8-K

Rithm Property Trust Inc. (RPT)

8-K 2022-11-03 For: 2022-11-03
View Original
Added on April 06, 2026

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): November 3, 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 November 3, 2022, Great Ajax Corp., a Maryland corporation (the “Company”), issued a press release regarding its financial results for the third quarter ended September 30, 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 November 3, 2022, the Company will hold an investor conference call and webcast to discuss financial results for the third quarter ended September 30, 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 third quarter ended September 30, 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 November 3, 2022
99.2 November 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 November 3, 2022
99.2 November 2022 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: November 3, 2022

Document

Exhibit 99.1

logoa15a.jpg

GREAT AJAX CORP. ANNOUNCES RESULTS FOR THE QUARTER

ENDED SEPTEMBER 30, 2022

Third Quarter Highlights

•Interest income of $20.0 million; net interest income of $8.7 million

•Net loss attributable to common stockholders of $(16.2) million

•Earnings per share ("EPS") per basic common share of $(0.71)

•Operating income of $3.1 million

•Operating income per basic common share of $0.14

•Taxable income of $0.26 per share attributable to common stockholders after payment of dividends on our preferred stock

•Book value per common share of $13.75 at September 30, 2022

•Repurchased and retired $66.0 million face amount of our preferred stock and associated warrants

•Issued $110.0 million aggregate principal amount of 8.875% senior unsecured notes due 2027

•Collected total cash of $57.8 million from loan payments, sales of real estate owned ("REO") properties and collections from investments in debt securities and beneficial interests

•Held $72.9 million of cash and cash equivalents at September 30, 2022; average daily cash balance for the quarter was $62.3 million

•As of September 30, 2022, approximately 79.6% of portfolio based on acquisition UPB made at least 12 out of the last 12 payments

New York, NY—November 3, 2022 —Great Ajax Corp. (NYSE: AJX), a Maryland corporation that is a real estate investment trust ("REIT"), today announces its results of operations for the quarter ended September 30, 2022. We focus primarily on acquiring, investing in and managing a portfolio of re-performing mortgage loans ("RPLs") and non-performing loans ("NPLs") secured by single-family residences and commercial properties. In addition to our continued focus on 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
September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021
Loan interest income(1) $ 14,864 $ 15,402 $ 16,186 $ 16,718 $ 15,772
Earnings from debt securities and beneficial interests(2) $ 4,613 $ 5,303 $ 6,866 $ 6,448 $ 7,125
Other interest income $ 544 $ 195 $ 160 $ 80 $ 157
Interest expense $ (11,369) $ (9,175) $ (8,606) $ (8,999) $ (8,609)
Net interest income(3) $ 8,652 $ 11,725 $ 14,606 $ 14,247 $ 14,445
Net decrease in the net present value of expected credit losses(3) $ 1,935 $ 961 $ 3,978 $ 4,296 $ 3,678
Other (loss)/income and (loss)/income from equity method investments $ (65) $ (3,918) $ (3,613) $ 854 $ 868
Total revenue, net(1,4) $ 10,522 $ 8,768 $ 14,971 $ 19,397 $ 18,991
Consolidated net (loss)/income(1) $ (9,503) $ (4,781) $ 5,631 $ 9,279 $ 10,684
Net (loss)/income per basic share $ (0.71) $ (0.40) $ 0.15 $ 0.32 $ 0.40
Average equity(1,5) $ 399,610 $ 466,847 $ 489,303 $ 500,760 $ 493,687
Average total assets(1) $ 1,559,584 $ 1,645,915 $ 1,722,610 $ 1,696,144 $ 1,669,965
Average daily cash balance(6,7) $ 62,334 $ 60,609 $ 73,636 $ 79,294 $ 89,240
Average carrying value of RPLs(1) $ 897,947 $ 909,382 $ 946,164 $ 924,171 $ 860,155
Average carrying value of NPLs(1) $ 100,827 $ 114,775 $ 117,670 $ 116,272 $ 88,205
Average carrying value of SBC loans $ 15,546 $ 16,704 $ 19,923 $ 25,989 $ 28,469
Average carrying value of debt securities and beneficial interests $ 435,849 $ 487,484 $ 491,231 $ 487,110 $ 520,814
Average asset backed debt balance(1) $ 987,394 $ 1,046,985 $ 1,099,142 $ 1,089,104 $ 1,044,125

____________________________________________________________

(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.

(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 $34.6 million of preferred stock for the three months ended September 30, 2022, 93.0 million for the three months ended June 30, 2022 and $115.1 million for the three months ended March 31, 2022, December 31, 2021 and September 30, 2021.

(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 quarter ended September 30, 2022, we had a GAAP consolidated net loss attributable to common stockholders of $(16.2) million or $(0.71) per common share after preferred dividends. Operating income, a non-GAAP financial measure which adjusts GAAP earnings by removing unrealized gains and losses as well as certain other non-core expenses and preferred dividends, was $3.1 million or $0.14 per common share. We consider Operating income to provide a useful measure for comparing the results of our ongoing operations over multiple quarters. For a reconciliation of Operating income to consolidated net loss/income available to common stockholders, please refer to Appendix B.

During the quarter ended September 30, 2022, we repurchased and retired $66.0 million face amount of our preferred stock and associated warrants for our common stock in a series of repurchase transactions. The repurchase of the preferred stock caused the recognition of $5.7 million of GAAP preferred stock discount expense and the repurchase of the warrants accelerated future GAAP accretion expense on the warrant's put option liability of $8.8 million for a total of $14.5 million in charges related to the repurchases. The repurchase of the preferred stock will save us approximately $3.9 million annually in

preferred dividends while the repurchase of the warrants will reduce future put option accretion expense by $8.0 million annually for a total annual savings of $11.9 million.

Our interest income for the quarter ended September 30, 2022 excluding any adjustment for expected credit losses was $8.7 million, a decrease of $3.1 million over the prior quarter. Gross interest income decreased $0.9 million as a result of a lower average balance of our mortgage loan portfolio during the quarter and lower yields on our beneficial interests due to duration expansion as higher interest rates are expected to reduce prepayments from refinancing. Our interest expense for the quarter ended September 30, 2022 increased $2.2 million compared to the prior quarter primarily as a result of rate increases on our floating rate repurchase financing facilities and interest expense on our new unsecured debt deal.

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. During the quarter ended September 30, 2022, we recorded income of $1.9 million due to the decrease in the net present value of expected future credit losses partially driven by higher than expected payments in full on our mortgage loan portfolio during the quarter compared to $1.0 million of income recorded for the second quarter.

We recorded a loss from our investments in affiliates of $0.5 million for the quarter ended September 30, 2022 compared to a loss of $0.4 million for the quarter ended June 30, 2022. The loss is partially due to the flow through impact of mark to market losses 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 GAAP expenses decreased on a quarter over quarter basis by $1.2 million primarily due to a $0.7 million decrease in amortization of our put option liability on our remaining outstanding warrants. Additionally the repurchase of our preferred stock contributed to a decrease in our management fee expense by $0.4 million due to a decline in our average common and preferred equity.

We recorded $22.0 thousand in recoveries on our REO held-for-sale portfolio in real estate operating expense for the quarter ended September 30, 2022. We sold nine properties in the third quarter for a gain of $0.8 million and nine properties were added to REO held-for-sale through foreclosures or through direct purchase.

We ended the quarter with a GAAP book value of $13.75 per common share, compared to a book value per common share of $14.98 for the quarter ended June 30, 2022. The decrease in book value is driven primarily by a mark to market loss on our investments in debt securities, acceleration of discount on the retirement of our preferred stock and warrants, and our GAAP loss for the quarter.

Our taxable income for the quarter ended September 30, 2022 was $0.26 per share of net income available to common stockholders, compared to $0.36 per share of taxable net income available to common stockholders for the quarter ended June 30, 2022. Additionally, we recorded income tax expense of $2.4 million comprised of $1.7 million of income tax on our undistributed 2021 taxable income and $0.7 million of tax on income earned in our taxable REIT subsidiaries.

We collected $57.8 million of cash during the third quarter as a result of loan payments, loan payoffs, sales of REO, and cash collections on our securities portfolio to end the quarter with $72.9 million in cash and cash equivalents. Cash collections of $44.7 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 $13.1 million were derived from interest and principal payments on investments in debt securities and beneficial interests.

On August 26, 2022, we issued $110.0 million aggregate principal amount of 8.875% unsecured senior notes due 2027 in a private offering. We used the majority of the proceeds from the offering to repurchase and retire some of our outstanding Series A and Series B Fixed-to-Floating Rate Preferred Stock at a discount, as well as the associated warrants, and retained the remainder for general corporate purposes.

We purchased 34 RPLs with UPB of $9.1 million at 42.3% of property value and 90.4% of UPB and three NPLs with UPB of $0.4 million at 52.4% of property value and 69.2% of UPB. These loans were acquired and included on our consolidated balance sheet for a weighted average of 55 days of the quarter.

The following table provides an overview of our portfolio at September 30, 2022 ($ in thousands):

No. of loans 5,426 Weighted average coupon 4.35 %
Total UPB(1) $ 1,047,692 Weighted average LTV(5) 56.4 %
Interest-bearing balance $ 957,443 Weighted average remaining term (months) 295
Deferred balance(2) $ 90,249 No. of first liens 5,375
Market value of collateral(3) $ 2,232,297 No. of second liens 51
Current purchase price/total UPB 81.7 % No. of REO held-for-sale 37
Current purchase price/market value of collateral 42.0 % Market value of REO held-for-sale(6) 6,902
RPLs 88.2 % Carrying value of debt securities and beneficial interests in trusts $ 407,901
NPLs 10.6 % Loans with 12 for 12 payments as an approximate percentage of acquisition UPB(7) 79.6 %
SBC loans(4) 1.2 % Loans with 24 for 24 payments as an approximate percentage of acquisition UPB(8) 69.3 %

____________________________________________________________

(1)Our loan portfolio consists of fixed rate (61.7% of UPB), ARM (6.9% of UPB) and Hybrid ARM (31.4% 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 September 30, 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

Since quarter end, we have acquired three residential RPLs in one transaction from a single seller with aggregate UPB of $0.8 million. The purchase price of the RPLs was 78.5% of UPB and 58.2% of the estimated market value of the underlying collateral of $1.1 million.

We have agreed to acquire, subject to due diligence, two residential RPLs in two transactions with aggregate UPB of $0.6 million. The purchase price of the residential RPLs is 84.2% of UPB and 58.6% of the estimated market value of the underlying collateral of $0.9 million.

On October 26, 2022, we co-invested with third-party institutional investors to form 2022-RPL1 and acquired 17.5% of the securities and trust certificates from the trust. 2022-RPL1 acquired 1,948 RPLs with aggregate UPB of $293.6 million. The purchase price including joint venture expenses is 86.7% of UPB and 39.0% of the estimated market value of the underlying collateral of $653.1 million. Based on the structure of the transaction, we will not consolidate 2022-RPL1 under U.S. GAAP.

On November 3, 2022, our Board of Directors declared a cash dividend of $0.27 per share to be paid on November 29, 2022 to stockholders of record as of November 15, 2022.

Conference Call

Great Ajax Corp. will host a conference call at 5:00 p.m. EST on Thursday, November 3, 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 REIT, 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 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 REIT 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 pandemic 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 September 30, 2022. The COVID-19 outbreak has caused significant volatility and disruption in the financial markets both globally and in the United States. While lockdowns and restrictions have largely ended in the United States, a spike in COVID-19 cases and return to restrictions could cause 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
September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021
(unaudited) (unaudited) (unaudited) (unaudited)
INCOME:
Interest income $ 20,021 $ 20,900 $ 23,212 $ 23,246
Interest expense (11,369) (9,175) (8,606) (8,999)
Net interest income 8,652 11,725 14,606 14,247
Net decrease in the net present value of expected credit losses(1) 1,935 961 3,978 4,296
Net interest income after the impact of changes in the net present value of expected credit losses 10,587 12,686 18,584 18,543
(Loss)/income from equity method investments (451) (355) (63) 89
Other income/(loss) 386 (3,563) (3,550) 765
Total revenue, net 10,522 8,768 14,971 19,397
EXPENSE:
Related party expense - loan servicing fees 1,952 2,006 2,091 2,158
Related party expense - management fee 1,948 2,363 2,293 2,281
Professional fees 667 419 345 1,011
Real estate operating expenses (16) (33) 185 131
Fair value adjustment on put option liability 2,917 3,595 3,200 2,824
Other expense 1,377 1,668 1,254 1,315
Total expense 8,845 10,018 9,368 9,720
Acceleration of put option settlement 8,813 3,531
Loss on debt extinguishment 367
(Loss)/income before provision for income tax (7,136) (4,781) 5,603 9,310
Provision for income tax (benefit) 2,367 (28) 31
Consolidated net (loss)/income (9,503) (4,781) 5,631 9,279
Less: consolidated net (loss)/income attributable to non-controlling interests (42) 16 96 (33)
Consolidated net (loss)/income attributable to Company (9,461) (4,797) 5,535 9,312
Less: dividends on preferred stock 1,053 1,925 1,949 1,950
Less: discount on retirement of preferred stock 5,735 2,459
Consolidated net (loss)/income attributable to common stockholders $ (16,249) $ (9,181) $ 3,586 $ 7,362
Basic (loss)/earnings per common share $ (0.71) $ (0.40) $ 0.15 $ 0.32
Diluted (loss)/earnings per common share $ (0.71) $ (0.40) $ 0.15 $ 0.32
Weighted average shares – basic 22,538,891 22,754,553 22,922,316 22,905,267
Weighted average shares – diluted 22,833,465 22,754,553 22,922,316 30,439,064

____________________________________________________________

(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 September 30, 2022, June 30, 2022, March 31, 2022 and December 31, 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 72,896 $ 84,426
Mortgage loans held-for-sale, net 29,572
Mortgage loans held-for-investment, net 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 16,500
Total assets 1,526,974 $ 1,759,680
LIABILITIES AND EQUITY
Liabilities:
Secured borrowings, net(1,2,6) 481,824 $ 575,563
Borrowings under repurchase transactions 546,054
Convertible senior notes, net(6) 102,845
Notes payable, net(6)
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, 424,949 shares issued and outstanding at September 30, 2022 and 2,307,400 shares issued and outstanding at December 31, 2021 51,100
Series B 5.00% Fixed-to-Floating Rate Cumulative Redeemable, 25.00 liquidation preference per share, 1,135,590 shares issued and outstanding at September 30, 2022 and 2,892,600 shares issued and outstanding at December 31, 2021 64,044
Common stock 0.01 par value; 125,000,000 shares authorized, 22,883,634 shares issued and outstanding at September 30, 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 1,526,974 $ 1,759,680

All values are in US Dollars.

____________________________________________________________

(1)Mortgage loans held-for-investment, net include $687.0 million and $756.8 million of loans at September 30, 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 $5.2 million and $7.1 million of allowance for expected credit losses at September 30, 2022 and December 31, 2021, respectively.

(2)As of September 30, 2022 and December 31, 2021, balances for Mortgage loans held-for-investment, net include $0.9 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 $0.4 million and $0.5 million at September 30, 2022 and December 31, 2021, respectively.

(4)As of September 30, 2022, Investments in securities at fair value include an amortized cost basis of $280.2 million and a net unrealized loss of $22.4 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 September 30, 2022 and December 31, 2021, respectively.

(6)Secured borrowings, net are presented net of deferred issuance costs of $5.1 million at September 30, 2022 and $7.3 million at December 31, 2021. Convertible senior notes, net are presented net of deferred issuance costs of $0.5 million and $1.7 million at September 30, 2022 and December 31, 2021, respectively. Notes payable, net are presented net of deferred issuance costs and discount of $3.8 million at September 30, 2022 and zero at December 31, 2021.

(7)As of September 30, 2022 non-controlling interests includes $1.0 million from a 50.0% owned joint venture, $1.1 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
September 30, 2022 June 30, 2022 March 31, 2022 December 31, 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 (loss)/income attributable to common stockholders $ (16,249) 22,538,891 $ (9,181) 22,754,553 $ 3,586 22,922,316 $ 7,362 22,905,267
Allocation of loss/(earnings) to participating restricted shares 210 103 (43) (79)
Consolidated net (loss)/income attributable to unrestricted common stockholders $ (16,039) 22,538,891 $ (0.71) $ (9,078) 22,754,553 $ (0.40) $ 3,543 22,922,316 $ 0.15 $ 7,283 22,905,267 $ 0.32
Effect of dilutive securities(1)
Restricted stock grants and manager and director fee shares(2) (210) 294,574 79 248,482
Amortization of put option(3)
Interest expense (add back) and assumed conversion of shares from convertible senior notes(4) 2,229 7,285,315
Diluted EPS
Consolidated net (loss)/income attributable to common stockholders and dilutive securities $ (16,249) 22,833,465 $ (0.71) $ (9,078) 22,754,553 $ (0.40) $ 3,543 22,922,316 $ 0.15 $ 9,591 30,439,064 $ 0.32

____________________________________________________________

(1)Our outstanding warrants would have an anti-dilutive effect on diluted earnings per share for all periods shown 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 June 30, 2022, and March 31, 2022 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 September 30, 2022, June 30, 2022, March 31, 2022, and December 31, 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 September 30, 2022, June 30, 2022, and March 31, 2022, would have been anti-dilutive and have been removed from the calculation.

Appendix B - Reconciliation of Operating income to Consolidated net (loss)/income available to common stockholders

(Dollars in thousands except per share amounts)

Three months ended
September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021
(unaudited) (unaudited) (unaudited) (unaudited)
INCOME:
Interest income $ 20,021 $ 20,900 $ 23,212 $ 23,246
Interest expense (11,369) (9,175) (8,606) (8,999)
Net interest income 8,652 11,725 14,606 14,247
Other income 399 423 423 765
Total revenue, net 9,051 12,148 15,029 15,012
EXPENSE:
Related party expense - loan servicing fees 1,952 2,006 2,091 2,158
Related party expense - management fees 1,948 2,363 2,293 2,281
Professional fees 667 419 345 1,011
Real estate operating expenses 6 36 16 8
Other expense 1,377 1,668 1,254 1,315
Total expense 5,950 6,492 5,999 6,773
Consolidated operating income $ 3,101 $ 5,656 $ 9,030 $ 8,239
Basic operating income per common share $ 0.14 $ 0.25 $ 0.39 $ 0.36
Diluted operating income per common share $ 0.14 $ 0.25 $ 0.36 $ 0.34
Reconciliation to GAAP net (loss)/income
Consolidated operating income $ 3,101 $ 5,656 $ 9,030 $ 8,239
Mark to market loss on loan and joint venture refinancing (3,986) (3,973)
Net decrease in the net present value of expected credit losses(1) 1,935 961 3,978 4,296
Fair value adjustment on put option liability (2,917) (3,595) (3,200) (2,824)
Acceleration of put option settlement (8,813) (3,531)
Other adjustments (442) (286) (232) (401)
(Loss)/income before provision for income tax (7,136) (4,781) 5,603 9,310
Provision for income tax (benefit) 2,367 (28) 31
Consolidated net loss/(income) attributable to non-controlling interest 42 (16) (96) 33
Consolidated net (loss)/income attributable to Company (9,461) (4,797) 5,535 9,312
Dividends on preferred stock (1,053) (1,925) (1,949) (1,950)
Discount on retirement of preferred stock (5,735) (2,459)
Consolidated net (loss)/income attributable to common stockholders $ (16,249) $ (9,181) $ 3,586 $ 7,362
Basic (loss)/earnings per common share $ (0.71) $ (0.40) $ 0.15 $ 0.32
Diluted (loss)/earnings per common share $ (0.71) $ (0.40) $ 0.15 $ 0.32

____________________________________________________________

(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 September 30, 2022, June 30, 2022, March 31, 2022, and December 31, 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.

12

exhibit992-20221103

Third Quarter Investor Presentation November 3, 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 September 30, 2022. Past performance is neither indicative nor a guarantee of future results.


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 372 transactions since inception. Ten transactions closed in Q3 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 September 30, 2022, we own a 22.1% 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 September 30, 2022 4 ❖ Interest income of $20.0 million; net interest income of $8.7 million ❖ Net loss attributable to common stockholders of $(16.2) million ❖ Earnings per share per basic common share of $(0.71) ❖ Operating income1 of $3.1 million ❖ Operating income1 per basic common share of $0.14 ❖ Taxable income of $0.26 per share attributable to common stockholders after payment of dividends on our preferred stock ❖ Book value per common share of $13.75 at September 30, 2022 ❖ Repurchased and retired $66.0 million face amount of our preferred stock and associated warrants ❖ Issued $110.0 million aggregate principal amount of 8.875% senior unsecured notes due 2027 ❖ Collected total cash of $57.8 million from loan payments, sales of real estate owned ("REO") properties and collections from investments in debt securities and beneficial interests ❖ Held $72.9 million of cash and cash equivalents at September 30, 2022; average daily cash balance for the quarter was $62.3 million ❖ As of September 30, 2022, approximately 79.6% of portfolio based on acquisition UPB made at least 12 out of the last 12 payments 1 Operating income, a non-GAAP financial measure which adjusts GAAP earnings by removing unrealized gains and losses as well as certain other non-core expenses and preferred dividends. We consider Operating income to provide a useful measure for comparing the results of our ongoing operations over multiple quarters.


Loan Portfolio Overview – as of September 30, 2022 5 $1,047.7 MM RPL1,3,5: $932.5 MM NPL2,5 : $115.2 MM $2,239.2 MM RPL1,5: $2,014.1 MM NPL2,5: $ 218.2 MM REO & Rental4: $ 6.9 MM 1 Re-performing loans ("RPL") 2 Non-performing loans (“NPL") 3 Includes $1.0 million UPB in joint ventures with third party institutional accredited investors that are required to be consolidated for GAAP 4 REO and rental property value is presented at estimated property fair value less expected liquidation costs 5 RPL and NPL statuses remain constant based on initial purchase status 89% 11% Unpaid Principal Balance RPL NPL 89.9% 9.8% 0.3% Property Value RPL NPL REO


Loan Portfolio Growth 6 ❖ RPL UPB includes $15.8 million of SBC loans, which are performing loans ❖ RPL status stays constant based on initial purchase status $1,257 $1,161 $939 $933 $1,770 $1,845 $1,719 $2,014 $1,094 $1,024 $831 $835 0 500 1,000 1,500 2,000 2,500 9/30/2019 9/30/2020 9/30/2021 9/30/2022 M ill io n s Re-performing Loans UPB Property Value Price


Loan Portfolio Growth 7 ❖ NPL status stays constant based on initial purchase status $34 $37 $132 $115 $44 $53 $207 $218 $24 $28 $119 $103 0 50 100 150 200 250 9/30/2019 9/30/2020 9/30/2021 9/30/2022 M ill io n s 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 ❖Approximately 78% 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 Includes the 2022-RPL1 transaction that closed on October 26,2022. 2 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 Contract2 ❖ RPL ❖ UPB: $612.7K ❖ Collateral Value: $880.6K ❖ Price/UPB: 84.2% ❖ Price/Collateral Value: 58.6% ❖ 2 loans in 2 transactions ❖ Acquisitions Closed since 9/30/20221 ❖ RPL ❖ UPB: $294.4MM ❖ Collateral Value: $654.1MM ❖ Price/UPB: 86.6% ❖ Price/Collateral Value: 39.0% ❖ 1,951 loans in 2 transactions ❖ On October 26, 2022, we co-invested with third-party institutional investors to form 2022-RPL1 and acquired 17.5% of the securities and trust certificates from the trust. 2022-RPL1 acquired 1,948 RPLs with aggregate UPB of $293.6 million. The purchase price including joint venture expenses is 86.7% of UPB and 39.0% of the estimated market value of the underlying collateral of $653.1 million. Based on the structure of the transaction, we will not consolidate 2022-RPL1 under U.S. GAAP. ❖ A dividend of $0.27 per share, to be paid on November 29, 2022 to common stockholders of record as of November 15, 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 4Excludes the impact of convertible debt


Securities and Loan Repurchase Agreement Funding 12 1As of September 30, 2022 and June 30, 2022 balances contain no bonds from consolidated joint ventures 2Securities retained from our wholly owned secured borrowings and eliminated in our consolidated balance sheet 3All debt securities repurchase agreement funding is mark to market


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 September 30, 2022, June 30, 2022, March 31, 2022, and December 31, 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 $687.0 million and $756.8 million of loans at September 30, 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 $5.2 million and $7.1 million of allowance for expected credit losses at September 30, 2022 and December 31, 2021, respectively. 2. As of September 30, 2022 and December 31, 2021, balances for Mortgage loans held-for-investment, net include $0.9 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 $0.4 million and $0.5 million at September 30, 2022 and December 31, 2021, respectively. 4. As of September 30, 2022, Investments in securities at fair value include amortized cost basis of $280.2 million and a net unrealized loss of $22.4 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 September 30, 2022 and December 31, 2021, respectively. 6. Secured borrowings, net are presented net of deferred issuance costs of $5.1 million at September 30, 2022 and $7.3 million at December 31, 2021. Convertible senior notes, net are presented net of deferred issuance costs of $0.5 million at September 30, 2022 and $1.7 million at December 31, 2021. Notes payable, net are presented net of deferred issuance costs and discount of $3.8 million at September 30, 2022 and zero at December 31, 2021. 7. $25.00 liquidation preference per share, 424,949 shares issued and outstanding at September 30, 2022 and 2,307,400 shares issued and outstanding and December 31, 2021. 8. $25.00 liquidation preference per share, 1,135,590 shares issued and outstanding at September 30, 2022 and 2,892,600 shares issued and outstanding and December 31, 2021. 9. 125,000,000 shares authorized, 22,883,634 shares issued and outstanding at September 30, 2022 and 23,146,775 shares issued and outstanding at December 31, 2021. 10. As of September 30, 2022 non-controlling interests includes $1.0 million from a 50.0% owned joint venture, $1.1 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.


Consolidated Operating Income 16 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 September 30, 2022, June 30, 2022, March 31, 2022, and December 31, 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.


Book Value Per Share 17