Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 04, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Great Ajax Corp. | |
Entity Central Index Key | 1,614,806 | |
Trading Symbol | ajx | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 18,567,985 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
ASSETS | |||
Cash and cash equivalents | $ 68,359 | $ 30,795 | |
Cash held in trust | 382 | 39 | |
Mortgage loans | [1] | 630,534 | 554,877 |
Property held-for-sale | 16,551 | 10,333 | |
Rental property | 760 | 58 | |
Receivable from servicer | 6,949 | 5,444 | |
Investment in affiliates | 3,900 | 2,625 | |
Prepaid expenses and other assets | 2,320 | 5,634 | |
Total Assets | 729,755 | 609,805 | |
Liabilities: | |||
Secured borrowings, net | [1] | 346,070 | 265,006 |
Borrowings under repurchase agreement | 102,240 | 104,533 | |
Management fee payable | 703 | 667 | |
Accrued expenses and other liabilities | 3,443 | 1,786 | |
Total liabilities | 452,456 | 371,992 | |
Commitments and contingencies- see Note 7 | |||
Equity: | |||
Preferred stock $.01 par value; 25,000,000 shares authorized, none issued or outstanding | |||
Common stock $.01 par value; 125,000,000 shares authorized, 17,924,523 shares at June 30, 2016 and 15,301,946 shares at December 31, 2015 issued and outstanding | 179 | 152 | |
Additional paid-in capital | 244,180 | 211,729 | |
Retained earnings | 22,666 | 15,921 | |
Equity attributable to common stockholders | 267,025 | 227,802 | |
Non-controlling interests | 10,274 | 10,011 | |
Total equity | 277,299 | 237,813 | |
Total Liabilities and Equity | $ 729,755 | $ 609,805 | |
[1] | Mortgage loans include $504,885 and $398,696 of loans at June 30, 2016 and December 31, 2015, respectively, transferred to securitization trusts that are variable interest entities ("VIEs"); these loans can only be used to settle obligations of the VIEs. Secured borrowings consist of notes issued by VIEs that can only be settled with the assets and cash flows of the VIEs. The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.). See Note 8-Debt. Secured borrowings are presented net of deferred issuance costs. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 17,924,523 | 15,301,946 |
Common stock, shares outstanding | 17,924,523 | 15,301,946 |
Mortgage loans | $ 504,885 | $ 398,696 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
INCOME | ||||
Loan interest income | $ 16,378 | $ 10,793 | $ 32,192 | $ 17,677 |
Interest expense | (6,063) | (2,269) | (11,050) | (3,344) |
Net interest income | 10,315 | 8,524 | 21,142 | 14,333 |
Income from investment in Manager | 46 | 64 | 90 | 104 |
Other income | 327 | 222 | 867 | 406 |
Total income | 10,688 | 8,810 | 22,099 | 14,843 |
EXPENSE | ||||
Related party expense - loan servicing fees | 1,453 | 851 | 2,856 | 1,507 |
Related party expense - management fees | 937 | 856 | 1,843 | 1,603 |
Loan transaction expense | 574 | 729 | 787 | 989 |
Professional fees | 407 | 356 | 821 | 741 |
Real estate operating expenses | 113 | 54 | 275 | 64 |
Other expense | 317 | 289 | 670 | 449 |
Total expense | 3,801 | 3,135 | 7,252 | 5,353 |
Income before provision for income taxes | 6,887 | 5,675 | 14,847 | 9,490 |
Provision for income taxes | 26 | 16 | 23 | 16 |
Consolidated net income | 6,861 | 5,659 | 14,824 | 9,474 |
Less: consolidated net income attributable to the non-controlling interest | 256 | 223 | 568 | 398 |
Consolidated net income attributable to common stockholders | $ 6,605 | $ 5,436 | $ 14,256 | $ 9,076 |
Basic earnings per common share (in dollars per share) | $ 0.42 | $ 0.36 | $ 0.92 | $ 0.64 |
Diluted earnings per common share (in dollars per share) | $ 0.42 | $ 0.36 | $ 0.92 | $ 0.64 |
Weighted average shares - basic (in shares) | 15,742,932 | 15,237,739 | 15,524,725 | 14,129,162 |
Weighted average shares - diluted (in shares) | 16,389,126 | 15,909,634 | 16,174,164 | 14,801,319 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Consolidated net income | $ 14,824 | $ 9,474 |
Adjustments to reconcile consolidated net income to net cash from operating activities | ||
Stock-based management fee and compensation expense | 514 | 921 |
Non-cash interest income accretion | (20,711) | (11,850) |
(Gain) loss on sale of property | (1,086) | 9 |
Depreciation of property | 11 | 1 |
Impairment of real estate owned | 200 | |
Amortization of deferred financing costs | 2,889 | 435 |
Net change in operating assets and liabilities | ||
Cash held in trust | (343) | (41) |
Prepaid expenses and other assets | (521) | (3,186) |
Receivable from servicer | (1,505) | (2,198) |
Undistributed income from investment in affiliate | (259) | (275) |
Accrued expenses, Management fee payable, and other liabilities | 1,693 | 1,685 |
Net cash from operating activities | (4,294) | (5,025) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of mortgage loans and related balances | (89,328) | (233,626) |
Principal paydowns on mortgage loans | 23,595 | 7,260 |
Purchase of property held-for-sale and related balances | (2,794) | |
Proceeds from sale of property held-for-sale | 5,220 | 357 |
Investment in equity method investee | (1,111) | |
Distribution from affiliate | 95 | 67 |
Renovations of rental property and property held for sale | (478) | (139) |
Net cash from investing activities | (62,007) | (228,875) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from repurchase transactions | 71,086 | 153,841 |
Proceeds from sale of secured notes | 101,431 | 35,213 |
Repayments on repurchase transactions | (73,379) | (15,286) |
Repayments on secured notes | (19,421) | (3,543) |
Sale of common stock, net of offering costs | 31,964 | 51,529 |
Distribution to non-controlling interest | (305) | (213) |
Dividends paid on common stock | (7,511) | (4,541) |
Net cash from financing activities | 103,865 | 217,000 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 37,564 | (16,900) |
CASH AND CASH EQUIVALENTS, beginning of period | 30,795 | 53,099 |
CASH AND CASH EQUIVALENTS, end of period | 68,359 | 36,199 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 7,952 | 2,544 |
Cash paid for income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Transfer of loans to rental property or property held-for-sale | 10,930 | 4,965 |
Issuance of common stock for management and director fees | 514 | $ 921 |
Transfer of property held-for-sale to loans | $ 143 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings | Stockholders' Equity | Noncontrolling Interest | Total |
Balance at Dec. 31, 2014 | $ 112 | $ 158,951 | $ 2,744 | $ 161,807 | $ 9,473 | $ 171,280 |
Balance (in shares) at Dec. 31, 2014 | 11,223,984 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 9,076 | 9,076 | 398 | 9,474 | ||
Issuance of shares | $ 40 | 51,489 | 51,529 | 51,529 | ||
Issuance of shares (in shares) | 3,981,714 | |||||
Stock-based management fee expense | 814 | 814 | 814 | |||
Stock-based management fee expense (in shares) | 43,301 | |||||
Stock-based compensation expense | 107 | 107 | 107 | |||
Stock-based compensation expense (in shares) | 4,999 | |||||
Dividends and distributions | (4,541) | (4,541) | (213) | (4,754) | ||
Balance at Jun. 30, 2015 | $ 152 | 211,361 | 7,279 | 218,792 | 9,658 | 228,450 |
Balance (in shares) at Jun. 30, 2015 | 15,253,998 | |||||
Balance at Dec. 31, 2015 | $ 152 | 211,729 | 15,921 | 227,802 | 10,011 | $ 237,813 |
Balance (in shares) at Dec. 31, 2015 | 15,301,946 | 15,301,946 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 14,256 | 14,256 | 568 | $ 14,824 | ||
Issuance of shares | $ 27 | 31,937 | 31,964 | 31,964 | ||
Issuance of shares (in shares) | 2,589,427 | |||||
Stock-based management fee expense | 462 | 462 | 462 | |||
Stock-based management fee expense (in shares) | 29,826 | |||||
Stock-based compensation expense | 52 | 52 | 52 | |||
Stock-based compensation expense (in shares) | 3,324 | |||||
Dividends and distributions | (7,511) | (7,511) | (305) | (7,816) | ||
Balance at Jun. 30, 2016 | $ 179 | $ 244,180 | $ 22,666 | $ 267,025 | $ 10,274 | $ 277,299 |
Balance (in shares) at Jun. 30, 2016 | 17,924,523 | 17,924,523 |
Organization and basis of prese
Organization and basis of presentation | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and basis of presentation | Note 1 — Organization and basis of presentation Great Ajax Corp., a Maryland corporation (the “Company”), is an externally managed real estate company formed on January 30, 2014 and capitalized on March 28, 2014 by its then sole stockholder, Aspen Yo LLC (“Aspen Yo”), a company affiliated with the Aspen Capital companies (“Aspen Capital”). The Company was formed to facilitate capital raising activities and to operate as a mortgage real estate investment trust. The Company focuses primarily on acquiring, investing in and managing a portfolio of re-performing (“RPL”) and non-performing (“NPL”) mortgage loans secured by single-family residences and, to a lesser extent, single-family properties. Re-performing loans are loans on which at least five of the seven most recent payments have been made, or the most recent payment has been made and accepted pursuant to an agreement, or the full dollar amount to cover at least five payments has been paid in the last seven months. Non-performing loans are those loans on which the most recent three payments have not been made. The Company also invests in loans secured by smaller multi-family residential and commercial mixed use retail/residential properties, as well as in the properties directly. The Company’s manager is Thetis Asset Management LLC (the “Manager” or “Thetis”), an affiliated company. The Company owns 19.8% of the Manager. The Company’s mortgage loans and real properties are serviced by Gregory Funding LLC (“Gregory” or “Servicer”), also an affiliated company. The Company has elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended (the “Code”). The Company conducts substantially all of its business through its operating partnership, Great Ajax Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), and its subsidiaries. The Company, through a wholly owned subsidiary, is the sole general partner of the Operating Partnership. GA-TRS LLC, or Thetis TRS, is a wholly owned subsidiary of the Operating Partnership that owns the equity interest in the Manager. The Company elected to treat Thetis TRS as a “taxable REIT subsidiary” (“TRS”) under the Code. Great Ajax Funding LLC is a wholly owned subsidiary of the Operating Partnership formed to act as the depositor of mortgage loans into securitization trusts and to hold the subordinated securities issued by such trusts and any additional trusts the Company may form for additional securitizations. The Company generally securitizes its mortgage loans and retains subordinated securities from the securitizations. AJX Mortgage Trust I is a wholly owned subsidiary of the Operating Partnership formed to hold mortgage loans used as collateral for financings under the Company’s repurchase agreement. In addition, the Company, through its Operating Partnership, holds real estate owned properties (“REO”) acquired upon the foreclosure or other settlement of its owned non-performing loans, as well as through outright purchases. GAJX Real Estate LLC is a wholly owned subsidiary of the Operating Partnership formed to own, maintain, improve and sell REO properties purchased by the Company. The Company has elected to treat GAJX Real Estate LLC as a TRS under the Code. During the three-months ended June 30, 2016, the Company formed FLAIAS LLC, a wholly owned subsidiary of the operating partnership, to acquire property tax liens in the state of Florida. The Company commenced its operations in July 2014, and completed its initial public offering, or IPO, on February 19, 2015. The Company completed an additional public offering of its common stock in June 2016, in which it sold an aggregate of 2,589,427 shares of common stock, including shares sold pursuant to exercise of the option to purchase additional shares granted to the underwriters. The Company intends to use the approximately $32.0 million of proceeds net of expenses to acquire additional mortgage loans and mortgage-related assets. Basis of presentation and use of estimates These interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto for the period ended December 31, 2015 included in the Annual Report on Form 10-K filed with the on March 29, 2016. Interim financial statements are unaudited and prepared in accordance with accounting principles generally accepted in the United States (“ U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of consolidated financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2016. The consolidated interim financial statements have been prepared in accordance with U.S. GAAP, as contained within the Accounting Standards Codification (“ASC”) of the Financial Accounting Standards Board (“FASB”) and the rules and regulations of the SEC, as applied to interim financial statements. All controlled subsidiaries are included in the consolidated financial statements and all intercompany accounts and transactions have been eliminated in consolidation. The Operating Partnership is a majority owned partnership that has a non-controlling ownership interest that is included in non-controlling interests on the consolidated balance sheet. As of June 30, 2016, the Company owned 96.6% of the outstanding operating partnership units (“OP Units”) and the remaining 3.4% of the OP Units were owned by an unaffiliated holder. The Company’s 19.8% investment in the Manager is accounted for using the equity method because the Company exercises significant influence on the operations of the Manager through common officers and directors. There is no traded or quoted price for the interests in the Manager since it is privately held. The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company considers significant estimates to include expected cash flows from mortgage loans and fair value measurements. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 2 — Summary of significant accounting policies Mortgage loans Purchased mortgage loans are initially recorded at the purchase price, net of any acquisition fees or costs at the time of acquisition and are considered asset acquisitions. As part of the determination of the bid price for mortgage loans, the Company uses a proprietary discounted cash flow valuation model to project expected cash flows, and consider alternate loan resolution probabilities, including liquidation or conversion to real estate owned. Observable inputs to the model include interest rates, loan amounts, status of payments and property types. Unobservable inputs to the model include discount rates, forecast of future home prices, alternate loan resolution probabilities, resolution timelines, the value of underlying properties and other economic and demographic data. Loans acquired with deterioration in credit quality The loans acquired by the Company have generally suffered some credit deterioration subsequent to origination. As a result, the Company is required to account for the mortgage loans pursuant to ASC 310-30, (Accounting for Loans with Deterioration in Credit Quality ). Under ASC 310-30, acquired loans may be aggregated and accounted for as a pool of loans if the loans have common risk characteristics. A pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. Re-performing mortgage loans have been determined to have common risk characteristics and are accounted for as a single loan pool for loans acquired within each three-month calendar quarter. Similarly, non-performing mortgage loans have been determined to have common risk characteristics and are accounted for as a single non-performing pool for loans acquired within each three-month calendar quarter. Excluded from the aggregate pools are loans that pay in full subsequent to the closing date but prior to pooling. Any gain or loss incurred on these loans is recognized in other income in the period the loan pays in full. The Company’s accounting for loans under ASC 310-30 gives rise to an accretable yield and a non-accretable amount. The excess of all undiscounted cash flows expected to be collected at acquisition over the initial investment in the loans is the accretable yield. Cash flows expected at acquisition include all cash flows directly related to the acquired loan, including those expected from the underlying collateral. The Company recognizes the accretable yield as interest income on a prospective level yield basis over the life of the pool. The excess of a loan’s contractually required payments receivable over the amount of cash flows expected at the acquisition is the non-accretable amount. The Company’s expectation of the amount of cash flows expected to be collected is evaluated at the end of each calendar quarter. If the Company expects to collect greater cash flows over the life of the pool, the accretable yield amount increases and the expected yield to maturity is adjusted on a prospective basis. If the Company expects to collect lower cash flows over the life of the pool, the Company records an impairment through the allowance for loan losses. Loans acquired that have not experienced a deterioration in credit quality While the Company generally acquires loans that have experienced deterioration in credit quality, it may, from time to time, acquire loans that have not missed a scheduled payment and have not experienced a deterioration in credit quality. Accrual of interest on individual loans is discontinued when management believes that, after considering economic and business conditions and collection efforts, the borrower’s financial condition is such that collection of interest is doubtful. The Company’s policy is to stop accruing interest when a loan’s delinquency exceeds 90 days. All interest accrued but not collected for loans that are placed on non-accrual status or subsequently charged-off are reversed against interest income. Income is subsequently recognized on the cash basis until, in management’s judgment, the borrower’s ability to make periodic principal and interest payments returns and future payments are reasonably assured, in which case the loan is returned to accrual status. An individual loan is considered to be impaired when, based on current events and conditions, it is probable the Company will be unable to collect all amounts due (both principal and interest) according to the contractual terms of the loan agreement. Impaired loans are carried at the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s market price, or the fair value of the collateral if the loan is collateral dependent. For individual loans, a troubled debt restructuring is a formal restructuring of a loan where, for economic or legal reasons related to the borrower’s financial difficulties, a concession that would not otherwise be considered is granted to the borrower. The concession may be granted in various forms, including providing a below-market interest rate, a reduction in the loan balance or accrued interest, an extension of the maturity date, or a combination of these. An individual loan that has had a troubled debt restructuring is considered to be impaired and is subject to the relevant accounting for impaired loans. Loans are tested quarterly for impairment and impairment reserves are recorded to the extent the net realizable value of the underlying collateral falls below net book value. If necessary, an allowance for loan losses is established through a provision for loan losses charged to expenses. The allowance is an amount that management believes will be adequate to absorb probable losses on existing loans that may become uncollectible, based on evaluations of the collectability of loans. Real estate The Company acquires real estate properties when it forecloses on the borrower and takes title to the underlying property (real estate owned or REO). Property is recorded at cost if purchased, or at the present value of future cash flows if obtained through foreclosure by the Company. Property that is currently unoccupied and actively marketed for sale is classified as held-for-sale. Property held-for-sale is carried at the lower of its acquisition basis, net realizable value (fair market value less expected selling costs), appraisals or independent broker price opinion (BPOs). Net unrealized losses due to changes in market value are recognized through a valuation allowance by charges to income. No depreciation or amortization expense is recognized on properties held-for-sale, while holding costs are expensed as incurred. Rental property is property not held-for-sale. Rental properties are intended to be held as long-term investments but may eventually be held-for-sale. Property is held for investment as rental property if the modeled present value of the future expected cash flows from use as a rental exceed the present value of expected cash flows from a sale. Depreciation is provided for using the straight-line method over the estimated useful lives of the assets of three to 27.5 years. The Company performs an impairment analysis for all rental property not held-for-sale using estimated cash flows if events or changes in circumstances indicate that the carrying value may be impaired, such as prolonged vacancy, identification of materially adverse legal or environmental factors, changes in expected ownership period or a decline in market value to an amount less than cost. This analysis is performed at the property level. The cash flows are estimated based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for rental properties, competition for customers, changes in market rental rates, costs to operate each property and expected ownership periods. If the carrying amount of a held-for-investment asset exceeds the sum of its undiscounted future operating and residual cash flows, an impairment loss is recorded for the difference between estimated fair value of the asset and the carrying amount. The Company generally estimates the fair value of assets held for use by using BPOs. In some instances, appraisal information may be available and is used in addition to BPOs. The Company performs property renovations to maximize the value of the property for its rental strategy. Such expenditures are part of its initial investment in a property and, therefore, are capitalized as part of the basis of the property. Subsequently, the residential property, including any renovations that improve or extend the life of the asset, are accounted for at cost. The cost basis is depreciated using the straight-line method over an estimated useful life of three to 27.5 years. Interest and other carrying costs incurred during the renovation period are capitalized until the property is ready for its intended use. Expenditures for ordinary maintenance and repairs are charged to expense as incurred. Secured borrowings The Company, through securitization trusts, issues callable debt secured by its mortgage loans in the ordinary course of business. The secured borrowings are structured as debt financings, and the loans remain on the Company’s balance sheet as the Company is the primary beneficiary of the securitization trusts, which are variable interest entities (VIEs). These secured borrowing VIEs are structured as pass through entities that receive principal and interest on the underlying mortgages and distribute those payments to the holders of the notes. The Company’s exposure to the obligations of the VIEs is generally limited to its investments in the entities; the creditors do not have recourse to the primary beneficiary. Coupon interest on the debt is recognized using the accrual method of accounting. Deferred issuance costs, including original issue discount and debt issuance costs, are amortized on an effective yield basis based on the underlying cash flow of the mortgage loans. The Company assumes the debt will be called at the specified call date for purposes of amortizing discount and issuance costs because the Company believes it will have the intent and ability to call the debt on the call date. Changes in the actual or projected underlying cash flows are reflected in the timing and amount of deferred issuance cost amortization. Repurchase facilities The Company enters into repurchase financing facilities under which it nominally sells assets to a counterparty and simultaneously enters into an agreement to repurchase the sold assets at a price equal to the sold amount plus an interest factor. Despite being legally structured as sales and subsequent repurchases, repurchase transactions are generally accounted for as debt secured by the underlying assets. At the maturity of a repurchase financing, unless the repurchase financing is renewed, the Company is required to repay the borrowing including any accrued interest and concurrently receives back its pledged collateral from the lender. Management fee and expense reimbursement Under the management agreement with the Manager (the “Management Agreement”), the Company pays a quarterly base management fee based on its stockholders’ equity and a quarterly incentive management fee based on its cash distributions to its stockholders. Manager fees are expensed in the quarter incurred and the portion payable in common stock is included in stockholders’ equity at quarter end. See Note 9 — Related party transactions. Servicing fees Under the Company’s Servicing Agreement, Gregory receives servicing fees of 0.65% annually of the Unpaid Principal Balance (UPB) for loans that are re-performing at acquisition and 1.25% annually of UPB for loans that are non-performing at acquisition. Servicing fees are paid monthly. The total fees incurred by the Company for these services depend upon the UPB and type of mortgage loans that Gregory services pursuant to the terms of the servicing agreement. The fees do not change if a re-performing loan becomes non-performing or vice versa. Servicing fees for the Company’s real property assets are the greater of (i) the servicing fee applicable to the underlying mortgage loan prior to foreclosure, or (ii) 1.00% annually of the fair market value of the REO as reasonably determined by the Manager or 1.00% annually of the purchase price of any REO otherwise purchased by the Company. Gregory is reimbursed for all customary, reasonable and necessary out-of-pocket costs and expenses incurred in the performance of its obligations, including the actual cost of any repairs and renovations undertaken on the Company’s behalf. The total fees incurred by the Company for these services will be dependent upon the UPB and type of mortgage loans that Gregory services, property values, previous UPB of the relevant loan, and the number of REO properties. The agreement will automatically renew for successive one-year terms, subject to prior written notice of non-renewal. In certain cases, the Company may be obligated to pay a termination fee. The Management Agreement will automatically terminate at the same time as the servicing agreement if the servicing agreement is terminated for any reason. See Note 9 — Related party transactions. Stock-based payments The Management Agreement provides for the payment to the Manager of a management fee. The Company pays a portion of the management fee in cash, and a portion of the management fee in shares of the Company’s common stock, which are issued to the Manager in a private placement and are restricted securities under the Securities Act. On October 27, 2015, the Company entered into an amended and restated management agreement with the Manager (the “Amended and Restated Agreement”), which amended the portion of the base management fee and manager’s incentive fee to be payable in cash and shares of the Company’s common stock retroactive to July 1, 2015. Shares issued to the Manager are determined based on the higher of the most recently reported book value or the average of the closing prices of our common stock on the NYSE on the five business days after the date on which the most recent regular quarterly dividend to holders of our common stock is paid. Management fees paid in common stock are expensed in the quarter incurred and recorded in equity at quarter end. Pursuant to the Company’s 2014 Director Equity Plan (the “Director Plan”), the Company may make stock-based awards. The Company has issued to each of the independent directors restricted stock awards of 2,000 shares of its common stock, which are subject to a one-year vesting period. In addition, each of the Company’s independent directors receives an annual retainer of $50,000, payable quarterly, half of which is paid in shares of the Company’s common stock on the same basis as the stock portion of the management fee payable to the Manager, and half in cash. Stock-based expense for the directors’ annual retainer is expensed as earned, in equal quarterly amounts during the year, and recorded in equity at quarter end. On June 7, 2016, the Company’s stockholders approved the 2016 Equity Incentive Plan (the “2016 Plan”), to attract and retain non-employee directors, executive officers, key employees and service providers, including officers and employees of the Company’s affiliates. The 2016 Plan authorized the adoption of up to 5% of outstanding shares on a fully diluted basis (assuming, if applicable, the exercise of all outstanding options and the conversion of all warrants and convertible securities, including OP Units and LTIP units, into shares of common stock). At the time of the adoption of the 2016 Plan, there were 793,905 shares available under for distribution. Directors’ fees The expense related to directors’ fees is accrued and, the portion payable in common stock is reflected in stockholders’ equity in the period in which it is incurred. Variable interest entities In the normal course of business, the Company enters into various types transactions with special purpose entities (SPEs), which have primarily consisted of trusts established for the Company’s secured borrowings (See “Secured Borrowings” above and Note 8 to the financial statements). Additionally, from time to time, the Company may enter into joint ventures with unrelated entities. The Company evaluates each transaction and its resulting beneficial interest to determine if the entity formed pursuant to the transaction should be classified as a Variable Interest Entity (VIE). If an entity created in a transaction meets the definition of a VIE and the Company determines that Great Ajax is the primary beneficiary, the Company will include the entity in its consolidated financial statements. Cash and cash equivalents Highly liquid investments with an original maturity of three months or less when purchased are considered cash equivalents. The Company maintains cash and cash equivalents at insured banking institutions. Certain account balances exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. Cash held in trust Cash held in trust consists of cash balances legally due to lenders, and is segregated from the Company’s other cash deposits. Cash held in trust is not available to the Company for any purposes other than the settlement of existing obligations to the lender. Earnings per share Basic earnings per share is computed by dividing consolidated net income attributable to common stockholders by the weighted average common stock outstanding during the period. The Company treats unvested restricted stock issued under its stock-based compensation plan, which are entitled to non-forfeitable dividends, as participating securities and applies the two-class method in calculating basic earnings per share. Diluted earnings per share is computed by dividing consolidated net income attributable to common stockholders and dilutive securities by the weighted average common stock outstanding for the period plus other potentially dilutive securities, such as stock grants, shares that would be issued in the event that OP Units are redeemed for shares of common stock of the Company and shares issued in respect of the stock-based portion of the base fee payable to the Manager and directors’ fees. Fair value of financial instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy has been established that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: · Level 1 · Level 2 · Level 3 The degree of judgment utilized in measuring fair value generally correlates to the level of pricing observability. Assets and liabilities with readily available actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgment utilized in measuring fair value. Conversely, assets and liabilities rarely traded or not quoted will generally have little or no pricing observability and a higher degree of judgment utilized in measuring fair value. Pricing observability is impacted by a number of factors, including the type of asset or liability, whether it is new to the market and not yet established, and the characteristics specific to the transaction. The fair value of mortgage loans is estimated using the Manager’s proprietary pricing model which estimates expected cash flows with the discount rate used in the present value calculation representing the estimated effective yield of the loan. The Company calculates the fair value for the senior debt consolidated on its balance sheet from securitization trusts by using the Company’s proprietary pricing model to estimate the cash flows expected to be generated from the underlying collateral with the discount rate used in the present value calculation representing an estimate of the average rate for debt instruments with similar durations and risk factors. Income taxes The Company elected REIT status upon the filing of its 2014 income tax return, and has conducted its operations in order to satisfy and maintain eligibility for REIT status. Accordingly, the Company does not believe it will be subject to U.S. federal income tax from the year ended December 31, 2014 forward on the portion of the Company’s REIT taxable income that is distributed to the Company’s stockholders as long as certain asset, income and stock ownership tests are met. If the Company fails to qualify as a REIT in any taxable year, it generally will not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for the four taxable years following the year during which qualification is lost. The Company may also be subject to state or local income or franchise taxes. Thetis TRS, GAJX Real Estate LLC, and any other TRS that the Company forms will be subject to U.S. federal and state income taxes. On February 22, 2016, the Company received a private letter ruling from the Internal Revenue Service regarding the consequences of owning the interest in our Manager through its operating partnership. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which management expects those temporary differences to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period in which the change occurs. Subject to the Company’s judgment, it reduces a deferred tax asset by a valuation allowance if it is “more–likely-than-not” that some or all of the deferred tax asset will not be realized. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in evaluating tax positions, and the Company recognizes tax benefits only if it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authority. The Company evaluates tax positions taken in its consolidated financial statements under the interpretation for accounting for uncertainty in income taxes. As a result of this evaluation, the Company may recognize a tax benefit from an uncertain tax position only if it is “more-likely-than-not” that the tax position will be sustained on examination by taxing authorities. The Company’s tax returns remain subject to examination and consequently, the taxability of the distributions and other tax positions taken by the Company may be subject to change. Distributions to stockholders generally will be taxable as ordinary income, although a portion of such distributions may be designated as long-term capital gain or qualified dividend income, or may constitute a return of capital. The Company furnishes annually to each stockholder a statement setting forth distributions paid during the preceding year and their U.S. federal income tax treatment. Offering costs Costs associated with the Company’s completed offerings of shares of common stock have been netted against, and are reflected as a reduction in, additional paid-in capital. Segment information The Company’s primary business is acquiring, investing in and managing a portfolio of mortgage loans. The Company operates in a single segment focused on non-performing mortgages and re-performing mortgages. Emerging growth company Section 107 of the Jumpstart Our Business Startups Act (the “JOBS Act”) provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the benefits of this extended transition period. Its consolidated financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards. Reclassifications Certain amounts in the Company’s 2015 Consolidated Financial Statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net income or equity. Recently adopted accounting standards In February 2015, the FASB issued ASU 2015-02 Amendments to the Consolidation Analysis. These amendments: (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015. The Company implemented this amendment for the six months ended June 30, 2016. As a result of this implementation, there was no effect on the application of the Company’s consolidation policy. In April 2015, the FASB issued ASU 2015-03 Interest – Imputation of Interest. The amendments in this update require that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of a debt liability, consistent with debt discounts. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. This guidance may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. In June 2015, the FASB issued ASU 2015-15, which acknowledges that the scope of ASU 2015-03 does not include line-of-credit arrangements but indicates that the SEC staff would not object to an entity deferring and presenting debt issuance costs for a line-of-credit borrowing arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement. The Company implemented this amendment during the three months ended March 31, 2016. The result of this implementation was a reduction of approximately $4.9 million on the balance sheet in Prepaid expenses and other assets, and an offsetting reduction of approximately $4.9 million in Secured borrowings, based on the Company’s balance sheet at March 31, 2016. There was no effect on the presentation of the Company’s Borrowings under repurchase agreement in its consolidated balance sheets as these borrowings are short-term in nature and as such are unaffected by the ASU. Additionally, there was no effect on consolidated net income, or equity. Recently issued accounting standards In May 2014, Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09 Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services . While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. In January 2016, the FASB issued ASU 2016-01Financial Instruments – Overall. ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Specifically the guidance (1) requires equity investments to be measured at fair value with changes in fair value recognized in earnings, (2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (3) eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost, (4) requires the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (5) requires an entity to present separately in other comprehensive income the portion of the total change in fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option, (6) requires separate presentation of financial assets and liabilities by measurement category and form on the balance sheet or the notes to the financial statements, and (7) clarifies that the need for a valuation allowance on a deferred tax asset related to an available-for-sale security should be evaluated with other deferred tax assets. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-07 Investments – Equity Method and Joint Ventures which is intended to simplify the transition to the equity method of accounting. The guidance eliminates the retrospective application of the equity method of accounting when obtaining significant influence over a previously held investment. The guidance requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09 Compensation – Stock Compensation. The guidance primarily simplifies the accounting for employee share-based payment transactions, including a new requirement to record all of the income tax effects at settlement or expiration through the income statement, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses. The main objective of this guidance is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity. To achieve this, the amendments in this guidance replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Specifically, the amendments in this guidance requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation meth |
Mortgage loans
Mortgage loans | 6 Months Ended |
Jun. 30, 2016 | |
Mortgage Loans [Abstract] | |
Mortgage loans | Note 3 — Mortgage loans Included on the Company’s consolidated balance sheet as of June 30, 2016 and December 31, 2015, are approximately $630.5 million and $554.9 million, respectively, of residential and small business commercial whole loans at carrying value. The carrying value reflects the original investment amount, plus accretion of interest income, less principal and interest cash flows received. The carrying value is decreased by the allowance for losses, if any. To date, the Company has not recorded an allowance for losses against its purchased mortgage loans. The Company’s mortgage loans are secured by real estate. The Company categorizes mortgage loans as “re-performing” and as “non-performing” at acquisition and monitors the credit quality of the mortgage loans in its portfolio on an ongoing basis, principally by considering loan payment activity or delinquency status. In addition, the Company assesses the expected cash flows from the mortgage loans, the fair value of the underlying collateral and other factors, and evaluates whether and when it becomes probable that all amounts contractually due will not be collected. The following table presents information regarding the accretable yield and non-accretable amount for loans acquired during the following periods. The Company’s loan acquisitions for the three and six months ended June 30, 2016 consisted entirely of re-performing loans; no non-performing loans were acquired in either of the 2016 periods ($ in thousands): Three months ended June 30, 2016 Three months ended June 30, 2015 Acquisitions Re-performing Non-performing Re-performing Non-performing Contractually required principal and interest $ 120,524 $ - $ 332,571 $ 31,827 Non-accretable amount (48,244 ) - (132,557 ) (18,598 ) Expected cash flows to be collected 72,280 - 200,014 13,229 Accretable yield (20,152 ) - (49,626 ) (4,185 ) Fair value at acquisition $ 52,128 $ - $ 150,388 $ 9,044 Six months ended June 30, 2016 Six months ended June 30, 2015 Re-performing Non-performing Re-performing Non-performing Contractually required principal and interest $ 202,703 $ - $ 486,603 $ 65,675 Non-accretable amount (77,392 ) - (198,704 ) (38,317 ) Expected cash flows to be collected 125,311 - 287,899 27,358 Accretable yield (36,005 ) - (73,680 ) (8,038 ) Fair value at acquisition $ 89,306 $ - $ 214,219 $ 19,320 The following table presents the change in the accretable yield for the total loan portfolio for the following periods ($ in thousands): Accretable yield Three months ended June 30, 2016 Three months ended June 30, 2015 Re-performing Non-performing Re-performing Non-performing Balance at beginning of period $ 138,768 $ 16,151 $ 74,045 $ 22,604 Accretable yield additions 20,152 49,626 4,185 Accretion (14,317 ) (2,057 ) (7,739 ) (3,054 ) Reclassification from (to) non-accretable amount, net 39,570 2,204 - - Balance at end of period $ 184,173 $ 16,298 $ 115,932 $ 23,735 Six months ended June 30, 2016 Six months ended June 30, 2015 Re-performing Non-performing Re-performing Non-performing Balance at beginning of period $ 136,455 $ 18,425 $ 54,940 $ 20,686 Accretable yield additions 36,005 73,680 8,038 Accretion (27,857 ) (4,331 ) (12,688 ) (4,989 ) Reclassification from (to) non-accretable amount, net 39,570 2,204 - - Balance at end of period $ 184,173 $ 16,298 $ 115,932 $ 23,735 For the three and six month periods ended June 30, 2016, and June 30, 2015, the Company recognized no provision for loan loss. For the three and six month periods ended June 30, 2016, the Company accreted $16.4 million and $32.2 million, respectively, into interest income with respect to its loan portfolio. For the three and six month periods ended and June 30, 2015, the Company accreted $10.8 million and $17.7 million, respectively, into interest income with respect to its loan portfolio. During the three months ended June 30, 2016, the Company reclassified $39.6 million and $2.2 million from non-accretable amount to accretable yield for its re-performing and non-performing loans, respectively. The reclassification is based on an updated assessment of projected loan cash flows as compared to the projection at the acquisition date. Substantially fewer loans are defaulting than originally projected at acquisition, resulting in greater total cash flows being collected over a longer period of time. Performing loans have a longer duration than non-performing loans and generate higher cash flows over the expected life of the loan. The following table sets forth the carrying value of the Company’s mortgage loans, and related UPB by delinquency status as of June 30, 2016 and December 31, 2015 ($ in thousands): June 30, 2016 December 31, 2015 Number Carrying Unpaid Number Carrying Unpaid Current 1,539 $ 274,302 $ 349,329 1,161 $ 212,469 $ 272,577 30 578 107,919 135,930 479 83,936 107,873 60 298 55,254 67,888 338 55,573 70,781 90 733 119,174 152,253 867 127,435 167,177 Foreclosure 388 73,885 100,171 404 75,464 107,301 Mortgage loans 3,536 $ 630,534 $ 805,571 3,249 $ 554,877 $ 725,709 |
Real estate assets
Real estate assets | 6 Months Ended |
Jun. 30, 2016 | |
Real Estate [Abstract] | |
Real estate assets | Note 4 — Real estate assets The Company primarily acquires REO when a mortgage loan is foreclosed upon and the Company takes title to the property on the foreclosure date. Additionally, from time to time, the Company will acquire real estate assets in purchase transactions. At June 30, 2016, the Company held 103 residential properties with a carrying value of $14.4 million that were acquired through foreclosure and have been reclassified out of its Mortgage Loan Portfolio. As of December 31, 2015, the Company held 55 residential properties with a carrying value of $6.8 million that were acquired through foreclosure and reclassified out of its Mortgage Loan Portfolio. Rental property As of June 30, 2016, the Company owned 3 REO properties with an aggregate carrying value of $0.8 million held for investment as rentals, at which time all of the properties were rented. None of these properties were acquired during the three-months ended June 30, 2016, through foreclosures, and none were transferred from Property held-for sale. As of December 31, 2015, the Company had one REO property having an aggregate carrying value of $0.1 million held for use as a rental, which was rented at that time. Property held-for-sale The Company classifies REO as property held-for sale if the property does not meet its residential rental property investment criteria. For the three-month periods ended June 30, 2016 and June 30, 2015, the Company moved 41 and 20 REO properties having aggregate carrying values of $4.8 million and $2.8 million, respectively, to real estate held-for-sale from its mortgage loan portfolio. For the six-month periods ended June 30, 2016 and June 30, 2015, the Company moved 80 and 45 REO properties having aggregate carrying values of $9.4 million and $7.7 million, respectively, to real estate held-for-sale from its mortgage loan portfolio. As of the periods ended June 30, 2016 and December 31, 2015, the Company’s net investments in REO held-for-sale were $16.6 million and $10.3 million, respectively. Dispositions During the three months ended June 30, 2016 and June 30, 2015, the Company sold 21 and 3 REO properties, realizing net gains of approximately $0.5 million and $27,000, respectively, which are included in Other income on the Company’s consolidated statements of income. During the six months ended June 30, 2016 and 2015, the Company sold 39 and 4 REO properties realizing gains, net of selling expenses, commissions and other costs, of approximately $1.1 million and $22,000 respectively. In addition, following an updated assessment of liquidation amounts expected to be realized that was performed on all REO held at the end of the quarter, a downward adjustment of approximately $0.2 million was recorded to reflect certain REO properties at the lower of cost or estimated fair value for the three and six months ended June 30, 2016, respectively. The Company did not record any lower of cost or estimated fair market value adjustment in 2015. The following table presents the activity in the Company’s carrying value of REO held-for-sale for the three months and six months ended June 30, 2016 and June 30, 2015 (in thousands Property Held-for-sale Three months ended Six months ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 Balance at beginning of period $ 13,380 $ 5,541 $ 10,333 $ 1,316 Transfers from mortgage loans 5,019 3,574 9,851 7,669 Adjustments to record at lower of cost or fair value (154 ) - (200 ) - Disposals (2,324 ) (326 ) (4,137 ) (363 ) Other 630 229 704 396 Balance at end of period $ 16,551 $ 9,018 $ 16,551 $ 9,018 |
Fair value
Fair value | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair value | Note 5 — Fair value The following tables set forth the fair value of financial assets and liabilities by level within the fair value hierarchy as of June 30, 2016 and December 31, 2015 ($ in thousands): Level 1 Level 2 Level 3 June 30, 2016 Carrying Quoted prices in Observable inputs Unobservable Not recognized on consolidated balance sheet at fair value (assets) Mortgage loans $ 630,534 - - $ 689,075 Not recognized on consolidated balance sheet at fair value (liabilities) Secured borrowings, net $ 346,070 - - $ 341,245 Borrowings under repurchase agreement $ 102,240 - $ 102,240 - Level 1 Level 2 Level 3 December 31, 2015 Carrying Quoted prices in Observable inputs Unobservable Not recognized on consolidated balance sheet at fair value (assets) Mortgage loans $ 554,877 - - $ 627,112 Not recognized on consolidated balance sheet at fair value (liabilities) Secured borrowings, net $ 265,006 - - $ 259,649 Borrowings under repurchase agreement $ 104,533 - $ 104,533 - The Company has not transferred any assets from one level to another level during either the three or six months ended June 30, 2016 or the three or six months ended June 30, 2015. The carrying values of its cash and cash equivalents, cash held in trust, receivable from servicer, investment in affiliates, prepaid expenses and other assets, management fee payable and accrued expenses and other liabilities are equal to or approximate fair value. Property held-for-sale is measured at cost at acquisition and subsequently measured at the lower of cost or fair value less cost to sell on a nonrecurring basis. The fair value of property held-for-sale is generally based on estimated market prices from an independently prepared appraisal, an independent BPO, or an internal valuation based upon recent comparable selling prices. The Company’s borrowings under repurchase transactions are short-term in nature, and the Company’s management believes it can renew the current borrowing arrangements on similar terms in the future. Accordingly, the fair value of these borrowings approximates carrying value. The fair value of mortgage loans is estimated using the Manager’s proprietary pricing model which estimates expected cash flows with the discount rate used in the present value calculation representing the estimated effective yield of the loan. The value of transfers of mortgage loans to real estate owned is based upon the present value of future expected cash flows of the loans being transferred. Significant changes to any of the unobservable inputs used in the fair value measurement of the Company’s mortgage loans including discount rates and loan resolution timelines among others, in isolation, could result in a significant change to the fair value measurement. A decline in the discount rate in isolation would increase the fair value. An increase in the loan resolution timeline in isolation would decrease the fair value. The following table sets forth quantitative information about the significant unobservable inputs used to measure the fair value of the Company’s mortgage loans as of June 30, 2016 and December 31, 2015: Range of Values Input June 30, 2016 December 31, 2015 Equity discount rate – Re-performing loans 7% - 14% 7% - 14% Equity discount rate – Non-performing loans 10% - 18% 10% - 18% Cost of debt 4.25% 4.25% Loan resolution timelines – Re-performing loans (in years) 4 - 7 4 - 7 Loan resolution timelines – Non-performing loans (in years) 1.4 - 4 1.4 - 4 |
Unconsolidated affiliates
Unconsolidated affiliates | 6 Months Ended |
Jun. 30, 2016 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Unconsolidated affiliates | Note 6 — Unconsolidated affiliates The Company holds a 40.5% interest in a Delaware trust, GA-E 2014-12, which holds an economic interest in a single small-balance commercial loan secured by a commercial property in Portland, Oregon. Upon the closing of the Company’s original private placement in July 2014, the Company received a 19.8% equity interest in Thetis, a privately held company for which there is no public market for its securities. The Company accounts for its investment in Thetis using the equity method. On March 14, 2016, the Company formed AS Ajax E LLC, to hold an equity interest in a Delaware trust formed to own residential mortgage loans and residential real estate assets. DoubleLine Capital LP, an independent third party, owns 95% of the Trust. Through AS Ajax E LLC, in which the Company holds a 24% interest, the Company owns 1.2% of the Trust, and other investors own 3.8% of the Trust. The Company accounts for its investment in AS Ajax E LLC using the equity method. The table below shows the net income, assets and liabilities for the Company’s unconsolidated affiliates at 100%, and at the Company’s share ( dollars in thousands Net income, assets and liabilities at 100% Net income at 100% Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 GA-E 2014-12 $ 191 $ 221 $ 384 $ 423 Thetis Asset Management $ 231 $ 295 $ 453 $ 500 AS Ajax E LLC $ 57 - $ 57 - Assets and liabilities at 100% June 30, 2016 December 31, 2015 Assets Liabilities Assets Liabilities GA-E 2014-12 $ 6,120 $ 3 $ 5,763 $ 10 Thetis Asset Management $ 3,897 $ 685 $ 3,028 $ 520 AS Ajax E LLC $ 4,642 $ 3 - - Net income, assets and liabilities at Company share Net income at Company share Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 GA-E 2014-12 $ 77 $ 90 $ 156 $ 171 Thetis Asset Management $ 46 $ 58 $ 90 $ 99 AS Ajax E LLC $ 14 - $ 1 - Assets and liabilities at Company share June 30, 2016 December 31, 2015 Assets Liabilities Assets Liabilities GA-E 2014-12 $ 2,479 $ 1 $ 2,334 $ 4 Thetis Asset Management $ 772 $ 136 $ 600 $ 103 AS Ajax E LLC $ 1,125 $ (1) - - |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 7 — Commitments and contingencies The Company regularly enters into agreements to acquire additional mortgage loans and mortgage-related assets, subject to continuing diligence on such assets and other customary closing conditions. There can be no assurance that the Company will acquire any or all of the mortgage loans identified in any acquisition agreement as of the date of these consolidated financial statements, and it is possible that the terms of such acquisitions may change. At June 30, 2016, the Company had commitments to purchase 1,063 RPLs secured by single and one-to-four family residences with aggregate UPB of $189.3 million. Litigation, claims and assessments From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business. As of June 30, 2016, the Company was not a party to, and its properties were not subject to, any pending or threatened legal proceedings that individually or in the aggregate, are expected to have a material impact on its financial condition, results of operations or cash flows. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Note 8 — Debt Repurchase agreements On November 25, 2014, the Company entered into a repurchase facility pursuant to which a newly formed Delaware statutory trust, AJX Mortgage Trust I (the “Seller”), which is wholly owned by the Operating Partnership, will acquire, from time to time, pools of mortgage loans that are primarily secured by first liens on one-to-four family residential properties from its affiliates and/or third party sellers. These mortgage loans will generally be sold from time to time by the Operating Partnership as the “guarantor” to the Seller pursuant to the terms of a mortgage loan purchase agreement by and between the guarantor, as seller, and the Seller, as purchaser, in accordance with the terms thereof. Pursuant to a master repurchase agreement (the “2014 MRA”), these mortgage loans, together with the Seller’s 100% ownership interests in its wholly owned subsidiary, a newly formed Delaware limited liability company (“REO I”), and any future REO subsidiaries wholly owned by the Seller and certain other property of the Seller, will be sold by the Seller to Nomura Corporate Funding Americas, LLC, as buyer, from time to time, pursuant to one or more transactions, not exceeding $200 million at any point in time, with a simultaneous agreement by the Seller to repurchase such mortgage loans and other property, as provided in the 2014 MRA. The obligations of the Seller are guaranteed by the operating partnership. Repurchases under this facility carry interest calculated based on a spread to one-month LIBOR and are fixed for the term of the borrowing. The purchase price for each mortgage loan or REO is generally equal to 65% of the acquisition price for such asset or the then current BPO for the asset. The difference between the market value of the asset and the amount of the repurchase agreement is the amount of equity the Company has in the position and is intended to provide the lender some protection against fluctuations of value in the collateral and/or the failure by the Company to repay the borrowing at maturity. The Company has effective control over the assets associated with this agreement and therefore it is accounted for as a financing arrangement. The facility was amended on May 13, 2015 to increase the transaction limit, and on November 24, 2015 to extend the termination date. The facility termination date is November 22, 2016. On July 15, 2016, the Company entered into a repurchase financing arrangement, as Seller, with JPMorgan Chase Bank, N.A., as Buyer, under which it will sell to Buyer the beneficial interests in mortgage loans and will pledge to Buyer the beneficial interests in such assets, with a simultaneous agreement by Buyer to transfer to the Company and the Company to repurchase such assets on a future date. The arrangement terminates on July 12, 2019, is capped at $150 million, and carries interest at LIBOR plus 2.5% and an annual percentage facility fee of 25 basis points on the committed amount. Gregory services these mortgage loans and the REO properties pursuant to the terms of a servicing agreement by and among the Servicer, the Seller, REO I, and any other REO Subsidiary, which servicing agreement has the same fees and expenses terms as the Company’s servicing agreement described under Note 9 — Related party transactions. The operating partnership as guarantor will provide to the buyer a limited guaranty of certain losses incurred by the buyer in connection with certain events and/or the seller’s obligations under the MLPA, following the breach of certain covenants by the seller or an REO subsidiary related to its status as a special purpose entity, the occurrence of certain bad acts by the Seller Parties, the occurrence of certain insolvency events of the seller or an REO subsidiary or other events specified in the Guaranty. As security for its obligations under the Guaranty, the guarantor will pledge the Trust Certificate representing the Guarantor’s 100% beneficial interest in the Seller. Additionally, we have sold subordinate securities from our mortgage securitizations in repurchase transactions. The following table sets forth the details of the repurchase transactions ($ in thousands): June 30, 2016 Maturity Date Origination date Maximum Amount Amount Interest rate September 9, 2016 March 9, 2016 $ 15,730 $ 15,730 $ 22,470 3.00 % September 30, 2016 March 30, 2016 10,658 10,658 15,226 3.01 % November 22, 2016 November 24, 2015 200,000 66,433 109,252 4.19 % December 23, 2016 June 23, 2016 9,419 9,419 13,391 2.91 % Totals $ 235,807 $ 102,240 $ 160,339 3.77 % December 31, 2015 Maturity Date Origination date Maximum Amount Amount Interest rate March 30, 2016 September 30, 2015 $ 10,838 $ 10,838 $ 15,483 2.53 % June 23, 2016 December 23, 2015 9,374 9,374 13,391 2.91 % November 22, 2016 November 24, 2015 200,000 84,321 135,736 4.17 % Totals $ 220,212 $ 104,533 $ 164,610 3.91 % While the guaranty establishes a master netting arrangement, the arrangement does not meet the criteria for offsetting. The amount outstanding on the Company’s repurchase facility and the carrying value of the Company’s loans pledged as collateral are presented as gross amounts in the Company’s balance sheets at June 30, 2016 and December 31, 2015. Gross amounts not offset in balance sheet Balance sheet date Gross amount of Gross amount Net amount June 30, 2016 $ 102,240 $ 160,339 $ 58,099 December 31, 2015 $ 104,533 $ 164,610 $ 60,077 Secured borrowings From the commencement of operations to June 30, 2016, the Company has completed six securitizations pursuant to Rule 144A under the Securities Act. The securitizations are structured as debt financings and not REMIC sales, and the loans included in the securitizations remain on the Company’s balance sheet as the Company is the primary beneficiary of the securitization trusts, which are VIEs. The securitization VIEs are structured as pass through entities that receive principal and interest on the underlying mortgages and distribute those payments to the holders of the notes. The Company’s exposure to the obligations of the VIEs is generally limited to its investments in the entities. The notes that are issued by the securitization trusts are secured solely by the mortgages held by the applicable trusts and not by any of the Company’s other assets. The mortgage loans of the applicable trusts are the only source of repayment and interest on the notes issued by such trusts. The Company does not guarantee any of the obligations of the trusts under the terms of the agreement governing the notes or otherwise. The Company’s securitizations are structured with Class A notes, Class B notes, and trust certificates which have rights to the residual interests in the mortgages once the notes are repaid. For each of the Company’s six securitizations through June 30, 2016, the Company has retained the Class B notes and the trust certificate. The Class A notes are senior, sequential pay, fixed rate notes. The Class B notes are subordinate, sequential pay, fixed rate notes with Class B-2 notes subordinate to the Class B-1 notes. If the Class A notes have not been redeemed by the payment date 36 months after issue, or otherwise paid in full by that date, an amount equal to the aggregate interest payment amount that accrued and would otherwise be paid to the Class B-1 and the Class B-2 notes will be paid as principal to the Class A notes on that date and each subsequent payment date until the Class A notes are paid in full. After the Class A notes are paid in full, the Class B-1 and Class B-2 notes will resume receiving their respective interest payment amounts and any interest that accrued but was not paid to the Class B notes while the Class A notes were outstanding. As the holder of the trust certificates, the Company is entitled to receive any remaining amounts in the trusts after the Class A notes and Class B notes have been paid in full. The following table sets forth the original terms of all securitization notes at their respective cutoff dates: Issuing Trust/Issue Date Security Original Principal Interest Rate Ajax Mortgage Loan Trust 2014-A/ October 2014 Class A notes due 2057 $45 million 4.00 % Class B-1 notes due 2057 (1) (3) $8 million 5.19 % Class B-2 notes due 2057 (1) (3) $8 million 5.19 % Trust certificates (2) $20.4 million – Deferred issuance costs $(0.9) million – Ajax Mortgage Loan Trust 2014-B / November 2014 Class A notes due 2054 $41.2 million 3.85 % Class B-1 notes due 2054 (1) (3) $13.7 million 5.25 % Class B-2 notes due 2054 (1) (3) $13.7 million 5.25 % Trust certificates (2) $22.9 million – Deferred issuance costs $(0.8) million – Ajax Mortgage Loan Trust 2015-A / May 2015 Class A notes due 2054 $35.6 million 3.88 % Class B-1 notes due 2054 (1) (3) $8.7 million 5.25 % Class B-2 notes due 2054 (1) (3) $8.7 million 5.25 % Trust certificates (2) $22.8 million – Deferred issuance costs $(0.8) million – Ajax Mortgage Loan Trust 2015-B / July 2015 Class A notes due 2060 $87.2 million 3.88 % Class B-1 notes due 2060 (1) (3) $15.9 million 5.25 % Class B-2 notes due 2060 (1) (3) $7.9 million 5.25 % Trust certificates (2) $47.5 million – Deferred issuance costs $(1.5) million – Ajax Mortgage Loan Trust 2015-C / November 2015 Class A notes due 2057 $82.0 million 3.88 % Class B-1 notes due 2057 (1) (3) $6.5 million 5.25 % Class B-2 notes due 2057 (1) (3) $6.5 million 5.25 % Trust certificates (2) $35.1 million – Deferred issuance costs $(2.7) million – Ajax Mortgage Loan Trust 2016-A/ April 2016 Class A notes due 2064 $101.4 million 4.25 % Class B-1 notes due 2064 (1) $7.9 million 5.25 % Class B-2 notes due 2064 (1) $7.9 million 5.25 % Trust certificates (2) $41.3 million – Deferred issuance costs $(2.7) million – (1) The Class B notes are subordinate, sequential pay, fixed rate notes with Class B-2 notes subordinate to the Class B-1 notes. The Company has retained the Class B notes. (2) The trust certificates issued by the trusts and the beneficial ownership of the trusts are retained by Great Ajax Funding LLC as the depositor. As the holder of the trust certificates, the Company is entitled to receive any remaining amounts in the trusts after the Class A notes and Class B notes have been paid in full. (3) These securities are encumbered under a repurchase agreement. Servicing for the mortgage loans in the Company’s securitizations is provided by the Servicer at a servicing fee rate of 0.65% annually of UPB for loans that are re-performing at acquisition and 1.25% annually of UPB for loans that are non-performing at acquisition, and is paid monthly. The following table sets forth the status of the notes held by others at June 30, 2016, December 31, 2015, and the securitization cutoff date ($ in thousands): Balances at June 30, 2016 Balances at December 31, 2015 Original balances at securitization cutoff date Class of Notes Carrying Bond Carrying Bond Mortgage Bond Principal 2014-A $ 53,606 $ 34,659 $ 55,098 $ 36,463 $ 81,405 $ 45,000 2014-B 64,696 32,919 66,292 35,646 91,535 41,191 2015-A 52,991 31,615 53,673 33,674 75,835 35,643 2015-B 110,799 81,305 115,395 84,973 158,498 87,174 2015-C 104,015 72,783 108,238 79,824 130,130 81,982 2016-A 118,778 99,309 - - 158,485 101,431 $ 504,885 $ 352,590 $ 398,696 $ 270,580 $ 695,888 $ 392,421 The Company’s obligations under its secured borrowings are not fixed, and the payments on these borrowings are predicated upon cash flows received on the underlying mortgage loans. Accordingly, a projection of contractual maturities over the next five years is inapplicable. |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 9 — Related party transactions The Company’s consolidated statements of income included the following significant related party transactions ($ in thousands): Three months ended June 30, 2016 Three months ended June 30, 2015 Amount Counterparty Consolidated Amount Counterparty Consolidated Loan servicing fees $ 1,453 Gregory Related party expense-loan servicing fees $ 851 Gregory Related party expense-loan servicing fees Management fee 937 Thetis Related party expense-management fee 856 Thetis Related party expense-management fee Due diligence and related loan acquisition costs 24 Gregory Loan transaction expense 1 Gregory Loan transaction expense Expense reimbursements - - - - Aspen Yo Professional fees Six months ended June 30, 2016 Six months ended June 30, 2015 Amount Counterparty Consolidated Amount Counterparty Consolidated Loan servicing fees $ 2,856 Gregory Related party expense-loan servicing fees $ 1,507 Gregory Related party expense-loan servicing fees Management fee 1,843 Thetis Related party expense-management fee 1,603 Thetis Related party expense-management fee Due diligence and related loan acquisition costs 50 Gregory Loan transaction expense 19 Gregory Loan transaction expense Expense reimbursements - - - 3 Aspen Yo Professional fees The Company’s consolidated balance sheets included the following significant related party balances ($ in thousands): June 30, 2016 December 31, 2015 Amount Counterparty Consolidated Balance Amount Counterparty Consolidated Balance Receivables from Servicer $ 6,949 Gregory Receivable from servicer $ 5,444 Gregory Receivable from servicer Management fee payable 703 Thetis Management fee payable 667 Thetis Management fee payable Servicing fees payable 123 Gregory Accrued expenses and other liabilities 152 Gregory Accrued expenses and other liabilities Expense reimbursement receivable - - - 37 Thetis Prepaid expenses and other assets Management Agreement On July 8, 2014, the Company entered into the Management Agreementwith the Manager, which has a 15-year term. Under the Management Agreement, the Manager implements the Company’s business strategy and manages the Company’s business and investment activities and day-to-day operations, subject to oversight by the Company’s Board of Directors. Among other services, the Manager, directly or through Aspen affiliates, provides the Company with a management team and necessary administrative and support personnel. The Company does not currently have any employees (other than its Chief Financial Officer) and does not expect to have any other employees in the foreseeable future. Each of the Company’s executive officers is an employee or officer, or both, of the Manager or the Servicer. Under the Management Agreement, the Company pays both a base management fee and an incentive fee to the Manager. The base management fee equals 1.5% of our stockholders’ equity per annum and calculated and payable quarterly in arrears. For purposes of calculating the management fee, the Company’s stockholders’ equity means: (a) the sum of (i) the net proceeds from any issuances of common stock or other equity securities issued by the Company or the operating partnership (without double counting) since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance), and (ii) the Company’s and the operating partnership’s (without double counting) retained earnings calculated in accordance with U.S. GAAP at the end of the most recently completed fiscal quarter (without taking into account any non-cash equity compensation expense incurred in current or prior periods), less (A) any amount that the Company or the operating partnership pays to repurchase shares of common stock or OP Units since inception, (B) any unrealized gains and losses and other non-cash items that have affected consolidated stockholders’ equity as reported in the Company’s financial statements prepared in accordance with U.S. GAAP, and (C) one-time events pursuant to changes in U.S. GAAP, and certain non-cash items not otherwise described above, in each case after discussions between the Manager and the Company’s independent directors and approval by a majority of the Company’s independent directors. As a result, the Company’s stockholders’ equity, for purposes of calculating the management fee, could be greater or less than the amount of stockholders’ equity shown on the Company’s consolidated financial statements. The initial $1 million of the quarterly base management fee will be payable 75% in cash and 25% in shares of the Company’s common stock. Any amount of the base management fee in excess of $1 million will be payable in shares of the Company’s common stock until payment is 50% in cash and 50% in shares (the “50/50 split”). Any remaining amount of the quarterly base management fee after the 50/50 split threshold is reached will be payable in equal amounts of cash and shares. As for the Manager’s Incentive Fee, in the event that the payment of the quarterly base management fee has not reached the 50/50 split, all of the incentive fee will be payable in shares of the Company’s common stock until the 50/50 split occurs. In the event that the total payment of the quarterly base management fee and the incentive fee has reached the 50/50 split, 20% of the remaining incentive fee is payable in shares of the Company’s common stock and 80% of the remaining incentive fee is payable in cash. The common stock will be determined using the higher of the most recently reported book value or the average of the closing prices of our common stock on the NYSE on the five business days after the date on which the most recent regular quarterly dividend to holders of our common stock is paid. The Manager has agreed to hold any shares of common stock received by it as payment of the base management fee for at least three years from the date such shares of common stock are received by it. The Manager is also entitled to an incentive management fee that is payable quarterly in arrears in cash in an amount equal to one-fourth of 20% of the dollar amount by which (i) the sum of (A) the aggregate cash dividends, if any, declared out of the REIT taxable income of the Company by the Company’s Board of Directors payable to the holders of the Company’s common stock and (B) the aggregate cash distributions, if any, declared out of the REIT taxable income of the operating partnership (without duplication) by the operating partnership payable to holders of OP Units (other than any OP Units held by the Company as a limited partner) annualized, or the Annualized Dividends and Distributions, in respect of such calendar quarter exceeds (ii) the product of (1) the book value per share of the Company’s common stock as of the end of each such quarter multiplied by the number of shares of the Company’s common stock and OP Units (other than any OP Units held by the Company as a limited partner) outstanding as of the end of such calendar quarter and (2) 8%. Notwithstanding the foregoing, no incentive fee will be payable to the Manager with respect to any calendar quarter unless its cumulative core earnings, as defined in the agreement, is greater than zero for the most recently completed eight calendar quarters, or the number of completed calendar quarters since the closing date of the Original Private Placement, whichever is less. The Company also reimburses the Manager for all third-party, out-of-pocket costs incurred by the Manager for managing its business, including third-party diligence and valuation consultants, legal expenses, auditors and other financial services. The Company will not reimburse the Manager for lease costs or salaries and expenses of employees of the Manager. The reimbursement obligation is not subject to any dollar limitation. Expenses will be reimbursed in cash on a monthly basis. The Company will be required to pay the Manager a termination fee in the event that the Management Agreement is terminated as a result of (i) a termination by the Company without cause, (ii) its decision not to renew the Management Agreement upon the determination of at least two thirds of the Company’s independent directors for reasons including the failure to agree on revised compensation, (iii) a termination by the Manager as a result of the Company becoming regulated as an “investment company” under the Investment Company Act of 1940 (other than as a result of the acts or omissions of the Manager in violation of investment guidelines approved by the Company’s Board of Directors), or (iv) a termination by the Manager if the Company defaults in the performance of any material term of the Management Agreement (subject to a notice and cure period). The termination fee will be equal to twice the combined base fee and incentive fees payable to the Manager during the 12-month period ended as of the end of the most recently completed fiscal quarter prior to the date of termination. Servicing Agreement On July 8, 2014, the Company entered into a 15-year servicing agreement (the “Servicing Agreement”) with the Servicer. The Company’s overall servicing costs under the servicing agreement will vary based on the types of assets serviced. Servicing fees are 0.65% annually of UPB for loans that are re-performing at acquisition and 1.25% annually of UPB for loans that are non-performing at acquisition, and are paid monthly. The total fees incurred by the Company for these services depend upon the UPB and type of mortgage loans that Gregory services pursuant to the terms of the servicing agreement. The fees do not change if a performing loan becomes non-performing or vice versa. Servicing fees for the Company’s real property assets are the greater of (i) the servicing fee applicable to the underlying mortgage loan prior to foreclosure, or (ii) 1.00% annually of the fair market value of the REO as reasonably determined by the Manager or 1.00% annually of the purchase price of any REO otherwise purchased by the Company. The Company will also reimburse Gregory for all customary, reasonable and necessary out-of-pocket costs and expenses incurred in the performance of its obligations, including the actual cost of any repairs and renovations to REO properties. The total fees incurred by the Company for these services will be dependent upon the property value, previous UPB of the relevant loan, and the number of REO properties. If the Management Agreement has been terminated other than for cause and/or the Servicer terminates the servicing agreement, the Company will be required to pay a termination fee equal to the aggregate servicing fees payable under the servicing agreement for the immediate preceding 12-month period. Trademark Licenses Aspen Yo has granted the Company a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the name “Great Ajax” and the related logo. The Company also has a similar license to use the name “Thetis.” The agreement has no specified term. If the Management Agreement expires or is terminated, the trademark license agreement will terminate within 30 days. In the event that this agreement is terminated, all rights and licenses granted thereunder, including, but not limited to, the right to use “Great Ajax” in its name will terminate. Aspen Yo also granted to the Manager a substantially identical non-exclusive, non-transferable, non-sublicensable, royalty-free license use of the name “Thetis.” |
Stock based payments and direct
Stock based payments and director fees | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock based payments and director fees | Note 10 — Stock-based payments and director fees Pursuant to the terms of the Management Agreement, the Company pays a portion of the base fee to the Manager in shares of its common stock with the number of shares determined based on the higher of the most recently reported book value or the average of the closing prices of its common stock on the NYSE on the five business days after the date on which the most recent regular quarterly dividend to holders of its common stock is paid. The Company paid the Manager a base management fee for the three and six months ended June 30, 2016 of $0.9 million and $1.8 million, respectively, of which the Company paid $0.2 million and $0.5 million, respectively, in 15,684 and 30,600 shares, respectively, of its common stock. The shares issued to the Manager are restricted securities subject to transfer restrictions. In addition, each of the Company’s independent directors receives an annual retainer of $50,000, payable quarterly, half of which is paid in shares of the Company’s common stock on the same basis as the stock portion of the management fee payable to the Manager and half in cash. The following table sets forth the Company’s stock-based management fees and independent director fees ($ in thousands except share amounts). Management fees and director fees For the three-months ended For the three-months ended Number of Amount of expense recognized (1) Number of Amount of expense recognized (1) Management Fees 15,684 $ 234 29,790 $ 411 Independent Director Fees 1,672 25 1,740 25 17,356 $ 259 31,530 $ 436 For the six-months ended For the six-months ended Number of Amount of expense recognized (1) Number of Amount of expense recognized (1) Management Fees 30,600 $ 462 55,877 $ 814 Independent Director Fees 3,320 52 3,488 50 33,920 $ 514 59,365 $ 864 (1) All management fees and independent director fees are fully expensed in the period in which they are incurred. The Director Plan is designed to promote the Company’s interests by attracting and retaining qualified and experienced individuals for service as non-employee directors. The Director Plan is administered by the Company’s Board of Directors. The total number of shares of common stock or other stock-based award, including grants of long term incentive plan (“LTIP”) units from the operating partnership, available for issuance under the Director Plan is 100,000 shares. At the closing of the Original Private Placement, the Company issued to each of its three independent directors restricted stock awards of 2,000 shares of its common stock, which are subject to a one-year vesting period. At the time of the IPO in February 2015, the Company added an additional independent director who was also granted a restricted stock award of 2,000 shares of common stock, subject to a one-year vesting period. The following table sets forth the activity in its restricted stock plan ($ in thousands, except share and per share amounts): Restricted stock Number of Per share Total cost of Grant expense Grant expense July 8, 2014, Directors’ Grants (1) 6,000 $ 15.00 $ 90 $ - $ - February 19, 2015 Director Grant (1) 2,000 14.25 29 - 2 8,000 $ 119 $ - $ 2 Number of Per share Total cost of Grant expense Grant expense July 8, 2014, Directors’ Grants (1) 6,000 $ 15.00 $ 90 $ 23 $ 45 February 19, 2015 Director Grant (1) 2,000 14.25 29 7 12 8,000 $ 119 $ 30 $ 57 (1) Vesting period is one year from grant date. |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 11 — Income taxes As a REIT, the Company must meet certain organizational and operational requirements including the requirement to distribute at least 90% of its annual REIT taxable income to its stockholders. As a REIT, the Company generally will not be subject to U.S. federal income tax to the extent the Company distributes its REIT taxable income to its stockholders and provided the Company satisfies the REIT requirements including certain asset, income, distribution and stock ownership tests. If the Company fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it will be subject to U.S. federal, state and local income taxes and may be precluded from qualifying as a REIT for the subsequent four taxable years following the year in which it lost its REIT qualification. The Company’s consolidated financial statements include the operations of Thetis TRS and GAJX Real Estate LLC, which are subject to U.S. federal, state and local income taxes on the Company’s taxable income. Provisions for income taxes of $26,000 and $23,000 were recorded for the three- and six-month periods ended June 30, 2016. Provisions for income taxes of $16,000 were recorded for both the three- and six-month periods ended June 30, 2015, respectively. |
Earnings per share
Earnings per share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per share | Note 12 — Earnings per share The following table sets forth the components of basic and diluted earnings per share ($ in thousands, except share and per share amounts): Three months ended June 30, 2016 Three months ended June 30, 2015 Income Shares Per Share Income Shares Per Share Basic EPS Consolidated income attributable to common stockholders $ 6,605 15,742,932 $ 5,436 15,237,739 Allocation of earning to participating restricted shares (9 ) - (17 ) - Consolidated income attributable to unrestricted common stockholders $ 6,596 15,742,932 $ 0.42 $ 5,419 15,237,739 $ 0.36 Effect of dilutive securities Operating partnership units 257 624,106 223 624,106 Restricted stock grants and Manager and director fee shares 9 22,088 17 47,789 Diluted EPS Consolidated income attributable to common stockholders and dilutive securities $ 6,862 16,389,126 $ 0.42 $ 5,659 15,909,634 $ 0.36 Six months ended June 30, 2016 Six months ended June 30, 2015 Income Shares Per Share Income Shares Per Share Basic EPS Consolidated income attributable to common stockholders $ 14,256 15,524,725 $ 9,076 14,129,162 Allocation of earning to participating restricted shares (23 ) - (31 ) - Consolidated income attributable to unrestricted common stockholders $ 14,233 15,524,725 $ 0.92 $ 9,045 14,129,162 $ 0.64 Effect of dilutive securities Operating partnership units 569 624,106 398 624,106 Restricted stock grants and Manager and director fee shares 23 25,333 31 48,051 Diluted EPS Consolidated income attributable to common stockholders and dilutive securities $ 14,825 16,174,164 $ 0.92 $ 9,474 14,801,319 $ 0.64 |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 13 — Subsequent events Director appointment On July 7, 2016, the Company’s Board of Directors appointed Paul Friedman to fill a vacancy on the Board. Mr. Friedman will serve as a member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Mr. Friedman is an independent director, as defined by the NYSE. In connection with his appointment, Mr. Friedman received a stock award of 2,000 shares of the Company’s common stock subject to a one-year vesting period pursuant to the 2014 Director Equity Plan. As a director, Mr. Friedman will be entitled to an annual retainer of $50,000, payable quarterly, half in shares of the Company’s common stock and half in cash. Repurchase facility On July 15, 2016, the Company entered into a repurchase financing arrangement, as Seller, with JPMorgan Chase Bank, N.A., as Buyer, under which it will sell to Buyer the beneficial interests in mortgage loans and will pledge to Buyer the beneficial interests in such assets, with a simultaneous agreement by Buyer to transfer to the Company and the Company to repurchase such assets on a future date. The arrangement terminates on July 12, 2019, is capped at $150 million, and carries interest at LIBOR plus 2.5%, and an annual percentage facility fee of 25 basis points on the committed amount. Dividend declaration On July 28, 2016 the Company’s Board of Directors declared a dividend of $0.25 per share, to be paid on August 31, 2016, to stockholders of record as of August 16, 2016. Mortgage loan pool acquisitions During July 2016, we completed the acquisitions of 882 RPLs with aggregate UPB of $149.2 million in five transactions from five different sellers. The loans were acquired at 83.6% of UPB and the estimated market value of the underlying collateral is $211.2 million. The purchase price equaled 59.1% of the estimated market value of the underlying collateral. All of these acquisitions had closed as of July 31, 2016. Additionally, we have agreed to acquire, subject to due diligence, 626 RPLs with aggregate UPB of $124.0 million in eight transactions from eight different sellers. The purchase price equals 82.6% of UPB and 59.9% of the estimated market value of the underlying collateral of $171.0 million. We have not entered into a definitive agreement with respect to these loans, and there is no assurance that we will enter into a definitive agreement relating to these loans or, if such an agreement is executed, that we will actually close the acquisitions or that the terms will not change. Management fees On August 1, 2016 the Company issued 15,684 shares of its common stock to the Manager in payment of the stock-based portion of the management fee due for the second quarter of 2016 in a private transaction. The management fee expense associated with these shares was recorded as an expense in the second quarter of 2016. Directors’ retainer On August 1, 2016 the Company issued each of its independent directors 418 shares of its common stock in payment of half of their quarterly director fees for the second quarter of 2016. |
Summary of significant accoun20
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Mortgage loans | Mortgage loans Purchased mortgage loans are initially recorded at the purchase price, net of any acquisition fees or costs at the time of acquisition and are considered asset acquisitions. As part of the determination of the bid price for mortgage loans, the Company uses a proprietary discounted cash flow valuation model to project expected cash flows, and consider alternate loan resolution probabilities, including liquidation or conversion to real estate owned. Observable inputs to the model include interest rates, loan amounts, status of payments and property types. Unobservable inputs to the model include discount rates, forecast of future home prices, alternate loan resolution probabilities, resolution timelines, the value of underlying properties and other economic and demographic data. |
Loans acquired with deterioration in credit quality | Loans acquired with deterioration in credit quality The loans acquired by the Company have generally suffered some credit deterioration subsequent to origination. As a result, the Company is required to account for the mortgage loans pursuant to ASC 310-30, (Accounting for Loans with Deterioration in Credit Quality ). Under ASC 310-30, acquired loans may be aggregated and accounted for as a pool of loans if the loans have common risk characteristics. A pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. Re-performing mortgage loans have been determined to have common risk characteristics and are accounted for as a single loan pool for loans acquired within each three-month calendar quarter. Similarly, non-performing mortgage loans have been determined to have common risk characteristics and are accounted for as a single non-performing pool for loans acquired within each three-month calendar quarter. Excluded from the aggregate pools are loans that pay in full subsequent to the closing date but prior to pooling. Any gain or loss incurred on these loans is recognized in other income in the period the loan pays in full. The Company’s accounting for loans under ASC 310-30 gives rise to an accretable yield and a non-accretable amount. The excess of all undiscounted cash flows expected to be collected at acquisition over the initial investment in the loans is the accretable yield. Cash flows expected at acquisition include all cash flows directly related to the acquired loan, including those expected from the underlying collateral. The Company recognizes the accretable yield as interest income on a prospective level yield basis over the life of the pool. The excess of a loan’s contractually required payments receivable over the amount of cash flows expected at the acquisition is the non-accretable amount. The Company’s expectation of the amount of cash flows expected to be collected is evaluated at the end of each calendar quarter. If the Company expects to collect greater cash flows over the life of the pool, the accretable yield amount increases and the expected yield to maturity is adjusted on a prospective basis. If the Company expects to collect lower cash flows over the life of the pool, the Company records an impairment through the allowance for loan losses. |
Loans acquired that have not experienced a deterioration in credit quality | Loans acquired that have not experienced a deterioration in credit quality While the Company generally acquires loans that have experienced deterioration in credit quality, it may, from time to time, acquire loans that have not missed a scheduled payment and have not experienced a deterioration in credit quality. Accrual of interest on individual loans is discontinued when management believes that, after considering economic and business conditions and collection efforts, the borrower’s financial condition is such that collection of interest is doubtful. The Company’s policy is to stop accruing interest when a loan’s delinquency exceeds 90 days. All interest accrued but not collected for loans that are placed on non-accrual status or subsequently charged-off are reversed against interest income. Income is subsequently recognized on the cash basis until, in management’s judgment, the borrower’s ability to make periodic principal and interest payments returns and future payments are reasonably assured, in which case the loan is returned to accrual status. An individual loan is considered to be impaired when, based on current events and conditions, it is probable the Company will be unable to collect all amounts due (both principal and interest) according to the contractual terms of the loan agreement. Impaired loans are carried at the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s market price, or the fair value of the collateral if the loan is collateral dependent. For individual loans, a troubled debt restructuring is a formal restructuring of a loan where, for economic or legal reasons related to the borrower’s financial difficulties, a concession that would not otherwise be considered is granted to the borrower. The concession may be granted in various forms, including providing a below-market interest rate, a reduction in the loan balance or accrued interest, an extension of the maturity date, or a combination of these. An individual loan that has had a troubled debt restructuring is considered to be impaired and is subject to the relevant accounting for impaired loans. Loans are tested quarterly for impairment and impairment reserves are recorded to the extent the net realizable value of the underlying collateral falls below net book value. If necessary, an allowance for loan losses is established through a provision for loan losses charged to expenses. The allowance is an amount that management believes will be adequate to absorb probable losses on existing loans that may become uncollectible, based on evaluations of the collectability of loans. |
Real estate | Real estate The Company acquires real estate properties when it forecloses on the borrower and takes title to the underlying property (real estate owned or REO). Property is recorded at cost if purchased, or at the present value of future cash flows if obtained through foreclosure by the Company. Property that is currently unoccupied and actively marketed for sale is classified as held-for-sale. Property held-for-sale is carried at the lower of its acquisition basis, net realizable value (fair market value less expected selling costs), appraisals or independent broker price opinion (BPOs). Net unrealized losses due to changes in market value are recognized through a valuation allowance by charges to income. No depreciation or amortization expense is recognized on properties held-for-sale, while holding costs are expensed as incurred. Rental property is property not held-for-sale. Rental properties are intended to be held as long-term investments but may eventually be held-for-sale. Property is held for investment as rental property if the modeled present value of the future expected cash flows from use as a rental exceed the present value of expected cash flows from a sale. Depreciation is provided for using the straight-line method over the estimated useful lives of the assets of three to 27.5 years. The Company performs an impairment analysis for all rental property not held-for-sale using estimated cash flows if events or changes in circumstances indicate that the carrying value may be impaired, such as prolonged vacancy, identification of materially adverse legal or environmental factors, changes in expected ownership period or a decline in market value to an amount less than cost. This analysis is performed at the property level. The cash flows are estimated based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for rental properties, competition for customers, changes in market rental rates, costs to operate each property and expected ownership periods. If the carrying amount of a held-for-investment asset exceeds the sum of its undiscounted future operating and residual cash flows, an impairment loss is recorded for the difference between estimated fair value of the asset and the carrying amount. The Company generally estimates the fair value of assets held for use by using BPOs. In some instances, appraisal information may be available and is used in addition to BPOs. The Company performs property renovations to maximize the value of the property for its rental strategy. Such expenditures are part of its initial investment in a property and, therefore, are capitalized as part of the basis of the property. Subsequently, the residential property, including any renovations that improve or extend the life of the asset, are accounted for at cost. The cost basis is depreciated using the straight-line method over an estimated useful life of three to 27.5 years. Interest and other carrying costs incurred during the renovation period are capitalized until the property is ready for its intended use. Expenditures for ordinary maintenance and repairs are charged to expense as incurred. |
Secured borrowings | Secured borrowings The Company, through securitization trusts, issues callable debt secured by its mortgage loans in the ordinary course of business. The secured borrowings are structured as debt financings, and the loans remain on the Company’s balance sheet as the Company is the primary beneficiary of the securitization trusts, which are variable interest entities (VIEs). These secured borrowing VIEs are structured as pass through entities that receive principal and interest on the underlying mortgages and distribute those payments to the holders of the notes. The Company’s exposure to the obligations of the VIEs is generally limited to its investments in the entities; the creditors do not have recourse to the primary beneficiary. Coupon interest on the debt is recognized using the accrual method of accounting. Deferred issuance costs, including original issue discount and debt issuance costs, are amortized on an effective yield basis based on the underlying cash flow of the mortgage loans. The Company assumes the debt will be called at the specified call date for purposes of amortizing discount and issuance costs because the Company believes it will have the intent and ability to call the debt on the call date. Changes in the actual or projected underlying cash flows are reflected in the timing and amount of deferred issuance cost amortization. |
Repurchase facilities | Repurchase facilities The Company enters into repurchase financing facilities under which it nominally sells assets to a counterparty and simultaneously enters into an agreement to repurchase the sold assets at a price equal to the sold amount plus an interest factor. Despite being legally structured as sales and subsequent repurchases, repurchase transactions are generally accounted for as debt secured by the underlying assets. At the maturity of a repurchase financing, unless the repurchase financing is renewed, the Company is required to repay the borrowing including any accrued interest and concurrently receives back its pledged collateral from the lender. |
Management fee and expense reimbursement | Management fee and expense reimbursement Under the management agreement with the Manager (the “Management Agreement”), the Company pays a quarterly base management fee based on its stockholders’ equity and a quarterly incentive management fee based on its cash distributions to its stockholders. Manager fees are expensed in the quarter incurred and the portion payable in common stock is included in stockholders’ equity at quarter end. See Note 9 — Related party transactions. |
Servicing fees | Servicing fees Under the Company’s Servicing Agreement, Gregory receives servicing fees of 0.65% annually of the Unpaid Principal Balance (UPB) for loans that are re-performing at acquisition and 1.25% annually of UPB for loans that are non-performing at acquisition. Servicing fees are paid monthly. The total fees incurred by the Company for these services depend upon the UPB and type of mortgage loans that Gregory services pursuant to the terms of the servicing agreement. The fees do not change if a re-performing loan becomes non-performing or vice versa. Servicing fees for the Company’s real property assets are the greater of (i) the servicing fee applicable to the underlying mortgage loan prior to foreclosure, or (ii) 1.00% annually of the fair market value of the REO as reasonably determined by the Manager or 1.00% annually of the purchase price of any REO otherwise purchased by the Company. Gregory is reimbursed for all customary, reasonable and necessary out-of-pocket costs and expenses incurred in the performance of its obligations, including the actual cost of any repairs and renovations undertaken on the Company’s behalf. The total fees incurred by the Company for these services will be dependent upon the UPB and type of mortgage loans that Gregory services, property values, previous UPB of the relevant loan, and the number of REO properties. The agreement will automatically renew for successive one-year terms, subject to prior written notice of non-renewal. In certain cases, the Company may be obligated to pay a termination fee. The Management Agreement will automatically terminate at the same time as the servicing agreement if the servicing agreement is terminated for any reason. See Note 9 — Related party transactions. |
Stock-based payments | Stock-based payments The Management Agreement provides for the payment to the Manager of a management fee. The Company pays a portion of the management fee in cash, and a portion of the management fee in shares of the Company’s common stock, which are issued to the Manager in a private placement and are restricted securities under the Securities Act. On October 27, 2015, the Company entered into an amended and restated management agreement with the Manager (the “Amended and Restated Agreement”), which amended the portion of the base management fee and manager’s incentive fee to be payable in cash and shares of the Company’s common stock retroactive to July 1, 2015. Shares issued to the Manager are determined based on the higher of the most recently reported book value or the average of the closing prices of our common stock on the NYSE on the five business days after the date on which the most recent regular quarterly dividend to holders of our common stock is paid. Management fees paid in common stock are expensed in the quarter incurred and recorded in equity at quarter end. Pursuant to the Company’s 2014 Director Equity Plan (the “Director Plan”), the Company may make stock-based awards. The Company has issued to each of the independent directors restricted stock awards of 2,000 shares of its common stock, which are subject to a one-year vesting period. In addition, each of the Company’s independent directors receives an annual retainer of $50,000, payable quarterly, half of which is paid in shares of the Company’s common stock on the same basis as the stock portion of the management fee payable to the Manager, and half in cash. Stock-based expense for the directors’ annual retainer is expensed as earned, in equal quarterly amounts during the year, and recorded in equity at quarter end. On June 7, 2016, the Company’s stockholders approved the 2016 Equity Incentive Plan (the “2016 Plan”), to attract and retain non-employee directors, executive officers, key employees and service providers, including officers and employees of the Company’s affiliates. The 2016 Plan authorized the adoption of up to 5% of outstanding shares on a fully diluted basis (assuming, if applicable, the exercise of all outstanding options and the conversion of all warrants and convertible securities, including OP Units and LTIP units, into shares of common stock). At the time of the adoption of the 2016 Plan, there were 793,905 shares available under for distribution. |
Directors' fees | Directors’ fees The expense related to directors’ fees is accrued and, the portion payable in common stock is reflected in stockholders’ equity in the period in which it is incurred. |
Variable interest entities | Variable interest entities In the normal course of business, the Company enters into various types transactions with special purpose entities (SPEs), which have primarily consisted of trusts established for the Company’s secured borrowings (See “Secured Borrowings” above and Note 8 to the financial statements). Additionally, from time to time, the Company may enter into joint ventures with unrelated entities. The Company evaluates each transaction and its resulting beneficial interest to determine if the entity formed pursuant to the transaction should be classified as a Variable Interest Entity (VIE). If an entity created in a transaction meets the definition of a VIE and the Company determines that Great Ajax is the primary beneficiary, the Company will include the entity in its consolidated financial statements. |
Cash and cash equivalents | Cash and cash equivalents Highly liquid investments with an original maturity of three months or less when purchased are considered cash equivalents. The Company maintains cash and cash equivalents at insured banking institutions. Certain account balances exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. |
Cash held in trust | Cash held in trust Cash held in trust consists of cash balances legally due to lenders, and is segregated from the Company’s other cash deposits. Cash held in trust is not available to the Company for any purposes other than the settlement of existing obligations to the lender. |
Earnings per share | Earnings per share Basic earnings per share is computed by dividing consolidated net income attributable to common stockholders by the weighted average common stock outstanding during the period. The Company treats unvested restricted stock issued under its stock-based compensation plan, which are entitled to non-forfeitable dividends, as participating securities and applies the two-class method in calculating basic earnings per share. Diluted earnings per share is computed by dividing consolidated net income attributable to common stockholders and dilutive securities by the weighted average common stock outstanding for the period plus other potentially dilutive securities, such as stock grants, shares that would be issued in the event that OP Units are redeemed for shares of common stock of the Company and shares issued in respect of the stock-based portion of the base fee payable to the Manager and directors’ fees. |
Fair value of financial instruments | Fair value of financial instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy has been established that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: · Level 1 · Level 2 · Level 3 The degree of judgment utilized in measuring fair value generally correlates to the level of pricing observability. Assets and liabilities with readily available actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgment utilized in measuring fair value. Conversely, assets and liabilities rarely traded or not quoted will generally have little or no pricing observability and a higher degree of judgment utilized in measuring fair value. Pricing observability is impacted by a number of factors, including the type of asset or liability, whether it is new to the market and not yet established, and the characteristics specific to the transaction. The fair value of mortgage loans is estimated using the Manager’s proprietary pricing model which estimates expected cash flows with the discount rate used in the present value calculation representing the estimated effective yield of the loan. The Company calculates the fair value for the senior debt consolidated on its balance sheet from securitization trusts by using the Company’s proprietary pricing model to estimate the cash flows expected to be generated from the underlying collateral with the discount rate used in the present value calculation representing an estimate of the average rate for debt instruments with similar durations and risk factors. |
Income taxes | Income taxes The Company elected REIT status upon the filing of its 2014 income tax return, and has conducted its operations in order to satisfy and maintain eligibility for REIT status. Accordingly, the Company does not believe it will be subject to U.S. federal income tax from the year ended December 31, 2014 forward on the portion of the Company’s REIT taxable income that is distributed to the Company’s stockholders as long as certain asset, income and stock ownership tests are met. If the Company fails to qualify as a REIT in any taxable year, it generally will not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for the four taxable years following the year during which qualification is lost. The Company may also be subject to state or local income or franchise taxes. Thetis TRS, GAJX Real Estate LLC, and any other TRS that the Company forms will be subject to U.S. federal and state income taxes. On February 22, 2016, the Company received a private letter ruling from the Internal Revenue Service regarding the consequences of owning the interest in our Manager through its operating partnership. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which management expects those temporary differences to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period in which the change occurs. Subject to the Company’s judgment, it reduces a deferred tax asset by a valuation allowance if it is “more–likely-than-not” that some or all of the deferred tax asset will not be realized. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in evaluating tax positions, and the Company recognizes tax benefits only if it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authority. The Company evaluates tax positions taken in its consolidated financial statements under the interpretation for accounting for uncertainty in income taxes. As a result of this evaluation, the Company may recognize a tax benefit from an uncertain tax position only if it is “more-likely-than-not” that the tax position will be sustained on examination by taxing authorities. The Company’s tax returns remain subject to examination and consequently, the taxability of the distributions and other tax positions taken by the Company may be subject to change. Distributions to stockholders generally will be taxable as ordinary income, although a portion of such distributions may be designated as long-term capital gain or qualified dividend income, or may constitute a return of capital. The Company furnishes annually to each stockholder a statement setting forth distributions paid during the preceding year and their U.S. federal income tax treatment. |
Offering costs | Offering costs Costs associated with the Company’s completed offerings of shares of common stock have been netted against, and are reflected as a reduction in, additional paid-in capital. |
Segment information | Segment information The Company’s primary business is acquiring, investing in and managing a portfolio of mortgage loans. The Company operates in a single segment focused on non-performing mortgages and re-performing mortgages. |
Emerging growth company | Emerging growth company Section 107 of the Jumpstart Our Business Startups Act (the “JOBS Act”) provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the benefits of this extended transition period. Its consolidated financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards. |
Reclassifications | Reclassifications Certain amounts in the Company’s 2015 Consolidated Financial Statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net income or equity. |
Recently adopted accounting standards | Recently adopted accounting standards In February 2015, the FASB issued ASU 2015-02 Amendments to the Consolidation Analysis. These amendments: (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015. The Company implemented this amendment for the six months ended June 30, 2016. As a result of this implementation, there was no effect on the application of the Company’s consolidation policy. In April 2015, the FASB issued ASU 2015-03 Interest – Imputation of Interest. The amendments in this update require that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of a debt liability, consistent with debt discounts. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. This guidance may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. In June 2015, the FASB issued ASU 2015-15, which acknowledges that the scope of ASU 2015-03 does not include line-of-credit arrangements but indicates that the SEC staff would not object to an entity deferring and presenting debt issuance costs for a line-of-credit borrowing arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement. The Company implemented this amendment during the three months ended March 31, 2016. The result of this implementation was a reduction of approximately $4.9 million on the balance sheet in Prepaid expenses and other assets, and an offsetting reduction of approximately $4.9 million in Secured borrowings, based on the Company’s balance sheet at March 31, 2016. There was no effect on the presentation of the Company’s Borrowings under repurchase agreement in its consolidated balance sheets as these borrowings are short-term in nature and as such are unaffected by the ASU. Additionally, there was no effect on consolidated net income, or equity. |
Recently issued accounting standards | Recently issued accounting standards In May 2014, Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09 Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services . While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. In January 2016, the FASB issued ASU 2016-01Financial Instruments – Overall. ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Specifically the guidance (1) requires equity investments to be measured at fair value with changes in fair value recognized in earnings, (2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (3) eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost, (4) requires the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (5) requires an entity to present separately in other comprehensive income the portion of the total change in fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option, (6) requires separate presentation of financial assets and liabilities by measurement category and form on the balance sheet or the notes to the financial statements, and (7) clarifies that the need for a valuation allowance on a deferred tax asset related to an available-for-sale security should be evaluated with other deferred tax assets. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-07 Investments – Equity Method and Joint Ventures which is intended to simplify the transition to the equity method of accounting. The guidance eliminates the retrospective application of the equity method of accounting when obtaining significant influence over a previously held investment. The guidance requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09 Compensation – Stock Compensation. The guidance primarily simplifies the accounting for employee share-based payment transactions, including a new requirement to record all of the income tax effects at settlement or expiration through the income statement, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses. The main objective of this guidance is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity. To achieve this, the amendments in this guidance replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Specifically, the amendments in this guidance requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. This guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted, beginning with fiscal years after December 15, 2018. The Company is currently evaluating the impact on its consolidated financial statements. |
Mortgage loans (Tables)
Mortgage loans (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Mortgage Loans [Abstract] | |
Schedule of contractually required payments and estimated cash flows expected to be collected | Three months ended June 30, 2016 Three months ended June 30, 2015 Acquisitions Re-performing Non-performing Re-performing Non-performing Contractually required principal and interest $ 120,524 $ - $ 332,571 $ 31,827 Non-accretable amount (48,244 ) - (132,557 ) (18,598 ) Expected cash flows to be collected 72,280 - 200,014 13,229 Accretable yield (20,152 ) - (49,626 ) (4,185 ) Fair value at acquisition $ 52,128 $ - $ 150,388 $ 9,044 Six months ended June 30, 2016 Six months ended June 30, 2015 Re-performing Non-performing Re-performing Non-performing Contractually required principal and interest $ 202,703 $ - $ 486,603 $ 65,675 Non-accretable amount (77,392 ) - (198,704 ) (38,317 ) Expected cash flows to be collected 125,311 - 287,899 27,358 Accretable yield (36,005 ) - (73,680 ) (8,038 ) Fair value at acquisition $ 89,306 $ - $ 214,219 $ 19,320 |
Schedule of accretable yield | Accretable yield Three months ended June 30, 2016 Three months ended June 30, 2015 Re-performing Non-performing Re-performing Non-performing Balance at beginning of period $ 138,768 $ 16,151 $ 74,045 $ 22,604 Accretable yield additions 20,152 49,626 4,185 Accretion (14,317 ) (2,057 ) (7,739 ) (3,054 ) Reclassification from (to) non-accretable amount, net 39,570 2,204 - - Balance at end of period $ 184,173 $ 16,298 $ 115,932 $ 23,735 Six months ended June 30, 2016 Six months ended June 30, 2015 Re-performing Non-performing Re-performing Non-performing Balance at beginning of period $ 136,455 $ 18,425 $ 54,940 $ 20,686 Accretable yield additions 36,005 73,680 8,038 Accretion (27,857 ) (4,331 ) (12,688 ) (4,989 ) Reclassification from (to) non-accretable amount, net 39,570 2,204 - - Balance at end of period $ 184,173 $ 16,298 $ 115,932 $ 23,735 |
Schedule of carrying value of mortgage loans and related UPB by delinquency status | June 30, 2016 December 31, 2015 Number Carrying Unpaid Number Carrying Unpaid Current 1,539 $ 274,302 $ 349,329 1,161 $ 212,469 $ 272,577 30 578 107,919 135,930 479 83,936 107,873 60 298 55,254 67,888 338 55,573 70,781 90 733 119,174 152,253 867 127,435 167,177 Foreclosure 388 73,885 100,171 404 75,464 107,301 Mortgage loans 3,536 $ 630,534 $ 805,571 3,249 $ 554,877 $ 725,709 |
Real estate assets (Tables)
Real estate assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Real Estate [Abstract] | |
Schedule of activity in the Company's carrying value of REO held-for-sale | Property Held-for-sale Three months ended Six months ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 Balance at beginning of period $ 13,380 $ 5,541 $ 10,333 $ 1,316 Transfers from mortgage loans 5,019 3,574 9,851 7,669 Adjustments to record at lower of cost or fair value (154 ) - (200 ) - Disposals (2,324 ) (326 ) (4,137 ) (363 ) Other 630 229 704 396 Balance at end of period $ 16,551 $ 9,018 $ 16,551 $ 9,018 |
Fair value (Tables)
Fair value (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of financial assets and liabilities | Level 1 Level 2 Level 3 June 30, 2016 Carrying Quoted prices in Observable inputs Unobservable Not recognized on consolidated balance sheet at fair value (assets) Mortgage loans $ 630,534 - - $ 689,075 Not recognized on consolidated balance sheet at fair value (liabilities) Secured borrowings, net $ 346,070 - - $ 341,245 Borrowings under repurchase agreement $ 102,240 - $ 102,240 - Level 1 Level 2 Level 3 December 31, 2015 Carrying Quoted prices in Observable inputs Unobservable Not recognized on consolidated balance sheet at fair value (assets) Mortgage loans $ 554,877 - - $ 627,112 Not recognized on consolidated balance sheet at fair value (liabilities) Secured borrowings, net $ 265,006 - - $ 259,649 Borrowings under repurchase agreement $ 104,533 - $ 104,533 - |
Schedule of quantitative information about significant unobservable inputs | Range of Values Input June 30, 2016 December 31, 2015 Equity discount rate – Re-performing loans 7% - 14% 7% - 14% Equity discount rate – Non-performing loans 10% - 18% 10% - 18% Cost of debt 4.25% 4.25% Loan resolution timelines – Re-performing loans (in years) 4 - 7 4 - 7 Loan resolution timelines – Non-performing loans (in years) 1.4 - 4 1.4 - 4 |
Unconsolidated affiliates (Tabl
Unconsolidated affiliates (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Schedule of assets and liabilities for the Company's unconsolidated affiliates at 100%, and at the Company's share | Net income, assets and liabilities at 100% Net income at 100% Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 GA-E 2014-12 $ 191 $ 221 $ 384 $ 423 Thetis Asset Management $ 231 $ 295 $ 453 $ 500 AS Ajax E LLC $ 57 - $ 57 - Assets and liabilities at 100% June 30, 2016 December 31, 2015 Assets Liabilities Assets Liabilities GA-E 2014-12 $ 6,120 $ 3 $ 5,763 $ 10 Thetis Asset Management $ 3,897 $ 685 $ 3,028 $ 520 AS Ajax E LLC $ 4,642 $ 3 - - Net income, assets and liabilities at Company share Net income at Company share Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 GA-E 2014-12 $ 77 $ 90 $ 156 $ 171 Thetis Asset Management $ 46 $ 58 $ 90 $ 99 AS Ajax E LLC $ 14 - $ 1 - Assets and liabilities at Company share June 30, 2016 December 31, 2015 Assets Liabilities Assets Liabilities GA-E 2014-12 $ 2,479 $ 1 $ 2,334 $ 4 Thetis Asset Management $ 772 $ 136 $ 600 $ 103 AS Ajax E LLC $ 1,125 $ (1 ) - - |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of details of repurchase agreement | June 30, 2016 Maturity Date Origination date Maximum Amount Amount Interest rate September 9, 2016 March 9, 2016 $ 15,730 $ 15,730 $ 22,470 3.00 % September 30, 2016 March 30, 2016 10,658 10,658 15,226 3.01 % November 22, 2016 November 24, 2015 200,000 66,433 109,252 4.19 % December 23, 2016 June 23, 2016 9,419 9,419 13,391 2.91 % Totals $ 235,807 $ 102,240 $ 160,339 3.77 % December 31, 2015 Maturity Date Origination date Maximum Amount Amount Interest rate March 30, 2016 September 30, 2015 $ 10,838 $ 10,838 $ 15,483 2.53 % June 23, 2016 December 23, 2015 9,374 9,374 13,391 2.91 % November 22, 2016 November 24, 2015 200,000 84,321 135,736 4.17 % Totals $ 220,212 $ 104,533 $ 164,610 3.91 % |
Schedule of amount outstanding on repurchase transactions and carrying value collateral | Gross amounts not offset in balance sheet Balance sheet date Gross amount of Gross amount Net amount June 30, 2016 $ 102,240 $ 160,339 $ 58,099 December 31, 2015 $ 104,533 $ 164,610 $ 60,077 |
Schedule of securitization of notes | Issuing Trust/Issue Date Security Original Principal Interest Rate Ajax Mortgage Loan Trust 2014-A/ October 2014 Class A notes due 2057 $45 million 4.00 % Class B-1 notes due 2057 (1) (3) $8 million 5.19 % Class B-2 notes due 2057 (1) (3) $8 million 5.19 % Trust certificates (2) $20.4 million – Deferred issuance costs $(0.9) million – Ajax Mortgage Loan Trust 2014-B / November 2014 Class A notes due 2054 $41.2 million 3.85 % Class B-1 notes due 2054 (1) (3) $13.7 million 5.25 % Class B-2 notes due 2054 (1) (3) $13.7 million 5.25 % Trust certificates (2) $22.9 million – Deferred issuance costs $(0.8) million – Ajax Mortgage Loan Trust 2015-A / May 2015 Class A notes due 2054 $35.6 million 3.88 % Class B-1 notes due 2054 (1) (3) $8.7 million 5.25 % Class B-2 notes due 2054 (1) (3) $8.7 million 5.25 % Trust certificates (2) $22.8 million – Deferred issuance costs $(0.8) million – Ajax Mortgage Loan Trust 2015-B / July 2015 Class A notes due 2060 $87.2 million 3.88 % Class B-1 notes due 2060 (1) (3) $15.9 million 5.25 % Class B-2 notes due 2060 (1) (3) $7.9 million 5.25 % Trust certificates (2) $47.5 million – Deferred issuance costs $(1.5) million – Ajax Mortgage Loan Trust 2015-C / November 2015 Class A notes due 2057 $82.0 million 3.88 % Class B-1 notes due 2057 (1) (3) $6.5 million 5.25 % Class B-2 notes due 2057 (1) (3) $6.5 million 5.25 % Trust certificates (2) $35.1 million – Deferred issuance costs $(2.7) million – Ajax Mortgage Loan Trust 2016-A/ April 2016 Class A notes due 2064 $101.4 million 4.25 % Class B-1 notes due 2064 (1) $7.9 million 5.25 % Class B-2 notes due 2064 (1) $7.9 million 5.25 % Trust certificates (2) $41.3 million – Deferred issuance costs $(2.7) 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, the Company is entitled to receive any remaining amounts in the trusts after the Class A notes and Class B notes have been paid in full. (3) These securities are encumbered under a repurchase agreement. |
Schedule of status of mortgage loans | Balances at June 30, 2016 Balances at December 31, 2015 Original balances at securitization cutoff date Class of Notes Carrying Bond Carrying Bond Mortgage Bond Principal 2014-A $ 53,606 $ 34,659 $ 55,098 $ 36,463 $ 81,405 $ 45,000 2014-B 64,696 32,919 66,292 35,646 91,535 41,191 2015-A 52,991 31,615 53,673 33,674 75,835 35,643 2015-B 110,799 81,305 115,395 84,973 158,498 87,174 2015-C 104,015 72,783 108,238 79,824 130,130 81,982 2016-A 118,778 99,309 - - 158,485 101,431 $ 504,885 $ 352,590 $ 398,696 $ 270,580 $ 695,888 $ 392,421 |
Related party transactions (Tab
Related party transactions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of consolidated statement of income | Three months ended June 30, 2016 Three months ended June 30, 2015 Amount Counterparty Consolidated Amount Counterparty Consolidated Loan servicing fees $ 1,453 Gregory Related party expense-loan servicing fees $ 851 Gregory Related party expense-loan servicing fees Management fee 937 Thetis Related party expense-management fee 856 Thetis Related party expense-management fee Due diligence and related loan acquisition costs 24 Gregory Loan transaction expense 1 Gregory Loan transaction expense Expense reimbursements - - - - Aspen Yo Professional fees Six months ended June 30, 2016 Six months ended June 30, 2015 Amount Counterparty Consolidated Amount Counterparty Consolidated Loan servicing fees $ 2,856 Gregory Related party expense-loan servicing fees $ 1,507 Gregory Related party expense-loan servicing fees Management fee 1,843 Thetis Related party expense-management fee 1,603 Thetis Related party expense-management fee Due diligence and related loan acquisition costs 50 Gregory Loan transaction expense 19 Gregory Loan transaction expense Expense reimbursements - - - 3 Aspen Yo Professional fees |
Schedule of related party transactions for consolidated balance sheet | June 30, 2016 December 31, 2015 Amount Counterparty Consolidated Balance Amount Counterparty Consolidated Balance Receivables from Servicer $ 6,949 Gregory Receivable from servicer $ 5,444 Gregory Receivable from servicer Management fee payable 703 Thetis Management fee payable 667 Thetis Management fee payable Servicing fees payable 123 Gregory Accrued expenses and other liabilities 152 Gregory Accrued expenses and other liabilities Expense reimbursement receivable - - - 37 Thetis Prepaid expenses and other assets |
Stock based payments and dire27
Stock based payments and director fees (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of management fees and director fees | Management fees and director fees For the three-months ended For the three-months ended Number of Amount of expense recognized (1) Number of Amount of expense recognized (1) Management Fees 15,684 $ 234 29,790 $ 411 Independent Director Fees 1,672 25 1,740 25 17,356 $ 259 31,530 $ 436 For the six-months ended For the six-months ended Number of Amount of expense recognized (1) Number of Amount of expense recognized (1) Management Fees 30,600 $ 462 55,877 $ 814 Independent Director Fees 3,320 52 3,488 50 33,920 $ 514 59,365 $ 864 (1) All management fees and independent director fees are fully expensed in the period in which they are incurred. |
Schedule of activity in restricted stock | Restricted stock Number of Per share Total cost of Grant expense Grant expense July 8, 2014, Directors’ Grants (1) 6,000 $ 15.00 $ 90 $ - $ - February 19, 2015 Director Grant (1) 2,000 14.25 29 - 2 8,000 $ 119 $ - $ 2 Number of Per share Total cost of Grant expense Grant expense July 8, 2014, Directors’ Grants (1) 6,000 $ 15.00 $ 90 $ 23 $ 45 February 19, 2015 Director Grant (1) 2,000 14.25 29 7 12 8,000 $ 119 $ 30 $ 57 (1) Vesting period is one year from grant date. |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Components of basic and diluted earnings per share | Three months ended June 30, 2016 Three months ended June 30, 2015 Income Shares Per Share Income Shares Per Share Basic EPS Consolidated income attributable to common stockholders $ 6,605 15,742,932 $ 5,436 15,237,739 Allocation of earning to participating restricted shares (9 ) - (17 ) - Consolidated income attributable to unrestricted common stockholders $ 6,596 15,742,932 $ 0.42 $ 5,419 15,237,739 $ 0.36 Effect of dilutive securities Operating partnership units 257 624,106 223 624,106 Restricted stock grants and Manager and director fee shares 9 22,088 17 47,789 Diluted EPS Consolidated income attributable to common stockholders and dilutive securities $ 6,862 16,389,126 $ 0.42 $ 5,659 15,909,634 $ 0.36 Six months ended June 30, 2016 Six months ended June 30, 2015 Income Shares Per Share Income Shares Per Share Basic EPS Consolidated income attributable to common stockholders $ 14,256 15,524,725 $ 9,076 14,129,162 Allocation of earning to participating restricted shares (23 ) - (31 ) - Consolidated income attributable to unrestricted common stockholders $ 14,233 15,524,725 $ 0.92 $ 9,045 14,129,162 $ 0.64 Effect of dilutive securities Operating partnership units 569 624,106 398 624,106 Restricted stock grants and Manager and director fee shares 23 25,333 31 48,051 Diluted EPS Consolidated income attributable to common stockholders and dilutive securities $ 14,825 16,174,164 $ 0.92 $ 9,474 14,801,319 $ 0.64 |
Organization and basis of pre29
Organization and basis of presentation (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Organization And Basis Of Presentation [Line Items] | |||
Percentage of outstanding OP units owned | 96.60% | 96.60% | |
Percentage of outstanding OP owned by an unaffiliated holder | 3.40% | 3.40% | |
Issuance of shares (in shares) | 2,589,427 | ||
Net proceeds from initial public offering | $ 32,000 | $ 31,964 | $ 51,529 |
Thetis Asset Management LLC | |||
Organization And Basis Of Presentation [Line Items] | |||
Ownership percentage | 19.80% | 19.80% |
Summary of significant accoun30
Summary of significant accounting policies (Detail Textuals) | Jun. 07, 2016shares | Jul. 08, 2014 | Jun. 30, 2016USD ($)Segmentshares |
Summary Of Significant Accounting Policies [Line Items] | |||
Annual retainer amount | $ 50,000 | ||
Depreciation method | straight-line method | ||
Estimated useful lives of an assets | three to 27.5 years | ||
Number of operating segment | Segment | 1 | ||
Accounting Standards 2015 - 03 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Reduction in prepaid expenses and other assets | $ 4,900,000 | ||
Reduction in secured borrowings | $ 4,900,000 | ||
Servicing agreement | Gregory | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of fair market value of REO | 1.00% | ||
Percentage of purchase price of REO | 1.00% | ||
Servicing agreement | Gregory | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Servicing fees percentage | 0.65% | 0.65% | |
Servicing agreement | Gregory | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Servicing fees percentage | 1.25% | 1.25% | |
2014 Director Equity Plan | Restricted stock | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of shares issued to independent directors | shares | 2,000 | ||
Vesting period | 1 year | ||
Annual retainer amount | $ 50,000 | ||
2016 Equity Incentive Plan | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of outstanding shares on a fully diluted basis | 5.00% | ||
Number of shares available under for distribution | shares | 793,905 |
Mortgage loans (Details)
Mortgage loans (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Re-performing loans | Three months ended | ||
Mortgage Loans on Real Estate [Line Items] | ||
Contractually required principal and interest | $ 120,524 | $ 332,571 |
Non-accretable amount | (48,244) | (132,557) |
Expected cash flows to be collected | 72,280 | 200,014 |
Accretable yield | (20,152) | (49,626) |
Fair value at acquisition | 52,128 | 150,388 |
Re-performing loans | Six months ended | ||
Mortgage Loans on Real Estate [Line Items] | ||
Contractually required principal and interest | 202,703 | 486,603 |
Non-accretable amount | (77,392) | (198,704) |
Expected cash flows to be collected | 125,311 | 287,899 |
Accretable yield | (36,005) | (73,680) |
Fair value at acquisition | 89,306 | 214,219 |
Non-performing loans | Three months ended | ||
Mortgage Loans on Real Estate [Line Items] | ||
Contractually required principal and interest | 31,827 | |
Non-accretable amount | (18,598) | |
Expected cash flows to be collected | 13,229 | |
Accretable yield | (4,185) | |
Fair value at acquisition | 9,044 | |
Non-performing loans | Six months ended | ||
Mortgage Loans on Real Estate [Line Items] | ||
Contractually required principal and interest | 65,675 | |
Non-accretable amount | (38,317) | |
Expected cash flows to be collected | 27,358 | |
Accretable yield | (8,038) | |
Fair value at acquisition | $ 19,320 |
Mortgage loans (Details 1)
Mortgage loans (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Re-performing loans | ||||
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield Movement Schedule [Roll Forward] | ||||
Balance at beginning of period | $ 138,768 | $ 74,045 | $ 136,455 | $ 54,940 |
Accretable yield additions | 20,152 | 49,626 | 36,005 | 73,680 |
Accretion | (14,317) | (7,739) | (27,857) | (12,688) |
Reclassification from (to) non-accretable amount, net | 39,570 | 39,570 | ||
Balance at end of period | 184,173 | 115,932 | 184,173 | 115,932 |
Non-performing loans | ||||
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield Movement Schedule [Roll Forward] | ||||
Balance at beginning of period | 16,151 | 22,604 | 18,425 | 20,686 |
Accretable yield additions | 4,185 | 8,038 | ||
Accretion | (2,057) | (3,054) | (4,331) | (4,989) |
Reclassification from (to) non-accretable amount, net | 2,204 | 2,204 | ||
Balance at end of period | $ 16,298 | $ 23,735 | $ 16,298 | $ 23,735 |
Mortgage loans (Details 2)
Mortgage loans (Details 2) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016USD ($)Loan | Dec. 31, 2015USD ($)Loan | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Number of loans | Loan | 3,536 | 3,249 | |
Carrying value | [1] | $ 630,534 | $ 554,877 |
Unpaid principal balance | $ 805,571 | $ 725,709 | |
Current | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Number of loans | Loan | 1,539 | 1,161 | |
Carrying value | $ 274,302 | $ 212,469 | |
Unpaid principal balance | $ 349,329 | $ 272,577 | |
30 | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Number of loans | Loan | 578 | 479 | |
Carrying value | $ 107,919 | $ 83,936 | |
Unpaid principal balance | $ 135,930 | $ 107,873 | |
60 | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Number of loans | Loan | 298 | 338 | |
Carrying value | $ 55,254 | $ 55,573 | |
Unpaid principal balance | $ 67,888 | $ 70,781 | |
90 | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Number of loans | Loan | 733 | 867 | |
Carrying value | $ 119,174 | $ 127,435 | |
Unpaid principal balance | $ 152,253 | $ 167,177 | |
Foreclosure | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Number of loans | Loan | 388 | 404 | |
Carrying value | $ 73,885 | $ 75,464 | |
Unpaid principal balance | $ 100,171 | $ 107,301 | |
[1] | Mortgage loans include $504,885 and $398,696 of loans at June 30, 2016 and December 31, 2015, respectively, transferred to securitization trusts that are variable interest entities ("VIEs"); these loans can only be used to settle obligations of the VIEs. Secured borrowings consist of notes issued by VIEs that can only be settled with the assets and cash flows of the VIEs. The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.). See Note 8-Debt. Secured borrowings are presented net of deferred issuance costs. |
Mortgage loans (Detail Textuals
Mortgage loans (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | ||
Mortgage Loans on Real Estate [Line Items] | ||||||
Mortgage loans | [1] | $ 630,534 | $ 630,534 | $ 554,877 | ||
Interest income on loans | 16,400 | $ 10,800 | 32,200 | $ 17,700 | ||
Re-performing loans | ||||||
Mortgage Loans on Real Estate [Line Items] | ||||||
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield, Reclassifications (to) from Nonaccretable Difference | 39,570 | 39,570 | ||||
Non-performing loans | ||||||
Mortgage Loans on Real Estate [Line Items] | ||||||
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield, Reclassifications (to) from Nonaccretable Difference | $ 2,204 | $ 2,204 | ||||
[1] | Mortgage loans include $504,885 and $398,696 of loans at June 30, 2016 and December 31, 2015, respectively, transferred to securitization trusts that are variable interest entities ("VIEs"); these loans can only be used to settle obligations of the VIEs. Secured borrowings consist of notes issued by VIEs that can only be settled with the assets and cash flows of the VIEs. The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.). See Note 8-Debt. Secured borrowings are presented net of deferred issuance costs. |
Real estate assets (Details)
Real estate assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Real Estate Held For Sale [Roll Forward] | ||||
Balance at beginning of period | $ 13,380 | $ 5,541 | $ 10,333 | $ 1,316 |
Transfers from mortgage loans | 5,019 | 3,574 | 9,851 | 7,669 |
Adjustments to record at lower of cost or fair value | (154) | (200) | ||
Disposals | (2,324) | (326) | (4,137) | (363) |
Other | 630 | 229 | 704 | 396 |
Balance at end of period | $ 16,551 | $ 9,018 | $ 16,551 | $ 9,018 |
Real estate assets (Detail Text
Real estate assets (Detail Textuals) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2016USD ($)Property | Jun. 30, 2015USD ($)Property | Jun. 30, 2016USD ($)Property | Jun. 30, 2015USD ($)Property | Dec. 31, 2015USD ($)Property | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Real Estate [Line Items] | ||||||||
Number of REO properties foreclosed | Property | 103 | 103 | 55 | |||||
Foreclosed residential properties | $ 14,400,000 | $ 14,400,000 | $ 6,800,000 | |||||
Number of REO properties held for rental | Property | 3 | 1 | ||||||
Aggregate carrying value REO properties | $ 800,000 | $ 800,000 | $ 100,000 | |||||
Number of REO properties held-for-sale | Property | 41 | 20 | 80 | 45 | ||||
Carrying value of real estate held-for-sale transfer | $ 4,800,000 | $ 2,800,000 | $ 9,400,000 | $ 7,700,000 | ||||
Aggregate carrying value of held for sale | $ 16,551,000 | $ 9,018,000 | $ 16,551,000 | $ 9,018,000 | $ 10,333,000 | $ 13,380,000 | $ 5,541,000 | $ 1,316,000 |
Number of held-for-sale residential properties disposed | Property | 21 | 3 | 39 | 4 | ||||
Gain (loss) on sale of property | $ 1,086,000 | $ (9,000) | ||||||
Adjustment to record REO properties at lower of cost | $ 200,000 | 200,000 | ||||||
Other Income | ||||||||
Real Estate [Line Items] | ||||||||
Gain (loss) on sale of property | $ 500,000 | $ 27,000 | $ 1,100,000 | $ 22,000 |
Fair value (Details)
Fair value (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Not recognized on consolidated balance sheet at fair value (assets) | |||
Mortgage loans | [1] | $ 630,534 | $ 554,877 |
Not recognized on consolidated balance sheet at fair value (liabilities) | |||
Secured borrowings | [1] | 346,070 | 265,006 |
Borrowings under repurchase agreement | 102,240 | 104,533 | |
Level 1 Quoted prices in active markets | |||
Not recognized on consolidated balance sheet at fair value (assets) | |||
Mortgage loans | |||
Not recognized on consolidated balance sheet at fair value (liabilities) | |||
Secured borrowings | |||
Borrowings under repurchase agreement | |||
Level 2 Observable inputs other than Level 1 prices | |||
Not recognized on consolidated balance sheet at fair value (assets) | |||
Mortgage loans | |||
Not recognized on consolidated balance sheet at fair value (liabilities) | |||
Secured borrowings | |||
Borrowings under repurchase agreement | 102,240 | 104,533 | |
Level 3 Unobservable inputs | |||
Not recognized on consolidated balance sheet at fair value (assets) | |||
Mortgage loans | 689,075 | 627,112 | |
Not recognized on consolidated balance sheet at fair value (liabilities) | |||
Secured borrowings | 341,245 | 259,649 | |
Borrowings under repurchase agreement | |||
Carrying Value | |||
Not recognized on consolidated balance sheet at fair value (assets) | |||
Mortgage loans | 630,534 | 554,877 | |
Not recognized on consolidated balance sheet at fair value (liabilities) | |||
Secured borrowings | 346,070 | 265,006 | |
Borrowings under repurchase agreement | $ 102,240 | $ 104,533 | |
[1] | Mortgage loans include $504,885 and $398,696 of loans at June 30, 2016 and December 31, 2015, respectively, transferred to securitization trusts that are variable interest entities ("VIEs"); these loans can only be used to settle obligations of the VIEs. Secured borrowings consist of notes issued by VIEs that can only be settled with the assets and cash flows of the VIEs. The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.). See Note 8-Debt. Secured borrowings are presented net of deferred issuance costs. |
Fair value (Details 1)
Fair value (Details 1) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Cost of debt | 4.25% | 4.25% |
Re-performing loans | Minimum | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Equity discount rate | 7.00% | 7.00% |
Loan resolution timelines | 4 years | 4 years |
Re-performing loans | Maximum | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Equity discount rate | 14.00% | 14.00% |
Loan resolution timelines | 7 years | 7 years |
Non-performing loans | Minimum | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Equity discount rate | 10.00% | 10.00% |
Loan resolution timelines | 1 year 4 months 24 days | 1 year 4 months 24 days |
Non-performing loans | Maximum | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Equity discount rate | 18.00% | 18.00% |
Loan resolution timelines | 4 years | 4 years |
Unconsolidated affiliates (Deta
Unconsolidated affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Investments in and Advances to Affiliates [Line Items] | |||||
Total income | $ 6,605 | $ 5,436 | $ 14,256 | $ 9,076 | |
Assets | 729,755 | 729,755 | $ 609,805 | ||
Liabilities | 452,456 | 452,456 | 371,992 | ||
GA-E 2014-12 | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Total income | 77 | 90 | 156 | 171 | |
Assets | 2,479 | 2,479 | 2,334 | ||
Liabilities | 1 | 1 | 4 | ||
GA-E 2014-12 | Unconsolidated affiliates | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Total income | 191 | 221 | 384 | 423 | |
Assets | 6,120 | 6,120 | 5,763 | ||
Liabilities | 3 | 3 | 10 | ||
Thetis Asset Management LLC | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Total income | 46 | 58 | 90 | 99 | |
Assets | 772 | 772 | 600 | ||
Liabilities | 136 | 136 | 103 | ||
Thetis Asset Management LLC | Unconsolidated affiliates | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Total income | 231 | 295 | 453 | 500 | |
Assets | 3,897 | 3,897 | 3,028 | ||
Liabilities | 685 | 685 | 520 | ||
AS Ajax E LLC | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Total income | 14 | 1 | |||
Assets | 1,125 | 1,125 | |||
Liabilities | (1) | (1) | |||
AS Ajax E LLC | Unconsolidated affiliates | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Total income | 57 | 57 | |||
Assets | 4,642 | 4,642 | |||
Liabilities | $ 3 | $ 3 |
Unconsolidated affiliates (De40
Unconsolidated affiliates (Detail Textuals) | Jun. 30, 2016 | Mar. 14, 2016 |
Thetis Asset Management LLC | ||
Investments in and Advances to Affiliates [Line Items] | ||
Ownership percentage | 19.80% | |
Other investors | ||
Investments in and Advances to Affiliates [Line Items] | ||
Ownership percentage | 3.80% | |
Trust | ||
Investments in and Advances to Affiliates [Line Items] | ||
Ownership percentage | 1.20% | |
Delaware Trust GA-E 2014-12 | ||
Investments in and Advances to Affiliates [Line Items] | ||
Ownership percentage | 40.50% | |
DoubleLine Capital LP | ||
Investments in and Advances to Affiliates [Line Items] | ||
Ownership percentage | 95.00% | |
AS Ajax E LLC | ||
Investments in and Advances to Affiliates [Line Items] | ||
Ownership percentage | 24.00% |
Commitments and contingencies (
Commitments and contingencies (Detail Textuals) - One-to-four family residences - Re-performing loans - Purchase commitment $ in Millions | Jun. 30, 2016USD ($)Property |
Mortgage Loans on Real Estate [Line Items] | |
Number of mortgage loans on real estate | Property | 1,063 |
Aggregate unpaid principal balance of mortgage loans on real estate | $ | $ 189.3 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 235,807 | $ 220,212 |
Amount outstanding | 102,240 | 104,533 |
Amount of collateral | $ 160,339 | $ 164,610 |
Interest rate | 3.77% | 3.91% |
Master Repurchase Agreement | March 30, 2016 | ||
Debt Instrument [Line Items] | ||
Maturity Date | Mar. 30, 2016 | |
Origination date | Sep. 30, 2015 | |
Maximum borrowing capacity | $ 10,838 | |
Amount outstanding | 10,838 | |
Amount of collateral | $ 15,483 | |
Interest rate | 2.53% | |
Master Repurchase Agreement | June 23, 2016 | ||
Debt Instrument [Line Items] | ||
Maturity Date | Jun. 23, 2016 | |
Origination date | Dec. 23, 2015 | |
Maximum borrowing capacity | $ 9,374 | |
Amount outstanding | 9,374 | |
Amount of collateral | $ 13,391 | |
Interest rate | 2.91% | |
Master Repurchase Agreement | September 09, 2016 | ||
Debt Instrument [Line Items] | ||
Maturity Date | Sep. 9, 2016 | |
Origination date | Mar. 9, 2016 | |
Maximum borrowing capacity | $ 15,730 | |
Amount outstanding | 15,730 | |
Amount of collateral | $ 22,470 | |
Interest rate | 3.00% | |
Master Repurchase Agreement | September 30, 2016 | ||
Debt Instrument [Line Items] | ||
Maturity Date | Sep. 30, 2016 | |
Origination date | Mar. 30, 2016 | |
Maximum borrowing capacity | $ 10,658 | |
Amount outstanding | 10,658 | |
Amount of collateral | $ 15,226 | |
Interest rate | 3.01% | |
Master Repurchase Agreement | November 22, 2016 | ||
Debt Instrument [Line Items] | ||
Maturity Date | Nov. 22, 2016 | Nov. 22, 2016 |
Origination date | Nov. 24, 2015 | Nov. 24, 2015 |
Maximum borrowing capacity | $ 200,000 | $ 200,000 |
Amount outstanding | 66,433 | 84,321 |
Amount of collateral | $ 109,252 | $ 135,736 |
Interest rate | 4.19% | 4.17% |
Master Repurchase Agreement | December 23, 2016 | ||
Debt Instrument [Line Items] | ||
Maturity Date | Dec. 23, 2016 | |
Origination date | Jun. 23, 2016 | |
Maximum borrowing capacity | $ 9,419 | |
Amount outstanding | 9,419 | |
Amount of collateral | $ 13,391 | |
Interest rate | 2.91% |
Debt (Details 1)
Debt (Details 1) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Gross amount of recognized liabilities | $ 102,240 | $ 104,533 |
Gross amount pledged as collateral | 160,339 | 164,610 |
Net amount | $ 58,099 | $ 60,077 |
Debt (Details 2)
Debt (Details 2) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | |||
Interest Rate | 3.77% | 3.91% | |
Mortgage loans | Class A Notes | Ajax Mortgage Loan Trust 2014-A/ October 2014 | |||
Debt Instrument [Line Items] | |||
Notes due | 2,057 | ||
Original Principal | $ 45 | ||
Interest Rate | 4.00% | ||
Mortgage loans | Class A Notes | Ajax Mortgage Loan Trust 2014-B / November 2014 | |||
Debt Instrument [Line Items] | |||
Notes due | 2,054 | ||
Original Principal | $ 41.2 | ||
Interest Rate | 3.85% | ||
Mortgage loans | Class A Notes | Ajax Mortgage Loan Trust 2015-A / May 2015 | |||
Debt Instrument [Line Items] | |||
Notes due | 2,054 | ||
Original Principal | $ 35.6 | ||
Interest Rate | 3.88% | ||
Mortgage loans | Class A Notes | Ajax Mortgage Loan Trust 2015-B / July 2015 | |||
Debt Instrument [Line Items] | |||
Notes due | 2,060 | ||
Original Principal | $ 87.2 | ||
Interest Rate | 3.88% | ||
Mortgage loans | Class A Notes | Ajax Mortgage Loan Trust 2015-C / November 2015 | |||
Debt Instrument [Line Items] | |||
Notes due | 2,057 | ||
Original Principal | $ 82 | ||
Interest Rate | 3.88% | ||
Mortgage loans | Class A Notes | Ajax Mortgage Loan Trust 2016-A/ April 2016 | |||
Debt Instrument [Line Items] | |||
Notes due | 2,064 | ||
Original Principal | $ 101.4 | ||
Interest Rate | 4.25% | ||
Mortgage loans | Class B 1 Notes | Ajax Mortgage Loan Trust 2014-A/ October 2014 | |||
Debt Instrument [Line Items] | |||
Notes due | [1],[2] | 2,057 | |
Original Principal | [1],[2] | $ 8 | |
Interest Rate | [1],[2] | 5.19% | |
Mortgage loans | Class B 1 Notes | Ajax Mortgage Loan Trust 2014-B / November 2014 | |||
Debt Instrument [Line Items] | |||
Notes due | [1],[2] | 2,054 | |
Original Principal | [1],[2] | $ 13.7 | |
Interest Rate | [1],[2] | 5.25% | |
Mortgage loans | Class B 1 Notes | Ajax Mortgage Loan Trust 2015-A / May 2015 | |||
Debt Instrument [Line Items] | |||
Notes due | [1],[2] | 2,054 | |
Original Principal | [1],[2] | $ 8.7 | |
Interest Rate | [1],[2] | 5.25% | |
Mortgage loans | Class B 1 Notes | Ajax Mortgage Loan Trust 2015-B / July 2015 | |||
Debt Instrument [Line Items] | |||
Notes due | [1],[2] | 2,060 | |
Original Principal | [1],[2] | $ 15.9 | |
Interest Rate | [1],[2] | 5.25% | |
Mortgage loans | Class B 1 Notes | Ajax Mortgage Loan Trust 2015-C / November 2015 | |||
Debt Instrument [Line Items] | |||
Notes due | [1],[2] | 2,057 | |
Original Principal | [1],[2] | $ 6.5 | |
Interest Rate | [1],[2] | 5.25% | |
Mortgage loans | Class B 1 Notes | Ajax Mortgage Loan Trust 2016-A/ April 2016 | |||
Debt Instrument [Line Items] | |||
Notes due | [1] | 2,064 | |
Original Principal | [1] | $ 7.9 | |
Interest Rate | [1] | 5.25% | |
Mortgage loans | Class B 2 Notes | Ajax Mortgage Loan Trust 2014-A/ October 2014 | |||
Debt Instrument [Line Items] | |||
Notes due | [1],[2] | 2,057 | |
Original Principal | [1],[2] | $ 8 | |
Interest Rate | [1],[2] | 5.19% | |
Mortgage loans | Class B 2 Notes | Ajax Mortgage Loan Trust 2014-B / November 2014 | |||
Debt Instrument [Line Items] | |||
Notes due | [1],[2] | 2,054 | |
Original Principal | [1],[2] | $ 13.7 | |
Interest Rate | [1],[2] | 5.25% | |
Mortgage loans | Class B 2 Notes | Ajax Mortgage Loan Trust 2015-A / May 2015 | |||
Debt Instrument [Line Items] | |||
Notes due | [1],[2] | 2,054 | |
Original Principal | [1],[2] | $ 8.7 | |
Interest Rate | [1],[2] | 5.25% | |
Mortgage loans | Class B 2 Notes | Ajax Mortgage Loan Trust 2015-B / July 2015 | |||
Debt Instrument [Line Items] | |||
Notes due | [1],[2] | 2,060 | |
Original Principal | [1],[2] | $ 7.9 | |
Interest Rate | [1],[2] | 5.25% | |
Mortgage loans | Class B 2 Notes | Ajax Mortgage Loan Trust 2015-C / November 2015 | |||
Debt Instrument [Line Items] | |||
Notes due | [1],[2] | 2,057 | |
Original Principal | [1],[2] | $ 6.5 | |
Interest Rate | [1],[2] | 5.25% | |
Mortgage loans | Class B 2 Notes | Ajax Mortgage Loan Trust 2016-A/ April 2016 | |||
Debt Instrument [Line Items] | |||
Notes due | [1] | 2,064 | |
Original Principal | [1] | $ 7.9 | |
Interest Rate | [1] | 5.25% | |
Mortgage loans | Trust Certificate | Ajax Mortgage Loan Trust 2014-A/ October 2014 | |||
Debt Instrument [Line Items] | |||
Original Principal | [3] | $ 20.4 | |
Mortgage loans | Trust Certificate | Ajax Mortgage Loan Trust 2014-B / November 2014 | |||
Debt Instrument [Line Items] | |||
Original Principal | [3] | 22.9 | |
Mortgage loans | Trust Certificate | Ajax Mortgage Loan Trust 2015-A / May 2015 | |||
Debt Instrument [Line Items] | |||
Original Principal | [3] | 22.8 | |
Mortgage loans | Trust Certificate | Ajax Mortgage Loan Trust 2015-B / July 2015 | |||
Debt Instrument [Line Items] | |||
Original Principal | [3] | 47.5 | |
Mortgage loans | Trust Certificate | Ajax Mortgage Loan Trust 2015-C / November 2015 | |||
Debt Instrument [Line Items] | |||
Original Principal | [3] | 35.1 | |
Mortgage loans | Trust Certificate | Ajax Mortgage Loan Trust 2016-A/ April 2016 | |||
Debt Instrument [Line Items] | |||
Original Principal | [3] | 41.3 | |
Mortgage loans | Deferred issuance costs | Ajax Mortgage Loan Trust 2014-A/ October 2014 | |||
Debt Instrument [Line Items] | |||
Deferred issuance costs | (0.9) | ||
Mortgage loans | Deferred issuance costs | Ajax Mortgage Loan Trust 2014-B / November 2014 | |||
Debt Instrument [Line Items] | |||
Deferred issuance costs | (0.8) | ||
Mortgage loans | Deferred issuance costs | Ajax Mortgage Loan Trust 2015-A / May 2015 | |||
Debt Instrument [Line Items] | |||
Deferred issuance costs | (0.8) | ||
Mortgage loans | Deferred issuance costs | Ajax Mortgage Loan Trust 2015-B / July 2015 | |||
Debt Instrument [Line Items] | |||
Deferred issuance costs | (1.5) | ||
Mortgage loans | Deferred issuance costs | Ajax Mortgage Loan Trust 2015-C / November 2015 | |||
Debt Instrument [Line Items] | |||
Deferred issuance costs | (2.7) | ||
Mortgage loans | Deferred issuance costs | Ajax Mortgage Loan Trust 2016-A/ April 2016 | |||
Debt Instrument [Line Items] | |||
Deferred issuance costs | $ (2.7) | ||
[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] | These securities are encumbered under a repurchase agreement. | ||
[3] | 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, the Company is entitled to receive any remaining amounts in the trusts after the Class A notes and Class B notes have been paid in full. |
Debt (Details 3)
Debt (Details 3) - Mortgage loans - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Carrying value of mortgages | $ 504,885 | $ 398,696 |
Bond principal balance | 352,590 | 270,580 |
Original balances at securitization cutoff date Mortgage UPB | 695,888 | |
Original balances at securitization cutoff date Bond principal balance | 392,421 | |
2014-A | ||
Debt Instrument [Line Items] | ||
Carrying value of mortgages | 53,606 | 55,098 |
Bond principal balance | 34,659 | 36,463 |
Original balances at securitization cutoff date Mortgage UPB | 81,405 | |
Original balances at securitization cutoff date Bond principal balance | 45,000 | |
2014-B | ||
Debt Instrument [Line Items] | ||
Carrying value of mortgages | 64,696 | 66,292 |
Bond principal balance | 32,919 | 35,646 |
Original balances at securitization cutoff date Mortgage UPB | 91,535 | |
Original balances at securitization cutoff date Bond principal balance | 41,191 | |
2015-A | ||
Debt Instrument [Line Items] | ||
Carrying value of mortgages | 52,991 | 53,673 |
Bond principal balance | 31,615 | 33,674 |
Original balances at securitization cutoff date Mortgage UPB | 75,835 | |
Original balances at securitization cutoff date Bond principal balance | 35,643 | |
2015-B | ||
Debt Instrument [Line Items] | ||
Carrying value of mortgages | 110,799 | 115,395 |
Bond principal balance | 81,305 | 84,973 |
Original balances at securitization cutoff date Mortgage UPB | 158,498 | |
Original balances at securitization cutoff date Bond principal balance | 87,174 | |
2015-C | ||
Debt Instrument [Line Items] | ||
Carrying value of mortgages | 104,015 | 108,238 |
Bond principal balance | 72,783 | 79,824 |
Original balances at securitization cutoff date Mortgage UPB | 130,130 | |
Original balances at securitization cutoff date Bond principal balance | 81,982 | |
2016-A | ||
Debt Instrument [Line Items] | ||
Carrying value of mortgages | 118,778 | |
Bond principal balance | 99,309 | |
Original balances at securitization cutoff date Mortgage UPB | 158,485 | |
Original balances at securitization cutoff date Bond principal balance | $ 101,431 |
Debt (Detail Textuals)
Debt (Detail Textuals) - USD ($) $ in Millions | Jul. 15, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Percentage of guarantors beneficial interest | 100.00% | ||
Interest Rate | 3.77% | 3.91% | |
Mortgage loans | Re-performing loans | 2014-A | |||
Debt Instrument [Line Items] | |||
Servicing fees percentage | 0.65% | ||
Mortgage loans | Re-performing loans | 2014-B | |||
Debt Instrument [Line Items] | |||
Servicing fees percentage | 0.65% | ||
Mortgage loans | Re-performing loans | 2015-A | |||
Debt Instrument [Line Items] | |||
Servicing fees percentage | 0.65% | ||
Mortgage loans | Re-performing loans | 2015-B | |||
Debt Instrument [Line Items] | |||
Servicing fees percentage | 0.65% | ||
Mortgage loans | Re-performing loans | 2015-C | |||
Debt Instrument [Line Items] | |||
Servicing fees percentage | 0.65% | ||
Mortgage loans | Non-performing loans | 2014-A | |||
Debt Instrument [Line Items] | |||
Servicing fees percentage | 1.25% | ||
Mortgage loans | Non-performing loans | 2014-B | |||
Debt Instrument [Line Items] | |||
Servicing fees percentage | 1.25% | ||
Mortgage loans | Non-performing loans | 2015-A | |||
Debt Instrument [Line Items] | |||
Servicing fees percentage | 1.25% | ||
Mortgage loans | Non-performing loans | 2015-B | |||
Debt Instrument [Line Items] | |||
Servicing fees percentage | 1.25% | ||
Mortgage loans | Non-performing loans | 2015-C | |||
Debt Instrument [Line Items] | |||
Servicing fees percentage | 1.25% | ||
Master Repurchase Agreement | March 30, 2016 | |||
Debt Instrument [Line Items] | |||
Interest Rate | 2.53% | ||
Master Repurchase Agreement | June 23, 2016 | |||
Debt Instrument [Line Items] | |||
Interest Rate | 2.91% | ||
Master Repurchase Agreement | September 09, 2016 | |||
Debt Instrument [Line Items] | |||
Interest Rate | 3.00% | ||
Master Repurchase Agreement | September 30, 2016 | |||
Debt Instrument [Line Items] | |||
Interest Rate | 3.01% | ||
Master Repurchase Agreement | Mortgage loans | |||
Debt Instrument [Line Items] | |||
Ownership interests in subsidiary | 100.00% | ||
Variable rate basis of borrowing | One-month LIBOR | ||
Percentage of purchase price for each mortgage loan or REO | 65.00% | ||
Master Repurchase Agreement | Mortgage loans | Subsequent events | |||
Debt Instrument [Line Items] | |||
Loan amount | $ 150 | ||
Variable rate basis of borrowing | LIBOR plus 2.5% | ||
Servicing fees percentage | 0.25% | ||
Master Repurchase Agreement | Mortgage loans | Maximum | |||
Debt Instrument [Line Items] | |||
Loan amount | $ 200 |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Gregory | Loan servicing fees | ||||
Related Party Transaction [Line Items] | ||||
Loan servicing fees | $ 1,453 | $ 851 | $ 2,856 | $ 1,507 |
Gregory | Loan transaction expense | ||||
Related Party Transaction [Line Items] | ||||
Due diligence and related loan acquisition costs | 24 | 1 | 50 | 19 |
Thetis | Management fees | ||||
Related Party Transaction [Line Items] | ||||
Management fee | $ 937 | 856 | $ 1,843 | 1,603 |
Aspen Yo | Professional Fees | ||||
Related Party Transaction [Line Items] | ||||
Expense reimbursements | $ 3 |
Related party transactions (D48
Related party transactions (Details 1) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Receivable from servicer | $ 6,949 | $ 5,444 |
Management fee payable | 703 | 667 |
Gregory | Receivables from Servicer | ||
Related Party Transaction [Line Items] | ||
Receivable from servicer | 6,949 | 5,444 |
Gregory | Accrued expenses and other liabilities | ||
Related Party Transaction [Line Items] | ||
Servicing fees payable | 123 | 152 |
Thetis | Management fee payable | ||
Related Party Transaction [Line Items] | ||
Management fee payable | 703 | 667 |
Thetis | Prepaid expenses and other assets | ||
Related Party Transaction [Line Items] | ||
Expense reimbursement receivable | $ 37 |
Related party transactions (D49
Related party transactions (Detail Textuals) - USD ($) $ in Thousands | Jul. 08, 2014 | Jun. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | |||
Unpaid principal balance | $ 805,571 | $ 725,709 | |
Management fee payable | 703 | $ 667 | |
Management agreement | Manager | |||
Related Party Transaction [Line Items] | |||
Term of agreement | 15 years | ||
Base management fee percentage | 1.50% | ||
Description of incentive management fee payable | The Manager is also entitled to an incentive management fee that is payable quarterly in arrears in cash in an amount equal to one-fourth of 20% of the dollar amount by which (i) the sum of (A) the aggregate cash dividends, if any, declared out of the REIT taxable income of the Company by the Company's Board of Directors payable to the holders of the Company's common stock and (B) the aggregate cash distributions, if any, declared out of the REIT taxable income of the operating partnership (without duplication) by the operating partnership payable to holders of OP Units (other than any OP Units held by the Company as a limited partner) annualized, or the Annualized Dividends and Distributions, in respect of such calendar quarter exceeds (ii) the product of (1) the book value per share of the Company's common stock as of the end of each such quarter multiplied by the number of shares of the Company's common stock and OP Units (other than any OP Units held by the Company as a limited partner) outstanding as of the end of such calendar quarter and (2) 8%. | ||
Management fee payable | $ 1,000 | ||
Percentage of base management fees payable in cash | 75.00% | ||
Percentage of base management fee payable in shares of common stock | 25.00% | ||
Management fees, description | Base management fee in excess of $1 million will be payable in shares of the Company's common stock until payment is 50% in cash and 50% in shares (the "50/50 split"). | ||
Percentage of remaining incentive fee payable in common stock | 20.00% | ||
Percentage of remaining incentive fee payable in cash | 80.00% | ||
Servicing agreement | Servicer | |||
Related Party Transaction [Line Items] | |||
Term of agreement | 15 years | ||
Percentage of fair market value of REO | 1.00% | ||
Percentage of purchase price of REO | 1.00% | ||
Servicing agreement | Servicer | Minimum | |||
Related Party Transaction [Line Items] | |||
Servicing fees percentage | 0.65% | 0.65% | |
Servicing agreement | Servicer | Maximum | |||
Related Party Transaction [Line Items] | |||
Servicing fees percentage | 1.25% | 1.25% |
Stock based payments and dire50
Stock based payments and director fees (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares | 17,356 | 31,530 | 33,920 | 59,365 | |
Amount of expense recognized | [1] | $ 259 | $ 436 | $ 514 | $ 864 |
Management fees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares | 15,684 | 29,790 | 30,600 | 55,877 | |
Amount of expense recognized | [1] | $ 234 | $ 411 | $ 462 | $ 814 |
Independent director fees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares | 1,672 | 1,740 | 3,320 | 3,488 | |
Amount of expense recognized | [1] | $ 25 | $ 25 | $ 52 | $ 50 |
[1] | All management fees and independent director fees are fully expensed in the period in which they are incurred. |
Stock based payments and dire51
Stock based payments and director fees (Details 1) - Restricted stock - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares | 8,000 | 8,000 | |||
Total cost of grant | $ 119 | $ 119 | |||
Grant expense recognized | $ 30 | $ 2 | $ 57 | ||
July 8, 2014 Directors Grants | Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares | [1] | 6,000 | 6,000 | ||
Per share value (in dollars per share) | [1] | $ 15 | $ 15 | ||
Total cost of grant | [1] | $ 90 | $ 90 | ||
Grant expense recognized | [1] | 23 | $ 45 | ||
February 19, 2015 Director Grant | Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares | [1] | 2,000 | 2,000 | ||
Per share value (in dollars per share) | [1] | $ 14.25 | $ 14.25 | ||
Total cost of grant | [1] | $ 29 | $ 29 | ||
Grant expense recognized | [1] | $ 7 | $ 2 | $ 12 | |
[1] | Vesting period is one year from grant date. |
Stock based payments and dire52
Stock based payments and director fees (Detail Textuals) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Feb. 28, 2015shares | Jun. 30, 2016USD ($)shares | Jun. 30, 2016USD ($)Directorshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Management fees | $ | $ 900,000 | $ 1,800,000 | |
Management fee paid with shares of stock | $ | $ 200,000 | $ 500,000 | |
Number of shares issued for payment for management fee | shares | 15,684 | 30,600 | |
Annual retainer amount | $ | $ 50,000 | ||
Long term incentive plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for issuance under Director Plan | shares | 100,000 | 100,000 | |
Number of independent directors | Director | 3 | ||
Long term incentive plan | Initial public offering | Restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of restricted stock awards issued to independent directors | shares | 2,000 | 2,000 | |
Vesting period | 1 year | 1 year |
Income taxes (Detail Textuals)
Income taxes (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Distribution percentage of Real Estate Investment Trust (REIT) taxable income | 90.00% | |||
Provision for income taxes | $ 26 | $ 16 | $ 23 | $ 16 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Basic EPS | ||||
Consolidated income attributable to common stockholders | $ 6,605 | $ 5,436 | $ 14,256 | $ 9,076 |
Allocation of earnings to participating restricted shares | (9) | (17) | (23) | (31) |
Consolidated income attributable to unrestricted common stockholders | 6,596 | 5,419 | 14,233 | 9,045 |
Effect of dilutive securities | ||||
Operating partnership units | 257 | 223 | 569 | 398 |
Restricted stock grants and Manager and director fee shares | 9 | 17 | 23 | 31 |
Diluted EPS | ||||
Consolidated income attributable to common stockholders and dilutive securities | $ 6,862 | $ 5,659 | $ 14,825 | $ 9,474 |
Basic EPS | ||||
Consolidated income attributable to common stockholders, shares | 15,742,932 | 15,237,739 | 15,524,725 | 14,129,162 |
Allocation of earnings to participating restricted shares, shares | ||||
Consolidated income attributable to unrestricted common stockholders, shares | 15,742,932 | 15,237,739 | 15,524,725 | 14,129,162 |
Effect of dilutive securities | ||||
Operating partnership units, shares | 624,106 | 624,106 | 624,106 | 624,106 |
Restricted stock grants and Manager and director fee shares, shares | 22,088 | 47,789 | 25,333 | 48,051 |
Diluted EPS | ||||
Consolidated income attributable to common stockholders and dilutive securities, shares | 16,389,126 | 15,909,634 | 16,174,164 | 14,801,319 |
Per Share Amount | ||||
Consolidated income attributable to unrestricted common stockholders (in dollars per share) | $ 0.42 | $ 0.36 | $ 0.92 | $ 0.64 |
Consolidated income attributable to unrestricted common stockholders (in dollars per share) | $ 0.42 | $ 0.36 | $ 0.92 | $ 0.64 |
Subsequent events (Detail Textu
Subsequent events (Detail Textuals) - USD ($) | Jul. 15, 2016 | Jul. 07, 2016 | Jul. 28, 2016 | Jun. 30, 2016 |
Subsequent Event [Line Items] | ||||
Annual retainer amount | $ 50,000 | |||
Repurchase financing arrangement | Mortgage loans | ||||
Subsequent Event [Line Items] | ||||
Variable rate basis of borrowing | One-month LIBOR | |||
Subsequent events | Repurchase financing arrangement | Mortgage loans | ||||
Subsequent Event [Line Items] | ||||
Loan amount | $ 150,000,000 | |||
Variable rate basis of borrowing | LIBOR plus 2.5% | |||
Servicing fees percentage | 0.25% | |||
Subsequent events | Common Stock | Paul Friedman | 2014 Director Equity Plan | ||||
Subsequent Event [Line Items] | ||||
Number of shares received | 2,000 | |||
Vesting period | 1 year | |||
Annual retainer amount | $ 50,000 | |||
Subsequent events | Board of directors | ||||
Subsequent Event [Line Items] | ||||
Dividend declared date | Jul. 28, 2016 | |||
Dividends payable, amount per share | $ 0.25 | |||
Dividend paid date | Aug. 31, 2016 | |||
Dividend record date | Aug. 16, 2016 |
Subsequent events (Detail Tex56
Subsequent events (Detail Textuals 1) $ in Millions | Aug. 01, 2016shares | Jul. 31, 2016USD ($)Property | Jun. 30, 2016shares | Jun. 30, 2015shares |
Common Stock | ||||
Subsequent Event [Line Items] | ||||
Stock issued in lieu of management fee | shares | 29,826 | 43,301 | ||
Subsequent events | Common Stock | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued in payment of half of their quarterly director fees | shares | 418 | |||
Subsequent events | Manager | Common Stock | ||||
Subsequent Event [Line Items] | ||||
Stock issued in lieu of management fee | shares | 15,684 | |||
Subsequent events | Re-performing loans | Five Sellers | ||||
Subsequent Event [Line Items] | ||||
Number of mortgage loans on real estate | Property | 882 | |||
Aggregate unpaid principal balance of mortgage loans on real estate | $ 149.2 | |||
Percentage of unpaid principal balance of loan acquired | 83.60% | |||
Estimated market value of the underlying collateral | $ 211.2 | |||
Percentage of estimated market value of the underlying collateral | 59.10% | |||
Subsequent events | Re-performing loans | Eight Sellers | ||||
Subsequent Event [Line Items] | ||||
Number of mortgage loans on real estate | Property | 626 | |||
Aggregate unpaid principal balance of mortgage loans on real estate | $ 124 | |||
Percentage of unpaid principal balance of loan acquired | 82.60% | |||
Estimated market value of the underlying collateral | $ 171 | |||
Percentage of estimated market value of the underlying collateral | 59.90% |