45 | $ | 0.30 |
| Average equity(1,5) | $ | 489,303 | $ | 500,760 | $ | 493,687 | $ | 498,990 | $ | 508,319 |
| Average total assets(1) | $ | 1,722,610 | $ | 1,696,144 | $ | 1,669,965 | $ | 1,600,337 | $ | 1,674,301 |
| Average daily cash balance(6,7) | $ | 73,636 | $ | 79,294 | $ | 89,240 | $ | 113,008 | $ | 115,220 |
| Average carrying value of RPLs(1) | $ | 946,164 | $ | 924,171 | $ | 860,155 | $ | 897,847 | $ | 1,025,204 |
| Average carrying value of NPLs(1) | $ | 117,670 | $ | 116,272 | $ | 88,205 | $ | 46,139 | $ | 46,437 |
| Average carrying value of SBC loans | $ | 19,923 | $ | 25,989 | $ | 28,469 | $ | 23,685 | $ | 31,539 |
| Average carrying value of debt securities and beneficial interests | $ | 491,231 | $ | 487,110 | $ | 520,814 | $ | 405,612 | $ | 361,852 |
| Average asset backed debt balance(1) | $ | 1,099,142 | $ | 1,089,104 | $ | 1,044,125 | $ | 992,122 | $ | 1,088,936 |
____________________________________________________________
(1)Reflects the impact of consolidating the assets, liabilities and non-controlling interests of Ajax Mortgage Loan Trust 2017-D ("2017-D"), which is 50% owned by third-party institutional investors as of March 31, 2022.
(2)Interest income on investment in debt securities and beneficial interests issued by our joint ventures is net of servicing fees.
(3)Net decrease in the net present value of expected credit losses represents the net decrease to the allowance resulting from changes in actual and expected cash flows during the quarter. It represents the net increase of the present value of the expected cash flows in excess of contractual cash flows offset by any incremental provision expense on the Mortgage loan pools and Beneficial interests. The decrease is calculated at the pool level for Mortgage loans and at the security level for Beneficial interests. To the extent a pool or Beneficial interest has an associated allowance, the decrease in expected credit losses is recorded in the period in which the change occurs, otherwise it is recognized prospectively as an increase in yield.
(4)Total revenue includes net interest income, income from equity method investments and other income.
(5)Average equity includes the effect of an aggregate of $115.1 million of preferred stock.
(6)Average daily cash balance includes cash and cash equivalents, and excludes cash held in trust.
(7)For the three months ended September 30, 2021, the average daily cash balance excludes $9.4 million of funds on deposit in a non-interest bearing account which closed on August 20, 2021. Including the $9.4 million on deposit, average daily cash was $94.4 million. For the three months ended June 30, 2021, the average daily cash balance excludes $22.1 million, $17.5 million and $9.4 million of funds on deposit in a non-interest bearing account which amounts closed on June 17, 2021, June 24, 2021 and August 20, 2021, respectively. Including the aggregate of $49.0 million on deposit, average daily cash was $125.7 million.
Our consolidated net income attributable to our common stockholders was $3.6 million for the quarter ended March 31, 2022, compared to $7.4 million for the quarter ended December 31, 2021.
Our net interest income for the quarter ended March 31, 2022 prior to the net decrease in the present value of expected credit losses was $14.6 million, an increase of $0.4 million over the prior quarter. Gross interest income was relatively flat quarter over quarter. Our interest expense for the quarter ended March 31, 2022 decreased $0.4 million compared to the prior quarter primarily as a result of calling Ajax Mortgage Loan Trust 2019-C during the fourth quarter of 2021.
During the quarter ended March 31, 2022, we recorded a $4.0 million decrease in the net present value of expected future credit losses primarily driven by higher than expected payments received on our mortgage loan portfolio during the quarter. We generally acquire loans at a discount and record an allowance for expected credit losses at acquisition. We update
the allowance quarterly based on changing cash flow expectations in accordance with the current expected credit losses accounting standard, otherwise known as CECL.
Our Other loss/income line includes a $4.0 million, or $0.17 per share, impairment of our Investment in Beneficial Interests in Ajax Mortgage Loan Trust 2018-D and 2018-G (“2018-D and -G”). The two trusts were redeemed in the second quarter of 2022 and the underlying mortgage loans were re-securitized in Ajax Mortgage Loan Trust 2022-A (“2022-A”). (See Subsequent events, below.) Although we continue to own approximately the same interest in the underlying mortgage loans and related cash flows, we account for our beneficial interests as legal securities. The beneficial interests were settled in the second quarter through receipt of a combination of the beneficial interest in 2022-A and cash received from the sale of the underlying loans to 2022-A. Loan prices have undergone significant disruption since year end and the decline in loan prices versus December 31, 2021 resulted in lower than expected current cash proceeds at redemption. As a result we recognized an impairment loss in the quarter ended March 31, 2022. The impairment is effectively a cash flow timing difference. We expect to recover the impairment as accretion on the beneficial interest in 2022-A as the underlying expected cash flows remain unchanged. By comparison, when we re-securitize our wholly owned secured borrowings, we do not recognize any gain or loss because the transaction is treated as a refinancing through the redemption and issuance of the notes and the beneficial interest is not recorded on the consolidated balance sheet as a separate legal security. We only record an impairment on loans carried on our balance sheet if the carrying value exceeds fair value. Because we acquire loans at a discount, at the quarter ended March 31, 2022, the carrying value of our loans remained below fair value.
We recorded a loss from our investments in affiliates of $63 thousand for the quarter ended March 31, 2022 compared to a gain of $89 thousand for the quarter ended December 31, 2021. The loss is primarily due to the flow through impact of mark to market losses of $132 thousand on shares of our stock held by our Manager and our Servicer. We account for our investments in our Manager and our Servicer using the equity method of accounting.
Our operating expenses decreased on a quarter over quarter basis by $0.4 million due to $0.6 million in lower tax consulting and compliance fees. In the first quarter we increased amortization of the warrant put option liability by $0.4 million. The warrant put option is callable beginning in July 2023.
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, 2022 primarily due to the costs of holding the properties. We sold three properties in the first quarter and three properties 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 ended the quarter with a book value of $15.95 per common share, compared to a book value per common share of $15.92 for the quarter ended December 31, 2021. The increase in book value is due to the anti-dilutive effect of our convertible senior notes, offset by a reduction in common equity from net fair value decreases of $9.8 million primarily from joint venture debt securities, or approximately $0.42 per share.
Our taxable income for the quarter ended March 31, 2022 was $0.49 per share, compared to $0.40 per share for the quarter ended December 31, 2021.
We collected $85.3 million of cash during the first quarter as a result of loan payments, loan payoffs, sales of REO, payoff of securities and cash collections on our securities portfolio to end the quarter with $70.7 million in cash and cash equivalents. Cash collections of $66.6 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 $18.7 million were derived from interest and principal payments on investments in debt securities and beneficial interests.
During the quarter ended March 31, 2022, we invested an additional $6.1 million in Gaea to increase our total investment to $25.5 million, or 22.2%. In addition to common stock, we received 371,103 warrants to purchase additional shares at $16.41 per share for a two year period following the date that the common stock commences trading on a trading market. We continue to account for our investment using the equity method of accounting.
We purchased four NPLs with UPB of $1.0 million at 56.7% of property value. These loans were acquired and included on our consolidated balance sheet for a weighted average of 38 days of the quarter.
The following table provides an overview of our portfolio at March 31, 2022 ($ in thousands):
| No. of loans | 5,723 | Weighted average coupon | 4.31 | % | |||
|---|---|---|---|---|---|---|---|
| Total UPB(1) | $ | 1,111,571 | Weighted average LTV(5) | 61.3 | % | ||
| Interest-bearing balance | $ | 1,017,362 | Weighted average remaining term (months) | 296 | |||
| Deferred balance(2) | $ | 94,209 | No. of first liens | 5,665 | |||
| Market value of collateral(3) | $ | 2,172,959 | No. of second liens | 58 | |||
| Original purchase price/total UPB | 81.8 | % | No. of REO held-for-sale | 31 | |||
| Original purchase price/market value of collateral | 45.4 | % | Market value of REO held-for-sale(6) | $ | 8,035 | ||
| RPLs | 87.5 | % | Carrying value of debt securities and beneficial interests in trusts | $ | 475,800 | ||
| NPLs | 11.0 | % | Loans with 12 for 12 payments as an approximate percentage of acquisition UPB(7) | 73.5 | % | ||
| SBC loans(4) | 1.5 | % | Loans with 24 for 24 payments as an approximate percentage of acquisition UPB(8) | 64.5 | % |
____________________________________________________________
(1)Our loan portfolio consists of fixed rate (60.6% of UPB), ARM (7.4% of UPB) and Hybrid ARM (32.0% 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 the reporting date.
(4)SBC loans includes both purchased and originated loans.
(5)UPB as of March 31, 2022 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
On April 14, 2022, with an accredited institutional investor we refinanced our 2018-D and 2018-G joint ventures into 2022-A and retained $47.7 million of varying classes of agency rated securities and equity. We acquired 23.28% of the securities and trust certificates from the trust. 2022-A acquired 811 RPLs and NPLs with UPB of $215.5 million and an aggregate property value of $518.8 million. The AAA through A rated securities represent 71.9% of the UPB of the underlying mortgage loans and carry a weighted average coupon of 3.47%. This is the first fully rated securitization structure to include a substantial amount of NPLs. Approximately 33.9% of loan UPB in 2022-A was 60 days or more delinquent. Based on the structure of the transaction we will not consolidate 2022-A under U.S. GAAP. Our percentage ownership in 2022-A is approximately the same as our combined prior investments in 2018-D and -G.
On May 5, 2022, our Board of Directors declared a cash dividend of $0.26 per share to be paid on May 31, 2022 to stockholders of record as of May 16, 2022.
Since quarter end, we have acquired two residential RPLs in two transactions from two different sellers with aggregate UPB of $0.2 million, and one NPL in one transaction from a single seller with UPB of $0.2 million. The purchase price of the RPLs was 93.1% of UPB and 44.3% of the estimated market value of the underlying collateral of $0.4 million. The purchase price of the NPL was 94.0% of UPB and 46.2% of the estimated market value of the underlying collateral of $0.3 million.
We have agreed to acquire, subject to due diligence, 26 residential RPLs in seven transactions, and 27 NPLs in one transaction, with aggregate UPB of $6.7 million and $3.9 million, respectively. The purchase price of the residential RPLs is 97.2% of UPB and 42.6% of the estimated market value of the underlying collateral of $15.3 million. The purchase price of the NPLs is 102.0% of UPB and 46.3% of the estimated market value of the underlying collateral of $8.6 million.
Conference Call
Great Ajax Corp. will host a conference call at 5:00 p.m. EST on Thursday, May 5, 2022 to review our financial results for the quarter. A live Webcast of the conference call will be accessible from the Quarterly Reports 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 and NPLs secured by single-family residences and commercial properties. In addition to our continued focus on residential RPLs and NPLs, we also originate and acquire SBC loans secured by multi-family retail/residential and mixed use properties. We are externally managed by Thetis Asset Management LLC, an affiliated entity. 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 our control, 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, 2021 filed with the Securities and Exchange Commissions (the "SEC") on March 4, 2022 and, when filed with the SEC, our Quarterly Report on Form 10-Q for the period ended March 31, 2022. 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, we could experience material adverse effects on our business, financial condition, liquidity and results of operations. We undertake 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, 2022 | December 31, 2021 | September 30, 2021 | June 30, 2021 | |||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||
| INCOME: | ||||||||
| Interest income | $ | 23,212 | $ | 23,246 | $ | 23,054 | $ | 23,048 |
| Interest expense | (8,606) | (8,999) | (8,609) | (8,830) | ||||
| Net interest income | 14,606 | 14,247 | 14,445 | 14,218 | ||||
| Net decrease in the net present value of expected credit losses(1) | 3,978 | 4,296 | 3,678 | 4,733 | ||||
| Net interest income after the impact of changes in the net present value of expected credit losses | 18,584 | 18,543 | 18,123 | 18,951 | ||||
| (Loss)/income from equity method investments | (63) | 89 | 90 | 357 | ||||
| Other (loss)/income | (3,550) | 765 | 778 | 486 | ||||
| Total revenue, net | 14,971 | 19,397 | 18,991 | 19,794 | ||||
| EXPENSE: | ||||||||
| Related party expense - loan servicing fees | 2,091 | 2,158 | 1,743 | 1,699 | ||||
| Related party expense - management fee | 2,293 | 2,281 | 2,292 | 2,270 | ||||
| Professional fees | 345 | 1,011 | 526 | 763 | ||||
| Real estate operating expenses | 185 | 131 | (76) | 88 | ||||
| Fair value adjustment on put option liability | 3,200 | 2,824 | 2,493 | 2,201 | ||||
| Other expense | 1,254 | 1,315 | 1,227 | 1,375 | ||||
| Total expense | 9,368 | 9,720 | 8,205 | 8,396 | ||||
| Loss on debt extinguishment | — | 367 | — | 161 | ||||
| Income before provision for income tax | 5,603 | 9,310 | 10,786 | 11,237 | ||||
| Provision for income tax (benefit) | (28) | 31 | 102 | 67 | ||||
| Consolidated net income | 5,631 | 9,279 | 10,684 | 11,170 | ||||
| Less: consolidated net income/(loss) attributable to non-controlling interests | 96 | (33) | (578) | (1,158) | ||||
| Consolidated net income attributable to Company | 5,535 | 9,312 | 11,262 | 12,328 | ||||
| Less: dividends on preferred stock | 1,949 | 1,950 | 1,949 | 1,950 | ||||
| Consolidated net income attributable to common stockholders | $ | 3,586 | $ | 7,362 | $ | 9,313 | $ | 10,378 |
| Basic earnings per common share | $ | 0.15 | $ | 0.32 | $ | 0.40 | $ | 0.45 |
| Diluted earnings per common share | $ | 0.15 | $ | 0.32 | $ | 0.38 | $ | 0.42 |
| Weighted average shares – basic | 22,922,316 | 22,905,267 | 22,862,429 | 22,825,804 | ||||
| Weighted average shares – diluted | 22,922,316 | 30,439,064 | 30,407,649 | 30,198,696 |
____________________________________________________________
(1)Net decrease in the net present value of expected credit losses represents the net decrease to the allowance resulting from changes in actual and expected cash flows during the quarters ended March 31, 2022, December 31, 2021, September 30, 2021 and June 30, 2021. It represents the net increase of the present value of the expected cash flows in excess of contractual cash flows offset by any incremental provision expense on the Mortgage loan pools and Beneficial interests. The decrease is calculated at the pool level for Mortgage loans and at the security level for Beneficial interests. To the extent a pool or Beneficial interest has an associated allowance, the decrease in expected credit losses is recorded in the period in which the change occurs, otherwise it is recognized prospectively as an increase in yield.
GREAT AJAX CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share amounts)
| December 31, 2021 | |||
|---|---|---|---|
| ASSETS | |||
| Cash and cash equivalents | 70,722 | $ | 84,426 |
| Cash held in trust | 3,100 | ||
| Mortgage loans held-for-sale, net | 29,572 | ||
| Mortgage loans held-for-investment, net(1,2) | 1,080,434 | ||
| Real estate owned properties, net(3) | 6,063 | ||
| Investments in securities at fair value(4) | 355,178 | ||
| Investments in beneficial interests(5) | 139,588 | ||
| Receivable from servicer | 20,899 | ||
| Investments in affiliates | 27,020 | ||
| Prepaid expenses and other assets | 13,400 | ||
| Total assets | 1,685,879 | $ | 1,759,680 |
| LIABILITIES AND EQUITY | |||
| Liabilities: | |||
| Secured borrowings, net(1,2,6) | 536,988 | $ | 575,563 |
| Borrowings under repurchase transactions | 546,054 | ||
| Convertible senior notes, net(6) | 102,845 | ||
| Management fee payable | 2,279 | ||
| Put option liability | 23,667 | ||
| Accrued expenses and other liabilities | 8,799 | ||
| Total liabilities | 1,259,207 | ||
| 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, 2022 and December 31, 2021 | 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, 2022 and December 31, 2021 | 64,044 | ||
| Common stock 0.01 par value; 125,000,000 shares authorized, 23,194,566 shares issued and outstanding at March 31, 2022 and 23,146,775 shares issued and outstanding at December 31, 2021 | 233 | ||
| Additional paid-in capital | 316,162 | ||
| Treasury stock | (1,691) | ||
| Retained earnings | 66,427 | ||
| Accumulated other comprehensive (loss)/income | 1,020 | ||
| Equity attributable to stockholders | 497,295 | ||
| Non-controlling interests(7) | 3,178 | ||
| Total equity | 500,473 | ||
| Total liabilities and equity | 1,685,879 | $ | 1,759,680 |
All values are in US Dollars.
____________________________________________________________
(1)Mortgage loans held-for-investment, net include $729.0 million and $756.8 million of loans at March 31, 2022 and December 31, 2021, 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.). Mortgage loans held-for-investment, net include $7.7 million and $7.1 million of allowance for expected credit losses at March 31, 2022 and December 31, 2021, respectively.
(2)As of March 31, 2022 and December 31, 2021, balances for Mortgage loans held-for-investment, net include $1.0 million and $1.4 million, respectively, from a 50.0% owned joint venture, which we consolidate under U.S. GAAP. The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.).
(3)Real estate owned properties, net, are presented net of valuation allowances of $0.6 million and $0.5 million at March 31, 2022 and December 31, 2021, respectively.
(4)As of March 31, 2022, Investments in securities at fair value include an amortized cost basis of $336.6 million and a net unrealized loss of $8.8 million. As of December 31, 2021, Investments in securities at fair value include an amortized costs basis of $354.2 million and net unrealized gains $1.0 million.
(5)Investments in beneficial interests includes allowance for expected credit losses of zero and $0.6 million at March 31, 2022 and December 31, 2021, respectively.
(6)Secured borrowings, net are presented net of deferred issuance costs of $6.5 million at March 31, 2022 and $7.3 million at December 31, 2021. Convertible senior notes, net are presented net of deferred issuance costs of $0.8 million and $1.7 million at March 31, 2022 and December 31, 2021, respectively.
(7)As of March 31, 2022 non-controlling interests includes $1.1 million from a 50.0% owned joint venture, $1.2 million from a 53.1% owned subsidiary and $0.1 million from a 99.9% owned subsidiary. As of December 31, 2021 non-controlling interests includes $1.8 million from a 50.0% owned joint venture, $1.3 million from a 53.1% owned subsidiary and $0.1 million from a 99.9% owned subsidiary which we consolidates under U.S. GAAP.
Appendix A - Earnings per share
The following table sets forth the components of basic and diluted EPS ($ in thousands, except per share):
| Three months ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2022 | December 31, 2021 | September 30, 2021 | June 30, 2021 | |||||||||||||||||
| 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 | $ | 3,586 | 22,922,316 | $ | 7,362 | 22,905,267 | $ | 9,313 | 22,862,429 | $ | 10,378 | 22,825,804 | ||||||||
| Allocation of earnings to participating restricted shares | (43) | — | (79) | — | (92) | — | (78) | — | ||||||||||||
| Consolidated net income attributable to unrestricted common stockholders | $ | 3,543 | 22,922,316 | $ | 0.15 | $ | 7,283 | 22,905,267 | $ | 0.32 | $ | 9,221 | 22,862,429 | $ | 0.40 | $ | 10,300 | 22,825,804 | $ | 0.45 |
| Effect of dilutive securities(1) | ||||||||||||||||||||
| Restricted stock grants and manager and director fee shares(2) | — | — | 79 | 248,482 | 92 | 229,291 | — | — | ||||||||||||
| Amortization of put option(3) | — | — | — | — | — | — | — | — | ||||||||||||
| Interest expense (add back) and assumed conversion of shares from convertible senior notes(4) | — | — | 2,229 | 7,285,315 | 2,237 | 7,315,929 | 2,255 | 7,372,892 | ||||||||||||
| Diluted EPS | ||||||||||||||||||||
| Consolidated net income attributable to common stockholders and dilutive securities | $ | 3,543 | 22,922,316 | $ | 0.15 | $ | 9,591 | 30,439,064 | $ | 0.32 | $ | 11,550 | 30,407,649 | $ | 0.38 | $ | 12,555 | 30,198,696 | $ | 0.42 |
____________________________________________________________
(1)Our 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, 2022, December 31, 2021, September 30, 2021 and June 30, 2021 and have not been included in the calculation.
(2)The effect of restricted stock grants and manager and director fee shares on our diluted EPS calculation for the three months ended March 31, 2022 and June 30, 2021 would have been anti-dilutive and have been removed from the calculation.
(3)The effect of the amortization of put options on our diluted EPS calculation for the three months ended March 31, 2022, December 31, 2021, September 30, 2021 and June 30, 2021 would have been anti-dilutive and have been removed from the calculation.
(4)The effect of the interest expense and assumed conversion of shares from convertible notes on our diluted EPS calculation for the three months ended March 31, 2022, would have been anti-dilutive and have been removed from the calculation.
9
exhibit992-20220505
First Quarter Investor Presentation May 5, 2022
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 Covid-19 or one its variants and those described under Item 1A of our Annual Report on Form 10-K for the year ended December 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, 2022.
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 356 transactions since inception. Four transactions closed in Q1 2022 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 As of March 31, 2022, we own a 22.2% equity interest in Gaea Real Estate Corp. (“GAEA”), an equity REIT that invests in multifamily properties with a focus on property appreciation and triple net lease vet clinics
Highlights – Quarter Ended March 31, 2022 4 Interest income of $23.2 million; net interest income of $14.6 million Net income attributable to common stockholders of $3.6 million Basic earnings per common share (“EPS”) of $0.15 Book value per common share of $15.95 at March 31, 2022 Taxable income of $0.49 per common share Collected total cash of $85.3 million from loan payments, sales of real estate owned ("REO") properties and collections from investments in debt securities and beneficial interests Invested an additional $6.1 million in Gaea to increase our total investment to $25.5 million, or 22.2% Held $70.7 million of cash and cash equivalents at March 31, 2022; average daily cash balance for the quarter was $73.6 million As of March 31, 2022, approximately 73.5% of portfolio based on acquisition unpaid principal balance ("UPB") made at least 12 out of the last 12 payments
Loan Portfolio Overview – as of March 31, 2022 5 $1,111.6 MM RPL1: $987.1 MM NPL : $124.5 MM $2,181.0 MM RPL: $1,961.3 MM NPL: $ 211.7 MM REO & Rental2: $ 8.0 MM 1 Includes $1.03 million UPB in joint ventures with third party institutional accredited investors that are required to be consolidated for GAAP 2 REO and rental property value is presented at estimated property fair value less expected liquidation costs 89% 11% Unpaid Principal Balance RPL NPL 89.9% 9.7% 0.4% Property Value RPL NPL REO
Loan Portfolio Growth 6 RPL UPB includes $19.2 million of SBC loans, which are performing loans. RPL status stays constant based on initial purchase status $974 $1,397 $1,427 $1,171 $1,156 $987 $1,196 $1,881 $1,969 $1,864 $1,943 $1,961 $774 $1,167 $1,230 $1,023 $990 $876 0 500 1,000 1,500 2,000 2,500 3/31/2017 3/31/2018 3/31/2019 3/31/2020 3/31/2021 3/31/2022 M ill io ns Re-performing Loans UPB Property Value Price
Loan Portfolio Growth 7 NPL status stays constant based on initial purchase status $69 $51 $44 $37 $45 $124 $77 $62 $58 $53 $72 $212 $43 $33 $32 $27 $35 $111 0 50 100 150 200 250 3/31/2017 3/31/2018 3/31/2019 3/31/2020 3/31/2021 3/31/2022 M ill io ns Non-performing Loans UPB Property Value Price
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 Charlotte
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. Acquisitions Under Contract1 RPL UPB: $6.7MM Collateral Value: $15.3MM Price/UPB: 97.2% Price/Collateral Value: 42.6% 26 loans in 7 transactions NPL UPB: $3.9MM Collateral Value: $8.6MM Price/UPB: 102.0% Price/Collateral Value: 46.3% 27 loans in 1 transaction Acquisitions Closed since 3/31/2022 RPL UPB: $184.4K Collateral Value: $387.9K Price/UPB: 93.1% Price/Collateral Value: 44.3% 2 loans in 2 transactions NPL UPB: $170.6K Collateral Value: $347.0K Price/UPB: 94.0% Price/Collateral Value: 46.2% 1 loan in 1 transaction On April 14, 2022, with an accredited institutional investor we refinanced our 2018-D and 2018-G joint ventures into 2022-A and retained $47.7 million of varying classes of agency rated securities and equity. We acquired 23.28% of the securities and trust certificates from the trust. 2022-A acquired 811 RPLs and NPLs with UPB of $215.5 million and an aggregate property value of $518.8 million. The AAA through A rated securities represent 71.9% of the UPB of the underlying mortgage loans and carry a weighted average coupon of 3.47%. This is the first fully rated securitization structure to include a substantial amount of NPLs. Approximately 33.9% of loan UPB in 2022-A was 60 days or more delinquent A dividend of $0.26 share, to be paid on May 31, 2022 to common stockholders of record as of May 16, 2022
Financial Metrics 11 1Includes the impact of the credit loss expense. 2Interest income on debt securities is net of servicing fee. 3Includes the impact of the net decrease in the net present value of expected credit losses on mortgage loans and beneficial interests 4Includes the impact of the net decrease in the net present value of expected credit losses on mortgage loans and beneficial interests. 4Excludes the impact of convertible debt.
Securities and Loan Repurchase Agreement Funding 12
Consolidated Statements of Income 13 1Net decrease in the net present value of expected credit losses represents the net decrease to the allowance resulting from changes in actual and expected cash flows during the quarters ended March 31, 2022, December 31, 2022, September 30, 2021 and June 30, 2021. It represents the net increase of the present value of the expected cash flows in excess of contractual cash flows offset by any incremental provision expense on the Mortgage loan pools and Beneficial interests. The decrease is calculated at the pool level for Mortgage loans and at the security level for Beneficial interests. To the extent a pool or Beneficial interest has an associated allowance, the decrease in expected credit losses is recorded in the period in which the change occurs, otherwise it is recognized prospectively as an increase in yield.
Consolidated Balance Sheets 14
Consolidated Balance Sheets Footnotes 15 1. Mortgage loans held-for-investment, net include $729.0 million and $756.8 million of loans at March 31, 2022 and December 31, 2021, 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.). Mortgage loans held-for-investment, net include $7.7 million and $7.1 million of allowance for expected credit losses at March 31, 2022 and December 31, 2021, respectively. 2. As of March 31, 2022 and December 31, 2021, balances for Mortgage loans held-for-investment, net include $1.0 million and $1.4 million, respectively, from a 50.0% owned joint venture, 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. Real estate owned properties, net, are presented net of valuation allowances of $0.6 million and $0.5 million at March 31, 2022 and December 31, 2021, respectively. 4. As of March 31, 2022, Investments in securities at fair value include amortized cost basis of $336.6 million and a net unrealized loss of $8.8 million. As of December 31, 2021, Investments in securities at fair value include amortized cost basis of $354.2 million and net unrealized gains $1.0 million. 5. Investments in beneficial interests includes allowance for expected credit losses of zero and $0.6 million at March 31, 2022 and December 31, 2021, respectively. 6. Secured borrowings, net are presented net of deferred issuance costs of $6.5 million at March 31, 2022 and $7.3 million at December 31, 2021. Convertible senior notes, net are presented net of deferred issuance costs of $0.8 million at March 31, 2022 and $1.7 million at December 31, 2021. 7. $25.00 liquidation preference per share, 2,307,400 shares issued and outstanding at March 31, 2022 and December 31, 2021. 8. $25.00 liquidation preference per share, 2,892,600 shares issued and outstanding at March 31, 2022 and December 31, 2021. 9. 125,000,000 shares authorized, 23,194,566 shares issued and outstanding at March 31, 2022 and 23,146,775 shares issued and outstanding at December 31, 2021. 10. As of March 31, 2022 non-controlling interests includes $1.1 million from a 50.0% owned joint venture, $1.2 million from a 53.1% owned subsidiary and $0.1 million from a 99.9% owned subsidiary. As of December 31, 2021 non-controlling interests includes $1.8 million from the 50.0% owned joint venture, $1.3 million from a 53.1% owned subsidiary and $0.1 million from a 99.9% owned subsidiary which we consolidates under U.S. GAAP.