UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 3, 2020

GREAT AJAX CORP.
(Exact name of registrant as specified in charter)

Maryland
001 36844
47 1271842
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

9400 SW Beaverton—Hillsdale Hwy
Suite 131
Beaverton, OR 97005
(Address of principal executive offices)

Registrant’s telephone number, including area code:
503 505 5670

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbols Name of each exchange on which registered
Common stock, par value $0.01 per share AJX New York Stock Exchange
7.25% Convertible Senior Notes due 2024 AJXA New York Stock Exchange
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition

On March 3, 2020, Great Ajax Corp., a Maryland corporation (the “Company”), issued a press release regarding its financial results for the fourth quarter and year ended December 31, 2019 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is available on the Company’s website.

The information provided in Item 2.02 of this report, including Exhibit 99.1, shall be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 7.01.
Regulation FD Disclosure

On March 3, 2020, the Company will hold an investor conference call and webcast to discuss financial results for the fourth quarter and year ended December 31, 2019, including the Press Release and other matters relating to the Company.

The Company has also made available on its website presentation materials containing certain additional information relating to the Company and its financial results for the fourth quarter and year ended December 31, 2019 (the “Presentation Materials”). The Presentation Materials are furnished herewith as Exhibit 99.2, and are incorporated by reference in this Item 7.01. All information in Exhibit 99.2 is presented as of the particular date or dates referenced therein, and the Company does not undertake any obligation to, and disclaims any duty to, update any of the information provided.

The information provided in Item 7.01 of this report, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall the information or Exhibit 99.2 be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

Exhibit
Description
99.1 Press Release dated March 3, 2020
99.2 March 2020 Presentation Materials






EXHIBIT INDEX

Exhibit
Description
99.1
99.2





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GREAT AJAX CORP.
By: /s/ Mary Doyle
Name: Mary Doyle
Title: Chief Financial Officer

Dated: March 3, 2020



Exhibit 99.1 
LOGOA151.JPG
GREAT AJAX CORP. ANNOUNCES RESULTS FOR THE QUARTER
ENDED DECEMBER 31, 2019
 
Fourth Quarter Highlights

Formed joint ventures that acquired $309.1 million in unpaid principal balance (“UPB”) of mortgage loans with collateral values of $528.9 million and retained $60.3 million of varying classes of related securities issued by the joint ventures in December 2019
Purchased $6.2 million of re-performing mortgage loans ("RPLs") and $5.7 million of non-performing mortgage loans ("NPLs") with UPB of $6.9 million and $6.7 million, respectively, and underlying collateral values of $10.2 million and $9.2 million, respectively; and originated $0.6 million of small-balance commercial mortgage loans ("SBCs")
Interest income of $27.1 million; net interest income after provision for loan losses of $12.7 million
Overall cost of funds decreased approximately 18 basis points
Net income attributable to common stockholders of $6.7 million
Basic earnings per share (“EPS”) of $0.31
Taxable income of $0.14 per share
Book value per share of $15.80 at December 31, 2019
Collected total cash of $59.4 million, from loan payments, sales of real estate owned ("REO") and investments in debt securities and beneficial interests
Held $64.3 million of cash and cash equivalents at December 31, 2019; average daily cash balance for the quarter was $66.1 million
Completed a private capital raise transaction for Gaea Real Estate Corp. ("Gaea") through which Gaea raised $66.3 million in exchange for issuing shares of its common stock. We retained a 23.2% ownership interest in Gaea
At December 31, 2019, approximately 76% of our portfolio based on UPB had made at least the last 12 out of 12 payments

New York, NY—March 3, 2020 —Great Ajax Corp. (NYSE: AJX), a Maryland corporation that is a real estate investment trust, today announces its results of operations for the quarter ended December 31, 2019. We focus primarily on acquiring, investing in and managing a portfolio of RPLs secured by single-family residences and commercial properties and, to a lesser extent, NPLs. In addition to our continued focus on residential RPLs, we also originate and acquire SBCs secured by multi-family retail/residential and mixed use properties and acquire multi-family retail/residential and mixed use and commercial properties.
 



Selected Financial Results (Unaudited)
($ in thousands except per share amounts)
For the three months ended
December 31, 2019 September 30, 2019         June 30, 2019 March 31, 2019 December 31, 2018
Loan interest income(1,2,3)
$ 22,095    $ 23,866    $ 24,621    $ 26,557    $ 26,146   
Net interest income $ 13,229    $ 13,406    $ 12,689    $ 13,767    $ 13,439   
Earnings from debt securities and beneficial interests(4)
$ 4,203    $ 3,322    $ 3,140    $ 2,416    $ 1,155   
Total revenue, net(1,5,6)
$ 13,716    $ 15,316    $ 20,703    $ 15,184    $ 13,894   
Consolidated net income(1)
$ 7,119    $ 8,223    $ 13,626    $ 8,121    $ 7,307   
Net income per basic share $ 0.31    $ 0.39    $ 0.67    $ 0.39    $ 0.35   
Average equity(1)
$ 368,814    $ 348,521    $ 340,470    $ 336,050    $ 332,002   
Average total assets(1)
$ 1,556,054    $ 1,523,956    $ 1,559,729    $ 1,587,871    $ 1,525,759   
Average daily cash balance(7)
$ 66,072    $ 55,881    $ 48,907    $ 59,484    $ 68,926   
Average carrying value of RPLs(1,8)
$ 1,098,477    $ 1,121,100    $ 1,136,133    $ 1,230,512    $ 1,226,491   
Average carrying value of NPLs(1)
$ 31,973    $ 31,447    $ 35,213    $ 39,807    $ 41,438   
Average carrying value of SBC loans(8)
$ 25,002    $ 27,558    $ 28,075    $ 36,181    $ 35,372   
Average carrying value of debt securities and beneficial interests $ 245,701    $ 198,320    $ 192,129    $ 135,449    $ 72,535   
Average asset level debt balance(1,9)
$ 1,068,164    $ 1,057,536    $ 1,107,812    $ 1,127,673    $ 1,089,285   
____________________________________________________________

(1)Reflects the impact of consolidating the assets, liabilities and non-controlling interests of Ajax Mortgage Loan Trust 2017-D ("2017-D") and Ajax Mortgage Loan Trust 2018-C ("2018-C"), which are 50% and 37%, respectively, owned by third-party institutional investors.
(2)Loan interest income excludes interest income from debt securities and beneficial interests and bank account balances.
(3)Loan interest income for the quarters ended December 31, 2019, September 30, 2019, June 30, 2019, March 31, 2019 and December 31, 2018 is net of impairments of $0.6 million, $3 thousand, $0.1 million, $0.2 million and $0.8 million, respectively, on our loan pools.
(4)Interest income on investment in debt securities and beneficial interests issued by our joint ventures is net of servicing fees.
(5)Total revenue includes net interest income, income from equity method investments and other income.
(6)Total revenue for the quarter ended June 30, 2019 includes approximately $5.2 million net gain from an RPL sale, after adjusting for foregone interest income, reduced interest expense and other loan related expenses.
(7)Average daily cash balance includes cash and cash equivalents, and excludes cash held in trust.
(8)The average carrying value of RPLs and the average carrying value of SBCs has been recast for all prior periods to reflect all SBCs in the average carrying value of SBCs. Previously, certain SBCs acquired in accretable loan pools were included in RPLs.
(9)All quarters have been updated to reflect average asset level debt balance from total average debt balance.

Our consolidated net income attributable to common stockholders decreased $1.0 million for the quarter ended December 31, 2019 compared to the quarter ended September 30, 2019 primarily as a result of $0.6 million of impairments on our loan portfolio and lower income from equity method investments offset by lower operating expenses.

Net interest income decreased $0.2 million over the prior quarter primarily driven by a $0.6 million decrease in gross interest income, partially offset by a decrease in interest expense of $0.4 million. Loan interest income decreased $1.8 million during the quarter ended December 31, 2019 due primarily to a reduction in the average balance of our investments in mortgage loans as we increase our investments in our Joint Ventures, as interest income from our Joint Ventures is net of servicing fees. Additionally, we held a high daily cash balance of $66.1 million, and the weighted average yield on our loan portfolio declined as a result of extended durations for our loan portfolio as more borrowers transition from delinquent to current. As of December 31, 2019, approximately 76% of our loan portfolio have made at least the last 12 out of 12 payments, as compared to approximately 13% at the time of purchase.

Interest income from our investments in debt securities and beneficial interests increased by $0.9 million, driven by the increased average balance in our Joint Ventures and, by the recognition of a full quarter’s interest income on our 2019-E joint



venture securities, which was created in the third quarter. Our investments in debt securities and beneficial interests which were made in the fourth quarter were on our consolidated balance sheet for a weighted average of 16 days during the quarter and therefore provided minimal benefit to the fourth quarter's earnings.

Our overall cost of funds decreased approximately 18 basis points during the fourth quarter due to our issuance of AAA-rated bonds from our third rated securitization, Ajax Mortgage Loan Trust 2019-F, ("2019-F"), as well as from lower interest rates on our repurchase lines of credit. We expect this trend to continue as we experience decreases in par coupons on new securitized bond issuance, lower repurchase facility costs on loans and Joint Venture interests and decreases in LIBOR and swap spreads.

Our operating expenses for the fourth quarter decreased from the third quarter primarily due to the incentive fee we paid to our Manager, Thetis Asset Management LLC, in the third quarter. We paid no incentive fee to our Manager in the fourth quarter. During the quarter we recorded a $0.2 million charge for the acceleration of deferred issuance costs as a result of the call of our senior bonds from our Ajax Mortgage Loan Trust 2017-A securitization.

We recorded $0.4 million in impairments on our REO held-for-sale portfolio in real estate operating expense for the quarter ended December 31, 2019 compared to $0.7 million for the quarter ended September 30, 2019. We continue to liquidate our REO properties held-for-sale at a faster rate than we acquire properties, with 25 properties sold in the fourth quarter while nine were added to REO held-for-sale. This had the effect of materially reducing our taxable income during the fourth quarter, as foreclosures generally increase taxable income and REO sales generally reduce taxable income.

In November 2019 we completed a private capital raise transaction for our previously wholly-owned subsidiary, Gaea Real Estate Corp., through which Gaea raised $66.3 million in exchange for the issuance of 4.4 million shares of its common stock to third parties. The proceeds of the offering are expected to be used to acquire additional multi-family, mixed use and triple net lease properties. The transaction resulted in the deconsolidation of Gaea from our consolidated financial statements. We retained a 23.2% ownership interest in Gaea which we will account for using the equity method. As a result, for 39 days of the quarter we received only 23.2% of the income from Gaea as opposed to 100% in previous quarters. Our investment in Gaea is included on our consolidated balance sheet at December 31, 2019 in Investment in affiliates.

During the quarter ended December 31, 2019 we co-invested with third-party institutional investors to form $309.1 million of joint ventures, and retained $60.3 million of varying classes of related securities, to end the quarter with $289.6 million of investments in securities and beneficial interests. The investments in debt securities and beneficial interests made during the fourth quarter were on our balance sheet for a weighted average of only 16 days of the quarter and therefore provided minimal benefit to our earnings for the quarter ended December 31, 2019.  We acquired 20.0% of each class of the securities of Ajax Mortgage Loan Trust 2019-G ("2019-G"), which acquired 870 RPLs and NPLs with UPB of $188.6 million and an aggregate property value of $305.6 million. We also acquired 20.0% of each class of the securities of Ajax Mortgage Loan Trust 2019-H ("2019-H"), which acquired 600 RPLs and NPLs with UPB of $120.5 million and an aggregate property value of $223.3 million. Based on the structure of the transactions we do not consolidate 2019-G or 2019-H under U.S. Generally Accepted Accounting Principles ("U.S. GAAP"). Interest income from our investments in debt securities and beneficial interests issued by our non-consolidated joint ventures is recognized by us net of servicing fees, which are incurred, instead, by each joint venture.  This is different than our investments in mortgage loans where interest income is recognized on a gross basis with the offsetting servicing fee recorded as expense in a separate income statement line. 

We acquired $6.2 million of RPLs and $5.7 million of NPLs with an aggregate UPB of $6.9 million and $6.7 million, respectively, and underlying collateral values of $10.2 million and $9.2 million, respectively, during the quarter ended December 31, 2019. We also originated one SBC loan with UPB of $0.6 million that represented 88.6% of the underlying collateral value of $0.7 million. These loans were acquired and included on our consolidated balance sheet for a weighted average of 30 days of the quarter. We ended the quarter with $1.2 billion of mortgage loans with an aggregate UPB of $1.3 billion.

During the quarter we completed our third rated securitization, 2019-F, which closed on November 25, 2019 with an aggregate of $110.1 million of AAA-rated senior securities and $60.7 million of subordinated securities issued with respect to $170.8 million of mortgage loans. The AAA-rated senior securities have a fixed coupon of 2.86%. We also sold the AA- and A-rated securities of 2019-F, representing 10.3% of UPB, to third-party institutional investors. We own 100% of the equity in 2019-F and consolidate it under U.S. GAAP.

We collected $59.4 million of cash during the quarter as a result of loan payments, loan payoffs, sales of REO and cash collections on our securities portfolio to end the fourth quarter with $64.3 million in cash and cash equivalents. Our average cash balance during the quarter as $66.1 million.





The following table provides an overview of our portfolio at December 31, 2019 ($ in thousands):

No. of loans 6,184   
Weighted average LTV(5)
83.5  %
Total UPB(1)
$ 1,268,126    Weighted average remaining term (months) 311   
Interest-bearing balance $ 1,190,917    No. of first liens 6,124   
Deferred balance(2)
$ 77,209    No. of second liens 60   
Market value of collateral(3)
$ 1,783,856    No. of rental properties 10   
Price/total UPB
82.9  % Capital invested in rental properties $ 1,591   
Price/market value of collateral 61.9  % No. of REO held-for-sale 58   
Re-performing loans 95.3  %
Market value of REO held-for-sale(6)
$ 13,987   
Non-performing loans 2.7  %
Carrying value of debt securities and beneficial interests in trusts
$ 288,362   
Small-balance commercial loans(4)
2.0  %
Loans with 12 for 12 payments as an approximate percentage of UPB(7)
76.0  %
Weighted average coupon 4.55  %
Loans with 24 for 24 payments as an approximate percentage of UPB(8)
64.0  %
___________________________________________________________

(1)Our loan portfolio consists of fixed rate (52.8% of UPB), ARM (9.5% of UPB) and Hybrid ARM (37.7% of UPB) mortgage loans.
(2)Amounts that have been deferred in connection with a loan modification on which interest does not accrue. These amounts generally become payable at maturity.
(3)As of date of acquisition.
(4)SBC loans includes both purchased and originated loans.
(5)UPB as of December 31, 2019 divided by market value of collateral and weighted by the UPB of the loan.
(6)Market value of other REO is the estimated expected gross proceeds from the sale of the REO less estimated costs to sell, including repayment of servicer advances.
(7)Loans that have made at least 12 of the last 12 payments, or for which the full dollar amount to cover at least 12 payments has been made in the last 12 months.
(8)Loans that have made at least 24 of the last 24 payments, or for which the full dollar amount to cover at least 24 payments has been made in the last 24 months.

Subsequent Events
Since quarter end, we have acquired 27 residential RPLs with aggregate UPB of $2.2 million in two transactions from two sellers for our own account. The RPLs were acquired at 63.8% of UPB and 37.7% of the estimated market value of the underlying collateral of $3.7 million.

Also expected to close in the first quarter of 2020 are acquisitions that went under contract in February and March, 2020 of 1,943 RPLs for an aggregate purchase price of $309.3 million, 334 NPLs, for an aggregate purchase price of $81.5 million, and the acquisition of two SBCs for a purchase price of $3.2 million. The purchase price of the RPLs equals 91.5% of UPB and 66.0% of the estimated market value of the underlying collateral of $469.0 million. The purchase price of the NPLs equals 77.0% of UPB and 60.5% of the underlying collateral of $134.6 million. The purchase price of the SBCs equals 100% of UPB and 52.4% of the underlying collateral of $6.2 million. The majority of these loans is expected to be acquired through joint ventures with third party institutional investors.

On January 1, 2020, we adopted the Current Expected Credit Losses accounting standard ("CECL") as promulgated under ASU 2016-13, Financial Instruments - Credit Losses, and related amendments. Under CECL we expect to record a reclassification between the non-accretable yield portion of loan discount and allowance for credit impaired loans which will have no effect on our balance sheet presentation or on consolidated equity. We do not consider this transition adjustment to be material to our financial position or previously reported statements. During subsequent periods this allowance for credit losses will be adjusted either upward or downward for expected changes in future credit losses based on expected cash flows. These changes to the reserve will be recognized in our current period income. Historically, only reductions in expected cash flows were recognized in the current period earnings, while increases in expected cash flows were recognized prospectively over the remaining expected lives of the loan pools.




On February 25, 2020, our Board of Directors declared a dividend of $0.32 per share, to be paid on March 27, 2020 to stockholders of record as of March 17, 2020.

On February 28, 2020, our Board of Directors approved a stock buyback of up to $25.0 million of our common shares. The amount and timing of any repurchases will depend on a number of factors, including but not limited to the price and availability of our common shares, trading volume and general circumstances and market conditions.

Conference Call
Great Ajax Corp. will host a conference call at 5:00 p.m. EST, Tuesday, March 3, 2020 to review our financial results for the quarter. A live Webcast of the conference call will be accessible from the Investor Relations section of our website www.great-ajax.com. An archive of the Webcast will be available for 90 days.
 
About Great Ajax Corp.
Great Ajax Corp. is a Maryland corporation that is a real estate investment trust, that focuses primarily on acquiring, investing in and managing RPLs secured by single-family residences and commercial properties and, to a lesser extent, NPLs. We also originate and acquire loans secured by multi-family residential and smaller commercial mixed use retail/residential properties and acquire multi-family retail/residential and mixed use and commercial properties. We are externally managed by Thetis Asset Management LLC. Our mortgage loans and other real estate assets are serviced by Gregory Funding LLC, an affiliated entity. We have elected to be taxed as a real estate investment trust under the Internal Revenue Code.

Forward-Looking Statements
This press release contains certain forward-looking statements. Words such as “believes,” “intends,” “expects,” “projects,” “anticipates,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions, many of which are beyond the control of Great Ajax, including, without limitation, the risk factors and other matters set forth in our Annual Report on Form 10-K for the period ended December 31, 2019 when filed with the SEC. Great Ajax undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

 
CONTACT: Lawrence Mendelsohn
  Chief Executive Officer
  or
  Mary Doyle
  Chief Financial Officer
  Mary.Doyle@aspencapital.com
  503-444-4224




GREAT AJAX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands except per share amounts)  
 
  Three months ended
December 31, 2019 September 30, 2019       June 30, 2019 March 31, 2019
  (unaudited) (unaudited) (unaudited) (unaudited)
INCOME:
Interest income $ 27,113    $ 27,723    $ 28,128    $ 29,452   
Interest expense (13,884)   (14,317)   (15,439)   (15,685)  
Net interest income 13,229    13,406    12,689    13,767   
Provision for loan losses    (561)   (3)   (85)   (154)  
Net interest income after provision for loan losses    12,668    13,403    12,604    13,613   
Income from equity method investments 31    583    257    461   
Gain on sale of mortgage loans —    109    7,014    —   
Other income 1,017    1,221    828    1,110   
Total income 13,716    15,316    20,703    15,184   
EXPENSE:
Related party expense - loan servicing fees 2,156    2,197    2,274    2,506   
Related party expense - management fee 1,801    2,215    1,652    1,688   
Loan transaction expense 16    52    191    69   
Professional fees 608    446    634    862   
Real estate operating expense 796    1,216    887    786   
Other expense 985    940    1,219    1,081   
Total expense 6,362    7,066    6,857    6,992   
Loss on debt extinguishment 247    —    182    —   
Income before provision for income tax 7,107    8,250    13,664    8,192   
Provision for income tax (benefit) (12)   27    38    71   
Consolidated net income 7,119    8,223    13,626    8,121   
Less: consolidated net income attributable to non-controlling interests 462    532    599    791   
Consolidated net income attributable to common stockholders $ 6,657    $ 7,691    $ 13,027    $ 7,330   
Basic earnings per common share $ 0.31    $ 0.39    $ 0.67    $ 0.39   
Diluted earnings per common share $ 0.31    $ 0.36    $ 0.56    $ 0.36   
Weighted average shares – basic 21,083,719    19,751,142    19,169,941    18,811,713   
Weighted average shares – diluted 29,487,273    28,200,653    27,732,587    27,829,448   




GREAT AJAX CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share amounts)
 
December 31, 2019 December 31, 2018
ASSETS
Cash and cash equivalents $ 64,343    $ 55,146   
Cash held in trust 20    24   
Mortgage loans, net(1,4)
1,151,469    1,310,873   
Property held-for-sale, net(2)
13,537    19,402   
Rental property, net 1,534    17,635   
Investments at fair value 231,685    146,811   
Investments in beneficial interests 57,954    22,086   
Receivable from servicer 17,013    14,587   
Investments in affiliates 29,649    8,653   
Prepaid expenses and other assets 9,637    7,654   
Total assets $ 1,576,841    $ 1,602,871   
LIABILITIES AND EQUITY  
Liabilities:  
Secured borrowings, net(1,3,4)
$ 652,747    $ 610,199   
Borrowings under repurchase transactions 414,114    534,089   
Convertible senior notes, net(3)
118,784    117,525   
Management fee payable 1,634    881   
Accrued expenses and other liabilities 5,478    5,898   
Total liabilities 1,192,757    1,268,592   
Equity:  
Preferred stock $0.01 par value; 25,000,000 shares authorized, none issued or outstanding —    —   
Common stock $0.01 par value; 125,000,000 shares authorized, 22,142,143 shares at December 31, 2019 and 18,909,874 shares at December 31, 2018 issued and outstanding 222    189   
Additional paid-in capital 309,395    260,427   
Treasury stock (458)   (270)  
Retained earnings 49,446    41,063   
Accumulated other comprehensive income/(loss) 1,277    (575)  
Equity attributable to stockholders 359,882    300,834   
Non-controlling interests(5)
24,202    33,445   
Total equity 384,084    334,279   
Total liabilities and equity $ 1,576,841    $ 1,602,871   
___________________________________________________________
(1)Mortgage loans, net include $908.6 million and $897.8 million of loans at December 31, 2019 and December 31, 2018, respectively, transferred to securitization trusts that are variable interest entities (“VIEs”); these loans can only be used to settle obligations of the VIEs. Secured borrowings consist of notes issued by VIEs that can only be settled with the assets and cash flows of the VIEs. The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.). Mortgage loans, net include $2.0 million and $1.2 million of allowance for loan losses at December 31, 2019 and December 31, 2018, respectively.
(2)Property held-for-sale, net, includes valuation allowances of $1.8 million and $1.8 million at December 31, 2019 and December 31, 2018, respectively.
(3)Secured borrowings and convertible senior notes are presented net of deferred issuance costs.
(4)As of December 31, 2019, balances for Mortgage loans, net includes $341.8 million and Secured borrowings, net of deferred costs includes $284.8 million from the 50.0% and 63.0% owned joint ventures. As of December 31, 2018, balances for Mortgage loans, net includes $377.0 million and Secured borrowings, net of deferred costs includes $231.9 million from 50.0% and 63.0% owned joint ventures, all of which we consolidate under U.S. GAAP.



(5)Non-controlling interests includes $22.4 million at December 31, 2019, from 50.0% and 63.0% owned joint ventures. Non-controlling interests includes $20.4 million at December 31, 2018, from 50.0% and 63.0% owned joint ventures, all of which we consolidate under U.S. GAAP.

Fourth Quarter and Year-End 2019 Investor Presentation March 3, 2020


 
Safe Harbor Disclosure  We make forward-looking statements in this presentation that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, cash flow and plans and objectives. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, we intend to identify forward-looking statements.  Statements regarding the following subjects, among others, may be forward-looking: market trends in our industry, interest rates, real estate values, the debt financing markets or the general economy or the demand for and availability of residential and small-balance commercial real estate loans; our business and investment strategy; our projected operating results; actions and initiatives of the U.S. government and changes to U.S. government policies and the execution and impact of these actions, initiatives and policies; the state of the U.S. economy generally or in specific geographic regions; economic trends and economic recoveries; our ability to obtain and maintain financing arrangements; changes in the value of our mortgage portfolio; changes to our portfolio of properties; impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters; our ability to satisfy the real estate investment trust qualification requirements for U.S. federal income tax purposes; availability of qualified personnel; estimates relating to our ability to make distributions to our stockholders in the future; general volatility of the capital markets and the market price of our shares of common stock; and the degree and nature of our competition.  The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Furthermore, forward-looking statements are subject to risks and uncertainties, including, among other things, those described under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018, which can be accessed through the link to our Securities and Exchange Commission ("SEC") filings on our website (www.great-ajax.com) or at the SEC's website (www.sec.gov). Other risks, uncertainties, and factors that could cause actual results to differ materially from those projected may be described from time to time in reports we file with the SEC, including reports on Forms 10-Q and 8-K. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Unless stated otherwise, financial information included in this presentation is as of December 31, 2019. 2


 
Business Overview  Leverage long-standing relationships to acquire mortgage loans through privately negotiated transactions from a diverse group of customers – Over 90% of our acquisitions since inception have been privately negotiated – Acquisitions made in 297 transactions since inception. Nine transactions closed in Q4 2019  Use our manager’s proprietary analytics to price each mortgage pool on an asset-by-asset basis – We own 19.8% of our manager  Adjust individual loan bid price to accumulate clusters of loans in attractive demographic metropolitan areas – Typical acquisition contains 25 – 100 loans with a total market value between $5 – $20 million  Our affiliated servicer services the loans asset-by-asset and borrower-by-borrower – We own 8% and hold warrants to purchase up to an additional 12% of our affiliated servicer  Our objective is to maximize returns for each asset by utilizing a full menu of loss mitigation and asset optimization techniques  Analytics and processes of our manager and servicer enable us to broaden our reach through joint ventures with third-party institutional investors  Use moderate non-mark-to-market leverage 3


 
Highlights – Quarter Ended December 31, 2019  Formed joint ventures that acquired $309.1 million in unpaid principal balance (“UPB”) of mortgage loans with collateral values of $528.9 million and retained $60.3 million of varying classes of related securities issued by the joint ventures in December 2019  Purchased $6.2 million of re-performing mortgage loans ("RPLs") and $5.7 million of non-performing mortgage loans ("NPLs") with UPB of $6.9 million and $6.7 million, respectively, and underlying collateral values of $10.2 million and $9.2 million, respectively; and originated $0.6 million of small-balance commercial mortgage loans ("SBCs")  Interest income of $27.1 million; net interest income after provision for loan losses of $12.7 million  Overall cost of funds decreased approximately 18 basis points  Net income attributable to common stockholders of $6.7 million  Basic earnings per share (“EPS”) of $0.31  Taxable income of $0.14 per share  Book value per share of $15.80 at December 31, 2019  Collected total cash of $59.4 million, from loan payments, sales of real estate owned ("REO") and investments in debt securities and beneficial interests  Held $64.3 million of cash and cash equivalents at December 31, 2019; average daily cash balance for the quarter was $66.1 million  Completed a private capital raise transaction for Gaea Real Estate Corp. ("Gaea") through which Gaea raised $66.3 million in exchange for issuing shares of its common stock. We retained a 23.2% ownership interest in Gaea  At December 31, 2019, approximately 76% of our portfolio based on UPB made at least the last 12 out of 12 payments 4


 
Portfolio Overview – as of December 31, 2019 1 Unpaid Principal Balance Property Value 1% 3% 3% RPL RPL NPL NPL REO 96% 97% $1,268.1 MM $1,799.4 MM RPL: $1,230.3 MM RPL: $1,733.4 MM NPL: $ 37.9 MM NPL: $ 50.5 MM REO & Rental: $ 15.6 MM 1 Includes $351.4 million UPB in RPLs included in joint ventures with third-party institutional investors that are required to be consolidated for GAAP purposes 2 Real estate owned (“REO”) and rental property value is presented at estimated property fair value less expected liquidation costs 5


 
Portfolio Growth  RPL UPB includes $24.2 million of Small Balance Commercial (SBC) loans, which are performing loans. Includes $351.4 million UPB in RPLs included in joint ventures with third- party institutional investors that are required to be consolidated for GAAP purposes  RPL status stays constant based on initial purchase status 6


 
Portfolio Growth  NPL status stays constant based on initial purchase status 7


 
Portfolio Concentrated in Attractive Markets  Clusters of loans in attractive, densely populated markets  Stable liquidity and home prices  Over 80% of the portfolio in our target markets Portland New York / New Jersey Metro Area Las Vegas Washington DC Metro Area Los Angeles San Diego Phoenix Atlanta Dallas Target Markets Houston Orlando Target States Property Management Tampa Miami, Business Management Ft. Lauderdale, REIT, Servicer & Manager Headquarters W. Palm Beach 8


 
Portfolio Migration Total Pre 4Q2019 Acquisitions ($ in thousands) Acquisition Current Based on Count UPB Count UPB Liquidated- Loans - - 2,278 491,049 Liquidated- Purch REO - - 31 6,114 Sold - - 965 216,367 24for24 820 148,584 3,980 861,428 12for12 572 120,653 741 160,248 7for7 3,248 728,223 157 33,097 4f4-6f6 1,768 389,846 189 39,369 Less than 4f4 2,426 514,003 534 106,206 REO - - 68 22,171 NPL 573 134,493 495 105,867 Purchased REO 34 8,074 3 1,960 9,441 2,043,876 9,441 2,043,876  24 for 24: Loans that have made at least 24 of the last 24 payments, or for which the full dollar amount to cover at least 24 payments has been made in the last 24 months  12 for 12: Loans that have made at least 12 of the last 12 payments, or for which the full dollar amount to cover at least 12 payments has been made in the last 12 months  7 for 7: Loans that have made at least 7 of the last 7 payments, or for which the full dollar amount to cover at least 7 payments has been made in the last 7 months 9  NPL: <1 full payment in the last three months


 
Subsequent Events  Acquisitions Closed since 12/31/2019  Acquisitions Under Contract1  RPL  RPL  UPB: $2.2MM  UPB: $337.9MM  Collateral Value: $3.7MM  Collateral Value: $469.0MM  Price/UPB: 63.8%  Price/UPB: 91.5%  Price/Collateral Value: 37.7%  Price/Collateral Value: 66.0%  27 loans in 2 transactions  1,943 loans in 6 transactions  NPL  UPB: $105.8MM  Collateral Value: $134.6MM  Price/UPB: 77.0%  Price/Collateral Value: 60.5%  334 loans in 3 transactions  SBC  UPB: $3.2MM  Collateral Value: $6.2MM  Price/UPB: 100%  Price/Collateral Value: 52.4%  2 loans in 1 transaction  A dividend of $0.32 per share, to be paid on March 27, 2020 to common stockholders of record as of March 17,2020  On February 28, 2020, our Board of Directors approved a stock buyback of up to $25.0 million of our common shares2 1 While these acquisitions are expected to close, there can be no assurance that these acquisitions will close or that the terms thereof may not change 2 The amount and timing of any repurchases will depend on a number of factors, including but not limited to the price and availability of our common shares, trading volume and general 10 circumstances and market conditions


 
Financial Metrics – Excluding consolidation of the portion of securitizations owned by third-party institutional investors* Excluding the consolidation of 2017 D and 2018 C ($ in thousands) Q4-19 Q3-19 Q2-19 Q1-19 Q4-18 Interest Income on Loans 1 19,880 21,593 22,268 24,112 23,681 Interest Income on Debt Securities and Beneficial Interests2 4,203 3,322 3,140 2,416 1,155 Average Loans 1,007,559 1,028,267 1,043,463 1,147,220 1,145,739 Average Loan Yield (net of impairments) 8.1% 8.7% 8.8% 8.7% 8.5% Average Debt Securities and Beneficial Interests 245,701 198,320 192,129 135,449 72,535 Average Debt Securities and Beneficial Interests Yield 7.0% 6.9% 6.7% 7.3% 6.5% Average Total Asset Yield 7.9% 8.4% 8.5% 8.5% 8.4% Total Interest Expense 12,492 12,873 13,955 14,166 13,472 Asset Level Interest Expense 9,927 10,312 11,401 11,608 11,116 Average Asset Level Debt 952,748 937,317 983,585 1,000,461 958,606 Average Asset Level Debt Cost 4.2% 4.5% 4.7% 4.7% 4.7% Asset Level Net Interest Margin 3.7% 3.9% 3.8% 3.8% 3.7% Total Average Debt 1,071,327 1,055,673 1,101,627 1,118,095 1,068,658 Total Average Debt Cost 4.7% 5.0% 5.2% 5.2% 5.1% Total Net Interest Margin 3.2% 3.4% 3.3% 3.4% 3.3% Non-Interest Operating Expenses/Avg Assets 1.5% 1.6% 1.6% 1.7% 1.6% ROAA - ex net REO and loan impairments and losses 2.4% 2.7% 4.3% 2.5% 2.6% ROAA - Net REO and loan impairments, gains and losses -0.4% -0.3% -0.3% -0.2% -0.5% ROAA - Total 2.1% 2.4% 4.0% 2.3% 2.2% ROAE - ex net REO and loan impairments and losses3 9.6% 10.9% 18.5% 11.1% 11.1% ROAE - Net REO and loan impairments, gains and losses -1.5% -1.1% -1.3% -1.0% -1.8% ROAE - Total 8.1% 9.9% 17.2% 10.1% 9.3% Average Leverage Ratio - Asset Backed 2.6 2.7 2.9 3.0 2.9 Average Leverage Ratio - Convertible Debt 0.3 0.3 0.3 0.4 0.3 Average Leverage Ratio - Total 2.9 3.0 3.2 3.3 3.2 Ending Leverage Ratio - Asset Backed4 2.7 2.9 2.9 3.3 3.2 Ending Leverage Ratio - Convertible Debt 0.3 0.4 0.4 0.4 0.4 Ending Leverage Ratio - Total5 3.0 3.2 3.3 3.6 3.6 ¹Interest income on loans is net of impairments 2Interest income on debt securities is net of servicing fee 3Return on average equity for the quarter ended June 30, 2019 includes approximately $5.2 million net gain from an RPL sale, after adjusting for foregone interest income, reduced interest expense and other loan related expenses 4Excludes the impact consolidating trusts and convertible debt 5Excludes the impact of consolidating trusts *The Company believes these financial metrics provide investors with useful supplemental information relating to the Company’s results of operation and financial performance. These adjusted financial metrics are non-GAAP financial measures and should be considered in addition to, but not as a substitute for, the financial measures prepared in accordance with GAAP as reflected on other slides in this presentation. The following slide provides a reconciliation of these financial metrics to the most comparable GAAP measure. 11


 
Financial Metrics - Reconciliation of GAAP consolidated financial metrics to non-GAAP financial metrics excluding the portion of securitizations owned by third-party institutional investors Reconciliation of GAAP Consolidated to GAAP Consolidated Excluding the Consolidation of 2017 D and 2018 C Q4-19 Excluding the Q3-19 Excluding the Q2-19 Excluding the Q1-19 Excluding the Q4-18 Excluding the Q4-19 GAAP Consolidation Consolidation Consolidation of Consolidation of Consolidation of Consolidation of Consolidation of ($ in thousands) Consolidated Impact of 2017 D Impact of 2018 C 2017 D and 2018 C 2017 D and 2018 C 2017 D and 2018 C 2017 D and 2018 C 2017 D and 2018 C Interest Income on Loans 1 22,095 1,211 1,004 19,880 21,593 22,268 24,112 23,681 Interest Income on Debt Securities and Beneficial Interests22 4,203 - - 4,203 3,322 3,140 2,416 1,155 Average Loans 1,155,452 75,363 72,530 1,007,559 1,028,267 1,043,463 1,147,220 1,145,739 Average Loan Yield (net of impairments) 7.9% 0.1% 0.1% 8.1% 8.7% 8.8% 8.7% 8.5% Average Debt Securities and Beneficial Interests 245,701 - - 245,701 198,320 192,129 135,449 72,535 Average Debt Securities and Beneficial Interests Yield 7.0% 0.0% 0.0% 7.0% 6.9% 6.7% 7.3% 6.5% Average Total Asset Yield 7.7% 0.1% 0.1% 7.9% 8.4% 8.5% 8.5% 8.4% Total Interest Expense 13,884 636 756 12,492 12,873 13,955 14,166 13,472 Asset Level Interest Expense 11,319 636 756 9,927 10,312 11,401 11,608 11,116 Average Asset Level Debt 1,068,164 62,513 52,903 952,748 937,317 983,585 1,000,461 958,606 Average Asset Level Debt Cost 4.3% 0.0% -0.1% 4.2% 4.5% 4.7% 4.7% 4.7% Asset Level Net Interest Margin 3.4% 0.1% 0.2% 3.7% 3.9% 3.8% 3.8% 3.7% Total Average Debt 1,186,743 62,513 52,903 1,071,327 1,055,673 1,101,627 1,118,095 1,068,658 Total Average Debt Cost 4.8% 0.0% -0.1% 4.7% 5.0% 5.2% 5.2% 5.1% Total Net Interest Margin 3.0% 0.1% 0.2% 3.2% 3.4% 3.3% 3.4% 3.3% Non-Interest Operating Expenses/Avg Assets 1.4% 0.0% 0.0% 1.5% 1.6% 1.6% 1.7% 1.6% ROAA - ex net REO and loan impairments and losses 2.2% 0.1% 0.1% 2.4% 2.7% 4.3% 2.5% 2.6% ROAA - Net REO and loan impairments, gains and losses -0.4% 0.0% 0.0% -0.4% -0.3% -0.3% -0.2% -0.5% ROAA - Total 1.8% 0.1% 0.1% 2.1% 2.4% 4.0% 2.3% 2.2% ROAE - ex net REO and loan impairments and losses3 9.6% 0.0% 0.0% 9.6% 10.9% 18.5% 11.1% 11.1% ROAE - Net REO and loan impairments, gains and losses -1.5% 0.0% 0.0% -1.5% -1.1% -1.3% -1.0% -1.8% ROAE - Total 8.1% 0.0% 0.0% 8.1% 9.9% 17.2% 10.1% 9.3% Average Leverage Ratio - Asset Backed 2.9 (0.2) (0.1) 2.6 2.7 2.9 3.0 2.9 Average Leverage Ratio - Convertbile Debt 0.3 - - 0.3 0.3 0.3 0.4 0.3 Average Leverage Ratio - Total 3.2 (0.2) (0.1) 2.9 3.0 3.2 3.3 3.2 Ending Leverage Ratio - Asset Backed4 2.8 (0.0) (0.1) 2.7 2.9 2.9 3.3 3.2 Ending Leverage Ratio - Convertible Debt 0.3 0.0 0.0 0.3 0.4 0.4 0.4 0.4 Ending Leverage Ratio - Total5 3.1 (0.0) (0.1) 3.0 3.2 3.3 3.6 3.6 ¹Interest income on loans is net of impairments 2Interest income on debt securities is net of servicing fee 3Return on average equity for the quarter ended June 30, 2019 includes approximately $5.2 million net gain from an RPL sale, after adjusting for foregone interest income, reduced interest expense and other loan related expenses 4Excludes the impact of consolidating trusts and convertible debt 5Excludes the impact of consolidating trusts 12


 
Consolidated Statements of Income (Dollars in thousands except per share amounts) (Unaudited) Three months ended December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019 (unaudited) (unaudited) (unaudited) (unaudited) INCOME: Interest income $ 27,113 $ 27,723 $ 28,128 $ 29,452 Interest expense (13,884) (14,317) (15,439) (15,685) Net interest income 13,229 13,406 12,689 13,767 Provision for loan losses (561) (3) (85) (154) Net interest income after provision for loan losses 12,668 13,403 12,604 13,613 Income from equity method investments 31 583 257 461 Gain on sale of mortgage loans - 109 7,014 - Other income 1,017 1,221 828 1,110 Total income 13,716 15,316 20,703 15,184 EXPENSE: Related party expense - loan servicing fees 2,156 2,197 2,274 2,506 Related party expense - management fee 1,801 2,215 1,652 1,688 Loan transaction expense 16 52 191 69 Professional fees 608 446 634 862 Real estate operating expense 796 1,216 887 786 Other expense 985 940 1,219 1,081 Total expense 6,362 7,066 6,857 6,992 Loss on debt extinguishment 247 - 182 - Income before provision for income tax 7,107 8,250 13,664 8,192 Provision for income tax (12) 27 38 71 Consolidated net income 7,119 8,223 13,626 8,121 Less: consolidated net income attributable to non- 462 532 599 791 controlling interests Consolidated net income attributable to common $ 6,657 $ 7,691 $ 13,027 $ 7,330 stockholders Basic earnings per common share $ 0.31 $ 0.39 $ 0.67 $ 0.39 Diluted earnings per common share $ 0.31 $ 0.36 $ 0.56 $ 0.36 Weighted average shares – basic 21,083,719 19,751,142 19,169,941 18,811,713 Weighted average shares – diluted 29,487,273 28,200,653 27,732,587 27,829,448 13


 
Consolidated Balance Sheets (Dollars in thousands except per share amounts) ASSETS December 31, 2019 December 31, 2018 Cash and cash equivalents $ 64,343 $ 55,146 Cash held in trust 20 24 Mortgage loans, net(1,4) 1,151,469 1,310,873 Property held-for-sale, net(2) 13,537 19,402 Rental property, net 1,534 17,635 Investments at fair value 231,685 146,811 Investments in beneficial interests 57,954 22,086 Receivable from servicer 17,013 14,587 Investment in affiliates 29,649 8,653 Prepaid expenses and other assets 9,637 7,654 Total assets $ 1,576,841 $ 1,602,871 LIABILITIES AND EQUITY Liabilities: Secured borrowings, net(1,3,4) $ 652,747 $ 610,199 Borrowings under repurchase transactions 414,114 534,089 Convertible senior notes, net(3) 118,784 117,525 Management fee payable 1,634 881 Accrued expenses and other liabilities 5,478 5,898 Total liabilities 1,192,757 1,268,592 Equity: Preferred stock $0.01 par value; 25,000,000 shares authorized, — — none issued or outstanding Common stock $0.01 par value; 125,000,000 shares authorized, 22,142,143 shares at December 31, 2019 and 18,909,874 shares at 222 189 December 31, 2018 issued and outstanding Additional paid-in capital 309,395 260,427 Treasury stock (458) (270) Retained earnings 49,446 41,063 Accumulated other comprehensive gain/(loss) 1,277 (575) Equity attributable to stockholders 359,882 300,834 Non-controlling interests (5) 24,202 33,445 Total equity 384,084 334,279 Total liabilities and equity $ 1,576,841 $ 1,602,871 (1) Mortgage loans, net include $908.6 million and $897.8 million of loans at December 31, 2019 and December 31, 2018, respectively, transferred to securitization trusts that are variable interest entities (“VIEs”); these loans can only be used to settle obligations of the VIEs. Secured borrowings consist of notes issued by VIEs that can only be settled with the assets and cash flows of the VIEs. The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.). Mortgage loans, net include $2.0 million and $1.2 million of allowance for loan losses at December 31, 2019 and December 31, 2018, respectively. (2) Property held-for-sale, net, includes valuation allowances of $1.8 million and $1.8 million at December 31, 2019 and December 31, 2018, respectively. (3) Secured borrowings and Convertible senior notes are presented net of deferred issuance costs. 14 (4) As of December 31, 2019, balances for Mortgage loans, net include​s $341.8 million and Secured borrowings, net of deferred costs includes $284.8 million from the 50.0% and 63.0% owned joint ventures. As of December 31, 2018, balances for Mortgage loans, net include​s $377.0 million and Secured borrowings, net of deferred costs includes $231.9 million from the 50.0% and 63.0% owned joint venture, all of which we consolidate under U.S. GAAP. (5) Non-controlling interests includes $22.4 million at December 31, 2019, from the 50.0% and 63.0% owned joint ventures. Non-controlling interests includes $20.4 million at December 31, 2018, from a 50.0% and 63.0% owned joint venture, all of which we consolidate under U.S. GAAP.