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 4, 2023
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 4, 2023, Great Ajax Corp., a Maryland corporation (the “Company”), issued a press release regarding its financial results for the first quarter ended March 31, 2023 (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 4, 2023, the Company will hold an investor conference call and webcast to discuss financial results for the first quarter ended March 31, 2023, 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, 2023 (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 4, 2023 |
| 99.2 | May 2023 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 4, 2023 |
| 99.2 | May 2023 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 4, 2023
Document
Exhibit 99.1
GREAT AJAX CORP. ANNOUNCES RESULTS FOR THE QUARTER
ENDED MARCH 31, 2023
First Quarter Highlights
•Interest income of $18.5 million; net interest income of $3.5 million
•Net loss attributable to common stockholders of $(7.9) million
•Operating loss of $(2.1) million
•Earnings per share ("EPS") per basic common share was a loss of $(0.34)
•Operating loss per basic common share of $(0.09)
•Taxable income of $0.05 per share attributable to common stockholders after payment of dividends on our preferred stock
•Book value per common share of $12.58 at March 31, 2023
•Refinanced three joint ventures with $205.1 million in unpaid principal balance ("UPB") of mortgage loans with collateral values of $497.4 million and retained $16.1 million of varying classes of related securities issued by the joint venture and sold a single debt security with a carrying value of $30.2 million to end the quarter with $356.0 million of investments in debt securities and beneficial interests
•Collected total cash of $43.6 million from loan payments, sales of real estate owned ("REO") properties and collections from investments in debt securities and beneficial interests
•Held $49.4 million of cash and cash equivalents at March 31, 2023; average daily cash balance for the quarter was $50.9 million
•As of March 31, 2023, approximately 81.3% of our portfolio (based on UPB at the time of acquisition) made at least 12 out of the last 12 payments
New York, NY—May 4, 2023 —Great Ajax Corp. (NYSE: AJX), a Maryland corporation that is a real estate investment trust ("REIT"), announces its results of operations for the quarter ended March 31, 2023. We focus primarily on acquiring, investing in and managing a portfolio of re-performing mortgage loans ("RPLs") and non-performing loans ("NPLs") secured by single-family residences and commercial properties. In addition to our continued focus on RPLs and NPLs, we also originate and acquire small-balance commercial loans ("SBC loans") secured by multi-family retail/residential and mixed use properties.
Selected Financial Results (Unaudited)
($ in thousands except per share amounts)
| For the three months ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2023 | December 31, 2022 | September 30, 2022 | June 30, 2022 | March 31, 2022 | ||||||
| Loan interest income(1) | $ | 13,281 | $ | 13,520 | $ | 14,864 | $ | 15,402 | $ | 16,186 |
| Earnings from debt securities and beneficial interests(2) | $ | 4,569 | $ | 4,562 | $ | 4,613 | $ | 5,303 | $ | 6,866 |
| Other interest income | $ | 606 | $ | 367 | $ | 544 | $ | 195 | $ | 160 |
| Interest expense | $ | (14,925) | $ | (14,482) | $ | (11,369) | $ | (9,175) | $ | (8,606) |
| Net interest income | $ | 3,531 | $ | 3,967 | $ | 8,652 | $ | 11,725 | $ | 14,606 |
| Net decrease in the net present value of expected credit losses | $ | 621 | $ | 1,152 | $ | 1,935 | $ | 961 | $ | 3,978 |
| Other (loss)/income, loss from equity method investments and loss on joint venture refinancing on beneficial interests | $ | (3,612) | $ | (3,744) | $ | (65) | $ | (3,918) | $ | (3,613) |
| Total revenue, net(1,3) | $ | 540 | $ | 1,375 | $ | 10,522 | $ | 8,768 | $ | 14,971 |
| Consolidated net (loss)/income(1) | $ | (7,364) | $ | (6,283) | $ | (9,503) | $ | (4,781) | $ | 5,631 |
| Net (loss)/income per basic share | $ | (0.34) | $ | (0.30) | $ | (0.71) | $ | (0.40) | $ | 0.15 |
| Average equity(1,4) | $ | 337,206 | $ | 343,112 | $ | 399,610 | $ | 466,847 | $ | 489,303 |
| Average total assets(1) | $ | 1,463,529 | $ | 1,509,738 | $ | 1,559,584 | $ | 1,645,915 | $ | 1,722,610 |
| Average daily cash balance | $ | 50,916 | $ | 47,196 | $ | 62,334 | $ | 60,609 | $ | 73,636 |
| Average carrying value of RPLs(1) | $ | 882,018 | $ | 883,254 | $ | 897,947 | $ | 909,382 | $ | 946,164 |
| Average carrying value of NPLs(1) | $ | 86,494 | $ | 99,160 | $ | 100,827 | $ | 114,775 | $ | 117,670 |
| Average carrying value of SBC loans | $ | 12,159 | $ | 14,275 | $ | 15,546 | $ | 16,704 | $ | 19,923 |
| Average carrying value of debt securities and beneficial interests | $ | 401,240 | $ | 427,471 | $ | 435,849 | $ | 487,484 | $ | 491,231 |
| Average asset backed debt balance(1) | $ | 897,279 | $ | 933,695 | $ | 987,394 | $ | 1,046,985 | $ | 1,099,142 |
____________________________________________________________
(1)Reflects the impact of consolidating the assets, liabilities and non-controlling interests of Ajax Mortgage Loan Trust 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)Total revenue includes net interest income, loss from equity method investments, loss on joint venture refinancing on beneficial interests and other income.
(4)Average equity includes the effect of an aggregate of $34.6 million of preferred stock for the three months ended March 31, 2023, December 31, 2022 and 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.
For the quarter ended March 31, 2023, we had a GAAP consolidated net loss attributable to common stockholders of $(7.9) million or $(0.34) per common share after preferred dividends. Operating loss, a non-GAAP financial measure which adjusts GAAP earnings by removing gains and losses as well as certain other non-core income and expenses and preferred dividends, was $(2.1) million or $(0.09) per common share. We consider Operating loss/income to provide a useful measure for comparing the results of our ongoing operations over multiple quarters. For a reconciliation of Operating loss/income to consolidated net loss/income available to common stockholders, please refer to Appendix B.
Our net interest income for the quarter ended March 31, 2023 excluding any adjustment for expected credit losses was $3.5 million, a decrease of $0.4 million over the prior quarter. Gross interest income increased $7 thousand as a result of higher yields on our mortgage and debt securities portfolio. Our interest expense for the quarter ended March 31, 2023 increased $0.4 million compared to the prior quarter primarily as a result of rate increases on our floating rate repurchase financing. Interest earning assets declined $54.0 million during the quarter ended March 31, 2023.
We generally acquire loans at a discount and record an allowance for expected credit losses at acquisition. We update the allowance quarterly based on actual cash flow results and changing cash flow expectations in accordance with the current expected credit losses accounting standard, otherwise known as CECL. During the quarter ended March 31, 2023, we recorded
income of $0.6 million due to the decrease in the net present value of expected future credit losses partially driven by pre-payments in full and in part compared to $1.2 million of income recorded for the fourth quarter of fiscal year 2022.
As previously described in our prior quarter earnings call, we recorded a $3.0 million loss in Other income on the sale of a portion of a Class A senior bond from one of our joint ventures for the quarter ended March 31, 2023. This was a decrease of $0.8 million from the $3.8 million loss recorded during the fourth quarter of fiscal year 2022. A cumulative $2.2 million of this current quarter loss was already reflected in our book value calculation through Accumulated other comprehensive loss ("AOCI") at December 31, 2022. This cumulative loss was reclassified to loss on sale of securities and an additional $0.8 million loss was recognized on the sale date.
We recorded a loss from our investments in affiliates of $0.1 million for the quarter ended March 31, 2023 compared to a loss of $0.3 million for the quarter ended December 31, 2022 due to a lower flow through mark to market loss on shares of our stock held by our Manager. We account for our investment in our Manager using the equity method of accounting.
Our GAAP expenses increased on a quarter over quarter basis by $0.4 million primarily due to a $0.3 million increase in professional fees. Additionally our management fee expense increased by $0.1 million due to an update in the calculation to include our unsecured debt securities to the extent proceeds were used to repurchase our preferred stock and related warrants, effective as of March 1, 2023.
We recorded $0.1 million in impairment on our REO held-for-sale portfolio in other expense for the quarter ended March 31, 2023. We sold five properties in the first quarter and recorded a gain of $0.1 million in other income. Two properties were transferred from REO held-for-sale to mortgage loans.
On January 1, 2023, the Company transferred $83.0 million of investment securities from available-for-sale (“AFS”) to held-to-maturity (“HTM”) due to European risk retention regulations prohibiting the Company from selling, transferring or otherwise surrendering this proportion of investment interest.
Transfers of securities from AFS to HTM are non-cash transactions and are recorded at fair value. On the date of transfer, AOCI included unrealized losses of $10.9 million for these securities. This amount will be amortized out of AOCI over the remaining life of the respective securities, and has no net impact to interest income. For the quarter ended March 31, 2023, this amortization resulted in a recapture of book value of $2.0 million through the recovery of AOCI.
We ended the quarter with a GAAP book value of $12.58 per common share, compared to a book value per common share of $13.00 for the quarter ended December 31, 2022. The decrease in book value is driven primarily by our GAAP loss for the quarter and dividends paid, partially offset by the recovery of a portion of the mark to market loss in debt securities recorded on the balance sheet through AOCI, and the $2.0 million amortization of the unrealized loss on debt securities transferred to HTM.
Our taxable income for the quarter ended March 31, 2023 was $0.05 per share of net income available to common stockholders, compared to $0.21 per share of taxable net income available to common stockholders for the quarter ended December 31, 2022. Additionally, we recorded income tax expense of $0.1 million comprised primarily of state and local income taxes.
On February 23, 2023, with an accredited institutional investor we refinanced our 2019-E, -G and -H joint ventures into Ajax Mortgage Loan Trust 2023-A ("2023-A") and retained $16.1 million of varying classes of agency rated securities and equity. We retained 5.01% of the AAA rated securities and 20.00% of the AA through B rated securities and trust certificates from the trust. 2023-A acquired 1,085 RPLs and NPLs with UPB of $205.1 million and an aggregate property value of $497.4 million. The AAA through A rated securities represent 79.8% of the UPB of the underlying mortgage loans and carry a weighted average coupon of 3.46%. Based on the structure of the transactions, we do not consolidate 2023-A under U.S. GAAP.
We collected $43.6 million of cash during the first quarter as a result of loan payments, loan payoffs, sales of REO, and cash collections on our securities portfolio to end the quarter with $49.4 million in cash and cash equivalents.
We purchased three RPLs with UPB of $0.8 million at 58.8% of property value and 72.9% of UPB. These loans were acquired and included on our consolidated balance sheet for a weighted average of 37 days of the quarter.
On January 31, 2023, we contributed an additional $0.7 million of equity interest in Great Ajax FS LLC ("GAFS"), the holding company which owns our loan servicer, Gregory Funding LLC. This increased our ownership from 8.0% to 9.6%. We account for our investment in GAFS using the equity method.
On February 21, 2023, our Board of Directors approved the First Amendment to the Third Amended and Restated
Management Agreement with the Manager, which has an effective date of March 1, 2023 and states that the stockholders’
equity used to calculate the base management fee include our unsecured debt securities to the extent the proceeds were used to
repurchase our preferred stock.
The following table provides an overview of our portfolio at March 31, 2023 ($ in thousands):
| No. of loans | 5,241 | Weighted average coupon | 4.40 | % | |||
|---|---|---|---|---|---|---|---|
| Total UPB(1) | $ | 1,007,497 | Weighted average LTV(5) | 56.8 | % | ||
| Interest-bearing balance | $ | 920,637 | Weighted average remaining term (months) | 292 | |||
| Deferred balance(2) | $ | 86,860 | No. of first liens | 5,193 | |||
| Market value of collateral(3) | $ | 2,131,485 | No. of second liens | 48 | |||
| Current purchase price/total UPB | 81.6 | % | No. of REO held-for-sale | 32 | |||
| Current purchase price/market value of collateral | 42.7 | % | Market value of REO held-for-sale(6) | $ | 5,612 | ||
| RPLs | 88.4 | % | Carrying value of debt securities and beneficial interests in trusts | $ | 366,855 | ||
| NPLs | 10.5 | % | Loans with 12 for 12 payments as an approximate percentage of acquisition UPB(7) | 81.3 | % | ||
| SBC loans(4) | 1.1 | % | Loans with 24 for 24 payments as an approximate percentage of acquisition UPB(8) | 72.1 | % |
____________________________________________________________
(1)Our loan portfolio consists of fixed rate (60.8% of UPB), ARM (6.7% of UPB) and Hybrid ARM (32.5% 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, 2023 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 two residential RPLs in one transaction from a single seller with aggregate UPB of $0.3 million. The purchase price of the RPLs was 58.1% of UPB and 37.1% of the estimated market value of the underlying collateral of $0.4 million.
We have agreed to acquire, subject to due diligence, 74 residential RPLs in two transactions with aggregate UPB of $18.1 million. The purchase price of the residential RPLs is 82.9% of UPB and 54.3% of the estimated market value of the underlying collateral of $27.6 million.
On May 4, 2023, our Board of Directors declared a cash dividend of $0.20 per share to be paid on May 31, 2023 to stockholders of record as of May 15, 2023.
Conference Call
Great Ajax Corp. will host a conference call at 5:00 p.m. EST on Thursday, May 4, 2023 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 and the risk factors and other matters set forth in our Annual Report on Form 10-K for the period ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2023 and, when filed with the SEC, our Quarterly Report on Form 10-Q for the period ended March 31, 2023. 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, prospects, 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, 2023 | December 31, 2022 | September 30, 2022 | June 30, 2022 | |||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||
| INCOME | ||||||||
| Interest income | $ | 18,456 | $ | 18,449 | $ | 20,021 | $ | 20,900 |
| Interest expense | (14,925) | (14,482) | (11,369) | (9,175) | ||||
| Net interest income | 3,531 | 3,967 | 8,652 | 11,725 | ||||
| Net decrease in the net present value of expected credit losses | 621 | 1,152 | 1,935 | 961 | ||||
| Net interest income after the impact of changes in the net present value of expected credit losses | 4,152 | 5,119 | 10,587 | 12,686 | ||||
| Loss from equity method investments | (98) | (349) | (451) | (355) | ||||
| Loss on joint venture refinancing on beneficial interests | (995) | — | — | (2,142) | ||||
| Other (loss)/income | (2,519) | (3,395) | 386 | (1,421) | ||||
| Total revenue, net | 540 | 1,375 | 10,522 | 8,768 | ||||
| EXPENSE | ||||||||
| Related party expense - loan servicing fees | 1,860 | 1,911 | 1,952 | 2,006 | ||||
| Related party expense - management fee | 1,828 | 1,722 | 1,948 | 2,363 | ||||
| Professional fees | 934 | 621 | 667 | 419 | ||||
| Fair value adjustment on put option liability | 1,622 | 1,431 | 2,917 | 3,595 | ||||
| Other expense | 1,614 | 1,741 | 1,358 | 1,376 | ||||
| Total expense | 7,858 | 7,426 | 8,842 | 9,759 | ||||
| Acceleration of put option settlement | — | — | 8,813 | 3,531 | ||||
| Gain on debt extinguishment | (47) | — | — | — | ||||
| Loss before provision for income taxes | (7,271) | (6,051) | (7,133) | (4,522) | ||||
| Provision for income taxes | 93 | 232 | 2,370 | 259 | ||||
| Consolidated net loss | (7,364) | (6,283) | (9,503) | (4,781) | ||||
| Less: consolidated net income/(loss) attributable to non-controlling interests | 30 | 5 | (42) | 16 | ||||
| Consolidated net loss attributable to the Company | (7,394) | (6,288) | (9,461) | (4,797) | ||||
| Less: dividends on preferred stock | 547 | 547 | 1,053 | 1,925 | ||||
| Less: discount on retirement of preferred stock | — | — | 5,735 | 2,459 | ||||
| Consolidated net loss attributable to common stockholders | (7,941) | $ | (6,835) | $ | (16,249) | $ | (9,181) | |
| Basic loss per common share | $ | (0.34) | $ | (0.30) | $ | (0.71) | $ | (0.40) |
| Diluted loss per common share | $ | (0.34) | $ | (0.30) | $ | (0.71) | $ | (0.40) |
| Weighted average shares – basic | 22,920,943 | 22,778,652 | 22,538,891 | 22,754,553 | ||||
| Weighted average shares – diluted | 22,920,943 | 22,778,652 | 22,833,465 | 22,754,553 |
GREAT AJAX CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share amounts)
| December 31, 2022 | |||
|---|---|---|---|
| ASSETS | |||
| Cash and cash equivalents | 49,397 | $ | 47,845 |
| Mortgage loans held-for-investment, net(1,2) | 989,084 | ||
| Real estate owned properties, net(3) | 6,333 | ||
| Investments in securities available-for-sale(4) | 257,062 | ||
| Investments in securities held-to-maturity(5) | — | ||
| Investments in beneficial interests(6) | 134,552 | ||
| Receivable from servicer | 7,450 | ||
| Investments in affiliates | 30,185 | ||
| Prepaid expenses and other assets | 11,915 | ||
| Total assets | 1,439,641 | $ | 1,484,426 |
| LIABILITIES AND EQUITY | |||
| Liabilities: | |||
| Secured borrowings, net(1,2,7) | 454,664 | $ | 467,205 |
| Borrowings under repurchase transactions | 445,855 | ||
| Convertible senior notes, net(7) | 104,256 | ||
| Notes payable, net(7) | 106,046 | ||
| Management fee payable | 1,720 | ||
| Put option liability | 12,153 | ||
| Accrued expenses and other liabilities | 9,726 | ||
| Total liabilities | 1,146,961 | ||
| 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 both March 31, 2023 and December 31, 2022 | 9,411 | ||
| Series B 5.00% Fixed-to-Floating Rate Cumulative Redeemable, 25.00 liquidation preference per share, 1,135,590 shares issued and outstanding at both March 31, 2023 and December 31, 2022 | 25,143 | ||
| Common stock 0.01 par value; 125,000,000 shares authorized, 23,509,446 shares issued and outstanding at March 31, 2023 and 23,130,956 shares issued and outstanding at December 31, 2022 | 241 | ||
| Additional paid-in capital | 322,439 | ||
| Treasury stock | (9,532) | ||
| Retained earnings | 13,275 | ||
| Accumulated other comprehensive loss | (25,649) | ||
| Equity attributable to stockholders | 335,328 | ||
| Non-controlling interests(8) | 2,137 | ||
| Total equity | 337,465 | ||
| Total liabilities and equity | 1,439,641 | $ | 1,484,426 |
All values are in US Dollars.
____________________________________________________________
(1)Mortgage loans held-for-investment, net include $664.2 million and $675.8 million of loans at March 31, 2023 and December 31, 2022, 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 $4.3 million and $6.1 million of allowance for expected credit losses at March 31, 2023 and December 31, 2022, respectively.
(2)As of both March 31, 2023 and December 31, 2022, balances for Mortgage loans held-for-investment, net include $0.9 million from a 50.0% owned joint venture, which we consolidate under U.S. GAAP.
(3)Real estate owned properties, net, are presented net of valuation allowances of $0.8 million and $0.7 million at March 31, 2023 and December 31, 2022, respectively.
(4)Investments in securities AFS are presented at fair value. As of March 31, 2023, Investments in securities AFS include an amortized cost basis of $157.3 million and a net unrealized loss of $10.9 million. As of December 31, 2022, Investments in securities AFS include an amortized cost basis of $282.7 million and net unrealized loss of $25.6 million.
(5)On January 1, 2023, we transferred certain of our Investments in securities AFS to HTM due to European risk retention regulations. Investments in securities HTM includes an allowance for expected credit losses of zero and remaining discount of $8.9 million related to the unamortized unrealized loss in AOCI from transfer at March 31, 2023.
(6)Investments in beneficial interests includes allowance for expected credit losses of zero at both March 31, 2023 and December 31, 2022.
(7)Secured borrowings, net are presented net of deferred issuance costs of $4.3 million at March 31, 2023 and $4.7 million at December 31, 2022. Convertible senior notes, net are presented net of deferred issuance costs of $0.1 million and $0.3 million at March 31, 2023 and December 31, 2022, respectively. Notes payable, net are presented net of deferred issuance costs and discount of $3.7 million at March 31, 2023 and $4.0 million at December 31, 2022.
(8)As of March 31, 2023, non-controlling interests includes $1.0 million from a 50.0% owned joint venture, $1.0 million from a 53.1% owned subsidiary and $0.1 million from a 99.9% owned subsidiary. As of December 31, 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 $0.1 million from a 99.9% owned subsidiary which we consolidate under U.S. GAAP.
Appendix A - Earnings per share
The following table sets forth the components of basic and diluted EPS ($ in thousands, except per share):
| Three months ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2023 | December 31, 2022 | September 30, 2022 | June 30, 2022 | |||||||||||||||||
| 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 attributable to common stockholders | $ | (7,941) | 22,920,943 | $ | (6,835) | 22,778,652 | $ | (16,249) | 22,538,891 | $ | (9,181) | 22,754,553 | ||||||||
| Allocation of loss to participating restricted shares | 111 | — | 97 | — | 210 | — | 103 | — | ||||||||||||
| Consolidated net loss attributable to unrestricted common stockholders | $ | (7,830) | 22,920,943 | $ | (0.34) | $ | (6,738) | 22,778,652 | $ | (0.30) | $ | (16,039) | 22,538,891 | $ | (0.71) | $ | (9,078) | 22,754,553 | $ | (0.40) |
| Effect of dilutive securities(1) | ||||||||||||||||||||
| Restricted stock grants and manager and director fee shares(2) | — | — | — | — | (210) | 294,574 | — | — | ||||||||||||
| Amortization of put option(3) | — | — | — | — | — | — | — | — | ||||||||||||
| Diluted EPS | ||||||||||||||||||||
| Consolidated net loss attributable to common stockholders and dilutive securities | $ | (7,830) | 22,920,943 | $ | (0.34) | $ | (6,738) | 22,778,652 | $ | (0.30) | $ | (16,249) | 22,833,465 | $ | (0.71) | $ | (9,078) | 22,754,553 | $ | (0.40) |
____________________________________________________________
(1)Our outstanding warrants and the effect of the interest expense and assumed conversion of shares from convertible notes 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 March 31, 2023, December 31, 2022 and June 30, 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 March 31, 2023, December 31, 2022, September 30, 2022 and June 30, 2022 would have been anti-dilutive and have been removed from the calculation.
Appendix B - Reconciliation of Operating (loss)/income to Consolidated net loss available to common stockholders
(Dollars in thousands except per share amounts)
| Three months ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, 2023 | December 31, 2022 | September 30, 2022 | June 30, 2022 | |||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||
| INCOME | ||||||||
| Interest income | $ | 18,456 | $ | 18,449 | $ | 20,021 | $ | 20,900 |
| Interest expense | (14,925) | (14,482) | (11,369) | (9,175) | ||||
| Net interest income | 3,531 | 3,967 | 8,652 | 11,725 | ||||
| Other income | 455 | 479 | 1,259 | 502 | ||||
| Total revenue, net | 3,986 | 4,446 | 9,911 | 12,227 | ||||
| EXPENSE | ||||||||
| Related party expense - loan servicing fees | 1,860 | 1,911 | 1,952 | 2,006 | ||||
| Related party expense - management fees | 1,828 | 1,722 | 1,948 | 2,363 | ||||
| Professional fees | 934 | 621 | 667 | 419 | ||||
| Other expense | 1,503 | 1,443 | 1,380 | 1,445 | ||||
| Total expense | 6,125 | 5,697 | 5,947 | 6,233 | ||||
| Consolidated operating (loss)/income | $ | (2,139) | $ | (1,251) | $ | 3,964 | $ | 5,994 |
| Basic operating (loss)/income per common share | $ | (0.09) | $ | (0.05) | $ | 0.17 | $ | 0.26 |
| Diluted operating (loss)/income per common share | $ | (0.09) | $ | (0.05) | $ | 0.17 | $ | 0.26 |
| Reconciliation to GAAP net loss | ||||||||
| Consolidated operating (loss)/income | $ | (2,139) | $ | (1,251) | $ | 3,964 | $ | 5,994 |
| Mark to market loss on joint venture refinancing | (995) | — | — | (2,142) | ||||
| Realized loss on sale of securities | (2,974) | (3,836) | (860) | (79) | ||||
| Net decrease in the net present value of expected credit losses | 621 | 1,152 | 1,935 | 961 | ||||
| Fair value adjustment on put option liability | (1,622) | (1,431) | (2,917) | (3,595) | ||||
| Acceleration of put option settlement | — | — | (8,813) | (3,531) | ||||
| Other adjustments | (162) | (685) | (442) | (2,130) | ||||
| Loss before provision for income taxes | (7,271) | (6,051) | (7,133) | (4,522) | ||||
| Provision for income taxes | 93 | 232 | 2,370 | 259 | ||||
| Consolidated net (income)/loss attributable to non-controlling interest | (30) | (5) | 42 | (16) | ||||
| Consolidated net loss attributable to the Company | (7,394) | (6,288) | (9,461) | (4,797) | ||||
| Dividends on preferred stock | (547) | (547) | (1,053) | (1,925) | ||||
| Discount on retirement of preferred stock | — | — | (5,735) | (2,459) | ||||
| Consolidated net loss attributable to common stockholders | $ | (7,941) | $ | (6,835) | $ | (16,249) | $ | (9,181) |
| Basic loss per common share | $ | (0.34) | $ | (0.30) | $ | (0.71) | $ | (0.40) |
| Diluted loss per common share | $ | (0.34) | $ | (0.30) | $ | (0.71) | $ | (0.40) |
10
exhibit992-20230504
First Quarter Investor Presentation May 4, 2023
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, 2022, 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, 2023. 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 378 transactions since inception. Three transactions closed in Q1 2023 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 9.6% 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, 2023, we own a 22.0% 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, 2023 4 Interest income of $18.5 million; net interest income of $3.5 million Net loss attributable to common stockholders of $(7.9) million Operating loss of $(2.1) million Earnings per share ("EPS") per basic common share was a loss of $(0.34) Operating loss per basic common share of $(0.09)1 Taxable income of $0.05 per share attributable to common stockholders after payment of dividends on our preferred stock Book value per common share of $12.58 at March 31, 2023 Refinanced three joint ventures with $205.1 million in unpaid principal balance ("UPB") of mortgage loans with collateral values of $497.4 million and retained $16.1 million of varying classes of related securities issued by the joint venture and sold a single debt security with a carrying value of $30.2 million to end the quarter with $356.0 million of investments in debt securities and beneficial interests Collected total cash of $43.6 million from loan payments, sales of real estate owned ("REO") properties and collections from investments in debt securities and beneficial interests Held $49.4 million of cash and cash equivalents at March 31, 2023; average daily cash balance for the quarter was $50.9 million As of March 31, 2023, approximately 81.3% of our portfolio (based on UPB at the time of acquisition) made at least 12 out of the last 12 payments 1 Operating loss, a non-GAAP financial measure which adjusts GAAP earnings by removing gains and losses as well as certain other non-core income and expenses and preferred dividends. We consider Operating loss to provide a useful measure for comparing the results of our ongoing operations over multiple quarters.
Loan Portfolio Overview – as of March 31, 2023 5 $1,007.5 MM RPL1,3,5: $898.1 MM NPL2,5 : $109.4 MM $2,137.1 MM RPL1,5 : $ 1,923.0 MM NPL2,5: $ 208.5 MM REO 4 : $ 5.6 MM 89% 11% Unpaid Principal Balance RPL NPL 89.9% 9.8% 0.3% Property Value RPL NPL REO 1 Re-performing loans ("RPL") 2 Non-performing loans (“NPL") 3 Includes $0.95 million UPB in joint ventures with third party institutional accredited investors that are required to be consolidated for GAAP 4 REO value is presented at estimated property fair value less expected liquidation costs 5 RPL and NPL statuses remain constant based on initial purchase status
Loan Portfolio Growth 6 RPL UPB includes $13.8 million of SBC loans, which are performing loans. RPL status stays constant based on initial purchase status $1,427 $1,171 $1,156 $987 $898 $1,969 $1,864 $1,943 $1,961 $1,923 $1,230 $1,023 $990 $876 $812 0 500 1,000 1,500 2,000 2,500 3/31/2019 3/31/2020 3/31/2021 3/31/2022 3/31/2023 M ill io ns Re-performing Loans UPB Property Value Price
Loan Portfolio Growth 7 NPL status stays constant based on initial purchase status $44 $37 $45 $124 $109 $58 $53 $72 $212 $208 $32 $27 $35 $111 $98 0 50 100 150 200 250 3/31/2019 3/31/2020 3/31/2021 3/31/2022 3/31/2023 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 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 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: $18.1MM Collateral Value: $27.6MM Price/UPB: 82.9% Price/Collateral Value: 54.3% 74 loans in 2 transactions Acquisitions Closed since 3/31/2023 RPL UPB: $265.9k Collateral Value: $416.4k Price/UPB: 58.1% Price/Collateral Value: 37.1% 2 loans in 1 transaction A dividend of $0.20 per share, to be paid on May 31, 2023 to common stockholders of record as of May 15, 2023
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 and unsecured debt
Securities and Loan Repurchase Agreement Funding 12 1As of March 31, 2023 and December 31, 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
Consolidated Balance Sheets 14
Consolidated Balance Sheets Footnotes 15 1. Mortgage loans held-for-investment, net include $664.2 million and $675.8 million of loans at March 31, 2023 and December 31, 2022, 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 $4.3 million and $6.1 million of allowance for expected credit losses at March 31, 2023 and December 31, 2022, respectively. 2. As of both March 31, 2023 and December 31, 2022, balances for Mortgage loans held-for-investment, net include $0.9 million from a 50.0% owned joint venture, which we consolidate under U.S. Generally Accepted Accounting Principles ("U.S. GAAP"). 3. Real estate owned properties, net, are presented net of valuation allowances of $0.8 million and $0.7 million at March 31, 2023 and December 31, 2022, respectively. 4. Investments in securities available-for-sale (“AFS”) are presented at fair value. As of March 31, 2023, Investments in securities AFS include an amortized cost basis of $157.3 million and a net unrealized loss of $10.9 million. As of December 31, 2022, Investments in securities AFS include an amortized cost basis of $282.7 million and net unrealized loss of $25.6 million. 5. On January 1, 2023, we transferred certain of our Investments in securities AFS to held-to-maturity (“HTM”) due to European risk retention regulations. Investments in securities HTM includes an allowance for expected credit losses of zero and remaining discount of $8.9 million related to the unamortized unrealized loss in AOCI from transfer at March 31, 2023. 6. Investments in beneficial interests includes allowance for expected credit losses of zero at both March 31, 2023 and December 31, 2022. 7. Secured borrowings, net are presented net of deferred issuance costs of $4.3 million at March 31, 2023 and $4.7 million at December 31, 2022. Convertible senior notes, net are presented net of deferred issuance costs of $0.1 million and $0.3 million at March 31, 2023 and December 31, 2022, respectively. Notes payable, net are presented net of deferred issuance costs and discount of $3.7 million at March 31, 2023 and $4.0 million at December 31, 2022. 8. $25.00 liquidation preference per share, 424,949 shares issued and outstanding at both March 31, 2023 and December 31, 2022. 9. $25.00 liquidation preference per share, 1,135,590 shares issued and outstanding at both March 31, 2023 December 31, 2022. 10. 125,000,000 shares authorized, 23,509,446 shares issued and outstanding at March 31, 2023 and 23,130,956 shares issued and outstanding at December 31, 2022. 11. As of March 31, 2023, non-controlling interests includes $1.0 million from a 50.0% owned joint venture, $1.0 million from a 53.1% owned subsidiary and $0.1 million from a 99.9% owned subsidiary. As of December 31, 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 which we consolidate under U.S. GAAP.
Consolidated Operating Income 16
Book Value Per Share 17