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Maryland
State or other jurisdiction
of incorporation or organization
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47-1271842
(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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New York Stock Exchange
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7.25% Convertible Senior Notes due 2024
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New York Stock Exchange
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Large accelerated filer ☐
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Accelerated filer
☒
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
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Emerging Growth Company ☐
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the factors referenced in this annual report, including those set forth under “Item 1A. Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 1. Business”;
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our ability to implement our business strategy;
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difficulties in identifying re-performing loans (“RPLs”), small balance commercial mortgage loans (“SBC loans”) and properties to acquire; and the impact of changes to the supply of, value of and the returns on RPLs and SBC loans;
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our ability to compete with our competitors;
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our ability to control our costs;
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the impact of changes in interest rates and the market value of the collateral underlying our RPL and non-performing loan (“NPL”) portfolios or of our other real estate assets;
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our ability to convert NPLs into performing loans or to modify or otherwise resolve such loans;
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our ability to convert NPLs to properties that can generate attractive returns either through sale or rental;
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our ability to obtain financing arrangements on favorable terms or at all;
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our ability to retain our engagement of our Manager;
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the failure of the Servicer to perform its obligations under the Servicing Agreement;
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general volatility of the capital markets;
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the impact of adverse real estate, mortgage or housing markets and changes in the general economy;
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changes in our business strategy;
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our failure to qualify or maintain qualification as a real estate investment trust (“REIT”);
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our failure to maintain our exemption from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and
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the impact of adverse legislative or regulatory tax changes.
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constructing and owning a portfolio of residential RPLs and SBC loans at discounts to UPB and significant discounts to underlying property values;
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expanding our acquisitions of RPLs, SBC loans, and limited acquisitions of NPLs through joint ventures;
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constructing a portfolio of smaller multi-family and mixed use retail/residential/office properties;
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constructing concentrations of investments in geographic areas, cities and neighborhoods with certain demographic and economic trends and attributes;
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working, through our Servicer, to (1) support the continued performance of RPLs; (2) convert a portion of our NPLs to performing status; (3) determine the optimal loss mitigation strategy on an asset-by-asset basis; and (4) manage the process and timelines for converting NPLs to sale or rental REO;
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when economically efficient, securitizing our RPL portfolio to create long-term, fixed rate, non-recourse financing, while retaining one or more tranches of any subordinated securities we may create;
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opportunistically mitigating our interest rate and prepayment risk, including, potentially, through the use of a variety of hedging instruments; and
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working through joint ventures with third party investors to acquire pools of mortgage loans and other mortgage related assets, which may create value additive opportunities for us, our Manager (an affiliated entity), and our Servicer (an affiliated entity). Depending upon the needs, liquidity and risk profiles of our third party investors, the criteria for asset acquisitions by our joint ventures may differ somewhat from
the criteria we would use for asset acquisitions intended exclusively for our own portfolio.
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We believe that buying RPLs is more efficient and lower risk than acquiring single-family REO. We purchase RPLs at a discount from UPB and a significant discount to underlying property value, but the borrower is required to pay interest on the full UPB, leading to a higher current yield. The borrower is also responsible for property taxes, insurance and maintenance, which are all costs that the owner of a REO would otherwise have to pay. In addition, to the extent that the UPB exceeds the home’s or commercial property’s value, the lender will benefit from all price appreciation, net of carrying and liquidation costs, until such time as the price exceeds the UPB plus any arrearages and expenses. While the return to the mortgage loan owner is thus capped, there is also risk mitigation if the REO value decreases, until the value is less than the price the lender paid for the loan.
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The histories of distressed mortgage loans often provide more insight into the likelihood of default than acquiring newly originated mortgage loans, which should allow our Manager to model default risk and price acquisitions more accurately.
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If an RPL becomes an NPL, we, through the Servicer, have a number of ways to mitigate our loss. These loss mitigation techniques include working with the borrower to achieve performance, including through modification of the mortgage loan terms as well as short sale, assisted deed-in-lieu of foreclosure, assisted deed-for-lease, foreclosure and other loss mitigation activities. With each REO acquired, we assess the best potential return, typically either
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We believe that we are able to purchase mortgage loans at lower prices than single-family REO properties because sellers of such loans are able to avoid paying the costs typically associated with sales of real estate, whether single-family residences or smaller commercial properties, such as broker commissions and closing costs of up to 10% of gross proceeds of the sale. We believe this motivates sellers to accept lower prices for the RPLs than they would if selling REO directly.
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We believe concentrated acquisitions of mixed use retail/residential/office properties in our target markets is more efficient than acquisitions of single-family homes to hold as rentals.
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As of December 31,
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Our portfolio at year-end:
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2018
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2017
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RPL Residential Mortgage Loans
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$
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1,242.2
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$
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1,190.0
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RPL SBC Loans
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21.2
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8.6
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Originated SBC Loans
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11.1
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11.6
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NPLs
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36.3
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43.3
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REO
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37.0
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26.2
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Investment in debt securities
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146.8
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6.3
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Investment in beneficial interests
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22.1
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—
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Total Real Estate Assets
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$
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1,516.7
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$
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1,286.0
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•
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investments and acquisitions that exceed 15% of our equity from time to time must be approved by the Investment Supervisory Committee of our Board of Directors;
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no investment shall be made that would cause us to fail to qualify as a REIT for U.S. federal income tax purposes;
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no investment shall be made that would cause us to be regulated as an investment company under the Investment Company Act;
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our assets will be invested within our target assets, as described above; and
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until appropriate investments can be identified, we may pay off short-term debt or invest the proceeds of any offering in interest-bearing, short-term investments, including funds that are consistent with qualifying and maintaining our qualification as a REIT.
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tenant mix;
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success of tenant businesses;
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property management decisions;
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property location and condition;
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competition from comparable types of properties;
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changes in laws that increase operating expenses or limit rents that may be charged;
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any need to address environmental contamination at the property or the occurrence of any uninsured casualty at the property;
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changes in national, regional or local economic conditions and/or specific industry segments;
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declines in regional or local real estate values;
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declines in regional or local rental or occupancy rates;
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increases in interest rates;
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real estate tax rates and other operating expenses;
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changes in governmental rules, regulations and fiscal policies, including environmental legislation; and
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acts of God, terrorist attacks, social unrest and civil disturbances.
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Revenue
. Increased delinquencies generate higher ancillary fees to the loan servicer, which fees are recoverable, if at all, in the event that the related loan is liquidated prior to payment of the interest on the loan or MBS that we own.
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Expenses
. An increase in delinquencies will result in a higher cost to service due to the increased time and effort required to collect payments from delinquent borrowers. The cost of servicing an increasingly delinquent mortgage
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•
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conditions in the securities markets, generally;
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conditions in the asset-backed securities markets, specifically;
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yields on our portfolio of mortgage loans;
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the credit quality of our portfolio of mortgage loans; and
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our ability to obtain any necessary credit enhancement.
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declines in the value of real estate;
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acts of nature, including earthquakes, floods and other natural disasters, which may result in uninsured losses;
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acts of war or terrorism, including the consequences of terrorist attacks, such as those that occurred on September 11, 2001;
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adverse changes in national and local economic and market conditions;
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changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances;
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costs of remediation and liabilities associated with environmental conditions such as indoor mold; and
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the potential for uninsured or under-insured property losses.
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a tightening of credit that has made it more difficult to finance a home purchase, combined with efforts by consumers generally to reduce their exposure to credit;
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economic and employment conditions that have increased foreclosure rates;
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reduced real estate values that challenged the traditional notion that homeownership is a stable investment; and
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the unprecedented level of vacant housing comprising the REO owned by banks, GSEs, and other mortgage lenders or guarantors.
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we determine that the leverage would expose us to excessive risk;
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our lenders do not make funding available to us at acceptable rates or on acceptable terms; and
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our lenders require that we provide additional collateral to cover our borrowings.
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interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;
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available interest rate hedges may not correspond directly with the interest rate risk for which protection is sought;
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the duration of the hedge may not match the duration of the related assets or liabilities being hedged;
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to the extent hedging transactions do not satisfy certain provisions of the Code or are not made through a TRS, the amount of income that a REIT may earn from hedging transactions to offset interest rate losses is limited by the Code provisions governing REITs;
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the value of derivatives used for hedging is adjusted from time to time in accordance with accounting rules to reflect changes in fair value; and downward adjustments, or “mark-to-market losses,” would reduce our stockholders’ equity;
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the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; and
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the hedging counterparty owing money in the hedging transaction may default on its obligation to pay.
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limitations on capital structure;
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restrictions on specified investments;
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restrictions on leverage or senior securities;
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restrictions on unsecured borrowings;
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prohibitions on transactions with affiliates; and
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compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.
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“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then-outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder became an interested stockholder, and thereafter require two supermajority stockholder votes to approve any such combination; and
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“control share” provisions that provide that a holder of our “control shares” (defined as voting shares of stock which, when aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), entitle the acquiror to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares,” subject to certain exceptions) generally has no voting rights with respect to the control shares except to the extent approved by our stockholders by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
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actual receipt of an improper benefit or profit in money, property or services; or
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active and deliberate dishonesty by the director or officer that was established by a final judgment and is material to the cause of action.
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actual or anticipated variations in our quarterly operating results;
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•
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increases in market interest rates that lead purchasers of our common stock to demand a higher yield;
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•
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changes in our funds from operations or earnings estimates;
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•
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changes in market valuations of similar companies;
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actions or announcements by our competitors;
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actual or perceived conflicts of interest, or the discontinuance of our strategic relationships, with our Manager, the Servicer or Aspen;
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adverse market reaction to any increased indebtedness we incur in the future;
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additions or departures of key personnel;
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actions by stockholders;
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speculation in the press or investment community;
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•
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our ability to maintain the listing of our common stock on a national securities exchange;
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failure to qualify or maintain our qualification as a REIT; and
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failure to maintain our exemption from registration under the Investment Company Act.
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•
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the profitability of the assets we hold, purchase or originate;
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•
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our ability to make profitable acquisitions and originations;
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•
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margin calls or other expenses that reduce our cash flow;
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•
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defaults in our asset portfolio or decreases in the value of our portfolio; and
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•
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the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from estimates.
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For the year ended December 31,
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Statements of Income ($ in thousands except per share data)
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2018
|
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2017
|
|
2016
|
|
2015
|
|
Period from inception (January 30, 2014) to December 31, 2014
|
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INCOME
|
|
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||||||||||
Interest income
|
|
$
|
108,181
|
|
|
$
|
91,424
|
|
|
$
|
70,688
|
|
|
$
|
47,700
|
|
|
$
|
6,940
|
|
Interest expense
|
|
(53,335
|
)
|
|
(39,101
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)
|
|
(25,573
|
)
|
|
(11,499
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)
|
|
(771
|
)
|
|||||
Net interest income
|
|
54,846
|
|
|
52,323
|
|
|
45,115
|
|
|
36,201
|
|
|
6,169
|
|
|||||
Provision for loan losses
|
|
(1,164
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net interest income after provision for loan losses
|
|
53,682
|
|
|
52,323
|
|
|
45,115
|
|
|
36,201
|
|
|
6,169
|
|
|||||
Income from investment in affiliates
|
|
762
|
|
|
707
|
|
|
558
|
|
|
550
|
|
|
51
|
|
|||||
Other income
|
|
3,720
|
|
|
1,765
|
|
|
1,024
|
|
|
817
|
|
|
48
|
|
|||||
Total income
|
|
58,164
|
|
|
54,795
|
|
|
46,697
|
|
|
37,568
|
|
|
6,268
|
|
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EXPENSE
|
|
|
|
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|
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Related party expense – loan servicing fees
|
|
10,148
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|
|
8,245
|
|
|
6,083
|
|
|
3,959
|
|
|
478
|
|
|||||
Related party expense – management fee
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|
6,025
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|
|
5,340
|
|
|
3,949
|
|
|
3,353
|
|
|
956
|
|
|||||
Other fees and expenses
|
|
9,754
|
|
|
9,794
|
|
|
7,191
|
|
|
4,462
|
|
|
1,084
|
|
|||||
Total expense
|
|
25,927
|
|
|
23,379
|
|
|
17,223
|
|
|
11,774
|
|
|
2,518
|
|
|||||
Loss on debt extinguishment
|
|
836
|
|
|
1,131
|
|
|
565
|
|
|
—
|
|
|
—
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|
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Income before provision for income taxes
|
|
31,401
|
|
|
30,285
|
|
|
28,909
|
|
|
25,794
|
|
|
3,750
|
|
|||||
Provision for income taxes
|
|
64
|
|
|
131
|
|
|
35
|
|
|
2
|
|
|
—
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|
|||||
Consolidated net income
|
|
31,337
|
|
|
30,154
|
|
|
28,874
|
|
|
25,792
|
|
|
3,750
|
|
|||||
Less: consolidated net income attributable to the non-controlling interest
|
|
2,997
|
|
|
1,227
|
|
|
1,038
|
|
|
1,038
|
|
|
326
|
|
|||||
Consolidated net income attributable to common stockholders
|
|
$
|
28,340
|
|
|
$
|
28,927
|
|
|
$
|
27,836
|
|
|
$
|
24,754
|
|
|
$
|
3,424
|
|
Basic earnings per common share
|
|
$
|
1.50
|
|
|
$
|
1.58
|
|
|
$
|
1.65
|
|
|
$
|
1.68
|
|
|
$
|
0.41
|
|
Diluted earnings per common share
|
|
$
|
1.43
|
|
|
$
|
1.51
|
|
|
$
|
1.65
|
|
|
$
|
1.68
|
|
|
$
|
0.40
|
|
Total cash dividends declared
|
|
$
|
1.27
|
|
|
$
|
1.13
|
|
|
$
|
0.99
|
|
|
$
|
0.80
|
|
|
$
|
0.08
|
|
|
|
As of December 31,
|
||||||||||||||||||
Balance sheet ($ in thousands)
|
|
2018
(1)
|
|
2017
(2)
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Total assets
|
|
$
|
1,602,871
|
|
|
$
|
1,395,738
|
|
|
$
|
957,402
|
|
|
$
|
609,805
|
|
|
$
|
271,069
|
|
Total liabilities
|
|
$
|
1,268,592
|
|
|
$
|
1,078,300
|
|
|
$
|
674,679
|
|
|
$
|
371,992
|
|
|
$
|
182,780
|
|
Non-controlling interests
|
|
$
|
33,445
|
|
|
$
|
27,082
|
|
|
$
|
10,431
|
|
|
$
|
10,011
|
|
|
$
|
9,473
|
|
Total equity
|
|
$
|
334,279
|
|
|
$
|
317,438
|
|
|
$
|
282,723
|
|
|
$
|
237,813
|
|
|
$
|
171,280
|
|
(1)
|
Total assets include
$377.0 million
of mortgage loans, Total liabilities include
$231.9 million
of secured debt, and Non-controlling interests includes
$20.4 million
from the
50.0%
and
63.0%
owned joint ventures, which we consolidate under GAAP at
December 31, 2018
.
|
(2)
|
Total assets include
$177.1 million
of mortgage loans, Total liabilities include
$88.4 million
of secured borrowings, and Non-controlling interests includes
$14.0 million
from a
50.0%
owned joint venture, which we consolidate under GAAP at
December 31, 2017
.
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Residential RPLs
|
|
$
|
1,242.2
|
|
|
$
|
1,190.0
|
|
Purchased SBC (RPL)
|
|
21.2
|
|
|
8.6
|
|
||
Originated SBC
|
|
11.1
|
|
|
11.6
|
|
||
Residential NPLs
|
|
36.3
|
|
|
43.3
|
|
||
REO
|
|
37.0
|
|
|
26.2
|
|
||
Investment in debt securities
|
|
146.8
|
|
|
6.3
|
|
||
Investment in beneficial interests
|
|
22.1
|
|
|
—
|
|
||
Total Real Estate Assets
|
|
$
|
1,516.7
|
|
|
$
|
1,286.0
|
|
•
|
historically low interest rates and elevated operating costs resulting from new regulatory requirements that continue to drive sales of residential mortgage assets by banks and other mortgage lenders;
|
•
|
declining home ownership due to rising prices, low inventory and increased down payment requirements that have increased the demand for single-family and multi-family residential rental properties;
|
•
|
rising home prices are increasing homeowner equity and reducing the incidence of strategic default;
|
•
|
rising prices have resulted in millions of homeowners being in the money to refinance;
|
•
|
the Dodd-Frank risk retention rules for asset backed securities have reduced the universe of participants in the securitization markets;
|
•
|
the lack of a robust market for non-conforming mortgage loans in the aftermath of the financial crisis
;
and
|
•
|
continuing increases in interest rates will result in lower refinancing volume and home prices increases will slow.
|
•
|
Level 1
— Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2
— Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3
— Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
•
|
Purchased
$159.6 million
of RPLs and
$5.4 million
of NPLs with an aggregate UPB of
$181.5 million
and underlying collateral value of
$108.8 million
; and originated
$6.4 million
of SBCs.
|
•
|
Formed
$895.6 million
of joint ventures through special purpose entities and retained
$175.3 million
of varying classes of securities.
|
•
|
Acquired
seven
commercial properties for
$15.3 million
.
|
•
|
Issued
$15.9 million
of convertible senior notes.
|
•
|
Interest income from mortgage loans and investments portfolio of
$108.2 million
and net interest income of
$54.8 million
prior to the impact of impairments.
|
•
|
Net income attributable to common stockholders of
$28.3 million
.
|
•
|
Basic earnings per share of
$1.50
per share.
|
•
|
Taxable income of
$1.29
per share.
|
•
|
Book value per share of
$15.59
at
December 31, 2018
.
|
•
|
Collected
$219.8 million
on our mortgage loan and REO portfolios through payments, payoffs and sales of REO.
|
•
|
Held
$55.1 million
of cash and cash equivalents at
December 31, 2018
.
|
|
For the year ended December 31,
|
||||||||||
($ in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
INCOME
|
|
|
|
|
|
||||||
Interest income
|
$
|
108,181
|
|
|
$
|
91,424
|
|
|
$
|
70,688
|
|
Interest expense
|
(53,335
|
)
|
|
(39,101
|
)
|
|
(25,573
|
)
|
|||
Net interest income
|
54,846
|
|
|
52,323
|
|
|
45,115
|
|
|||
Provision for loan losses
|
(1,164
|
)
|
|
—
|
|
|
—
|
|
|||
Net interest income after provision for loan losses
|
53,682
|
|
|
52,323
|
|
|
45,115
|
|
|||
Income from investment in affiliates
|
762
|
|
|
707
|
|
|
558
|
|
|||
Other income
|
3,720
|
|
|
1,765
|
|
|
1,024
|
|
|||
Total income
|
$
|
58,164
|
|
|
$
|
54,795
|
|
|
$
|
46,697
|
|
EXPENSE
|
|
|
|
|
|
||||||
Related party expense – loan servicing fees
|
$
|
10,148
|
|
|
$
|
8,245
|
|
|
$
|
6,083
|
|
Related party expense – management fee
|
6,025
|
|
|
5,340
|
|
|
3,949
|
|
|||
Loan transaction expense
|
389
|
|
|
1,471
|
|
|
1,135
|
|
|||
Professional fees
|
2,179
|
|
|
2,340
|
|
|
1,484
|
|
|||
Real estate operating expenses
|
3,252
|
|
|
2,630
|
|
|
2,553
|
|
|||
Other expense
|
3,934
|
|
|
3,353
|
|
|
2,019
|
|
|||
Total expense
|
25,927
|
|
|
23,379
|
|
|
17,223
|
|
|||
Loss on debt extinguishment
|
836
|
|
|
1,131
|
|
|
565
|
|
|||
Income before provision for income taxes
|
$
|
31,401
|
|
|
$
|
30,285
|
|
|
$
|
28,909
|
|
Provision for income taxes
|
64
|
|
|
131
|
|
|
35
|
|
|||
Consolidated net income
|
$
|
31,337
|
|
|
$
|
30,154
|
|
|
$
|
28,874
|
|
Less: consolidated net income attributable to the non-controlling interest
|
2,997
|
|
|
1,227
|
|
|
1,038
|
|
|||
Consolidated net income attributable to common stockholders
|
$
|
28,340
|
|
|
$
|
28,927
|
|
|
$
|
27,836
|
|
|
For the year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Accretable yield recognized on credit impaired loans
|
$
|
103,682
|
|
|
$
|
89,881
|
|
|
$
|
70,558
|
|
Interest income on securities
|
1,980
|
|
|
554
|
|
|
68
|
|
|||
Interest income earned on originated SBC loans
|
1,466
|
|
|
591
|
|
|
—
|
|
|||
Bank interest income
|
628
|
|
|
5
|
|
|
10
|
|
|||
Other interest income
|
425
|
|
|
393
|
|
|
53
|
|
|||
Provision for loan losses
|
(1,164
|
)
|
|
—
|
|
|
—
|
|
|||
Total Interest Income
|
$
|
107,017
|
|
|
$
|
91,424
|
|
|
$
|
70,689
|
|
|
For the year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Mortgage loan portfolio
|
$
|
1,254,470
|
|
|
$
|
994,121
|
|
Total average asset level debt
|
$
|
985,391
|
|
|
$
|
748,935
|
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
HAMP fees
|
|
1,489
|
|
|
565
|
|
|
366
|
|
|||
Late fee income
|
|
916
|
|
|
650
|
|
|
370
|
|
|||
Other income
|
|
901
|
|
|
44
|
|
|
182
|
|
|||
Net gain on sale of Property held-for-sale
|
|
414
|
|
|
506
|
|
|
106
|
|
|||
Total Other Income
|
|
$
|
3,720
|
|
|
$
|
1,765
|
|
|
$
|
1,024
|
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Related party expense – loan servicing fees
|
|
$
|
10,148
|
|
|
$
|
8,245
|
|
|
$
|
6,083
|
|
Related party expense – management fee
|
|
6,025
|
|
|
5,340
|
|
|
3,949
|
|
|||
Other expense
|
|
3,934
|
|
|
3,353
|
|
|
2,019
|
|
|||
Real estate operating expense
|
|
3,252
|
|
|
2,630
|
|
|
2,553
|
|
|||
Professional fees
|
|
2,179
|
|
|
2,340
|
|
|
1,484
|
|
|||
Loan transaction expense
|
|
389
|
|
|
1,471
|
|
|
1,135
|
|
|||
Total expenses
|
|
$
|
25,927
|
|
|
$
|
23,379
|
|
|
$
|
17,223
|
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2018
1
|
|
2017
1
|
|
2016
1
|
||||||
Employee and service provider share grants
|
|
$
|
880
|
|
|
$
|
747
|
|
|
$
|
285
|
|
Insurance
|
|
588
|
|
|
530
|
|
|
531
|
|
|||
Borrowing related expenses
|
|
586
|
|
|
497
|
|
|
90
|
|
|||
Directors' fees and grants
|
|
482
|
|
|
344
|
|
|
246
|
|
|||
Travel, meals, entertainment
|
|
389
|
|
|
387
|
|
|
179
|
|
|||
Other expense
|
|
339
|
|
|
522
|
|
|
526
|
|
|||
Taxes and regulatory expense
|
|
293
|
|
|
146
|
|
|
88
|
|
|||
Software licenses and amortization
|
|
210
|
|
|
33
|
|
|
—
|
|
|||
Internal audit services
|
|
167
|
|
|
147
|
|
|
74
|
|
|||
Total other expense
|
|
$
|
3,934
|
|
|
$
|
3,353
|
|
|
$
|
2,019
|
|
(1)
|
Includes the reclass of communications to other expense, reclass of internal audit services from other expense and reclass of software licenses and amortization from other expense.
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
Outstanding shares
|
18,909,874
|
|
|
18,588,228
|
|
||
Adjustments for:
|
|
|
|
||||
Operating partnership units
|
624,106
|
|
|
624,106
|
|
||
Unvested grants of restricted stock, and Manager and director shares earned but not issued as of the date indicated
|
53,431
|
|
|
51,082
|
|
||
Conversion of convertible senior notes into shares of common stock
|
8,143,385
|
|
|
7,047,216
|
|
||
Total adjusted shares outstanding
|
27,730,796
|
|
|
26,310,632
|
|
||
|
|
|
|
||||
Equity at period end
|
$
|
334,279
|
|
|
$
|
317,438
|
|
Net increase in equity from expected conversion of convertible senior notes
|
120,669
|
|
|
105,313
|
|
||
Net adjustment for equity due to non-controlling interests
|
(22,593
|
)
|
|
(16,314
|
)
|
||
Adjusted equity
|
$
|
432,355
|
|
|
$
|
406,437
|
|
Book value per share
|
$
|
15.59
|
|
|
$
|
15.45
|
|
|
|
For the year ended December 31,
|
||||||
|
|
2018
(1)
|
|
2017
(2)
|
||||
RPLs
|
|
|
|
|
||||
Count
|
|
810
|
|
|
2,562
|
|
||
UPB
|
|
$
|
175,508
|
|
|
$
|
526,472
|
|
Purchase price
|
|
$
|
159,611
|
|
|
$
|
459,228
|
|
Purchase price % of UPB
|
|
90.9
|
%
|
|
87.2
|
%
|
||
NPLs
|
|
|
|
|
||||
Count
|
|
36
|
|
|
—
|
|
||
UPB
|
|
$
|
5,969
|
|
|
$
|
—
|
|
Purchase price
|
|
$
|
5,410
|
|
|
$
|
—
|
|
Purchase price % of UPB
|
|
90.6
|
%
|
|
—
|
%
|
||
|
|
|
|
|
|
(1)
|
Includes the impact of
256
mortgage loans with a purchase price of
$47.4 million
and UPB of
$52.8 million
acquired through a
63%
owned joint venture that we consolidate.
|
(2)
|
Includes the impact of
1,003
mortgage loans with a purchase price of
$177.3 million
and UPB of
$194.3 million
acquired in the fourth quarter of 2017 through a
50.0%
owned joint venture which we consolidate.
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Originated SBC loans
|
|
|
|
|
||||
Count
|
|
8
|
|
|
8
|
|
||
UPB
|
|
$
|
6,383
|
|
|
$
|
8,819
|
|
Undrawn UPB at origination
|
|
$
|
694
|
|
|
$
|
611
|
|
Issue price % of collateral value
|
|
69.0
|
%
|
|
56.7
|
%
|
|
|
For the year ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Beginning carrying value
|
|
$
|
1,253,541
|
|
|
$
|
869,091
|
|
Mortgage loan portfolio acquisitions, net cost basis
|
|
165,021
|
|
|
459,194
|
|
||
Mortgage loan portfolio commercial originations
|
|
6,290
|
|
|
9,083
|
|
||
Draws on SBC loans
|
|
267
|
|
|
—
|
|
||
Accretion recognized
1
|
|
103,740
|
|
|
89,881
|
|
||
Payments received, net
|
|
(201,567
|
)
|
|
(153,930
|
)
|
||
Reclassifications to REO
|
|
(15,072
|
)
|
|
(20,294
|
)
|
||
Interim payoffs
|
|
(530
|
)
|
|
—
|
|
||
Allowance for loan losses
|
|
(1,164
|
)
|
|
—
|
|
||
Other
|
|
347
|
|
|
516
|
|
||
Ending carrying value
|
|
$
|
1,310,873
|
|
|
$
|
1,253,541
|
|
|
(1)
|
Includes the amortization discount on originated SBC loans of
$0.1 million
.
|
December 31, 2018
(1,2)
|
|
December 31, 2017
(1)
|
||||||
No. of Loans
|
7,111
|
|
|
No. of Loans
|
6,901
|
|
||
Total UPB
|
$
|
1,481,719
|
|
|
Total UPB
|
$
|
1,465,223
|
|
Interest-Bearing Balance
|
$
|
1,383,978
|
|
|
Interest-Bearing Balance
|
$
|
1,370,563
|
|
Deferred Balance
(2)
|
$
|
97,741
|
|
|
Deferred Balance
(2)
|
$
|
94,660
|
|
Market Value of Collateral
(3)
|
$
|
2,024,831
|
|
|
Market Value of Collateral
(3)
|
$
|
1,954,661
|
|
Price/Total UPB
(4)
|
82.1
|
%
|
|
Price/Total UPB
(4)
|
81.0
|
%
|
||
Price/Market Value of Collateral
|
62.3
|
%
|
|
Price/Market Value of Collateral
|
61.7
|
%
|
||
Weighted Average Coupon
|
4.54
|
%
|
|
Weighted Average Coupon
|
4.33
|
%
|
||
Weighted Average LTV
(5)
|
85.9
|
%
|
|
Weighted Average LTV
(5)
|
88.0
|
%
|
||
Weighted Average Remaining Term (months)
|
312
|
|
|
Weighted Average Remaining Term (months)
|
324
|
|
||
No. of first liens
|
7,085
|
|
|
No. of first liens
|
6,879
|
|
||
No. of second liens
|
26
|
|
|
No. of second liens
|
22
|
|
||
No. of Rental Properties
|
21
|
|
|
No. of Rental Properties
|
14
|
|
||
Capital Invested in Rental Properties
|
$
|
17,854
|
|
|
Capital Invested in Rental Properties
|
$
|
1,353
|
|
RPLs loans
|
96.4
|
%
|
|
RPLs loans
|
95.6
|
%
|
||
NPLs loans
|
2.8
|
%
|
|
NPLs loans
|
3.5
|
%
|
||
Originated SBC loans
|
0.8
|
%
|
|
Originated SBC loans
|
0.9
|
%
|
||
No. of REO properties held-for-sale
|
102
|
|
|
No. of REO properties held-for-sale
|
136
|
|
||
Market Value of REO properties held-for-sale
(6)
|
$
|
21,143
|
|
|
Market Value of REO properties held-for-sale
(6)
|
$
|
28,080
|
|
|
(1)
|
Includes the impact of
1,003
mortgage loans with a purchase price of
$177.3 million
, UPB of
$194.3 million
and collateral value of
$295.3 million
acquired in the fourth quarter of 2017 through a
50.0%
owned joint venture which we consolidate.
|
(2)
|
Includes the impact of
256
mortgage loans with a purchase price of
$47.4 million
, UPB of
$52.8 million
and collateral value of
$68.1 million
acquired in the third quarter of 2018 through a
63.0%
owned joint venture which we consolidate.
|
(3)
|
Amounts that have been deferred in connection with a loan modification on which interest does not accrue. These amounts generally become payable at the time of maturity.
|
(4)
|
As of date of acquisition.
|
(5)
|
At
December 31, 2018
and
2017
, our loan portfolio consists of fixed rate (
53.8%
of UPB), ARM (
10.1%
of UPB) and Hybrid ARM (
36.1%
of UPB); and fixed rate (
58.1%
of UPB), ARM (
10.2%
of UPB) and Hybrid ARM (
31.7%
of UPB), respectively.
|
(6)
|
UPB as of
December 31, 2018
and
2017
, divided by market value of collateral and weighted by the UPB of the loan.
|
(7)
|
Market value of REO is based on net realizable value. Fair market value is determined based on appraisals, BPOs, or other market indicators of fair value including list price or contract price.
|
|
Years of Origination
|
||||||||||||||||||
|
After 2008
|
|
2006 – 2008
|
|
2001 – 2005
|
|
1990 – 2000
|
|
Prior to 1990
|
||||||||||
Number of loans
|
542
|
|
|
4,268
|
|
|
1,897
|
|
|
389
|
|
|
15
|
|
|||||
Unpaid principal balance
|
$
|
131,577
|
|
|
$
|
999,659
|
|
|
$
|
320,583
|
|
|
$
|
29,038
|
|
|
$
|
862
|
|
Mortgage loan portfolio by year of origination
|
8.9
|
%
|
|
67.4
|
%
|
|
21.6
|
%
|
|
2.0
|
%
|
|
0.1
|
%
|
|||||
Loan Attributes:
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average loan age (months)
|
80.5
|
|
|
143.1
|
|
|
174.0
|
|
|
249.6
|
|
|
378.6
|
|
|||||
Weighted Average loan-to-value
|
78.5
|
%
|
|
89.9
|
%
|
|
75.2
|
%
|
|
66.1
|
%
|
|
24.7
|
%
|
|||||
Delinquency Performance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
61.8
|
%
|
|
56.9
|
%
|
|
57.4
|
%
|
|
47.8
|
%
|
|
46.1
|
%
|
|||||
30 days delinquent
|
9.4
|
%
|
|
12.5
|
%
|
|
13.5
|
%
|
|
15.9
|
%
|
|
0.5
|
%
|
|||||
60 days delinquent
|
6.6
|
%
|
|
9.3
|
%
|
|
9.8
|
%
|
|
10.6
|
%
|
|
43.0
|
%
|
|||||
90+ days delinquent
|
14.7
|
%
|
|
16.1
|
%
|
|
14.0
|
%
|
|
21.1
|
%
|
|
10.4
|
%
|
|||||
Foreclosure
|
7.5
|
%
|
|
5.2
|
%
|
|
5.3
|
%
|
|
4.6
|
%
|
|
—
|
%
|
|
Years of Origination
|
||||||||||||||||||
|
After 2008
|
|
2006 – 2008
|
|
2001 – 2005
|
|
1990 – 2000
|
|
Prior to 1990
|
||||||||||
Number of loans
|
544
|
|
|
4,129
|
|
|
1,833
|
|
|
371
|
|
|
24
|
|
|||||
Unpaid principal balance
|
$
|
124,301
|
|
|
$
|
991,242
|
|
|
$
|
320,487
|
|
|
$
|
28,358
|
|
|
$
|
835
|
|
Mortgage loan portfolio by year of origination
|
8.5
|
%
|
|
67.7
|
%
|
|
21.9
|
%
|
|
1.9
|
%
|
|
0.1
|
%
|
|||||
Loan Attributes:
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average loan age (months)
|
73.6
|
|
|
130.8
|
|
|
161.6
|
|
|
237.5
|
|
|
371.3
|
|
|||||
Weighted Average loan-to-value
|
82.2
|
%
|
|
91.9
|
%
|
|
77.6
|
%
|
|
64.2
|
%
|
|
25.5
|
%
|
|||||
Delinquency Performance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
58.3
|
%
|
|
58.6
|
%
|
|
60.6
|
%
|
|
47.9
|
%
|
|
51.6
|
%
|
|||||
30 days delinquent
|
9.9
|
%
|
|
12.5
|
%
|
|
11.9
|
%
|
|
13.8
|
%
|
|
10.8
|
%
|
|||||
60 days delinquent
|
8.0
|
%
|
|
7.8
|
%
|
|
8.4
|
%
|
|
8.7
|
%
|
|
18.1
|
%
|
|||||
90+ days delinquent
|
13.6
|
%
|
|
15.0
|
%
|
|
13.2
|
%
|
|
21.1
|
%
|
|
16.1
|
%
|
|||||
Foreclosure
|
10.2
|
%
|
|
6.1
|
%
|
|
5.9
|
%
|
|
8.5
|
%
|
|
3.4
|
%
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||||
State
|
|
Count
|
|
UPB
|
|
% UPB
|
|
Collateral
Value (1) |
|
% of
Collateral Value |
|
State
|
|
Count
|
|
UPB
|
|
% UPB
|
|
Collateral
Value (1) |
|
% of
Collateral Value |
||||||||||
CA
|
|
1,169
|
|
|
423,694
|
|
|
28.6
|
%
|
|
624,339
|
|
|
30.9
|
%
|
|
CA
|
|
1,124
|
|
|
410,510
|
|
|
28.0
|
%
|
|
581,838
|
|
|
29.8
|
%
|
FL
|
|
845
|
|
|
154,443
|
|
|
10.4
|
%
|
|
199,423
|
|
|
9.8
|
%
|
|
FL
|
|
813
|
|
|
153,418
|
|
|
10.5
|
%
|
|
191,298
|
|
|
9.8
|
%
|
NY
|
|
346
|
|
|
115,878
|
|
|
7.8
|
%
|
|
172,521
|
|
|
8.5
|
%
|
|
TX
|
|
460
|
|
|
48,238
|
|
|
3.3
|
%
|
|
79,820
|
|
|
4.1
|
%
|
MD
|
|
302
|
|
|
76,698
|
|
|
5.2
|
%
|
|
88,628
|
|
|
4.4
|
%
|
|
GA
|
|
383
|
|
|
52,926
|
|
|
3.6
|
%
|
|
63,587
|
|
|
3.3
|
%
|
NJ
|
|
292
|
|
|
69,194
|
|
|
4.7
|
%
|
|
80,625
|
|
|
4.0
|
%
|
|
NY
|
|
341
|
|
|
114,223
|
|
|
7.8
|
%
|
|
170,154
|
|
|
8.7
|
%
|
GA
|
|
408
|
|
|
55,666
|
|
|
3.8
|
%
|
|
69,406
|
|
|
3.4
|
%
|
|
NJ
|
|
301
|
|
|
79,403
|
|
|
5.4
|
%
|
|
95,765
|
|
|
4.9
|
%
|
TX
|
|
476
|
|
|
49,702
|
|
|
3.4
|
%
|
|
83,854
|
|
|
4.1
|
%
|
|
NC
|
|
286
|
|
|
41,703
|
|
|
2.8
|
%
|
|
52,807
|
|
|
2.7
|
%
|
VA
|
|
234
|
|
|
48,101
|
|
|
3.2
|
%
|
|
61,423
|
|
|
3.0
|
%
|
|
MD
|
|
280
|
|
|
70,691
|
|
|
4.8
|
%
|
|
80,029
|
|
|
4.1
|
%
|
MA
|
|
207
|
|
|
47,593
|
|
|
3.2
|
%
|
|
65,177
|
|
|
3.2
|
%
|
|
MA
|
|
223
|
|
|
50,371
|
|
|
3.4
|
%
|
|
66,679
|
|
|
3.4
|
%
|
IL
|
|
217
|
|
|
44,974
|
|
|
3.0
|
%
|
|
49,625
|
|
|
2.5
|
%
|
|
IL
|
|
221
|
|
|
47,508
|
|
|
3.2
|
%
|
|
52,362
|
|
|
2.7
|
%
|
NC
|
|
290
|
|
|
41,635
|
|
|
2.8
|
%
|
|
54,258
|
|
|
2.7
|
%
|
|
VA
|
|
219
|
|
|
47,611
|
|
|
3.2
|
%
|
|
59,924
|
|
|
3.1
|
%
|
AZ
|
|
194
|
|
|
33,579
|
|
|
2.3
|
%
|
|
42,166
|
|
|
2.1
|
%
|
|
PA
|
|
191
|
|
|
21,270
|
|
|
1.5
|
%
|
|
28,317
|
|
|
1.4
|
%
|
WA
|
|
129
|
|
|
31,574
|
|
|
2.1
|
%
|
|
44,961
|
|
|
2.2
|
%
|
|
AZ
|
|
180
|
|
|
30,560
|
|
|
2.1
|
%
|
|
36,862
|
|
|
1.9
|
%
|
NV
|
|
126
|
|
|
25,198
|
|
|
1.7
|
%
|
|
31,647
|
|
|
1.6
|
%
|
|
SC
|
|
145
|
|
|
19,330
|
|
|
1.3
|
%
|
|
26,258
|
|
|
1.3
|
%
|
PA
|
|
199
|
|
|
22,887
|
|
|
1.5
|
%
|
|
29,553
|
|
|
1.5
|
%
|
|
WA
|
|
137
|
|
|
33,049
|
|
|
2.3
|
%
|
|
46,187
|
|
|
2.4
|
%
|
SC
|
|
154
|
|
|
20,527
|
|
|
1.4
|
%
|
|
27,697
|
|
|
1.4
|
%
|
|
TN
|
|
133
|
|
|
15,424
|
|
|
1.1
|
%
|
|
22,005
|
|
|
1.1
|
%
|
MI
|
|
120
|
|
|
18,654
|
|
|
1.3
|
%
|
|
27,920
|
|
|
1.4
|
%
|
|
NV
|
|
130
|
|
|
27,143
|
|
|
1.9
|
%
|
|
31,918
|
|
|
1.6
|
%
|
OH
|
|
130
|
|
|
15,943
|
|
|
1.1
|
%
|
|
18,250
|
|
|
0.9
|
%
|
|
OH
|
|
121
|
|
|
15,005
|
|
|
1.0
|
%
|
|
16,897
|
|
|
0.9
|
%
|
CO
|
|
80
|
|
|
15,672
|
|
|
1.1
|
%
|
|
26,364
|
|
|
1.3
|
%
|
|
MI
|
|
120
|
|
|
18,773
|
|
|
1.3
|
%
|
|
27,949
|
|
|
1.4
|
%
|
TN
|
|
131
|
|
|
14,725
|
|
|
1.0
|
%
|
|
21,579
|
|
|
1.1
|
%
|
|
IN
|
|
106
|
|
|
11,075
|
|
|
0.8
|
%
|
|
13,422
|
|
|
0.7
|
%
|
OR
|
|
73
|
|
|
14,508
|
|
|
1.0
|
%
|
|
21,641
|
|
|
1.1
|
%
|
|
MO
|
|
82
|
|
|
10,729
|
|
|
0.7
|
%
|
|
13,142
|
|
|
0.7
|
%
|
CT
|
|
73
|
|
|
13,349
|
|
|
0.9
|
%
|
|
16,895
|
|
|
0.8
|
%
|
|
CO
|
|
76
|
|
|
15,756
|
|
|
1.1
|
%
|
|
25,263
|
|
|
1.3
|
%
|
IN
|
|
115
|
|
|
11,675
|
|
|
0.8
|
%
|
|
14,049
|
|
|
0.7
|
%
|
|
OR
|
|
70
|
|
|
13,763
|
|
|
0.9
|
%
|
|
20,013
|
|
|
1.0
|
%
|
MO
|
|
92
|
|
|
11,611
|
|
|
0.8
|
%
|
|
14,298
|
|
|
0.7
|
%
|
|
CT
|
|
67
|
|
|
12,392
|
|
|
0.8
|
%
|
|
15,228
|
|
|
0.8
|
%
|
MN
|
|
64
|
|
|
11,591
|
|
|
0.8
|
%
|
|
14,730
|
|
|
0.7
|
%
|
|
MN
|
|
66
|
|
|
11,773
|
|
|
0.8
|
%
|
|
14,910
|
|
|
0.8
|
%
|
UT
|
|
67
|
|
|
10,906
|
|
|
0.7
|
%
|
|
16,323
|
|
|
0.8
|
%
|
|
UT
|
|
66
|
|
|
10,827
|
|
|
0.7
|
%
|
|
15,425
|
|
|
0.8
|
%
|
HI
|
|
23
|
|
|
8,698
|
|
|
0.6
|
%
|
|
11,795
|
|
|
0.6
|
%
|
|
LA
|
|
64
|
|
|
6,641
|
|
|
0.5
|
%
|
|
10,052
|
|
|
0.5
|
%
|
LA
|
|
75
|
|
|
7,540
|
|
|
0.5
|
%
|
|
11,538
|
|
|
0.6
|
%
|
|
AL
|
|
51
|
|
|
6,436
|
|
|
0.4
|
%
|
|
7,393
|
|
|
0.4
|
%
|
WI
|
|
48
|
|
|
6,930
|
|
|
0.5
|
%
|
|
8,033
|
|
|
0.4
|
%
|
|
KY
|
|
44
|
|
|
5,538
|
|
|
0.4
|
%
|
|
6,709
|
|
|
0.3
|
%
|
DE
|
|
35
|
|
|
6,756
|
|
|
0.5
|
%
|
|
7,525
|
|
|
0.4
|
%
|
|
WI
|
|
43
|
|
|
6,403
|
|
|
0.4
|
%
|
|
7,478
|
|
|
0.4
|
%
|
AL
|
|
55
|
|
|
6,626
|
|
|
0.4
|
%
|
|
7,559
|
|
|
0.4
|
%
|
|
OK
|
|
39
|
|
|
3,651
|
|
|
0.2
|
%
|
|
5,096
|
|
|
0.3
|
%
|
DC
|
|
22
|
|
|
5,920
|
|
|
0.4
|
%
|
|
9,051
|
|
|
0.4
|
%
|
|
DE
|
|
34
|
|
|
6,552
|
|
|
0.4
|
%
|
|
7,390
|
|
|
0.4
|
%
|
KY
|
|
42
|
|
|
5,015
|
|
|
0.3
|
%
|
|
6,373
|
|
|
0.3
|
%
|
|
NM
|
|
27
|
|
|
4,443
|
|
|
0.3
|
%
|
|
5,158
|
|
|
0.3
|
%
|
NM
|
|
28
|
|
|
4,408
|
|
|
0.3
|
%
|
|
5,205
|
|
|
0.3
|
%
|
|
MS
|
|
25
|
|
|
2,603
|
|
|
0.2
|
%
|
|
3,092
|
|
|
0.2
|
%
|
NH
|
|
21
|
|
|
3,982
|
|
|
0.3
|
%
|
|
5,450
|
|
|
0.3
|
%
|
|
HI
|
|
24
|
|
|
8,748
|
|
|
0.6
|
%
|
|
12,679
|
|
|
0.6
|
%
|
RI
|
|
18
|
|
|
3,840
|
|
|
0.3
|
%
|
|
4,791
|
|
|
0.2
|
%
|
|
NH
|
|
22
|
|
|
3,912
|
|
|
0.3
|
%
|
|
5,582
|
|
|
0.3
|
%
|
OK
|
|
36
|
|
|
2,916
|
|
|
0.2
|
%
|
|
4,470
|
|
|
0.2
|
%
|
|
KS
|
|
21
|
|
|
1,596
|
|
|
0.1
|
%
|
|
2,412
|
|
|
0.1
|
%
|
MS
|
|
25
|
|
|
2,503
|
|
|
0.2
|
%
|
|
3,092
|
|
|
0.2
|
%
|
|
RI
|
|
21
|
|
|
4,575
|
|
|
0.3
|
%
|
|
5,238
|
|
|
0.3
|
%
|
ID
|
|
17
|
|
|
2,320
|
|
|
0.2
|
%
|
|
3,728
|
|
|
0.2
|
%
|
|
WV
|
|
21
|
|
|
3,037
|
|
|
0.2
|
%
|
|
3,780
|
|
|
0.2
|
%
|
WV
|
|
19
|
|
|
2,119
|
|
|
0.1
|
%
|
|
2,705
|
|
|
0.1
|
%
|
|
DC
|
|
20
|
|
|
5,282
|
|
|
0.4
|
%
|
|
8,369
|
|
|
0.4
|
%
|
IA
|
|
20
|
|
|
1,827
|
|
|
0.1
|
%
|
|
2,172
|
|
|
0.1
|
%
|
|
IA
|
|
20
|
|
|
1,891
|
|
|
0.1
|
%
|
|
2,339
|
|
|
0.1
|
%
|
KS
|
|
23
|
|
|
1,825
|
|
|
0.1
|
%
|
|
2,920
|
|
|
0.1
|
%
|
|
AR
|
|
19
|
|
|
1,670
|
|
|
0.1
|
%
|
|
2,066
|
|
|
0.1
|
%
|
ME
|
|
12
|
|
|
1,698
|
|
|
0.1
|
%
|
|
1,958
|
|
|
0.1
|
%
|
|
ID
|
|
16
|
|
|
2,032
|
|
|
0.1
|
%
|
|
3,298
|
|
|
0.2
|
%
|
AR
|
|
20
|
|
|
1,620
|
|
|
0.1
|
%
|
|
2,198
|
|
|
0.1
|
%
|
|
ME
|
|
12
|
|
|
1,718
|
|
|
0.1
|
%
|
|
1,958
|
|
|
0.1
|
%
|
NE
|
|
9
|
|
|
962
|
|
|
0.1
|
%
|
|
1,309
|
|
|
0.1
|
%
|
|
PR
|
|
9
|
|
|
1,098
|
|
|
0.1
|
%
|
|
1,399
|
|
|
0.1
|
%
|
PR
|
|
8
|
|
|
941
|
|
|
0.1
|
%
|
|
1,238
|
|
|
0.1
|
%
|
|
NE
|
|
6
|
|
|
742
|
|
|
0.1
|
%
|
|
896
|
|
|
—
|
%
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||||
State
|
|
Count
|
|
UPB
|
|
% UPB
|
|
Collateral
Value(1) |
|
% of
Collateral Value |
|
State
|
|
Count
|
|
UPB
|
|
% UPB
|
|
Collateral
Value(1) |
|
% of
Collateral Value |
||||||||||
SD
|
|
4
|
|
|
720
|
|
|
—
|
%
|
|
928
|
|
|
—
|
%
|
|
WY
|
|
5
|
|
|
609
|
|
|
0.1
|
%
|
|
760
|
|
|
—
|
%
|
VT
|
|
3
|
|
|
606
|
|
|
—
|
%
|
|
654
|
|
|
—
|
%
|
|
MT
|
|
4
|
|
|
620
|
|
|
0.1
|
%
|
|
905
|
|
|
—
|
%
|
WY
|
|
5
|
|
|
599
|
|
|
—
|
%
|
|
760
|
|
|
—
|
%
|
|
SD
|
|
4
|
|
|
733
|
|
|
0.1
|
%
|
|
928
|
|
|
—
|
%
|
MT
|
|
4
|
|
|
597
|
|
|
—
|
%
|
|
905
|
|
|
—
|
%
|
|
AK
|
|
4
|
|
|
511
|
|
|
0.1
|
%
|
|
760
|
|
|
—
|
%
|
ND
|
|
4
|
|
|
516
|
|
|
—
|
%
|
|
750
|
|
|
—
|
%
|
|
ND
|
|
3
|
|
|
239
|
|
|
—
|
%
|
|
400
|
|
|
—
|
%
|
AK
|
|
2
|
|
|
258
|
|
|
—
|
%
|
|
372
|
|
|
—
|
%
|
|
VT
|
|
2
|
|
|
472
|
|
|
—
|
%
|
|
465
|
|
|
—
|
%
|
|
|
7,111
|
|
|
1,481,719
|
|
|
100
|
%
|
|
2,024,831
|
|
|
100
|
%
|
|
|
|
6,901
|
|
|
1,465,223
|
|
|
100
|
%
|
|
1,954,661
|
|
|
100
|
%
|
|
(1)
|
As of date of acquisition.
|
Issuing Trust/Issue Date
|
|
Interest Rate Step-up Date
|
|
Security
|
|
Original Principal
|
|
Interest Rate
|
|
Ajax Mortgage Loan Trust 2016-C/ October 2016
|
|
October 25, 2019
|
|
Class A notes due 2057
|
|
$102.6 million
|
|
4.00
|
%
|
|
|
April 25, 2020
|
|
Class B-1 notes due 2057(1,4)
|
|
$7.9 million
|
|
5.25
|
%
|
|
|
None
|
|
Class B-2 notes due 2057(1,4)
|
|
$7.9 million
|
|
5.25
|
%
|
|
|
|
|
Trust certificates(2)
|
|
$39.4 million
|
|
—
|
%
|
|
|
|
|
Deferred issuance costs
|
|
$(1.6) million
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
Ajax Mortgage Loan Trust 2017-A/ May 2017
|
|
May 25, 2020
|
|
Class A notes due 2057
|
|
$140.7 million
|
|
3.47
|
%
|
|
|
November 25, 2020
|
|
Class B-1 notes due 2057(1)
|
|
$15.1 million
|
|
5.25
|
%
|
|
|
None
|
|
Class B-2 notes due 2057(1)
|
|
$10.8 million
|
|
5.25
|
%
|
|
|
|
|
Trust certificates(2)
|
|
$49.8 million
|
|
—
|
%
|
|
|
|
|
Deferred issuance costs
|
|
$(2.0) million
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
Ajax Mortgage Loan Trust 2017-B/ December 2017
|
|
None
|
|
Class A notes due 2056
|
|
$115.8 million
|
|
3.16
|
%
|
|
|
None
|
|
Class M-1 notes due 2056(3)
|
|
$9.7 million
|
|
3.50
|
%
|
|
|
None
|
|
Class M-2 notes due 2056(3)
|
|
$9.5 million
|
|
3.50
|
%
|
|
|
None
|
|
Class B-1 notes due 2056(1)
|
|
$9.0 million
|
|
3.75
|
%
|
|
|
None
|
|
Class B-2 notes due 2056(1)
|
|
$7.5 million
|
|
3.75
|
%
|
|
|
|
|
Trust certificates(2)
|
|
$14.3 million
|
|
—
|
%
|
|
|
|
|
Deferred issuance costs
|
|
$(1.8) million
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
Ajax Mortgage Loan Trust 2017-C/ November 2017
|
|
November 25, 2021
|
|
Class A notes due 2060
|
|
$130.2 million
|
|
3.75
|
%
|
|
|
May 25, 2022
|
|
Class B-1 notes due 2060(1)
|
|
$13.0 million
|
|
5.25
|
%
|
|
|
|
|
Trust certificates(2)
|
|
$42.8 million
|
|
—
|
%
|
|
|
|
|
Deferred issuance costs
|
|
$(1.7) million
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
Ajax Mortgage Loan Trust 2017-D/ December 2017
|
|
April 25, 2021
|
|
Class A notes due 2057(5)
|
|
$177.8 million
|
|
3.75
|
%
|
|
|
None
|
|
Class B certificates (5)
|
|
$44.5 million
|
|
—
|
%
|
|
|
|
|
Deferred issuance costs
|
|
$(1.1) million
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
Ajax Mortgage Loan Trust 2018-C/ September 2018
|
|
October 25, 2021
|
|
Class A notes due 2065(6)
|
|
$170.5 million
|
|
4.36
|
%
|
|
|
April 25, 2022
|
|
Class B notes due 2065(6)
|
|
$15.9 million
|
|
5.25
|
%
|
|
|
|
|
Trust certificates(6)
|
|
$40.9 million
|
|
—
|
%
|
|
|
|
|
Deferred issuance costs
|
|
$(2.0) million
|
|
—
|
%
|
|
(1)
|
The Class B notes are subordinate, sequential pay, fixed rate notes with Class B-2 notes subordinate to the Class B-1 notes. We have retained the Class B notes.
|
(2)
|
The trust certificates issued by the trusts and the beneficial ownership of the trusts are retained by Great Ajax Funding LLC as the depositor. As the holder of the trust certificates, we are entitled to receive any remaining amounts in the trusts after the Class A notes, Class M notes, where present, and Class B notes have been paid in full.
|
(3)
|
The Class M notes are subordinate, sequential pay, fixed rate notes with Class M-2 notes subordinate to the Class M-1 notes. We have retained the Class M notes.
|
(4)
|
These securities are encumbered under a repurchase agreement.
|
(5)
|
Ajax Mortgage Loan Trust ("AJAXM") 2017-D is a joint venture in which a third party owns
50%
of the Class A notes and
50%
of the Class B certificates. We are required to consolidate 2017-D under GAAP and are reflecting
100%
of the mortgage loans, in Mortgage loans, net.
50%
of the Class A notes, which are held by the third party, are included in Secured borrowings, net and
50%
of the Class B-1 certificates are recognized as Non-controlling interest.
|
(6)
|
AJAXM 2018-C is a joint venture in which a third party owns
95%
of the Class A notes and
37%
of the Class B notes and certificates. We are required to consolidate 2018-C under GAAP and is reflecting
100%
of the mortgage loans, in Mortgage loans, net.
95%
of the Class A notes and
37%
of the Class B notes, which are held by the third party, are included in Secured borrowings, net. The
5%
portion of the Class A notes retained by us have been encumbered under the repurchase agreement.
37%
percent of the Class C certificates are recognized as Non-controlling interest.
|
|
December 31, 2018
|
|||||||||||||||||||
Maturity Date
|
|
Origination date
|
|
Maximum
Borrowing Capacity |
|
Amount
Outstanding |
|
Amount of
Collateral |
|
Percentage of Collateral Coverage
|
|
Interest Rate
|
||||||||
January 11, 2019
|
|
July 11, 2018
|
|
$
|
8,956
|
|
|
$
|
8,956
|
|
|
$
|
12,834
|
|
|
143
|
%
|
|
4.41
|
%
|
February 1, 2019
|
|
August 1, 2018
|
|
13,322
|
|
|
13,322
|
|
|
17,174
|
|
|
129
|
%
|
|
4.53
|
%
|
|||
March 25, 2019
|
|
September 25, 2018
|
|
6,396
|
|
|
6,396
|
|
|
8,376
|
|
|
131
|
%
|
|
4.34
|
%
|
|||
March 25, 2019
|
|
September 25, 2018
|
|
7,020
|
|
|
7,020
|
|
|
10,024
|
|
|
143
|
%
|
|
4.49
|
%
|
|||
March 28, 2019
|
|
September 28, 2018
|
|
12,539
|
|
|
12,539
|
|
|
15,846
|
|
|
126
|
%
|
|
4.40
|
%
|
|||
April 25, 2019
|
|
October 26, 2018
|
|
10,549
|
|
|
10,549
|
|
|
15,145
|
|
|
144
|
%
|
|
4.85
|
%
|
|||
April 25, 2019
|
|
October 26, 2018
|
|
5,865
|
|
|
5,865
|
|
|
7,580
|
|
|
129
|
%
|
|
4.65
|
%
|
|||
May 8, 2019
|
|
November 8, 2018
|
|
18,226
|
|
|
18,226
|
|
|
26,036
|
|
|
143
|
%
|
|
4.74
|
%
|
|||
May 8, 2019
|
|
November 8, 2018
|
|
10,933
|
|
|
10,933
|
|
|
15,618
|
|
|
143
|
%
|
|
4.84
|
%
|
|||
June 6, 2019
|
|
December 6, 2018
|
|
44,224
|
|
|
44,224
|
|
|
58,965
|
|
|
133
|
%
|
|
4.65
|
%
|
|||
June 6, 2019
|
|
December 6, 2018
|
|
3,786
|
|
|
3,786
|
|
|
5,408
|
|
|
143
|
%
|
|
4.80
|
%
|
|||
June 7, 2019
|
|
December 7, 2018
|
|
50,294
|
|
|
50,294
|
|
|
66,747
|
|
|
133
|
%
|
|
4.47
|
%
|
|||
June 21, 2019
|
|
December 21, 2018
|
|
32,393
|
|
|
32,393
|
|
|
43,390
|
|
|
134
|
%
|
|
4.62
|
%
|
|||
June 21, 2019
|
|
December 21, 2018
|
|
2,771
|
|
|
2,771
|
|
|
4,050
|
|
|
146
|
%
|
|
4.77
|
%
|
|||
June 28, 2019
|
|
December 28, 2018
|
|
8,860
|
|
|
8,860
|
|
|
13,275
|
|
|
150
|
%
|
|
4.64
|
%
|
|||
July 12, 2019
|
|
July 15, 2016
|
|
250,000
|
|
|
195,644
|
|
|
258,144
|
|
|
132
|
%
|
|
5.00
|
%
|
|||
September 24, 2019
|
|
September 25, 2018
|
|
400,000
|
|
|
102,311
|
|
|
114,852
|
|
|
112
|
%
|
|
4.89
|
%
|
|||
Totals
|
|
|
|
$
|
886,134
|
|
|
$
|
534,089
|
|
|
$
|
693,464
|
|
|
130
|
%
|
|
4.80
|
%
|
|
|
|
|
|
|
December 31, 2017
|
||||||||||||||
Maturity Date
|
|
Origination date
|
|
Maximum
Borrowing Capacity |
|
Amount
Outstanding |
|
Amount of
Collateral |
|
Percentage of Collateral Coverage
|
|
Interest Rate
|
||||||||
April 30, 2018
|
|
October 31, 2017
|
|
$
|
10,601
|
|
|
$
|
10,601
|
|
|
$
|
15,145
|
|
|
143
|
%
|
|
3.66
|
%
|
May 8, 2018
|
|
November 8, 2017
|
|
15,227
|
|
|
15,227
|
|
|
21,754
|
|
|
143
|
%
|
|
3.69
|
%
|
|||
June 7, 2018
|
|
December 7, 2017
|
|
66,678
|
|
|
66,678
|
|
|
88,904
|
|
|
133
|
%
|
|
3.59
|
%
|
|||
November 21, 2018
|
|
November 22, 2017
|
|
200,000
|
|
|
3,775
|
|
|
8,215
|
|
|
218
|
%
|
|
4.79
|
%
|
|||
July 12, 2019
|
|
July 15, 2016
|
|
250,000
|
|
|
180,104
|
|
|
234,724
|
|
|
130
|
%
|
|
4.03
|
%
|
|||
Totals
|
|
|
|
$
|
542,506
|
|
|
$
|
276,385
|
|
|
$
|
368,742
|
|
|
133
|
%
|
|
3.91
|
%
|
|
|
For the year ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Balance at the end of year
|
|
$
|
534,089
|
|
|
$
|
276,385
|
|
Maximum month-end balance outstanding during the year
|
|
$
|
534,089
|
|
|
$
|
323,060
|
|
Average balance
|
|
$
|
333,681
|
|
|
$
|
251,384
|
|
December 31, 2018
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 Year |
|
1 – 3 Years
|
|
3 – 5 Years
|
|
More than
5 Years |
||||||||||
Convertible senior notes
|
|
$
|
123,850
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
123,850
|
|
Borrowings under repurchase agreements
|
|
534,089
|
|
|
534,089
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest on convertible senior notes
|
|
45,237
|
|
|
10,241
|
|
|
20,817
|
|
|
14,179
|
|
|
—
|
|
|||||
Interest on repurchase agreements
|
|
12,789
|
|
|
12,789
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
715,965
|
|
|
$
|
557,119
|
|
|
$
|
20,817
|
|
|
$
|
14,179
|
|
|
$
|
123,850
|
|
December 31, 2017
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 Year |
|
1 – 3 Years
|
|
3 – 5 Years
|
|
More than
5 Years |
||||||||||
Convertible senior notes
|
|
$
|
108,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
108,000
|
|
Borrowings under repurchase agreements
|
|
276,386
|
|
|
96,282
|
|
|
180,104
|
|
|
—
|
|
|
—
|
|
|||||
Interest on convertible senior notes
|
|
47,414
|
|
|
8,626
|
|
|
17,472
|
|
|
18,558
|
|
|
2,758
|
|
|||||
Interest on repurchase agreements
|
|
12,631
|
|
|
8,787
|
|
|
3,844
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
444,431
|
|
|
$
|
113,695
|
|
|
$
|
201,420
|
|
|
$
|
18,558
|
|
|
$
|
110,758
|
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
Exhibit
Number
|
|
Exhibit Description
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
10.1
|
|
|
10.2
|
|
Exhibit
Number
|
|
Exhibit Description
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12*
|
|
|
10.13*
|
|
|
21.1*
|
|
|
23.1*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
101.INS**
|
|
XBRL Instance Document
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF**
|
|
XBRL Taxonomy Definition Linkbase Document
|
101.LAB**
|
|
XBRL Taxonomy Definition Linkbase Document
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
GREAT AJAX CORP.
|
|
By:
|
/s/ Lawrence Mendelsohn
|
|
Lawrence Mendelsohn
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Lawrence Mendelsohn
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
March 6, 2019
|
Lawrence Mendelsohn
|
|
|
||
|
|
|
|
|
/s/ Mary Doyle
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
March 6, 2019
|
Mary Doyle
|
|
|
||
|
|
|
|
|
/s/ Steven L. Begleiter
|
|
Director
|
|
March 6, 2019
|
Steven L. Begleiter
|
|
|
||
|
|
|
|
|
/s/ John Condas
|
|
Director
|
|
March 6, 2019
|
John Condas
|
|
|
||
|
|
|
|
|
/s/ Paul Friedman
|
|
Director
|
|
March 6, 2019
|
Paul Friedman
|
|
|
||
|
|
|
|
|
/s/ Jonathan Bradford Handley, Jr.
|
|
Director
|
|
March 6, 2019
|
Jonathan Bradford Handley, Jr.
|
|
|
||
|
|
|
|
|
/s/ J. Kirk Ogren, Jr.
|
|
Director
|
|
March 6, 2019
|
J. Kirk Ogren, Jr.
|
|
|
||
|
|
|
|
|
/s/ Russell Schaub
|
|
President and Director
|
|
March 6, 2019
|
Russell Schaub
|
|
|
|
Page
|
($ in thousands except per share data)
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
55,146
|
|
|
$
|
53,721
|
|
Cash held in trust
|
24
|
|
|
27,041
|
|
||
Mortgage loans, net
(1,4)
|
1,310,873
|
|
|
1,253,541
|
|
||
Property held-for-sale, net
(2)
|
19,402
|
|
|
24,947
|
|
||
Rental property, net
|
17,635
|
|
|
1,284
|
|
||
Investments at fair value
|
146,811
|
|
|
6,285
|
|
||
Investments in beneficial interests
|
22,086
|
|
|
—
|
|
||
Receivable from servicer
|
14,587
|
|
|
17,005
|
|
||
Investment in affiliates
|
8,653
|
|
|
7,020
|
|
||
Prepaid expenses and other assets
|
7,654
|
|
|
4,894
|
|
||
Total assets
|
$
|
1,602,871
|
|
|
$
|
1,395,738
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Secured borrowings, net
(1,3,4)
|
$
|
610,199
|
|
|
$
|
694,040
|
|
Borrowings under repurchase transactions
|
534,089
|
|
|
276,385
|
|
||
Convertible senior notes, net
(3)
|
117,525
|
|
|
102,571
|
|
||
Management fee payable
|
881
|
|
|
750
|
|
||
Accrued expenses and other liabilities
|
5,898
|
|
|
4,554
|
|
||
Total liabilities
|
1,268,592
|
|
|
1,078,300
|
|
||
Commitments and contingencies – see Note 8
|
|
|
|
||||
Equity:
|
|
|
|
||||
Preferred stock $0.01 par value; 25,000,000 shares authorized, none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock $.01 par value; 125,000,000 shares authorized, 18,909,874 shares at December 31, 2018 and 18,588,228 shares at December 31, 2017 issued and outstanding
|
189
|
|
|
186
|
|
||
Additional paid-in capital
|
260,427
|
|
|
254,847
|
|
||
Treasury stock
|
(270
|
)
|
|
—
|
|
||
Retained earnings
|
41,063
|
|
|
35,556
|
|
||
Accumulated other comprehensive income/(loss)
|
(575
|
)
|
|
(233
|
)
|
||
Equity attributable to stockholders
|
300,834
|
|
|
290,356
|
|
||
Non-controlling interests
(5)
|
33,445
|
|
|
27,082
|
|
||
Total equity
|
334,279
|
|
|
317,438
|
|
||
Total liabilities and equity
|
$
|
1,602,871
|
|
|
$
|
1,395,738
|
|
|
(1)
|
Mortgage loans, net include
$900.2 million
and
$996.2 million
of loans at
December 31, 2018
and
December 31, 2017
, 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.). See Note 9 — Debt. Mortgage loans, net include
$1.2 million
and
$0
of allowance for loan losses at
December 31, 2018
and
December 31, 2017
, respectively.
|
(2)
|
Property held-for-sale, net, includes valuation allowances of
$1.8 million
and
$1.8 million
at
December 31, 2018
, and
December 31, 2017
, respectively.
|
(3)
|
Secured borrowings and convertible senior notes are presented net of deferred issuance costs.
|
(4)
|
At
December 31, 2018
, balances for Mortgage loans, net includes
$377.0 million
and Secured borrowings, net of deferred costs includes
$231.9 million
from the
50.0%
and
63.0%
owned VIEs, respectively. As of
December 31, 2017
, balances for Mortgage loans, net include
$177.1 million
|
(5)
|
Non-controlling interests includes
$20.4 million
at
December 31, 2018
, from the
50.0%
and
63.0%
owned VIEs. Non-controlling interests includes
$14.0 million
at
December 31, 2017
, from a
50.0%
owned joint venture, which the Company consolidates under U.S. GAAP.
|
($ in thousands except per share data )
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
||||||
|
|
|
|||||||||
INCOME
|
|
|
|
|
|
||||||
Interest income
|
$
|
108,181
|
|
|
$
|
91,424
|
|
|
$
|
70,688
|
|
Interest expense
|
(53,335
|
)
|
|
(39,101
|
)
|
|
(25,573
|
)
|
|||
Net interest income
|
54,846
|
|
|
52,323
|
|
|
45,115
|
|
|||
Provision for loan losses
|
(1,164
|
)
|
|
—
|
|
|
—
|
|
|||
Net interest income after provision for loan losses
|
53,682
|
|
|
52,323
|
|
|
45,115
|
|
|||
Income from investment in affiliates
|
762
|
|
|
707
|
|
|
558
|
|
|||
Other income
|
3,720
|
|
|
1,765
|
|
|
1,024
|
|
|||
Total income
|
58,164
|
|
|
54,795
|
|
|
46,697
|
|
|||
EXPENSE
|
|
|
|
|
|
||||||
Related party expense – loan servicing fees
|
10,148
|
|
|
8,245
|
|
|
6,083
|
|
|||
Related party expense – management fee
|
6,025
|
|
|
5,340
|
|
|
3,949
|
|
|||
Loan transaction expense
|
389
|
|
|
1,471
|
|
|
1,135
|
|
|||
Professional fees
|
2,179
|
|
|
2,340
|
|
|
1,484
|
|
|||
Real estate operating expenses
|
3,252
|
|
|
2,630
|
|
|
2,553
|
|
|||
Other expense
|
3,934
|
|
|
3,353
|
|
|
2,019
|
|
|||
Total expense
|
25,927
|
|
|
23,379
|
|
|
17,223
|
|
|||
Loss on debt extinguishment
|
836
|
|
|
1,131
|
|
|
565
|
|
|||
Income before provision for income taxes
|
31,401
|
|
|
30,285
|
|
|
28,909
|
|
|||
Provision for income taxes
|
64
|
|
|
131
|
|
|
35
|
|
|||
Consolidated net income
|
31,337
|
|
|
30,154
|
|
|
28,874
|
|
|||
Less: consolidated net income attributable to the non-controlling interest
|
2,997
|
|
|
1,227
|
|
|
1,038
|
|
|||
Consolidated net income attributable to common stockholders
|
$
|
28,340
|
|
|
$
|
28,927
|
|
|
$
|
27,836
|
|
Basic earnings per common share
|
$
|
1.50
|
|
|
$
|
1.58
|
|
|
$
|
1.65
|
|
Diluted earnings per common share
|
$
|
1.43
|
|
|
$
|
1.51
|
|
|
$
|
1.65
|
|
Weighted average shares – basic
|
18,642,526
|
|
|
18,074,143
|
|
|
16,742,882
|
|
|||
Weighted average shares – diluted
|
25,830,546
|
|
|
23,318,521
|
|
|
17,451,907
|
|
|
|
Year ended December 31,
|
||||||||||
($ in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Consolidated net income attributable to common stockholders
|
|
$
|
28,340
|
|
|
$
|
28,927
|
|
|
$
|
27,836
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Net unrealized (loss) on investments, net of non-controlling interest
|
|
(152
|
)
|
|
(233
|
)
|
|
—
|
|
|||
Cumulative reversal of accumulated other comprehensive income due to sale of securities
|
|
(190
|
)
|
|
—
|
|
|
—
|
|
|||
Income tax expense related to items of other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive income
|
|
$
|
27,998
|
|
|
$
|
28,694
|
|
|
$
|
27,836
|
|
($ in thousands)
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
||||||
|
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Consolidated net income
|
$
|
31,337
|
|
|
$
|
30,154
|
|
|
$
|
28,874
|
|
Adjustments to reconcile net income to net cash from operating activities
|
|
|
|
|
|
||||||
Stock-based management fee and compensation expense
|
3,989
|
|
|
3,247
|
|
|
1,468
|
|
|||
Non-cash interest income accretion
|
(43,749
|
)
|
|
(43,379
|
)
|
|
(39,178
|
)
|
|||
Discount accretion on investment in securities
|
(783
|
)
|
|
(195
|
)
|
|
—
|
|
|||
Gain on sale of property held-for-sale
|
(380
|
)
|
|
(506
|
)
|
|
(106
|
)
|
|||
Gain on sale of securities
|
(347
|
)
|
|
—
|
|
|
—
|
|
|||
Loss from payoffs of loans in transit
|
—
|
|
|
26
|
|
|
—
|
|
|||
Depreciation of property
|
155
|
|
|
80
|
|
|
20
|
|
|||
Impairment of real estate owned
|
2,700
|
|
|
2,516
|
|
|
2,011
|
|
|||
Provision for loan losses
|
1,164
|
|
|
—
|
|
|
—
|
|
|||
Amortization of debt discount and prepaid financing costs
|
6,378
|
|
|
6,466
|
|
|
6,833
|
|
|||
Undistributed income from investment in affiliates
|
(762
|
)
|
|
(707
|
)
|
|
(558
|
)
|
|||
Net change in operating assets and liabilities
|
|
|
|
|
|
||||||
Prepaid expenses and other assets
|
(2,747
|
)
|
|
(2,543
|
)
|
|
336
|
|
|||
Receivable from Servicer
|
2,071
|
|
|
(5,087
|
)
|
|
(7,037
|
)
|
|||
Accrued expenses, management fee payable, and other liabilities
|
1,171
|
|
|
1,233
|
|
|
2,116
|
|
|||
Net cash from operating activities
|
197
|
|
|
(8,695
|
)
|
|
(5,221
|
)
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Purchase of mortgage loans and related balances
|
(165,021
|
)
|
|
(459,194
|
)
|
|
(434,332
|
)
|
|||
Origination of commercial loans
|
(6,557
|
)
|
|
(9,083
|
)
|
|
(2,472
|
)
|
|||
Principal paydowns on mortgage loans
|
142,107
|
|
|
107,274
|
|
|
58,388
|
|
|||
Sale of other mortgage related assets
|
—
|
|
|
—
|
|
|
92
|
|
|||
Proceeds from sale of mortgage loans
|
—
|
|
|
—
|
|
|
78,162
|
|
|||
Purchase of securities
|
(176,363
|
)
|
|
—
|
|
|
(6,323
|
)
|
|||
Principal paydowns on securities
|
6,496
|
|
|
—
|
|
|
—
|
|
|||
Proceeds on sale of securities
|
8,073
|
|
|
—
|
|
|
—
|
|
|||
Purchase of rental property
|
(15,385
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of property held-for-sale
|
17,632
|
|
|
17,143
|
|
|
9,117
|
|
|||
Renovations of rental property and property held-for-sale
|
(456
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
(785
|
)
|
|||
Investment in Great Ajax FS LLC, including warrants
|
(1,750
|
)
|
|
—
|
|
|
—
|
|
|||
Investment in equity method investee
|
—
|
|
|
(5,115
|
)
|
|
(1,111
|
)
|
|||
Distribution from affiliates
|
827
|
|
|
3,055
|
|
|
365
|
|
|||
Loan to affiliate
|
—
|
|
|
—
|
|
|
(3,960
|
)
|
|||
Repayment of loan to affiliate
|
—
|
|
|
—
|
|
|
3,636
|
|
|||
Net cash from investing activities
|
(190,397
|
)
|
|
(345,920
|
)
|
|
(299,223
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from repurchase transactions
|
311,128
|
|
|
590,669
|
|
|
348,602
|
|
|||
Repayments on repurchase transactions
|
(53,424
|
)
|
|
(542,221
|
)
|
|
(225,695
|
)
|
|||
Proceeds from sale of secured borrowings
|
167,910
|
|
|
431,126
|
|
|
288,436
|
|
|||
Repayments on secured borrowings
|
(254,177
|
)
|
|
(178,115
|
)
|
|
(109,263
|
)
|
|||
Proceeds from sale of convertible senior notes
|
15,184
|
|
|
105,325
|
|
|
—
|
|
|||
Deferred financing costs
|
(2,635
|
)
|
|
(7,225
|
)
|
|
(6,080
|
)
|
|||
Sale of common stock, net of offering costs
|
—
|
|
|
3,864
|
|
|
31,662
|
|
|||
Sale of common stock pursuant to dividend reinvestment plan
|
199
|
|
|
174
|
|
|
50
|
|
|||
Distribution to non-controlling interest
|
(3,343
|
)
|
|
(766
|
)
|
|
(618
|
)
|
|||
Issuance of non-controlling interest in subsidiaries
|
6,709
|
|
|
16,190
|
|
|
—
|
|
|||
Dividends paid on common stock
|
(22,943
|
)
|
|
(20,602
|
)
|
|
(16,526
|
)
|
|||
Net cash from financing activities
|
164,608
|
|
|
398,419
|
|
|
310,568
|
|
|||
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN TRUST
|
(25,592
|
)
|
|
43,804
|
|
|
6,124
|
|
|||
CASH, CASH EQUIVALENTS AND CASH HELD IN TRUST, beginning of period
|
80,762
|
|
|
36,958
|
|
|
30,834
|
|
|||
CASH, CASH EQUIVALENTS AND CASH HELD IN TRUST, end of period
|
$
|
55,170
|
|
|
$
|
80,762
|
|
|
$
|
36,958
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
50,753
|
|
|
$
|
35,214
|
|
|
$
|
18,687
|
|
Cash paid for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|||
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Transfer of loans to rental property or property held-for-sale
|
$
|
15,072
|
|
|
$
|
20,294
|
|
|
$
|
25,037
|
|
Issuance of common stock for management fee and compensation expense
|
$
|
3,989
|
|
|
$
|
3,247
|
|
|
$
|
1,468
|
|
Issuance of shares for investment in Great Ajax FS LLC
|
$
|
1,011
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-cash adjustments to basis in mortgage loans
|
$
|
347
|
|
|
$
|
516
|
|
|
$
|
(477
|
)
|
Unrealized loss on available for sale securities, net of non-controlling interest and tax
|
$
|
342
|
|
|
$
|
233
|
|
|
$
|
—
|
|
Treasury stock received through distributions from investment in Manager
|
$
|
270
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Convertible senior notes conversion premium recognized to equity
|
$
|
494
|
|
|
$
|
2,687
|
|
|
$
|
—
|
|
Conversion of short-term loan to AS Ajax E to equity investment in AS Ajax E
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
324
|
|
Property sold to borrowers under the installment method
|
$
|
—
|
|
|
$
|
56
|
|
|
$
|
—
|
|
Transfer of accrued interest to borrowings under repurchase agreement
|
$
|
—
|
|
|
$
|
497
|
|
|
$
|
—
|
|
Cumulative effect of change in accounting principle
|
$
|
110
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
55,146
|
|
|
$
|
53,721
|
|
Restricted cash
|
24
|
|
|
27,041
|
|
||
Total cash and cash equivalents and restricted cash shown on the consolidated Statements of Cash Flows
|
$
|
55,170
|
|
|
$
|
80,762
|
|
|
For the Years Ended December 31, 2016 through December 31, 2018
|
|||||||||||||||||||||||||||||||||
|
Common
Stock shares
|
|
Common stock amount
|
|
Treasury stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated other comprehensive loss
|
|
Total
Stockholders’
Equity
|
|
Non-controlling
Interest
|
|
Total
Equity
|
|||||||||||||||||
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at December 31, 2015
|
15,301,946
|
|
|
$
|
152
|
|
|
$
|
—
|
|
|
$
|
211,729
|
|
|
$
|
15,921
|
|
|
$
|
—
|
|
|
$
|
227,802
|
|
|
$
|
10,011
|
|
|
$
|
237,813
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,836
|
|
|
—
|
|
|
27,836
|
|
|
1,038
|
|
|
28,874
|
|
||||||||
Sale of shares
|
2,589,427
|
|
|
27
|
|
|
—
|
|
|
31,635
|
|
|
—
|
|
|
—
|
|
|
31,662
|
|
|
—
|
|
|
31,662
|
|
||||||||
Issuance of shares under dividend reinvestment
|
3,835
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
||||||||
Stock-based management fee expense
|
65,515
|
|
|
2
|
|
|
—
|
|
|
1,066
|
|
|
—
|
|
|
—
|
|
|
1,068
|
|
|
—
|
|
|
1,068
|
|
||||||||
Stock-based compensation expense
|
161,664
|
|
|
—
|
|
|
—
|
|
|
400
|
|
|
—
|
|
|
—
|
|
|
400
|
|
|
—
|
|
|
400
|
|
||||||||
Dividends and distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,526
|
)
|
|
—
|
|
|
(16,526
|
)
|
|
(618
|
)
|
|
(17,144
|
)
|
||||||||
Balance at December 31, 2016
|
18,122,387
|
|
|
$
|
181
|
|
|
$
|
—
|
|
|
$
|
244,880
|
|
|
$
|
27,231
|
|
|
$
|
—
|
|
|
$
|
272,292
|
|
|
$
|
10,431
|
|
|
$
|
282,723
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,927
|
|
|
—
|
|
|
28,927
|
|
|
1,227
|
|
|
30,154
|
|
||||||||
Sale of shares
|
286,841
|
|
|
3
|
|
|
—
|
|
|
4,049
|
|
|
—
|
|
|
—
|
|
|
4,052
|
|
|
—
|
|
|
4,052
|
|
||||||||
Shelf registration fees
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|
—
|
|
|
(188
|
)
|
||||||||
Issuance of non-controlling interest in subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,190
|
|
|
16,190
|
|
||||||||
Issuance of shares under dividend reinvestment plan
|
12,710
|
|
|
—
|
|
|
—
|
|
|
174
|
|
|
—
|
|
|
—
|
|
|
174
|
|
|
—
|
|
|
174
|
|
||||||||
Stock-based management fee expense
|
122,350
|
|
|
2
|
|
|
—
|
|
|
2,333
|
|
|
—
|
|
|
—
|
|
|
2,335
|
|
|
—
|
|
|
2,335
|
|
||||||||
Stock-based compensation expense
|
43,940
|
|
|
—
|
|
|
—
|
|
|
912
|
|
|
—
|
|
|
—
|
|
|
912
|
|
|
—
|
|
|
912
|
|
||||||||
Dividends and distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,602
|
)
|
|
—
|
|
|
(20,602
|
)
|
|
(766
|
)
|
|
(21,368
|
)
|
||||||||
Conversion premium - Convertible senior notes
|
—
|
|
|
—
|
|
|
—
|
|
|
2,687
|
|
|
—
|
|
|
—
|
|
|
2,687
|
|
|
—
|
|
|
2,687
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(233
|
)
|
|
(233
|
)
|
|
—
|
|
|
(233
|
)
|
||||||||
Balance at December 31, 2017
|
18,588,228
|
|
|
$
|
186
|
|
|
$
|
—
|
|
|
$
|
254,847
|
|
|
$
|
35,556
|
|
|
$
|
(233
|
)
|
|
$
|
290,356
|
|
|
$
|
27,082
|
|
|
$
|
317,438
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,340
|
|
|
—
|
|
|
28,340
|
|
|
2,997
|
|
|
31,337
|
|
||||||||
Issuance of shares to Great Ajax FS LLC
|
75,001
|
|
|
1
|
|
|
—
|
|
|
1,010
|
|
|
—
|
|
|
—
|
|
|
1,011
|
|
|
—
|
|
|
1,011
|
|
||||||||
Issuance of non-controlling interest in subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,709
|
|
|
6,709
|
|
||||||||
Issuance of shares under dividend reinvestment plan
|
14,953
|
|
|
—
|
|
|
—
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
199
|
|
|
—
|
|
|
199
|
|
||||||||
Stock-based management fee expense
|
196,503
|
|
|
2
|
|
|
—
|
|
|
2,784
|
|
|
—
|
|
|
—
|
|
|
2,786
|
|
|
—
|
|
|
2,786
|
|
||||||||
Stock-based compensation expense
|
55,466
|
|
|
—
|
|
|
—
|
|
|
1,203
|
|
|
—
|
|
|
—
|
|
|
1,203
|
|
|
—
|
|
|
1,203
|
|
||||||||
Dividends and distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,943
|
)
|
|
—
|
|
|
(22,943
|
)
|
|
(3,343
|
)
|
|
(26,286
|
)
|
||||||||
Conversion premium - Convertible senior notes
|
—
|
|
|
—
|
|
|
—
|
|
|
494
|
|
|
—
|
|
|
—
|
|
|
494
|
|
|
—
|
|
|
494
|
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(342
|
)
|
|
(342
|
)
|
|
—
|
|
|
(342
|
)
|
||||||||
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Treasury stock
|
(20,277
|
)
|
|
—
|
|
|
(270
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(270
|
)
|
|
—
|
|
|
(270
|
)
|
||||||||
Balance at December 31, 2018
|
18,909,874
|
|
|
$
|
189
|
|
|
$
|
(270
|
)
|
|
$
|
260,427
|
|
|
$
|
41,063
|
|
|
$
|
(575
|
)
|
|
$
|
300,834
|
|
|
$
|
33,445
|
|
|
$
|
334,279
|
|
•
|
Level 1
— Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2
— Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3
— Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
|
As of December 31,
|
||||||
Loan portfolio basis by asset type
|
|
2018
|
|
2017
|
||||
Residential RPLs
|
|
$
|
1,242,207
|
|
|
$
|
1,190,019
|
|
Purchased SBC (RPL)
|
|
21,203
|
|
|
8,605
|
|
||
Originated SBC
|
|
11,140
|
|
|
11,620
|
|
||
Residential NPLs
|
|
36,323
|
|
|
43,297
|
|
||
Total
|
|
$
|
1,310,873
|
|
|
$
|
1,253,541
|
|
|
For the year ended December 31,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Re-performing
loans
|
|
Non-performing
loans
|
|
Re-performing
loans
|
|
Non-performing
loans
|
||||||||
Contractually required principal and interest
|
$
|
299,462
|
|
|
$
|
10,976
|
|
|
$
|
947,162
|
|
|
$
|
—
|
|
Non-accretable amount
|
(104,940
|
)
|
|
(4,891
|
)
|
|
(373,251
|
)
|
|
—
|
|
||||
Expected cash flows to be collected
|
194,522
|
|
|
6,085
|
|
|
573,911
|
|
|
—
|
|
||||
Accretable yield
|
(35,471
|
)
|
|
(675
|
)
|
|
(114,676
|
)
|
|
—
|
|
||||
Fair value at acquisition
|
$
|
159,051
|
|
|
$
|
5,410
|
|
|
$
|
459,235
|
|
|
$
|
—
|
|
|
For the year ended December 31,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Re-performing
loans
|
|
Non-performing
loans
|
|
Re-performing
loans
|
|
Non-performing
loans
|
||||||||
Balance at beginning of period
|
$
|
344,141
|
|
|
$
|
7,370
|
|
|
$
|
239,858
|
|
|
$
|
12,065
|
|
Accretable yield additions
|
35,471
|
|
|
675
|
|
|
114,676
|
|
|
—
|
|
||||
Accretion
|
(101,195
|
)
|
|
(1,316
|
)
|
|
(85,715
|
)
|
|
(4,166
|
)
|
||||
Reclassification from (to) non-accretable amount, net
|
33,389
|
|
|
(270
|
)
|
|
75,322
|
|
|
(529
|
)
|
||||
Balance at end of period
|
$
|
311,806
|
|
|
$
|
6,459
|
|
|
$
|
344,141
|
|
|
$
|
7,370
|
|
|
For the year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Allowance for loan losses, beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Provision for loan losses
|
(1,164
|
)
|
|
—
|
|
|
—
|
|
|||
Allowance for loan losses, end of period
|
$
|
(1,164
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of December 31,
|
||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||
|
Number of
loans
|
|
Carrying
value
|
|
Unpaid
principal
balance
|
|
Number of
loans
|
|
Carrying
value
|
|
Unpaid
principal
balance
|
||||||||||
Current
|
3,929
|
|
|
$
|
757,276
|
|
|
$
|
848,551
|
|
|
3,998
|
|
|
$
|
744,300
|
|
|
$
|
860,572
|
|
30
|
1,006
|
|
|
167,286
|
|
|
185,742
|
|
|
912
|
|
|
152,685
|
|
|
178,383
|
|
||||
60
|
711
|
|
|
123,078
|
|
|
136,586
|
|
|
577
|
|
|
100,792
|
|
|
117,145
|
|
||||
90
|
1,188
|
|
|
200,419
|
|
|
231,063
|
|
|
1,047
|
|
|
177,841
|
|
|
214,297
|
|
||||
Foreclosure
|
277
|
|
|
62,814
|
|
|
79,777
|
|
|
367
|
|
|
77,923
|
|
|
94,826
|
|
||||
Mortgage loans
|
7,111
|
|
|
$
|
1,310,873
|
|
|
$
|
1,481,719
|
|
|
6,901
|
|
|
$
|
1,253,541
|
|
|
$
|
1,465,223
|
|
|
|
For the year ended December 31,
|
||||||||||||
|
|
2018
|
|
2017
|
||||||||||
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
||||||
Balance at beginning of year
|
|
136
|
|
|
$
|
24,947
|
|
|
149
|
|
|
$
|
23,882
|
|
Net transfers from mortgage loans
|
|
93
|
|
|
15,072
|
|
|
125
|
|
|
19,477
|
|
||
Adjustments to record at lower of cost or fair value
|
|
—
|
|
|
(2,700
|
)
|
|
—
|
|
|
(2,516
|
)
|
||
Disposals
|
|
(127
|
)
|
|
(17,251
|
)
|
|
(128
|
)
|
|
(16,638
|
)
|
||
Net transfers to Rental property
|
|
—
|
|
(1)
|
(591
|
)
|
(1)
|
(7
|
)
|
|
746
|
|
||
Other
|
|
—
|
|
|
(75
|
)
|
|
(3
|
)
|
|
(4
|
)
|
||
Balance at end of year
|
|
102
|
|
|
$
|
19,402
|
|
|
136
|
|
|
$
|
24,947
|
|
|
(1)
|
For the year ended
December 31, 2018
, net transfers to rental property includes the net impact of
six
properties transferred from rental to held-for-sale of
$0.5 million
and
six
properties transferred from held-for-sale to rental of
$1.1 million
.
|
|
|
As of December 31, 2018
|
||||||||||||||
|
|
Basis
1
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Carrying value (fair value)
|
||||||||
Debt securities
|
|
147,386
|
|
|
506
|
|
|
(1,081
|
)
|
|
146,811
|
|
||||
Beneficial interests in securitization trusts
|
|
22,086
|
|
|
—
|
|
|
—
|
|
|
22,086
|
|
||||
Total investments at fair value
|
|
$
|
169,472
|
|
|
$
|
506
|
|
|
$
|
(1,081
|
)
|
|
$
|
168,897
|
|
|
|
As of December 31, 2017
|
||||||||||||||
|
|
Basis
1
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Carrying value (fair value)
|
||||||||
Debt securities
|
|
$
|
6,518
|
|
|
$
|
9
|
|
|
$
|
(242
|
)
|
|
$
|
6,285
|
|
Total investments at fair value
|
|
$
|
6,518
|
|
|
$
|
9
|
|
|
$
|
(242
|
)
|
|
$
|
6,285
|
|
|
(1)
|
Basis amount is net of any realized amortized costs and principal paydowns.
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||
December 31, 2018
|
|
Carrying
Value
|
|
Quoted
prices in
active
markets
|
|
Observable
inputs other
than Level 1
prices
|
|
Unobservable
inputs
|
||||||||
Financial assets
|
|
|
|
|
|
|
|
|
||||||||
Mortgage loans
|
|
$
|
1,310,873
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,448,895
|
|
Investment in debt securities at fair value
|
|
$
|
146,811
|
|
|
$
|
—
|
|
|
$
|
146,811
|
|
|
$
|
—
|
|
Investment in beneficial interests
|
|
$
|
22,086
|
|
|
$
|
—
|
|
|
$
|
22,086
|
|
|
$
|
—
|
|
Investment in Manager
|
|
$
|
1,016
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,231
|
|
Investment in AS Ajax E
|
|
$
|
1,037
|
|
|
$
|
—
|
|
|
$
|
1,239
|
|
|
$
|
—
|
|
Investment in GAFS, including warrants
|
|
$
|
2,844
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,320
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
||||||||
Secured borrowings, net
|
|
$
|
610,199
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
610,217
|
|
Borrowings under repurchase agreement
|
|
$
|
534,089
|
|
|
$
|
—
|
|
|
$
|
534,089
|
|
|
$
|
—
|
|
Convertible senior notes, net
|
|
$
|
117,525
|
|
|
$
|
118,103
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||
December 31, 2017
|
|
Carrying
Value
|
|
Quoted
prices in
active
markets
|
|
Observable
inputs other
than Level 1
prices
|
|
Unobservable
inputs
|
||||||||
Financial assets
|
|
|
|
|
|
|
|
|
||||||||
Mortgage loans
|
|
$
|
1,253,541
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,375,722
|
|
Investment in debt securities
|
|
$
|
6,285
|
|
|
$
|
—
|
|
|
$
|
6,285
|
|
|
$
|
—
|
|
Investment in Manager
|
|
$
|
850
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,427
|
|
Investment in AS Ajax E
|
|
$
|
1,201
|
|
|
$
|
—
|
|
|
$
|
1,224
|
|
|
$
|
—
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
||||||||
Secured borrowings, net
|
|
$
|
694,040
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
693,255
|
|
Borrowings under repurchase agreement
|
|
$
|
276,385
|
|
|
$
|
—
|
|
|
$
|
276,385
|
|
|
$
|
—
|
|
Convertible senior notes, net
|
|
$
|
102,571
|
|
|
$
|
109,641
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
December 31, 2018
|
|
Carrying Value
|
|
Fair value adjustment recognized in the consolidated Statements of Income
|
|
Quoted prices in active markets
|
|
Observable inputs other than Level 1 prices
|
|
Unobservable inputs
|
||||||||||
Non-financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Property held-for-sale
|
|
$
|
19,402
|
|
|
$
|
2,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,402
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
December 31, 2017
|
|
Carrying Value
|
|
Fair value adjustment recognized in the consolidated Statements of Income
|
|
Quoted prices in active markets
|
|
Observable inputs other than Level 1 prices
|
|
Unobservable inputs
|
||||||||||
Non-financial assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property held-for-sale
|
|
$
|
24,947
|
|
|
$
|
2,516
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,947
|
|
|
|
For the year ended December 31,
|
||||||||||
Net income at 100%
|
|
2018
|
|
2017
|
|
2016
|
||||||
Thetis Asset Management LLC
|
|
$
|
2,202
|
|
|
$
|
2,136
|
|
|
$
|
1,100
|
|
Great Ajax FS LLC
(1)(2)
|
|
$
|
1,257
|
|
|
$
|
—
|
|
|
$
|
—
|
|
AS Ajax E LLC
|
|
$
|
324
|
|
|
$
|
319
|
|
|
$
|
138
|
|
GA-E 2014-12
|
|
$
|
—
|
|
|
$
|
426
|
|
|
$
|
762
|
|
|
|
For the year ended December 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||
Assets and Liabilities at 100%
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Great Ajax FS LLC
(2)
|
|
$
|
74,164
|
|
|
$
|
52,184
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Thetis Asset Management LLC
|
|
$
|
8,604
|
|
|
$
|
2,136
|
|
|
$
|
7,415
|
|
|
$
|
1,674
|
|
AS Ajax E LLC
|
|
$
|
6,424
|
|
|
$
|
13
|
|
|
$
|
7,293
|
|
|
$
|
5
|
|
GA-E 2014-12
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
5
|
|
|
|
For the year ended December 31,
|
||||||||||
Net income at Company share
|
|
2018
|
|
2017
|
|
2016
|
||||||
Thetis Asset Management LLC
|
|
$
|
436
|
|
|
$
|
423
|
|
|
$
|
218
|
|
Great Ajax FS LLC
(1)(2)
|
|
$
|
90
|
|
|
$
|
—
|
|
|
$
|
—
|
|
AS Ajax E LLC
|
|
$
|
53
|
|
|
$
|
53
|
|
|
$
|
32
|
|
GA-E 2014-12
|
|
$
|
—
|
|
|
$
|
173
|
|
|
$
|
308
|
|
|
|
For the year ended December 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||
Assets and Liabilities at Company share
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Great Ajax FS LLC
(2)
|
|
$
|
5,933
|
|
|
$
|
4,175
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Thetis Asset Management LLC
|
|
$
|
1,704
|
|
|
$
|
423
|
|
|
$
|
1,468
|
|
|
$
|
331
|
|
AS Ajax E LLC
|
|
$
|
1,060
|
|
|
$
|
2
|
|
|
$
|
1,203
|
|
|
$
|
1
|
|
GA-E 2014-12
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
(1)
|
Net income at the Company's share is not directly proportionate to Net income at
100%
due to the timing of the Company's acquisition during the year.
|
(2)
|
Amounts for the Company's share for 2016 and 2017 are presented as
zero
since the Company's investment was a 2018 event.
|
|
|
|
|
|
|
|
December 31, 2018
|
|||||||||||||
Maturity Date
|
|
Origination date
|
|
Maximum
Borrowing Capacity |
|
Amount
Outstanding |
|
Amount of
Collateral |
|
Percentage of Collateral Coverage
|
|
Interest Rate
|
||||||||
January 11, 2019
|
|
July 11, 2018
|
|
$
|
8,956
|
|
|
$
|
8,956
|
|
|
$
|
12,834
|
|
|
143
|
%
|
|
4.41
|
%
|
February 1, 2019
|
|
August 1, 2018
|
|
13,322
|
|
|
13,322
|
|
|
17,174
|
|
|
129
|
%
|
|
4.53
|
%
|
|||
March 25, 2019
|
|
September 25, 2018
|
|
6,396
|
|
|
6,396
|
|
|
8,376
|
|
|
131
|
%
|
|
4.34
|
%
|
|||
March 25, 2019
|
|
September 25, 2018
|
|
7,020
|
|
|
7,020
|
|
|
10,024
|
|
|
143
|
%
|
|
4.49
|
%
|
|||
March 28, 2019
|
|
September 28, 2018
|
|
12,539
|
|
|
12,539
|
|
|
15,846
|
|
|
126
|
%
|
|
4.40
|
%
|
|||
April 25, 2019
|
|
October 26, 2018
|
|
10,549
|
|
|
10,549
|
|
|
15,145
|
|
|
144
|
%
|
|
4.85
|
%
|
|||
April 25, 2019
|
|
October 26, 2018
|
|
5,865
|
|
|
5,865
|
|
|
7,580
|
|
|
129
|
%
|
|
4.65
|
%
|
|||
May 8, 2019
|
|
November 8, 2018
|
|
18,226
|
|
|
18,226
|
|
|
26,036
|
|
|
143
|
%
|
|
4.74
|
%
|
|||
May 8, 2019
|
|
November 8, 2018
|
|
10,933
|
|
|
10,933
|
|
|
15,618
|
|
|
143
|
%
|
|
4.84
|
%
|
|||
June 6, 2019
|
|
December 6, 2018
|
|
44,224
|
|
|
44,224
|
|
|
58,965
|
|
|
133
|
%
|
|
4.65
|
%
|
|||
June 6, 2019
|
|
December 6, 2018
|
|
3,786
|
|
|
3,786
|
|
|
5,408
|
|
|
143
|
%
|
|
4.80
|
%
|
|||
June 7, 2019
|
|
December 7, 2018
|
|
50,294
|
|
|
50,294
|
|
|
66,747
|
|
|
133
|
%
|
|
4.47
|
%
|
|||
June 21, 2019
|
|
December 21, 2018
|
|
32,393
|
|
|
32,393
|
|
|
43,390
|
|
|
134
|
%
|
|
4.62
|
%
|
|||
June 21, 2019
|
|
December 21, 2018
|
|
2,771
|
|
|
2,771
|
|
|
4,050
|
|
|
146
|
%
|
|
4.77
|
%
|
|||
June 28, 2019
|
|
December 28, 2018
|
|
8,860
|
|
|
8,860
|
|
|
13,275
|
|
|
150
|
%
|
|
4.64
|
%
|
|||
July 12, 2019
|
|
July 15, 2016
|
|
250,000
|
|
|
195,644
|
|
|
258,144
|
|
|
132
|
%
|
|
5.00
|
%
|
|||
September 24, 2019
|
|
September 25, 2018
|
|
400,000
|
|
|
102,311
|
|
|
114,852
|
|
|
112
|
%
|
|
4.89
|
%
|
|||
Totals
|
|
|
|
$
|
886,134
|
|
|
$
|
534,089
|
|
|
$
|
693,464
|
|
|
130
|
%
|
|
4.80
|
%
|
|
|
|
|
|
|
|
December 31, 2017
|
|||||||||||||
Maturity Date
|
|
Origination date
|
|
Maximum
Borrowing Capacity |
|
Amount
Outstanding |
|
Amount of
Collateral |
|
Percentage of Collateral Coverage
|
|
Interest Rate
|
||||||||
April 30, 2018
|
|
October 31, 2017
|
|
$
|
10,601
|
|
|
$
|
10,601
|
|
|
$
|
15,145
|
|
|
143
|
%
|
|
3.66
|
%
|
May 8, 2018
|
|
November 8, 2017
|
|
15,227
|
|
|
15,227
|
|
|
21,754
|
|
|
143
|
%
|
|
3.69
|
%
|
|||
June 7, 2018
|
|
December 7, 2017
|
|
66,678
|
|
|
66,678
|
|
|
88,904
|
|
|
133
|
%
|
|
3.59
|
%
|
|||
November 21, 2018
|
|
November 22, 2017
|
|
200,000
|
|
|
3,775
|
|
|
8,215
|
|
|
218
|
%
|
|
4.79
|
%
|
|||
July 12, 2019
|
|
July 15, 2016
|
|
250,000
|
|
|
180,104
|
|
|
234,724
|
|
|
130
|
%
|
|
4.03
|
%
|
|||
Totals
|
|
|
|
$
|
542,506
|
|
|
$
|
276,385
|
|
|
$
|
368,742
|
|
|
133
|
%
|
|
3.91
|
%
|
|
|
Gross amounts not offset in balance sheet
|
||||||
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Gross amount of recognized liabilities
|
|
$
|
534,089
|
|
|
$
|
276,385
|
|
Gross amount pledged as collateral
|
|
693,464
|
|
|
368,742
|
|
||
Net amount
|
|
$
|
159,375
|
|
|
$
|
92,357
|
|
Issuing Trust/Issue Date
|
|
Interest Rate Step-up Date
|
|
Security
|
|
Original Principal
|
|
Interest Rate
|
Ajax Mortgage Loan Trust 2016-C/ October 2016
|
|
October 25, 2019
|
|
Class A notes due 2057
|
|
$102.6 million
|
|
4.00
|
%
|
|
|
April 25, 2020
|
|
Class B-1 notes due 2057(1,4)
|
|
$7.9 million
|
|
5.25
|
%
|
|
|
None
|
|
Class B-2 notes due 2057(1,4)
|
|
$7.9 million
|
|
5.25
|
%
|
|
|
|
|
Trust certificates(2)
|
|
$39.4 million
|
|
—
|
%
|
|
|
|
|
Deferred issuance costs
|
|
$(1.6) million
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
Ajax Mortgage Loan Trust 2017-A/ May 2017
|
|
May 25, 2020
|
|
Class A notes due 2057
|
|
$140.7 million
|
|
3.47
|
%
|
|
|
November 25, 2020
|
|
Class B-1 notes due 2057(1)
|
|
$15.1 million
|
|
5.25
|
%
|
|
|
None
|
|
Class B-2 notes due 2057(1)
|
|
$10.8 million
|
|
5.25
|
%
|
|
|
|
|
Trust certificates(2)
|
|
$49.8 million
|
|
—
|
%
|
|
|
|
|
Deferred issuance costs
|
|
$(2.0) million
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
Ajax Mortgage Loan Trust 2017-B/ December 2017
|
|
None
|
|
Class A notes due 2056
|
|
$115.8 million
|
|
3.16
|
%
|
|
|
None
|
|
Class M-1 notes due 2056(3)
|
|
$9.7 million
|
|
3.50
|
%
|
|
|
None
|
|
Class M-2 notes due 2056(3)
|
|
$9.5 million
|
|
3.50
|
%
|
|
|
None
|
|
Class B-1 notes due 2056(1)
|
|
$9.0 million
|
|
3.75
|
%
|
|
|
None
|
|
Class B-2 notes due 2056(1)
|
|
$7.5 million
|
|
3.75
|
%
|
|
|
|
|
Trust certificates(2)
|
|
$14.3 million
|
|
—
|
%
|
|
|
|
|
Deferred issuance costs
|
|
$(1.8) million
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
Ajax Mortgage Loan Trust 2017-C/ November 2017
|
|
November 25, 2021
|
|
Class A notes due 2060
|
|
$130.2 million
|
|
3.75
|
%
|
|
|
May 25, 2022
|
|
Class B-1 notes due 2060(1)
|
|
$13.0 million
|
|
5.25
|
%
|
|
|
|
|
Trust certificates(2)
|
|
$42.8 million
|
|
—
|
%
|
|
|
|
|
Deferred issuance costs
|
|
$(1.7) million
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
Ajax Mortgage Loan Trust 2017-D/ December 2017
|
|
April 25, 2021
|
|
Class A notes due 2057(5)
|
|
$177.8 million
|
|
3.75
|
%
|
|
|
None
|
|
Class B certificates (5)
|
|
$44.5 million
|
|
—
|
%
|
|
|
|
|
Deferred issuance costs
|
|
$(1.1) million
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
Ajax Mortgage Loan Trust 2018-C/ September 2018
|
|
October 25, 2021
|
|
Class A notes due 2065(6)
|
|
$170.5 million
|
|
4.36
|
%
|
|
|
April 25, 2022
|
|
Class B notes due 2065(6)
|
|
$15.9 million
|
|
5.25
|
%
|
|
|
|
|
Trust certificates(6)
|
|
$40.9 million
|
|
—
|
%
|
|
|
|
|
Deferred issuance costs
|
|
$(2.0) million
|
|
—
|
%
|
|
(1)
|
The Class B notes are subordinate, sequential pay, fixed rate notes with Class B-2 notes subordinate to the Class B-1 notes. The Company has retained the Class B notes.
|
(2)
|
The trust certificates issued by the trusts and the beneficial ownership of the trusts are retained by Great Ajax Funding LLC as the depositor. As the holder of the trust certificates, we are entitled to receive any remaining amounts in the trusts after the Class A notes, Class M notes, where present, and Class B notes have been paid in full.
|
(3)
|
The Class M notes are subordinate, sequential pay, fixed rate notes with Class M-2 notes subordinate to the Class M-1 notes. The Company has retained the Class M notes.
|
(4)
|
These securities are encumbered under a repurchase agreement.
|
(5)
|
AJAXM 2017-D is a joint venture in which a third party owns
50%
of the Class A notes and
50%
of the Class B certificates. The Company is required to consolidate 2017-D under GAAP and are reflecting
100%
of the mortgage loans, in Mortgage loans, net.
50%
of the Class A notes, which are held by the third party, are included in Secured borrowings, net and
50%
of the Class B-1 certificates are recognized as Non-controlling interest.
|
(6)
|
AJAXM 2018-C is a joint venture in which a third party owns
95%
of the Class A notes and
37%
of the Class B notes and certificates. The Company is required to consolidate 2018-C under GAAP and is reflecting
100%
of the mortgage loans, in Mortgage loans, net.
95%
of the Class A notes and
37%
of
|
|
|
Balances at December 31, 2018
|
|
Balances at December 31, 2017
|
|
Original balances at
securitization cutoff date |
||||||||||||||||||||||||
Class of Notes
|
|
Carrying value of mortgages
|
|
Bond principal balance
|
|
Percentage of collateral coverage
|
|
Carrying value of mortgages
|
|
Bond principal balance
|
|
Percentage of collateral coverage
|
|
Mortgage UPB
|
|
Bond principal balance
|
||||||||||||||
2016-A
|
|
$
|
1,195
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
110,585
|
|
|
$
|
82,556
|
|
|
134
|
%
|
|
$
|
158,485
|
|
|
$
|
101,431
|
|
2016-B
|
|
1,127
|
|
|
—
|
|
|
—
|
%
|
|
93,772
|
|
|
71,361
|
|
|
131
|
%
|
|
131,746
|
|
(1)
|
84,430
|
|
||||||
2016-C
|
|
102,563
|
|
|
69,692
|
|
|
147
|
%
|
|
116,357
|
|
|
88,400
|
|
|
132
|
%
|
|
157,808
|
|
|
102,575
|
|
||||||
2017-A
|
|
157,033
|
|
|
102,755
|
|
|
153
|
%
|
|
170,805
|
|
|
126,507
|
|
|
135
|
%
|
|
216,413
|
|
|
140,669
|
|
||||||
2017-B
|
|
132,902
|
|
|
99,857
|
|
|
133
|
%
|
|
143,799
|
|
|
115,846
|
|
|
124
|
%
|
|
165,850
|
|
|
115,846
|
|
||||||
2017-C
|
|
146,938
|
|
|
109,616
|
|
|
134
|
%
|
|
157,015
|
|
|
129,191
|
|
|
122
|
%
|
|
185,942
|
|
|
130,159
|
|
||||||
2017-D
|
|
163,791
|
|
|
69,528
|
|
(4)
|
236
|
%
|
|
203,870
|
|
|
88,903
|
|
(4)
|
229
|
%
|
|
203,870
|
|
(2)
|
88,903
|
|
||||||
2018-C
|
|
194,606
|
|
|
165,051
|
|
(5)
|
118
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
222,181
|
|
(3)
|
167,910
|
|
||||||
|
|
$
|
900,155
|
|
|
$
|
616,499
|
|
(6)
|
146
|
%
|
|
$
|
996,203
|
|
|
$
|
702,764
|
|
(6)
|
142
|
%
|
|
$
|
1,442,295
|
|
|
$
|
931,923
|
|
|
(1)
|
Includes
$1.9 million
of cash collateral.
|
(2)
|
Includes
$26.7 million
of cash collateral intended for use in the acquisition of additional mortgage loans.
|
(3)
|
Includes
$45.5 million
of cash collateral intended for use in the acquisition of additional mortgage loans.
|
(4)
|
The gross amount of senior bonds at
December 31, 2018
and
December 31, 2017
were
$139.0 million
and
$177.8 million
, however, only
$69.5 million
and
$88.9 million
are reflected in Secured borrowings as the remainder is owned by the Company, respectively.
|
(5)
|
2018-C contains notes held by third party institutional investors for senior bonds and class B bonds. The gross amount of senior and class B bonds at
December 31, 2018
were
$167.5 million
and
$15.9 million
, however, only
$159.2 million
and
$5.9 million
are reflected in Secured borrowings as the remainder is owned by the Company, respectively.
|
(6)
|
This represents the gross amount of Secured borrowings and excludes the impact of deferred issuance costs of
$6.3 million
and
$8.8 million
as of
December 31, 2018
and
December 31, 2017
, respectively.
|
|
|
For the year ended December 31, 2018
|
||||||
|
|
Consolidated Statement of Income location
|
|
Counterparty
|
|
Amount
|
||
Loan servicing fees
|
|
Related party expense – loan servicing fees
|
|
Gregory
|
|
$
|
10,148
|
|
Management fee
|
|
Related party expense – management fee
|
|
Thetis
|
|
$
|
6,025
|
|
Interest income
|
|
Interest income
|
|
Various securitization trusts
|
|
$
|
1,967
|
|
Income from equity investment
|
|
Income from investments in affiliates
|
|
Thetis
|
|
$
|
436
|
|
Due diligence and related loan acquisition costs
|
|
Loan transaction expense
|
|
Gregory
|
|
$
|
99
|
|
Income from equity investment
|
|
Income from investments in affiliates
|
|
Great Ajax FS
|
|
$
|
90
|
|
Expense reimbursements
|
|
Other fees and expenses
|
|
Gregory
|
|
$
|
40
|
|
|
|
For the year ended December 31, 2017
|
||||||
|
|
Consolidated Statement of Income location
|
|
Counterparty
|
|
Amount
|
||
Loan servicing fees
|
|
Related party expense – loan servicing fees
|
|
Gregory
|
|
$
|
8,245
|
|
Management fee
|
|
Related party expense – management fee
|
|
Thetis
|
|
$
|
5,340
|
|
Due diligence and related loan acquisition costs
|
|
Loan transaction expense
|
|
Gregory
|
|
$
|
101
|
|
Expense reimbursements
|
|
Other fees and expenses
|
|
Gregory
|
|
$
|
80
|
|
Expense reimbursements
|
|
Other fees and expenses
|
|
Thetis
|
|
$
|
4
|
|
|
|
For the year ended December 31, 2016
|
||||||
|
|
Consolidated Statement of Income location
|
|
Counterparty
|
|
Amount
|
||
Loan servicing fees
|
|
Related party expense – loan servicing fees
|
|
Gregory
|
|
$
|
6,083
|
|
Management fee
|
|
Related party expense – management fee
|
|
Thetis
|
|
$
|
3,949
|
|
Due diligence and related loan acquisition costs
|
|
Loan transaction expense
|
|
Gregory
|
|
$
|
100
|
|
Expense reimbursements
|
|
Professional fees
|
|
Gregory
|
|
$
|
67
|
|
Expense reimbursements
|
|
Other fees
|
|
Thetis
|
|
$
|
28
|
|
|
|
As of December 31, 2018
|
||||||
|
|
Consolidated Balance Sheet location
|
|
Counterparty
|
|
Amount
|
||
Receivables from Servicer
|
|
Receivable from Servicer
|
|
Gregory
|
|
$
|
14,587
|
|
Management fee payable
|
|
Management fee payable
|
|
Thetis
|
|
$
|
881
|
|
Expense reimbursements
|
|
Accrued expenses and other liabilities
|
|
Thetis
|
|
$
|
16
|
|
Expense reimbursements receivable
|
|
Prepaid expenses and other assets
|
|
Gregory
|
|
$
|
11
|
|
Expense reimbursement receivable
|
|
Prepaid expenses and other assets
|
|
2018-A
|
|
$
|
2
|
|
Expense reimbursement receivable
|
|
Prepaid expenses and other assets
|
|
2018-B
|
|
$
|
2
|
|
|
|
As of December 31, 2017
|
||||||
|
|
Consolidated Balance Sheet location
|
|
Counterparty
|
|
Amount
|
||
Receivables from Servicer
|
|
Receivable from Servicer
|
|
Gregory
|
|
$
|
17,005
|
|
Management fee payable
|
|
Management fee payable
|
|
Thetis
|
|
$
|
750
|
|
Servicing fees payable
|
|
Accrued expenses and other liabilities
|
|
Gregory
|
|
$
|
217
|
|
Expense reimbursement receivable
|
|
Prepaid expenses and other assets
|
|
Thetis
|
|
$
|
—
|
|
|
For the year ended December 31,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Number
of shares
|
|
Amount of
expense
recognized
(1)
|
|
Number
of shares
|
|
Amount of
expense
recognized
(1)
|
|
Number
of shares
|
|
Amount of
expense
recognized
(1)
|
|||||||||
Management fees
|
200,405
|
|
|
$
|
2,813
|
|
|
150,652
|
|
|
$
|
2,335
|
|
|
70,957
|
|
|
$
|
1,068
|
|
Independent director fees
|
9,628
|
|
|
—
|
|
|
9,708
|
|
|
150
|
|
|
6,648
|
|
|
100
|
|
|||
|
210,033
|
|
|
$
|
2,813
|
|
|
160,360
|
|
|
$
|
2,485
|
|
|
77,605
|
|
|
$
|
1,168
|
|
|
(1)
|
All management fees and independent director fees are fully expensed in the period in which the underlying expense is incurred.
|
|
|
Total Grants
|
|
Activity
|
|
Non-vested shares at December 31, 2018
|
|
Fully-vested shares at December 31, 2018
|
||||||||||||||||||||
Year ended December 31, 2018
|
|
Total
shares granted |
|
Total
expected cost of grant |
|
Shares
granted during the year |
|
Grant
expense recognized for the year |
|
Shares
|
|
Per share
grant fair value |
|
Shares
|
|
Per share grant date fair value
|
||||||||||||
Directors’ Grants
(1)
|
|
12,000
|
|
|
$
|
162
|
|
|
12,000
|
|
|
$
|
148
|
|
|
6,000
|
|
|
$
|
13.48
|
|
|
6,000
|
|
|
$
|
13.48
|
|
Employee and Service Provider Grant, granted 2016
(2,5)
|
|
146,334
|
|
|
1,976
|
|
|
—
|
|
|
629
|
|
|
47,889
|
|
|
13.50
|
|
|
98,445
|
|
|
13.50
|
|
||||
Employee and Service Provider Grant, granted 2017
(3)
|
|
39,000
|
|
|
544
|
|
|
—
|
|
|
180
|
|
|
26,000
|
|
|
13.95
|
|
|
13,000
|
|
|
13.95
|
|
||||
Employee and Service Provider Grant, granted 2018
(4)
|
|
36,500
|
|
|
496
|
|
|
36,500
|
|
|
69
|
|
|
36,500
|
|
|
13.58
|
|
|
—
|
|
|
—
|
|
||||
Totals
|
|
233,834
|
|
|
$
|
3,178
|
|
|
48,500
|
|
|
$
|
1,026
|
|
|
116,389
|
|
|
$
|
13.62
|
|
|
117,445
|
|
|
$
|
13.55
|
|
|
(1)
|
Half of the
12,000
shares granted vest immediately while the remaining shares vest ratably over a
one
-year from grant date. Weighted average remaining life of unvested shares at
December 31, 2018
is
0.2 years
|
(2)
|
Vesting is ratable over
three
-year period from grant date. Weighted average remaining life of grant at
December 31, 2018
is
0.6 years
.
|
(3)
|
Vesting is ratable over
three
-year period from grant date. Weighted average remaining life of grant at
December 31, 2018
is
1.6 years
.
|
(4)
|
Vesting is ratable over
three
-year period from grant date. Weighted average remaining life of grant at
December 31, 2018
is
2.6 years
.
|
(5)
|
Total is shown net of 2017 forfeitures of
4,000
shares and 2018 forfeitures of
2,666
.
|
|
|
Total Grants
|
|
Activity
|
|
Non-vested shares at December 31, 2017
|
|
Fully-vested shares at December 31, 2017
|
||||||||||||||||||||
Year ended December 31, 2017
|
|
Total
shares granted |
|
Total
expected cost of grant |
|
Shares
granted during the year |
|
Grant
expense recognized for the year |
|
Shares
|
|
Per share
grant fair value |
|
Shares
|
|
Per share grant date fair value
|
||||||||||||
Directors’ Grants
(1)
|
|
10,000
|
|
|
$
|
146
|
|
|
—
|
|
|
$
|
14
|
|
|
—
|
|
|
$
|
—
|
|
|
10,000
|
|
|
$
|
14.61
|
|
Employee and Service Provider Grant, granted 2016
(2,4)
|
|
149,000
|
|
|
2,027
|
|
|
—
|
|
|
675
|
|
|
99,333
|
|
|
13.50
|
|
|
49,667
|
|
|
13.50
|
|
||||
Employee and Service Provider Grant, granted 2017
(3)
|
|
39,000
|
|
|
542
|
|
|
39,000
|
|
|
76
|
|
|
39,000
|
|
|
13.95
|
|
|
—
|
|
|
—
|
|
||||
Totals
|
|
198,000
|
|
|
$
|
2,715
|
|
|
39,000
|
|
|
$
|
765
|
|
|
138,333
|
|
|
$
|
13.83
|
|
|
59,667
|
|
|
$
|
13.69
|
|
|
(1)
|
Vesting period is
one
year from grant date. Grant is fully vested at
December 31, 2017
.
|
(2)
|
Vesting is ratable over
three
-year period from grant date. Weighted average remaining life of grant at
December 31, 2017
is
1.6 years
.
|
(3)
|
Vesting is ratable over
three
-year period from grant date. Weighted average remaining life of grant at
December 31, 2017
is
2.6 years
.
|
(4)
|
Total is shown net of 2017 forfeitures of
4,000
shares.
|
|
|
Total Grants
|
|
Activity
|
|
Non-vested shares at December 31, 2016
|
|
Fully-vested shares at December 31, 2016
|
||||||||||||||||||||
Year ended December 31, 2016
|
|
Total
shares granted |
|
Total
expected cost of grant |
|
Shares
granted during the year |
|
Grant
expense recognized for the year |
|
Shares
|
|
Per share
grant fair value |
|
Shares
|
|
Weighted
average grant date fair value |
||||||||||||
Directors’ Grants
(1)
|
|
10,000
|
|
|
$
|
146
|
|
|
2,000
|
|
|
$
|
16
|
|
|
2,000
|
|
|
$
|
13.79
|
|
|
8,000
|
|
|
$
|
13.79
|
|
Employee and Service Provider Grant, granted 2016
(2)
|
|
153,000
|
|
|
2,053
|
|
|
153,000
|
|
|
278
|
|
|
153,000
|
|
|
13.50
|
|
|
—
|
|
|
—
|
|
||||
Totals
|
|
163,000
|
|
|
$
|
2,199
|
|
|
155,000
|
|
|
$
|
294
|
|
|
155,000
|
|
|
$
|
13.50
|
|
|
8,000
|
|
|
$
|
13.79
|
|
|
(1)
|
Vesting period is
one
year from grant date. Weighted average remaining life of grant at
December 31, 2016
is
0.5 years
|
(2)
|
Vesting is ratable over
three
-year period from grant date. Weighted average remaining life of grant at
December 31, 2016
is
2.6 years
.
|
|
For the year ended December 31, 2018
|
|||||||||
|
Income
(Numerator) |
|
Shares
(Denominator) |
|
Per Share
Amount |
|||||
Basic EPS
|
|
|
|
|
|
|||||
Consolidated net income attributable to common stockholders
|
$
|
28,340
|
|
|
18,642,526
|
|
|
|
|
|
Allocation of earnings to participating restricted shares
|
(307
|
)
|
|
—
|
|
|
|
|
||
Consolidated net income attributable to unrestricted common stockholders
|
$
|
28,033
|
|
|
18,642,526
|
|
|
$
|
1.50
|
|
Effect of dilutive securities
1
|
|
|
|
|
|
|||||
Interest expense (add back) and assumed conversion of shares from convertible senior notes
|
8,786
|
|
|
7,188,020
|
|
|
|
|||
Diluted EPS
|
|
|
|
|
|
|||||
Consolidated net income attributable to common stockholders and dilutive securities
|
$
|
36,819
|
|
|
25,830,546
|
|
|
$
|
1.43
|
|
|
(1)
|
The effect of operating partnership units, restricted stock grants and Manager and director fee shares on the Company's Diluted EPS calculation for 2018 would have been anti-dilutive, accordingly the effect of these securities have been removed from the Diluted EPS calculation for the year ended December 31, 2018.
|
|
For the year ended December 31, 2017
|
|||||||||
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
|||||
Basic EPS
|
|
|
|
|
|
|||||
Consolidated net income attributable to common stockholders
|
$
|
28,927
|
|
|
18,074,143
|
|
|
|
||
Allocation of earnings to participating restricted shares
|
(321
|
)
|
|
—
|
|
|
|
|||
Consolidated net income attributable to unrestricted common stockholders
|
$
|
28,606
|
|
|
18,074,143
|
|
|
$
|
1.58
|
|
Effect of dilutive securities
|
|
|
|
|
|
|||||
Operating Partnership units
|
998
|
|
|
624,106
|
|
|
|
|||
Restricted stock grants and Manager and director fee shares
|
321
|
|
|
203,083
|
|
|
|
|||
Interest expense (add back) and assumed conversion of shares from convertible senior notes
|
5,289
|
|
|
4,417,189
|
|
|
|
|||
Diluted EPS
|
|
|
|
|
|
|||||
Consolidated net income attributable to common stockholders and dilutive securities
|
$
|
35,214
|
|
|
23,318,521
|
|
|
$
|
1.51
|
|
|
For the year ended December 31, 2016
|
|||||||||
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
|||||
Basic EPS
|
|
|
|
|
|
|||||
Consolidated net income attributable to common stockholders
|
$
|
27,836
|
|
|
16,742,882
|
|
|
|
||
Allocation of earnings to participating restricted shares
|
(140
|
)
|
|
—
|
|
|
|
|||
Consolidated net income attributable to unrestricted common stockholders
|
$
|
27,696
|
|
|
16,742,882
|
|
|
$
|
1.65
|
|
Effect of dilutive securities
|
|
|
|
|
|
|||||
Operating Partnership units
|
1,038
|
|
|
624,106
|
|
|
|
|||
Restricted stock grants and Manager and director fee shares
|
140
|
|
|
84,919
|
|
|
|
|||
Diluted EPS
|
|
|
|
|
|
|||||
Consolidated net income attributable to common stockholders and dilutive securities
|
$
|
28,874
|
|
|
17,451,907
|
|
|
$
|
1.65
|
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Investment in securities:
|
|
|
|
|
|
|
||||||
Unrealized gains
|
|
$
|
506
|
|
|
$
|
9
|
|
|
$
|
—
|
|
Unrealized losses
|
|
(1,081
|
)
|
|
(242
|
)
|
|
—
|
|
|||
Income tax related to items of other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Accumulated other comprehensive income (loss)
|
|
$
|
(575
|
)
|
|
$
|
(233
|
)
|
|
$
|
—
|
|
For the year ended December 31, 2018
|
|
First
quarter
|
|
Second
quarter
|
|
Third
quarter
|
|
Fourth
quarter
|
||||||||
Total income
|
|
$
|
14,743
|
|
|
$
|
14,777
|
|
|
$
|
14,750
|
|
|
$
|
13,894
|
|
Income before provision for income tax
|
|
$
|
8,338
|
|
|
$
|
8,215
|
|
|
$
|
7,579
|
|
|
$
|
7,269
|
|
Net income attributable to common stockholders
|
|
$
|
7,665
|
|
|
$
|
7,521
|
|
|
$
|
6,558
|
|
|
$
|
6,596
|
|
Basic earnings common share
|
|
$
|
0.41
|
|
|
$
|
0.40
|
|
|
$
|
0.35
|
|
|
$
|
0.35
|
|
Diluted earnings per common share
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
For the year ended December 31, 2017
|
|
First
quarter
|
|
Second
quarter
|
|
Third
quarter
|
|
Fourth
quarter
|
||||||||
Total income
|
|
$
|
13,667
|
|
|
$
|
13,105
|
|
|
$
|
14,226
|
|
|
$
|
13,797
|
|
Income before provision for income tax
|
|
$
|
8,699
|
|
|
$
|
7,150
|
|
|
$
|
7,763
|
|
|
$
|
6,673
|
|
Net income attributable to common stockholders
|
|
$
|
8,409
|
|
|
$
|
6,864
|
|
|
$
|
7,470
|
|
|
$
|
6,184
|
|
Basic earnings common share
|
|
$
|
0.46
|
|
|
$
|
0.38
|
|
|
$
|
0.41
|
|
|
$
|
0.34
|
|
Diluted earnings per common share
|
|
$
|
0.46
|
|
|
$
|
0.36
|
|
|
$
|
0.38
|
|
|
$
|
0.33
|
|
Description
(face value of loan)
|
|
Loan
Count
|
|
Interest rate
|
|
Maturity
|
|
Carrying
amount of
mortgages
(1)
|
|
Principal
amount subject
to delinquent
principal and
interest
|
|
Amount of
balloon
payments at
maturity
|
|||||||
$0 – 49,999
|
|
649
|
|
|
0.00% - 13.50%
|
|
08/13/2008 – 06/01/2057
|
|
$
|
18,602
|
|
|
$
|
9,637
|
|
|
$
|
1,922
|
|
$50,000 – 99,999
|
|
1,351
|
|
|
0.00% - 15.00%
|
|
09/01/2009 – 08/01/2059
|
|
94,632
|
|
|
47,890
|
|
|
6,303
|
|
|||
$100,000 – 149,999
|
|
1,449
|
|
|
0.00% - 17.00%
|
|
01/01/2019 – 08/01/2065
|
|
162,919
|
|
|
81,551
|
|
|
10,950
|
|
|||
$150,000 – 199,999
|
|
1,011
|
|
|
2.00% - 13.00%
|
|
03/01/2018 –08/01/2065
|
|
156,271
|
|
|
78,123
|
|
|
10,930
|
|
|||
$200,000 – 249,999
|
|
698
|
|
|
1.99% - 10.93%
|
|
02/15/2019 – 07/01/2064
|
|
137,084
|
|
|
75,812
|
|
|
12,529
|
|
|||
$250,000+
|
|
1,953
|
|
|
0.00% - 12.00%
|
|
09/01/2016 –05/01/2066
|
|
741,365
|
|
|
340,154
|
|
|
114,493
|
|
|||
Total
|
|
7,111
|
|
|
|
|
|
|
$
|
1,310,873
|
|
|
$
|
633,167
|
|
|
$
|
157,127
|
|
|
(1)
|
The aggregate cost for federal income tax purposes is
$1,244.8 million
as of
December 31, 2018
.
|
Mortgage loans
|
|
January 1, 2018
through December 31, 2018 |
||
Beginning carrying value
|
|
$
|
1,253,541
|
|
Mortgage loan portfolio acquisitions, net cost basis
|
|
165,021
|
|
|
Mortgage loan portfolio commercial originations
|
|
6,290
|
|
|
Draws on SBC loans
|
|
267
|
|
|
Accretion recognized
|
|
103,740
|
|
|
Payments received, net
|
|
(201,567
|
)
|
|
Reclassifications to REO
|
|
(15,072
|
)
|
|
Interim payoffs
|
|
(530
|
)
|
|
Allowance for loan losses
|
|
(1,164
|
)
|
|
Other
|
|
347
|
|
|
Ending carrying value
|
|
$
|
1,310,873
|
|
GREAT AJAX CORP.
|
|
By:
/s/ Lawrence Mendelsohn
|
Name: Lawrence Mendelsohn
|
Title: Chief Executive Officer
|
|
GREAT AJAX OPERATING PAERTNERSHIP, LP
|
|
Great Ajax Operating LLC,
|
general partner
|
|
By: Great Ajax Corp.,
|
managing member
|
|
By:
/s/ Lawrence Mendelsohn
|
Name: Lawrence Mendelsohn
|
Title: Chief Executive Officer
|
|
THETIS ASSET MANAGEMENT LLC
|
|
By:
/s/ Lawrence Mendelsohn
|
Name: Lawrence Mendelsohn, Manager
|
•
|
Corporate Accounting
|
•
|
Accounting Services and Reporting
|
•
|
Accounts Payables
|
•
|
Accounts Receivables
|
•
|
Corporate Secretary Support
|
•
|
Financial Reporting
|
•
|
Payroll Services
|
•
|
Tax
|
•
|
Treasury
|
•
|
Internal Audit
|
•
|
Benefits Administration
|
•
|
Employee and Contractor On-boarding
|
•
|
Employee Engagement
|
•
|
HR Administration
|
•
|
HR Strategy and Consulting
|
•
|
HRIS Administration and Reporting
|
•
|
Performance Management Platforms
|
•
|
Personnel Files
|
•
|
Recruiting
|
•
|
Salary Administration
|
•
|
Training and Compliance Support
|
•
|
Contract Review Services
|
•
|
Corporate Governance Services
|
•
|
Intellectual Property Maintenance Services
|
•
|
License Maintenance Services
|
•
|
Litigation Management
|
•
|
Regulatory Compliance Services
|
•
|
Maintaining compliance with exclusion and exemption from regulation as an investment company under the Investment Company Act of 1940, as amended, applicable to Ajax, the Operating
|
•
|
Internal Audit
|
•
|
SOX Compliance and SAS 70
|
•
|
Business Continuity and Disaster Recovery Planning
|
•
|
Information Security
|
•
|
Loan Quality
|
•
|
Quality Assurance
|
•
|
Risk Management
|
•
|
Facilities Management
|
•
|
Mailroom Support
|
•
|
Physical Security
|
•
|
Travel Services
|
•
|
Contract Negotiation
|
•
|
Vendor Compliance
|
•
|
Vendor Management Services
|
•
|
Insurance Risk Management
|
•
|
Evaluating and recommending to the Ajax Board of Directors hedging strategies and engaging in hedging activities on Ajax’s behalf, consistent with Ajax’s qualification as a REIT
|
•
|
Counseling Ajax regarding the maintenance of Ajax’s qualification as a REIT and monitoring compliance with the various REIT qualification tests and other rules set out in the Code and Treasury Regulations thereunder and using commercially reasonable efforts
|
•
|
Causing Ajax to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures and systems, internal controls and other compliance procedures and testing systems with respect to financial reporting obligations and compliance with the provisions of the Code applicable to REITs and, if applicable, taxable REIT subsidiaries, and to conduct quarterly compliance reviews with respect thereto
|
•
|
Assisting Ajax in taking all necessary action to enable Ajax to make required tax filings and reports, including soliciting information from stockholders to the extent required by the provisions of the Code applicable to REITs
|
•
|
Capital Markets
|
•
|
Modeling
|
•
|
Quantitative Analytics
|
•
|
General Business Consulting
|
(ii)
|
subject to the following sentence and section 8(g) of this Agreement, Employer shall pay Executive an amount equal to one (1) year of her annual base salary at the time of termination, to be paid in a lump sum within sixty (60) days following the effective date of termination.
|
/s/ Mary Doyle
|
Mary Doyle
|
|
ASPEN ML LLC
|
|
By:
/s/ Lawrence Mendelsohn
|
Name: Lawrence Mendelsohn
|
Title: Manager
|
|
|
GREAT AJAX CORP.
|
|
By:
/s/ Lawrence Mendelsohn
|
Name: Lawrence Mendelsohn
|
Title: Chairman and Chief Executive Officer
|
|
THETIS ASSET MANAGEMENT LLC
|
|
By:
/s/ Lawrence Mendelsohn
|
Name: Lawrence Mendelsohn
|
Title: Manager
|
|
GREGORY FUNDING LLC
|
|
By:
/s/ Russell Schaub
|
Name: Russell Schaub
|
Title: President
|
|
Subsidiary
|
Jurisdiction of Incorporation of Formation
|
Great Ajax Operating LLC
|
Delaware
|
Great Ajax Operating Partnership L.P.
|
Delaware
|
GA-TRS LLC
|
Delaware
|
Great Ajax Funding LLC
|
Delaware
|
GAJX Real Estate LLC
|
Delaware
|
AJX Mortgage Trust I
|
Delaware
|
AJX Mortgage Trust II
|
Delaware
|
•
|
Registration Statement on Form S-3 (No. 333-219923)
|
•
|
Registration Statement on Form S-8 (No. 333-212652)
|
•
|
Registration Statement on Form S-3D (No. 333-211219)
|
•
|
Registration Statement on Form S-3 (No. 333-209513)
|
1.
|
I have reviewed this Annual Report on Form 10‑K of Great Ajax Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Lawrence Mendelsohn
|
Lawrence Mendelsohn
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10‑K of Great Ajax Corp.;
|
1.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
2.
|
Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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3.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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4.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Mary Doyle
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Mary Doyle
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Chief Financial Officer
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/s/ Lawrence Mendelsohn
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Lawrence Mendelsohn
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Chief Executive Officer
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/s/ Mary Doyle
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Mary Doyle
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Chief Financial Officer
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