Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 02, 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 | 18,744,090 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
ASSETS | |||
Cash and cash equivalents | $ 23,318 | $ 30,795 | |
Cash held in trust | 35 | 39 | |
Mortgage loans | [1] | 755,627 | 554,877 |
Property held-for-sale, net | 19,505 | 10,333 | |
Rental property, net | 915 | 58 | |
Receivable from servicer | 9,147 | 5,444 | |
Investment in affiliates | 3,923 | 2,625 | |
Prepaid expenses and other assets | 6,762 | 5,634 | |
Total Assets | 819,232 | 609,805 | |
Liabilities: | |||
Secured borrowings, net | [1] | 416,079 | 265,006 |
Borrowings under repurchase agreement | 119,232 | 104,533 | |
Management fee payable | 750 | 667 | |
Accrued expenses and other liabilities | 2,164 | 1,786 | |
Total liabilities | 538,225 | 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, 18,098,311 shares at September 30, 2016 and 15,301,946 shares at December 31, 2015 issued and outstanding | 181 | 152 | |
Additional paid-in capital | 244,641 | 211,729 | |
Retained earnings | 25,803 | 15,921 | |
Equity attributable to common stockholders | 270,625 | 227,802 | |
Non-controlling interests | 10,382 | 10,011 | |
Total equity | 281,007 | 237,813 | |
Total Liabilities and Equity | $ 819,232 | $ 609,805 | |
[1] | Mortgage loans include $595,279 and $398,696 of loans at September 30, 2016 and December 31, 2015, respectively, transferred to securitization trusts that are variable interest entities ("VIEs"); these loans can only be used to settle obligations of the VIEs. Secured borrowings consist of notes issued by VIEs that can only be settled with the assets and cash flows of the VIEs. The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.). See Note 8-Debt. Secured borrowings are presented net of deferred issuance costs. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Sep. 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 | 18,098,311 | 15,301,946 |
Common stock, shares outstanding | 18,098,311 | 15,301,946 |
Mortgage loans | $ 595,279 | $ 398,696 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
INCOME | ||||
Interest income | $ 18,707 | $ 14,440 | $ 50,898 | $ 32,116 |
Interest expense | (6,941) | (3,849) | (17,990) | (7,192) |
Net interest income | 11,766 | 10,591 | 32,908 | 24,924 |
Income from investment in Manager | 68 | 44 | 158 | 148 |
Other income | (215) | 301 | 652 | 707 |
Total income | 11,619 | 10,936 | 33,718 | 25,779 |
EXPENSE | ||||
Related party expense - loan servicing fees | 1,556 | 1,196 | 4,412 | 2,703 |
Related party expense - management fees | 1,049 | 861 | 2,892 | 2,464 |
Loan transaction expense | 100 | 310 | 887 | 1,299 |
Professional fees | 315 | 278 | 1,137 | 1,019 |
Real estate operating expense | 157 | 128 | 431 | 192 |
Other expense | 537 | 230 | 1,208 | 679 |
Total expense | 3,714 | 3,003 | 10,967 | 8,356 |
Income before provision for income tax | 7,905 | 7,933 | 22,751 | 17,423 |
Provision for income tax | 18 | 8 | 41 | 24 |
Consolidated net income | 7,887 | 7,925 | 22,710 | 17,399 |
Less: consolidated net income attributable to the non-controlling interests | 264 | 311 | 832 | 709 |
Consolidated net income attributable to common stockholders | $ 7,623 | $ 7,614 | $ 21,878 | $ 16,690 |
Basic earnings per common share (in dollars per share) | $ 0.42 | $ 0.50 | $ 1.34 | $ 1.15 |
Diluted earnings per common share (in dollars per share) | $ 0.42 | $ 0.50 | $ 1.34 | $ 1.15 |
Weighted average shares - basic (in shares) | 17,937,079 | 15,273,818 | 16,334,713 | 14,514,907 |
Weighted average shares - diluted (in shares) | 18,664,586 | 15,926,052 | 17,010,364 | 15,180,350 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Consolidated net income | $ 22,710 | $ 17,399 |
Adjustments to reconcile consolidated net income to net cash from operating activities | ||
Stock-based management fee and compensation expense | 960 | 1,155 |
Non-cash interest income accretion | (39,415) | (21,008) |
Gain on sale of property | (318) | (131) |
Gain from payoffs of loans in transit | (128) | |
Depreciation of property | 17 | 1 |
Impairment of real estate owned | 687 | |
Amortization of prepaid financing costs | 4,623 | 991 |
Net change in operating assets and liabilities | ||
Cash held in trust | 4 | |
Prepaid expenses and other assets | (3,346) | (5,892) |
Receivable from servicer | (3,703) | (5,118) |
Undistributed income from investment in affiliates | (416) | (410) |
Accrued expenses, Management fee payable, and other liabilities | 461 | 2,305 |
Net cash from operating activities | (17,864) | (10,708) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of mortgage loans and related balances | (304,852) | (300,379) |
Principal paydowns on mortgage loans | 49,099 | 16,440 |
Sale of mortgage loans | 78,162 | |
Purchase of property held-for-sale and related balances | (2,888) | |
Proceeds from sale of property held-for-sale | 6,674 | 1,081 |
Investment in equity method investee | (1,111) | |
Distribution from affiliates | 229 | 115 |
Loan to affiliate entity | (3,960) | |
Renovations of rental property and property held-for-sale | (705) | (234) |
Net cash from investing activities | (176,464) | (285,865) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from repurchase transactions | 222,331 | 202,996 |
Proceeds from sale of secured notes | 185,861 | 136,939 |
Repayments on repurchase transactions | (207,632) | (87,447) |
Repayments on secured notes | (33,233) | (23,782) |
Sale of common stock, net of offering costs | 31,981 | 51,529 |
Distribution to non-controlling interest | (461) | (350) |
Dividends paid on common stock | (11,996) | (7,904) |
Net cash from financing activities | 186,851 | 271,981 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (7,477) | (24,592) |
CASH AND CASH EQUIVALENTS, beginning of period | 30,795 | 53,099 |
CASH AND CASH EQUIVALENTS, end of period | 23,318 | 28,507 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 12,809 | 5,817 |
Cash paid for income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Transfer of loans to rental property or property held-for-sale | 16,781 | 5,813 |
Issuance of common stock for management and director fees | 960 | 1,155 |
Property sold to borrowers under installment method | $ 143 | $ 132 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings | Stockholders' Equity | Non-controlling 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 | 16,690 | 16,690 | 709 | 17,399 | ||
Issuance of shares | $ 40 | 51,489 | 51,529 | 51,529 | ||
Issuance of shares (in shares) | 3,981,714 | |||||
Stock-based management fee expense | 1,016 | 1,016 | 1,016 | |||
Stock-based management fee expense (in shares) | 73,091 | |||||
Stock-based compensation expense | 139 | 139 | 139 | |||
Stock-based compensation expense (in shares) | 6,739 | |||||
Dividends and distributions | (7,904) | (7,904) | (350) | (8,254) | ||
Balance at Sep. 30, 2015 | $ 152 | 211,595 | 11,530 | 223,277 | 9,832 | 233,109 |
Balance (in shares) at Sep. 30, 2015 | 15,285,528 | |||||
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 | 21,878 | 21,878 | 832 | $ 22,710 | ||
Issuance of shares | $ 26 | 31,955 | 31,981 | $ 31,981 | ||
Issuance of shares (in shares) | 2,590,859 | 2,589,427 | ||||
Stock-based management fee expense | $ 1 | 762 | 763 | $ 763 | ||
Stock-based management fee expense (in shares) | 45,510 | |||||
Stock-based compensation expense | $ 2 | 195 | 197 | 197 | ||
Stock-based compensation expense (in shares) | 159,996 | |||||
Dividends and distributions | (11,996) | (11,996) | (461) | (12,457) | ||
Balance at Sep. 30, 2016 | $ 181 | $ 244,641 | $ 25,803 | $ 270,625 | $ 10,382 | $ 281,007 |
Balance (in shares) at Sep. 30, 2016 | 18,098,311 | 18,098,311 |
Organization and basis of prese
Organization and basis of presentation | 9 Months Ended |
Sep. 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 (“REIT”). 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 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, (“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 and AJX Mortgage Trust II are wholly owned subsidiaries of the Operating Partnership formed to hold mortgage loans used as collateral for financings under the Company’s repurchase agreements. 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 first quarter of 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 is using 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 September 30, 2016, the Company owned 96.7% of the outstanding operating partnership units (“OP Units”) and the remaining 3.3% 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 | 9 Months Ended |
Sep. 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 acquisition closing date but prior to pooling. Any gain or loss incurred on these loans is recognized 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 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 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 The Company entered into the Management Agreement with 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 by and between the Company and the Manager, as amended and restated on October 27, 2015, 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 On July 8, 2014, the Company entered into a 15-year Servicing Agreement (the “Servicing Agreement”) with Gregory (the “Servicer”). Under the Servicing Agreement by and between the Company and the Servicer, the Servicer 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 the Servicer 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. The Servicer 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 the Servicer 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. The base management fee and manager’s incentive fee to be payable in cash and shares of the Company’s common stock are 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. Under the Company’s 2014 Director Equity Plan (the “Director Plan”), the Company may make stock-based awards to its directors. 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 units (“LTIP Units”) from the Operating Partnership, available for issuance under the Director Plan is 90,000 shares. The Company has issued to each of its independent directors restricted stock awards of 2,000 shares of its common stock upon joining the Board, 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 issuance of up to 5% of the Company’s outstanding shares from time to time 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). Grants of restricted stock to officers of the Company use grant date fair value of the stock as the basis for measuring the cost of the grant. The cost of grants of restricted stock to employees of the Company’s affiliates is determined using the stock price as of the date at which the counterparty's performance is complete. Forfeitures are accounted for in the period in which they occur. The shares vest over three years, with one third of the shares vesting on each of the first, second and third anniversaries of the grant date. The shares may not be sold until the third anniversary of the grant date. 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 of transactions with special purpose entities, which have primarily consisted of trusts established for the Company’s secured borrowings (See “Secured Borrowings” above and Note 8 to the consolidated 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 VIE. If an entity created in a transaction meets the definition of a VIE and the Company determines that it or a consolidated subsidiary 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. In addition, notwithstanding the Company’s qualification as a REIT, it may also have to pay certain state and local income taxes, because not all states and localities treat REITs in the same manner that they are treated for U.S. federal income tax purposes. 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 the Manager through the 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 VIEs, as amended 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, as amended, 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 three months ended March 31, 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 consolidated 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. 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 elected to early-adopt ASU 2016-09 during the nine months ended September 30, 2016. Accordingly, the Company has made an entity-wide accounting policy election to account for forfeitures under its equity incentive plan as they occur. 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 2016-01 Financial 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. 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Mortgage loans
Mortgage loans | 9 Months Ended |
Sep. 30, 2016 | |
Mortgage Loans [Abstract] | |
Mortgage loans | Note 3 — Mortgage loans Included on the Company’s consolidated balance sheet as of September 30, 2016 and December 31, 2015 are approximately $755.6 million and $554.9 million, respectively, of residential and small balance commercial whole loans at carrying value. The carrying value reflects the original investment amount, plus accretion of interest income, less principal and interest cash flows received. The carrying value is decreased by an allowance for losses, if any. To date, the Company has not recorded an allowance for losses against its purchased mortgage loans. The Company’s mortgage loans are secured by real estate. The Company categorizes mortgage loans as “re-performing” and “non-performing” at acquisition and monitors the credit quality of the mortgage loans in its portfolio on an ongoing basis, principally by considering loan payment activity or delinquency status. In addition, the Company assesses the expected cash flows from the mortgage loans, the fair value of the underlying collateral and other factors, and evaluates whether and when it becomes probable that all amounts contractually due will not be collected. The following table presents information regarding the accretable yield and non-accretable amount for loans acquired during the following periods. The Company’s loan acquisitions for the three and nine months ended September 30, 2016 consisted entirely of re-performing loans; no non-performing loans were acquired in any of the 2016 periods ($ in thousands): Three months ended September 30, 2016 Three months ended September 30, 2015 Re-performing Non-performing Re-performing Non-performing Contractually required principal and interest $ 291,260 $ - $ 157,868 $ - Non-accretable amount (109,032 ) - (62,289 ) - Expected cash flows to be collected 182,228 - 95,579 - Accretable yield (44,158 ) - (28,727 ) - Fair value at acquisition $ 138,070 $ - $ 66,852 $ - Nine months ended September 30, 2016 Nine months ended September 30, 2015 Re-performing Non- Re-performing Non- Contractually required principal and interest $ 493,963 $ - $ 644,471 $ 65,675 Non-accretable amount (186,424 ) - (260,993 ) (38,317 ) Expected cash flows to be collected 307,539 - 383,478 27,358 Accretable yield (80,163 ) - (102,407 ) (8,038 ) Fair value at acquisition $ 227,376 $ - $ 281,071 $ 19,320 The following table presents the change in the accretable yield for the total loan portfolio for the following periods ($ in thousands): Three months ended September 30, 2016 Three months ended September 30, 2015 Re-performing Non-performing Re-performing Non-performing Balance at beginning of period $ 184,173 $ 16,298 $ 115,932 $ 23,735 Accretable yield additions 44,158 - 28,727 - Accretion (16,860 ) (1,844 ) (11,531 ) (2,908 ) Reclassification from (to) non-accretable amount, net 6,241 (1,850 ) - - Balance at end of period $ 217,712 $ 12,604 $ 133,128 $ 20,827 Nine months ended September 30, 2016 Nine months ended September 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 80,163 - 102,407 8,038 Accretion (44,717 ) (6,175 ) (24,219 ) (7,897 ) Reclassification from (to) non-accretable amount, net 45,811 354 - - Balance at end of period $ 217,712 $ 12,604 $ 133,128 $ 20,827 For the three and nine-month periods ended September 30, 2016 and September 30, 2015, the Company recognized no provision for loan loss. For the three and nine-month periods ended September 30, 2016, the Company accreted $18.7 million and $50.9 million, respectively, into interest income with respect to its loan portfolio. For the three and nine-month periods ended September 30, 2015, the Company accreted $14.4 million and $32.1 million, respectively, into interest income with respect to its loan portfolio. During the three months ended September 30, 2016, the Company reclassified a net $4.4 million from non-accretable amount to accretable yield, consisting of a $6.2 million transfer from non-accretable amount to accretable yield for re-performing loans, partially offset by a $1.8 million transfer from accretable yield to non-accretable amount for non-performing loans. Comparatively, during the nine months ended September 30, 2016, the Company reclassified $45.8 million and $0.4 million from non-accretable amount to accretable yield for its re-performing and non-performing loans, respectively. The reclassification is based on an updated assessment of projected loan cash flows as compared to the projection at the acquisition date. Substantially fewer loans are defaulting than originally projected at acquisition, resulting in greater total cash flows being collected over a longer period of time. Performing loans have a longer duration than non-performing loans and generate higher cash flows over the expected life of the loan. The following table sets forth the carrying value of the Company’s mortgage loans, and related unpaid principal balance by delinquency status as of September 30, 2016 and December 31, 2015 ($ in thousands): September 30, 2016 December 31, 2015 Number of Carrying Unpaid Number of Carrying Unpaid Current 2,086 $ 377,494 $ 472,272 1,161 $ 212,469 $ 272,577 30 605 103,685 128,996 479 83,936 107,873 60 387 69,627 84,824 338 55,573 70,781 90 785 124,075 155,922 867 127,435 167,177 Foreclosure 408 80,746 106,824 404 75,464 107,301 Mortgage loans 4,271 $ 755,627 $ 948,838 3,249 $ 554,877 $ 725,709 |
Real estate assets
Real estate assets | 9 Months Ended |
Sep. 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. Rental property As of September 30, 2016, the Company owned four REO properties with an aggregate carrying value of $0.9 million held for investment as rentals, at which time all of the properties were rented. Three of these properties were acquired 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 is currently unoccupied and being actively marketed for sale. As of the periods ended September 30, 2016 and December 31, 2015, the Company’s net investments in REO held-for-sale were $19.5 million and $10.3 million, respectively. At September 30, 2016, 120 of the Company’s 130 properties held-for-sale with a carrying value of $17.1 million had been acquired through foreclosure and reclassified out of its Mortgage Loan Portfolio. As of December 31, 2015, 55 of the Company’s property held-for sale with a carrying value of $6.8 million had been acquired through foreclosure and reclassified out of its Mortgage Loan Portfolio. The following table presents the activity in the Company’s carrying value of property held-for-sale for the three months and nine months ended September 30, 2016 and September 30, 2015 ($ in thousands): Property Held-for-sale Three months ended Nine months ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Count Amount Count Amount Count Amount Count Amount Balance at beginning of period 111 $ 16,551 54 $ 9,018 73 $ 10,333 12 $ 1,316 Transfers from mortgage loans 42 5,692 18 1,873 120 15,685 51 6,158 Adjustments to record at lower of cost or fair value - (487 ) - - - (687 ) - - Disposals (21 ) (2,222 ) (9 ) (754 ) (61 ) (6,362 ) (12 ) (1,119 ) Other (2 ) (29 ) (1 ) (969 ) (2 ) 536 (11 ) 2,813 Balance at end of period 130 $ 19,505 62 $ 9,168 130 $ 19,505 62 $ 9,168 Dispositions During the three months ended September 30, 2016 and September 30, 2015, the Company sold 21 and nine REO properties, realizing a net loss of approximately ($0.2) million and a net gain of approximately $47,000, respectively, which are included in Other Income on the Company’s consolidated statements of income. During the nine months ended September 30, 2016 and 2015, the Company sold 61 and 12 REO properties realizing gains, net of selling expenses, commissions and other costs, of approximately $0.3 million and $0.1 million, 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 $0.5 million was recorded to reflect certain REO properties at the lower of cost or estimated fair value. The Company did not record any lower of cost or estimated fair market value adjustment in 2015. |
Fair value
Fair value | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair value | Note 5 — Fair value The following tables set forth the fair value of financial assets and liabilities by level within the fair value hierarchy as of September 30, 2016 and December 31, 2015 ($ in thousands): Level 1 Level 2 Level 3 September 30, 2016 Carrying Quoted prices in Observable inputs Unobservable Not recognized on consolidated balance sheet at fair value (assets) Mortgage loans $ 755,627 $ - $ - $ 812,980 Not recognized on consolidated balance sheet at fair value (liabilities) Secured borrowings, net $ 416,079 - - $ 417,671 Borrowings under repurchase agreement $ 119,232 - $ 119,232 - 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 nine months ended September 30, 2016 or the three or nine months ended September 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 secured debt is estimated using the Manager’s proprietary pricing model which estimates expected cash flows of the underlying mortgage loans which collateralize the debt, and which drive the cash flows used to make interest payments. The discount rate used in the present value calculation represents the estimated effective yield of the mortgages. 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 September 30, 2016 and December 31, 2015: Range of Values Input September 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 | 9 Months Ended |
Sep. 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. The Company accounts for its investment in GA-E 2014-12 using the equity method. Upon the closing of the Company’s original private placement in July 2014, the Company received a 19.8% equity interest in the Manager, a privately held company for which there is no public market for its securities. The Company accounts for its investment in the Manager 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. The Company holds a 24.2% interest in AS Ajax E LLC and accounts for its investment using the equity method. AS Ajax E LLC owns a 5% interest in Ajax E Master Trust which holds a portfolio of re-performing mortgage loans. During the three months ended September 30, 2016, the Company sold $78.2 million of re-performing mortgage loans for total proceeds of $78.1 million to Ajax E Master Trust. Additionally, the Company made a loan to AS Ajax E LLC in the amount of $4.0 million at Libor plus 5.22% to fund its interest in the purchase. The table below shows the net income, assets and liabilities for the Company’s unconsolidated affiliates at 100%, and at the Company’s share ($ in thousands): Net income, assets and liabilities at 100% Net income at 100% Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 GA-E 2014-12 $ 189 $ 222 $ 573 $ 645 The Manager $ 343 $ 249 $ 796 $ 749 AS Ajax E LLC $ 54 $ - $ 111 $ - Assets and liabilities at 100% September 30, 2016 December 31, 2015 Assets Liabilities Assets Liabilities GA-E 2014-12 $ 6,188 $ - $ 5,966 $ - The Manager $ 5,162 $ 1,671 $ 3,028 $ 520 AS Ajax E LLC $ 8,295 $ 3,962 $ - $ - Net income, assets and liabilities at Company share Net income at Company share Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 GA-E 2014-12 $ 77 $ 90 $ 232 $ 261 The Manager $ 68 $ 49 $ 158 $ 148 AS Ajax E LLC $ 13 $ - $ 27 $ - Assets and liabilities at Company share September 30, 2016 December 31, 2015 Assets Liabilities Assets Liabilities GA-E 2014-12 $ 2,506 $ - $ 2,416 $ - The Manager $ 1,022 $ 331 $ 600 $ 103 AS Ajax E LLC $ 2,011 $ 961 $ - $ - |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 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 September 30, 2016, the Company had commitments to purchase 229 RPLs secured by single and one-to-four family residences with aggregate UPB of $46.4 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 September 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 | 9 Months Ended |
Sep. 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 $200.0 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 facility pursuant to which a newly formed Delaware statutory trust, AJX Mortgage Trust II (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 “2016 MRA”), these mortgage loans, together with the Seller’s 100% ownership interests in its wholly owned subsidiary, a newly formed Delaware limited liability company (“AJX Realty II LLC”), and any future REO subsidiaries wholly owned by the Seller and certain other property of the Seller, will be sold by the Seller to JPMorgan Chase Bank, N.A., as buyer, from time to time, pursuant to one or more transactions, not exceeding $150.0 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 2016 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 based upon a sliding scale from 85% to 75% as determined by the quality of the collateral, applied to 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 termination date is July 19, 2017. The Servicer services these mortgage loans and the REO properties pursuant to the terms of a servicing agreement by and among the Servicer, each Seller, REO I, AJX Realty II LLC 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 buyers a limited guaranty of certain losses incurred by the buyers 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, 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 Company’s repurchase transactions and facilities. ($ in thousands): September 30, 2016 Maturity Date Origination date Maximum Amount Outstanding Amount of Collateral Interest November 22, 2016 November 24, 2015 $ 200,000 $ 10,731 $ 22,537 4.26 % December 23, 2016 June 23, 2016 9,419 9,419 13,391 2.91 % March 9, 2017 September 9, 2016 15,889 15,889 22,698 3.32 % March 30, 2017 September 30, 2016 10,797 10,797 15,424 3.34 % July 12, 2019 July 15, 2016 150,000 72,396 114,576 3.05 % Totals $ 386,105 $ 119,232 $ 188,626 3.21 % December 31, 2015 Maturity Date Origination date Maximum Amount outstanding 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 % 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 consolidated balance sheets at September 30, 2016 and December 31, 2015. Gross amounts not offset in balance sheet Balance sheet date Gross amount of Gross amount Net amount September 30, 2016 $ 119,232 $ 188,626 $ 69,394 December 31, 2015 $ 104,533 $ 164,610 $ 60,077 Secured borrowings From the commencement of operations to September 30, 2016, the Company has completed seven securitizations pursuant to Rule 144A under the Securities Act. The securitizations are structured as debt financings and not sales through a real estate investment conduit (“REMIC”), and the loans included in the securitizations remain on the Company’s consolidated 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 seven securitizations through September 30, 2016, the Company has retained the Class B note 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 – Ajax Mortgage Loan Trust 2016-B / August 2016 Class A notes due 2065 $84.4 million 4.00 % Class B-1 notes due 2065 (1) $6.6 million 5.25 % Class B-2 notes due 2065 (1) $6.6 million 5.25 % Trust certificates (2) $34.1 million – Deferred issuance costs $(1.6) million – (1) The Class B notes are subordinate, sequential pay, fixed rate notes with Class B-2 notes subordinate to the Class B-1 notes. The Company has retained the Class B notes. (2) The trust certificates issued by the trusts and the beneficial ownership of the trusts are retained by Great Ajax Funding LLC as the depositor. As the holder of the trust certificates, the Company is entitled to receive any remaining amounts in the trusts after the Class A notes and Class B notes have been paid in full. (3) These securities are encumbered under a repurchase agreement. Servicing for the mortgage loans in the Company’s securitizations is provided by the Servicer at a servicing fee rate of 0.65% annually of UPB for loans that are re-performing at acquisition and 1.25% annually of UPB for loans that are non-performing at acquisition, and is paid monthly. The following table sets forth the status of the notes held by others at September 30, 2016, December 31, 2015, and the securitization cutoff date ($ in thousands): Balances at September 30, 2016 Balances at December 31, 2015 Original balances at securitization Class of Notes Carrying value Bond principal Carrying value Bond principal Mortgage Bond Principal 2014-A $ 52,997 $ 32,932 $ 55,098 $ 36,463 $ 81,405 $ 45,000 2014-B 64,558 31,554 66,292 35,646 91,535 41,191 2015-A 52,043 30,152 53,673 33,674 75,835 35,643 2015-B 107,249 79,234 115,395 84,973 158,498 87,174 2015-C 101,289 69,641 108,238 79,824 130,130 81,982 2016-A 118,563 97,379 - - 158,485 101,431 2016-B 98,580 82,316 - - 131,746 84,430 $ 595,279 $ 423,208 $ 398,696 $ 270,580 $ 827,634 $ 476,851 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. |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 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 September 30, 2016 Three months ended September 30, 2015 Amount Counterparty Consolidated Amount Counterparty Consolidated Loan servicing fees $ 1,556 Servicer Related party expense – loan servicing fees $ 1,196 Servicer Related party expense – loan servicing fees Management fee 1,049 Manager Related party expense – management fee 861 Manager Related party expense – management fee Expense reimbursements 25 Manager Other expense - Manager Other expense Due diligence and related loan acquisition costs 22 Servicer Loan transaction expense 2 Servicer Loan transaction expense Expense reimbursements - Servicer Professional fees - Servicer Professional fees Nine months ended September 30, 2016 Nine months ended September 30, 2015 Amount Counterparty Consolidated Amount Counterparty Consolidated Loan servicing fees $ 4,412 Servicer Related party expense – loan servicing fees $ 2,703 Servicer Related party expense – loan servicing fees Management fee 2,892 Manager Related party expense – management fee 2,464 Manager Related party expense – management fee Due diligence and related loan acquisition costs 72 Servicer Loan transaction expense 21 Servicer Loan transaction expense Expense reimbursements 50 Manager Other expense - Manager Other expense Expense reimbursements - Servicer Professional fees 3 Servicer Professional fees The Company’s consolidated balance sheets included the following significant related party balances ($ in thousands): September 30, 2016 December 31, 2015 Amount Counterparty Consolidated Balance Amount Counterparty Consolidated Balance Receivables from Servicer $ 9,147 Servicer Receivable from servicer $ 5,444 Servicer Receivable from servicer Receivable from AS Ajax E LLC 3,960 AS Ajax E LLC Prepaid expenses and other assets - AS Ajax E LLC Prepaid expenses and other assets Management fee payable 750 Manager Management fee payable 667 Manager Management fee payable Expense reimbursement receivable 472 Ajax E Master Trust I Prepaid expenses and other assets - Ajax E Master Trust I Prepaid expenses and other assets Servicing fees payable 97 Servicer Accrued expenses and other liabilities 152 Servicer Accrued expenses and other liabilities Expense reimbursement payable 4 Manager Accrued expenses and other liabilities - Manager Accrued expenses and other liabilities Expense reimbursement receivable - Manager Prepaid expenses and other assets 37 Manager Prepaid expenses and other assets Management Agreement In July 2014, the Company entered into the Management Agreement with 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: 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 $1.0 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 $1.0 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. The quantity of common stock will be determined using the higher of the most recently reported book value or the average of the closing prices of the Company’s common stock on the NYSE on the five business days after the date on which the most recent regular quarterly dividend to holders of the Company’s 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. For the quarter ended September 30, 2016, the Company’s management fee payable to the Manager exceeded the $1.0 million threshold resulting in an additional 3,327 shares of the Company’s common stock being issued to the Manager in lieu of cash. The Manager is also entitled to an incentive fee, payable quarterly and calculated in arrears, of 20% of the amount by which total dividends on common stock and distributions on OP units exceeds 8% of book value. However, no incentive fee will be payable to the Manager with respect to any calendar quarter unless the Company’s cumulative core earnings, defined as GAAP net income or loss less non-cash equity compensation, unrealized gains or losses from mark-to-market adjustments, one-time adjustments to earnings resulting from changes to GAAP, and certain other non-cash items, is greater than zero for the most recently completed eight calendar quarters. 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. To date, no incentive fees have been paid to the Manager. 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. Additionally, the Company may reimburse the Manager for 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, as amended (the “Investment Company Act”) (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 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 the Servicer 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 the Servicer 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 | 9 Months Ended |
Sep. 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 nine months ended September 30, 2016 of $1.0 million and $2.9 million, respectively, of which the Company paid $0.3 million and $0.8 million, respectively, in 20,005 and 50,605 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 September 30, 2016 September 30, 2015 Number of Amount of expense recognized (1) Number of Amount of expense recognized (1) Management fees 20,005 $ 300 14,710 $ 215 Independent director fees 1,672 25 1,708 25 21,677 $ 325 16,418 $ 240 For the nine-months ended For the nine-months ended September 30, 2016 September 30, 2015 Number of Amount of expense recognized (1) Number of Amount of expense recognized (1) Management fees 50,605 $ 761 70,587 $ 1,016 Independent director fees 4,996 75 5,196 75 55,601 $ 836 75,783 $ 1,091 (1) All management fees and independent director fees are fully expensed in the period in which they are incurred. Restricted stock grants Each independent director is issued a restricted stock award of 2,000 shares of the Company’s common stock subject to a one-year vesting period. On August 17, 2016, the Company granted 153,000 shares of restricted stock to employees of its Manager and Servicer. The shares vest over three years, with one third of the shares vesting on each of the first, second and third anniversaries of the grant date. The shares may not be sold until the vesting date. Grants of restricted stock to officers of the Company use grant date fair value of the stock as the basis for measuring the cost of the grant. The cost of grants of restricted stock to employees of the Company’s affiliates is determined using the stock price as of the date at which the counterparty's performance is complete. The following table sets forth the activity in its restricted stock plan ($ in thousands, except share and per share amounts): Restricted stock Number of shares Expected cost of Grant expense recognized for the three months ended September 30, 2016 Grant expense Directors’ grants (1) 4,000 $ 57 $ 7 $ 9 Employee and service provider grants (2) 153,000 2,066 111 111 157,000 $ 2,123 $ 118 $ 120 Restricted stock Number of shares Expected cost of Grant expense Grant expense recognized for the nine months ended September 30, 2015 Directors’ grants (1) 8,000 $ 119 $ 7 $ 64 E mployee and service provider grants (2) - - - - 8,000 $ 119 $ 7 $ 64 (1)Vesting period is one year from grant date. (2)Vesting ratable over three years from grant date. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 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 two TRS entities, 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 $18,000 and $41,000 were recorded for the three- and nine-month periods ended September 30, 2016. Provisions for income taxes of $8,000 and $24,000, were recorded for both the three- and nine-month periods ended September 30, 2015, respectively. The Company recognized no deferred income tax assets or liabilities on its consolidated balance sheet at September 30, 2016 or September 30, 2015. The Company also recorded no interest or penalties for either of the three- or nine-month periods ended September 30, 2016 or the three- or nine-month periods ended September 30, 2015. |
Earnings per share
Earnings per share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per share | Note 12 — Earnings per share The following table sets forth the components of basic and diluted earnings per share ($ in thousands, except share and per share amounts): Three months ended September 30, 2016 Three months ended September 30, 2015 Income Shares Per Share Income Shares Per Share Basic EPS Consolidated net income attributable to common stockholders $ 7,623 17,937,079 $ 7,614 15,273,818 Allocation of earnings to participating restricted shares (44 ) - (14 ) - Consolidated net income attributable to unrestricted common stockholders $ 7,579 17,937,079 $ 0.42 $ 7,600 15,273,818 $ 0.50 Effect of dilutive securities Operating partnership units 264 624,106 311 624,106 Restricted stock grants and Manager and director fee shares 44 103,401 14 28,128 Diluted EPS Consolidated net income attributable to common stockholders and dilutive securities $ 7,887 18,664,586 $ 0.42 $ 7,925 15,926,052 $ 0.50 Nine months ended September 30, 2016 Nine months ended September 30, 2015 Income Shares Per Share Income Shares Per Share Basic EPS Consolidated net income attributable to common stockholders $ 21,878 16,334,713 $ 16,690 14,514,907 Allocation of earnings to participating restricted shares (69 ) - (47 ) - Consolidated net income attributable to unrestricted common stockholders $ 21,809 16,334,713 $ 1.34 $ 16,643 14,514,907 $ 1.15 Effect of dilutive securities Operating partnership units 832 624,106 709 624,106 Restricted stock grants and Manager and director fee shares 69 51,545 47 41,337 Diluted EPS Consolidated net income attributable to common stockholders and dilutive securities $ 22,710 17,010,364 $ 1.34 $ 17,399 15,180,350 $ 1.15 |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 13 — Subsequent events Acquisitions During October 2016, the Company acquired 46 RPLs with aggregate UPB of $5.9 million in three transactions from three different sellers. The loans were acquired at 59% of UPB and the estimated market value of the underlying collateral is $7.0 million. The purchase price equaled 50% of the estimated market value of the underlying collateral. The Company also acquired 14 NPLs with aggregate UPB of $1.8 million in one transaction from one seller. The loans were acquired at 56% of UPB and the estimated market value of the underlying collateral is $2.1 million. The purchase price equaled 47% of the estimated market value of the underlying collateral. Additionally, during October 2016, the Company acquired 370 RPLs with aggregate UPB of $69.9 million in three transactions from three related party trusts. These loans, which have been serviced by Gregory Funding, have made at least 24 payments of scheduled principal and interest in the last 24 months and have a weighted average coupon of 5.25%. The loans were acquired at 93% of UPB and the estimated market value of the underlying collateral is $91.0 million. The purchase price equaled 71% of the estimated market value of the underlying collateral. All of these acquisitions had closed as of October 31, 2016. Additionally, the Company has agreed to acquire, subject to due diligence, 430 RPLs with aggregate UPB of $92.8 million in seven transactions from seven different sellers. The purchase price equals 82% of UPB and 56% of the estimated market value of the underlying collateral of $135.6 million. The Company has not entered into a definitive agreement with respect to these loans, and there is no assurance that the Company will enter into a definitive agreement relating to these loans or, if such an agreement is executed, that the Company will actually close the acquisitions or that the terms will not change. At-the-Market offering program On October 3, the Company entered into separate At-the-Market Issuance Sales Agreements to sell, through its agents, shares of common stock with an aggregate offering price of up to $50.0 million. To date, the Company has not issued any shares pursuant to the agreements. Additional information about the At-the-Market Issuance Sales Agreements is available in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2016. Securitization On October 24, 2016, the Company called notes issued as part of secured borrowings issued by Ajax Mortgage Loan Trust 2014-A and Ajax Mortgage Loan Trust 2014-B. The mortgage loan assets remaining in the trust were sold to Ajax Mortgage Loan Trust 2016-C and used as collateral for a new secured borrowing. The proceeds from the sale of the loans to Ajax Mortgage Loan Trust 2016-C were first applied to reduce outstanding obligations of Ajax Mortgage Loan Trust 2014-A and Ajax Mortgage Loan Trust 2014-B. Proceeds in excess of the amounts required to satisfy the outstanding obligations of Ajax Mortgage Loan Trust 2014-A and Ajax Mortgage Loan Trust 2014-B were retained by the Company and the Company intends to use the proceeds to fund investments in re-performing mortgage loans. In connection with the extinguishment of the notes issued by Ajax Mortgage Loan Trust 2014-A and Ajax Mortgage Loan Trust 2014-B , the Company expects to amortize the remaining approximately $0.6 million in deferred issuance costs in the fourth quarter of 2016. On October 25, 2016, the Company completed its eighth securitization, Ajax Mortgage Loan Trust 2016-C. An aggregate of $102.6 million of senior securities and $15.8 million of subordinated securities were issued in a private offering with respect to $157.8 million UPB of mortgage loans, of which $12.9 million were small balance commercial mortgage loans. Approximately 82% of these mortgage loans were RPLs and approximately 18% were NPLs based on UPB. Net proceeds from the sale of the senior securities provided leverage of approximately 3.9 times the related equity. Dividend declaration On October 27, 2016 the Company’s Board of Directors declared a dividend of $0.25 per share, to be paid on November 30, 2016, to stockholders of record as of November 16, 2016. Management fees On October 27, 2016 the Company issued 20,005 shares of its common stock to the Manager in payment of the stock-based portion of the management fee due for the third quarter of 2016 in a private transaction. The management fee expense associated with these shares was recorded as an expense in the third quarter of 2016. Directors’ retainer On October 27, 2016 the Company issued each of its independent directors 417 shares of its common stock in payment of half of their quarterly director fees for the third quarter of 2016. |
Summary of significant accoun20
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 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 acquisition closing date but prior to pooling. Any gain or loss incurred on these loans is recognized 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 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 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 The Company entered into the Management Agreement with 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 by and between the Company and the Manager, as amended and restated on October 27, 2015, 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 On July 8, 2014, the Company entered into a 15-year Servicing Agreement (the “Servicing Agreement”) with Gregory (the “Servicer”). Under the Servicing Agreement by and between the Company and the Servicer, the Servicer 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 the Servicer 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. The Servicer 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 the Servicer 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. The base management fee and manager’s incentive fee to be payable in cash and shares of the Company’s common stock are 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. Under the Company’s 2014 Director Equity Plan (the “Director Plan”), the Company may make stock-based awards to its directors. 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 units (“LTIP Units”) from the Operating Partnership, available for issuance under the Director Plan is 90,000 shares. The Company has issued to each of its independent directors restricted stock awards of 2,000 shares of its common stock upon joining the Board, 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 issuance of up to 5% of the Company’s outstanding shares from time to time 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). Grants of restricted stock to officers of the Company use grant date fair value of the stock as the basis for measuring the cost of the grant. The cost of grants of restricted stock to employees of the Company’s affiliates is determined using the stock price as of the date at which the counterparty's performance is complete. Forfeitures are accounted for in the period in which they occur. The shares vest over three years, with one third of the shares vesting on each of the first, second and third anniversaries of the grant date. The shares may not be sold until the third anniversary of the grant date. |
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 of transactions with special purpose entities, which have primarily consisted of trusts established for the Company’s secured borrowings (See “Secured Borrowings” above and Note 8 to the consolidated 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 VIE. If an entity created in a transaction meets the definition of a VIE and the Company determines that it or a consolidated subsidiary 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. In addition, notwithstanding the Company’s qualification as a REIT, it may also have to pay certain state and local income taxes, because not all states and localities treat REITs in the same manner that they are treated for U.S. federal income tax purposes. 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 the Manager through the 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 VIEs, as amended 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, as amended, 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 three months ended March 31, 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 consolidated 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. 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 elected to early-adopt ASU 2016-09 during the nine months ended September 30, 2016. Accordingly, the Company has made an entity-wide accounting policy election to account for forfeitures under its equity incentive plan as they occur. 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 2016-01 Financial 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 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 replace 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 require 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. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance on the presentation and classification of specific cash flow items to improve consistency within the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted. The Company is evaluating the effect that ASU 2016-15 will have on its consolidated financial statements and related disclosures. |
Mortgage loans (Tables)
Mortgage loans (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Mortgage Loans [Abstract] | |
Schedule of contractually required payments and estimated cash flows expected to be collected | Three months ended September 30, 2016 Three months ended September 30, 2015 Re-performing Non-performing Re-performing Non-performing Contractually required principal and interest $ 291,260 $ - $ 157,868 $ - Non-accretable amount (109,032 ) - (62,289 ) - Expected cash flows to be collected 182,228 - 95,579 - Accretable yield (44,158 ) - (28,727 ) - Fair value at acquisition $ 138,070 $ - $ 66,852 $ - Nine months ended September 30, 2016 Nine months ended September 30, 2015 Re-performing Non- Re-performing Non- Contractually required principal and interest $ 493,963 $ - $ 644,471 $ 65,675 Non-accretable amount (186,424 ) - (260,993 ) (38,317 ) Expected cash flows to be collected 307,539 - 383,478 27,358 Accretable yield (80,163 ) - (102,407 ) (8,038 ) Fair value at acquisition $ 227,376 $ - $ 281,071 $ 19,320 |
Schedule of accretable yield | Three months ended September 30, 2016 Three months ended September 30, 2015 Re-performing Non-performing Re-performing Non-performing Balance at beginning of period $ 184,173 $ 16,298 $ 115,932 $ 23,735 Accretable yield additions 44,158 - 28,727 - Accretion (16,860 ) (1,844 ) (11,531 ) (2,908 ) Reclassification from (to) non-accretable amount, net 6,241 (1,850 ) - - Balance at end of period $ 217,712 $ 12,604 $ 133,128 $ 20,827 Nine months ended September 30, 2016 Nine months ended September 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 80,163 - 102,407 8,038 Accretion (44,717 ) (6,175 ) (24,219 ) (7,897 ) Reclassification from (to) non-accretable amount, net 45,811 354 - - Balance at end of period $ 217,712 $ 12,604 $ 133,128 $ 20,827 |
Schedule of carrying value of mortgage loans and related UPB by delinquency status | September 30, 2016 December 31, 2015 Number of Carrying Unpaid Number of Carrying Unpaid Current 2,086 $ 377,494 $ 472,272 1,161 $ 212,469 $ 272,577 30 605 103,685 128,996 479 83,936 107,873 60 387 69,627 84,824 338 55,573 70,781 90 785 124,075 155,922 867 127,435 167,177 Foreclosure 408 80,746 106,824 404 75,464 107,301 Mortgage loans 4,271 $ 755,627 $ 948,838 3,249 $ 554,877 $ 725,709 |
Real estate assets (Tables)
Real estate assets (Tables) | 9 Months Ended |
Sep. 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 Nine months ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Count Amount Count Amount Count Amount Count Amount Balance at beginning of period 111 $ 16,551 54 $ 9,018 73 $ 10,333 12 $ 1,316 Transfers from mortgage loans 42 5,692 18 1,873 120 15,685 51 6,158 Adjustments to record at lower of cost or fair value - (487 ) - - - (687 ) - - Disposals (21 ) (2,222 ) (9 ) (754 ) (61 ) (6,362 ) (12 ) (1,119 ) Other (2 ) (29 ) (1 ) (969 ) (2 ) 536 (11 ) 2,813 Balance at end of period 130 $ 19,505 62 $ 9,168 130 $ 19,505 62 $ 9,168 |
Fair value (Tables)
Fair value (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of financial assets and liabilities | Level 1 Level 2 Level 3 September 30, 2016 Carrying Quoted prices in Observable inputs Unobservable Not recognized on consolidated balance sheet at fair value (assets) Mortgage loans $ 755,627 $ - $ - $ 812,980 Not recognized on consolidated balance sheet at fair value (liabilities) Secured borrowings, net $ 416,079 - - $ 417,671 Borrowings under repurchase agreement $ 119,232 - $ 119,232 - 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 September 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) | 9 Months Ended |
Sep. 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 September 30, Nine months ended September 30, 2016 2015 2016 2015 GA-E 2014-12 $ 189 $ 222 $ 573 $ 645 The Manager $ 343 $ 249 $ 796 $ 749 AS Ajax E LLC $ 54 $ - $ 111 $ - Assets and liabilities at 100% September 30, 2016 December 31, 2015 Assets Liabilities Assets Liabilities GA-E 2014-12 $ 6,188 $ - $ 5,966 $ - The Manager $ 5,162 $ 1,671 $ 3,028 $ 520 AS Ajax E LLC $ 8,295 $ 3,962 $ - $ - Net income, assets and liabilities at Company share Net income at Company share Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 GA-E 2014-12 $ 77 $ 90 $ 232 $ 261 The Manager $ 68 $ 49 $ 158 $ 148 AS Ajax E LLC $ 13 $ - $ 27 $ - Assets and liabilities at Company share September 30, 2016 December 31, 2015 Assets Liabilities Assets Liabilities GA-E 2014-12 $ 2,506 $ - $ 2,416 $ - The Manager $ 1,022 $ 331 $ 600 $ 103 AS Ajax E LLC $ 2,011 $ 961 $ - $ - |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of details of repurchase agreement | September 30, 2016 Maturity Date Origination date Maximum Amount Outstanding Amount of Collateral Interest November 22, 2016 November 24, 2015 $ 200,000 $ 10,731 $ 22,537 4.26 % December 23, 2016 June 23, 2016 9,419 9,419 13,391 2.91 % March 9, 2017 September 9, 2016 15,889 15,889 22,698 3.32 % March 30, 2017 September 30, 2016 10,797 10,797 15,424 3.34 % July 12, 2019 July 15, 2016 150,000 72,396 114,576 3.05 % Totals $ 386,105 $ 119,232 $ 188,626 3.21 % December 31, 2015 Maturity Date Origination date Maximum Amount outstanding 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 September 30, 2016 $ 119,232 $ 188,626 $ 69,394 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 – Ajax Mortgage Loan Trust 2016-B / August 2016 Class A notes due 2065 $84.4 million 4.00 % Class B-1 notes due 2065 (1) $6.6 million 5.25 % Class B-2 notes due 2065 (1) $6.6 million 5.25 % Trust certificates (2) $34.1 million – Deferred issuance costs $(1.6) 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 September 30, 2016 Balances at December 31, 2015 Original balances at securitization Class of Notes Carrying value Bond principal Carrying value Bond principal Mortgage Bond Principal 2014-A $ 52,997 $ 32,932 $ 55,098 $ 36,463 $ 81,405 $ 45,000 2014-B 64,558 31,554 66,292 35,646 91,535 41,191 2015-A 52,043 30,152 53,673 33,674 75,835 35,643 2015-B 107,249 79,234 115,395 84,973 158,498 87,174 2015-C 101,289 69,641 108,238 79,824 130,130 81,982 2016-A 118,563 97,379 - - 158,485 101,431 2016-B 98,580 82,316 - - 131,746 84,430 $ 595,279 $ 423,208 $ 398,696 $ 270,580 $ 827,634 $ 476,851 |
Related party transactions (Tab
Related party transactions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of consolidated statement of income | Three months ended September 30, 2016 Three months ended September 30, 2015 Amount Counterparty Consolidated Amount Counterparty Consolidated Loan servicing fees $ 1,556 Servicer Related party expense – loan servicing fees $ 1,196 Servicer Related party expense – loan servicing fees Management fee 1,049 Manager Related party expense – management fee 861 Manager Related party expense – management fee Expense reimbursements 25 Manager Other expense - Manager Other expense Due diligence and related loan acquisition costs 22 Servicer Loan transaction expense 2 Servicer Loan transaction expense Expense reimbursements - Servicer Professional fees - Servicer Professional fees Nine months ended September 30, 2016 Nine months ended September 30, 2015 Amount Counterparty Consolidated Amount Counterparty Consolidated Loan servicing fees $ 4,412 Servicer Related party expense – loan servicing fees $ 2,703 Servicer Related party expense – loan servicing fees Management fee 2,892 Manager Related party expense – management fee 2,464 Manager Related party expense – management fee Due diligence and related loan acquisition costs 72 Servicer Loan transaction expense 21 Servicer Loan transaction expense Expense reimbursements 50 Manager Other expense - Manager Other expense Expense reimbursements - Servicer Professional fees 3 Servicer Professional fees |
Schedule of related party transactions for consolidated balance sheet | September 30, 2016 December 31, 2015 Amount Counterparty Consolidated Balance Amount Counterparty Consolidated Balance Receivables from Servicer $ 9,147 Servicer Receivable from servicer $ 5,444 Servicer Receivable from servicer Receivable from AS Ajax E LLC 3,960 AS Ajax E LLC Prepaid expenses and other assets - AS Ajax E LLC Prepaid expenses and other assets Management fee payable 750 Manager Management fee payable 667 Manager Management fee payable Expense reimbursement receivable 472 Ajax E Master Trust I Prepaid expenses and other assets - Ajax E Master Trust I Prepaid expenses and other assets Servicing fees payable 97 Servicer Accrued expenses and other liabilities 152 Servicer Accrued expenses and other liabilities Expense reimbursement payable 4 Manager Accrued expenses and other liabilities - Manager Accrued expenses and other liabilities Expense reimbursement receivable - Manager Prepaid expenses and other assets 37 Manager Prepaid expenses and other assets |
Stock-based payments and dire27
Stock-based payments and director fees (Tables) | 9 Months Ended |
Sep. 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 September 30, 2016 September 30, 2015 Number of Amount of expense recognized (1) Number of Amount of expense recognized (1) Management fees 20,005 $ 300 14,710 $ 215 Independent director fees 1,672 25 1,708 25 21,677 $ 325 16,418 $ 240 For the nine-months ended For the nine-months ended September 30, 2016 September 30, 2015 Number of Amount of expense recognized (1) Number of Amount of expense recognized (1) Management fees 50,605 $ 761 70,587 $ 1,016 Independent director fees 4,996 75 5,196 75 55,601 $ 836 75,783 $ 1,091 (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 shares Expected cost of Grant expense recognized for the three months ended September 30, 2016 Grant expense Directors’ grants (1) 4,000 $ 57 $ 7 $ 9 Employee and service provider grants (2) 153,000 2,066 111 111 157,000 $ 2,123 $ 118 $ 120 Restricted stock Number of shares Expected cost of Grant expense Grant expense recognized for the nine months ended September 30, 2015 Directors’ grants (1) 8,000 $ 119 $ 7 $ 64 E mployee and service provider grants (2) - - - - 8,000 $ 119 $ 7 $ 64 (1)Vesting period is one year from grant date. (2)Vesting ratable over three years from grant date. |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Components of basic and diluted earnings per share | Three months ended September 30, 2016 Three months ended September 30, 2015 Income Shares Per Share Income Shares Per Share Basic EPS Consolidated net income attributable to common stockholders $ 7,623 17,937,079 $ 7,614 15,273,818 Allocation of earnings to participating restricted shares (44 ) - (14 ) - Consolidated net income attributable to unrestricted common stockholders $ 7,579 17,937,079 $ 0.42 $ 7,600 15,273,818 $ 0.50 Effect of dilutive securities Operating partnership units 264 624,106 311 624,106 Restricted stock grants and Manager and director fee shares 44 103,401 14 28,128 Diluted EPS Consolidated net income attributable to common stockholders and dilutive securities $ 7,887 18,664,586 $ 0.42 $ 7,925 15,926,052 $ 0.50 Nine months ended September 30, 2016 Nine months ended September 30, 2015 Income Shares Per Share Income Shares Per Share Basic EPS Consolidated net income attributable to common stockholders $ 21,878 16,334,713 $ 16,690 14,514,907 Allocation of earnings to participating restricted shares (69 ) - (47 ) - Consolidated net income attributable to unrestricted common stockholders $ 21,809 16,334,713 $ 1.34 $ 16,643 14,514,907 $ 1.15 Effect of dilutive securities Operating partnership units 832 624,106 709 624,106 Restricted stock grants and Manager and director fee shares 69 51,545 47 41,337 Diluted EPS Consolidated net income attributable to common stockholders and dilutive securities $ 22,710 17,010,364 $ 1.34 $ 17,399 15,180,350 $ 1.15 |
Organization and basis of pre29
Organization and basis of presentation (Detail Textuals) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Organization And Basis Of Presentation [Line Items] | ||
Percentage of outstanding OP units owned | 96.70% | |
Percentage of outstanding OP owned by an unaffiliated holder | 3.30% | |
Issuance of shares (in shares) | 2,589,427 | |
Net proceeds from initial public offering | $ 31,981 | $ 51,529 |
Thetis Asset Management LLC | ||
Organization And Basis Of Presentation [Line Items] | ||
Ownership percentage | 19.80% |
Summary of significant accoun30
Summary of significant accounting policies (Detail Textuals) | Jun. 07, 2016 | Jul. 08, 2014 | Sep. 30, 2016USD ($)Segmentshares | Jan. 07, 2016shares |
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% | 1.00% | ||
Percentage of purchase price of REO | 1.00% | 1.00% | ||
Terms of agreement | 15 years | |||
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 | 90,000 |
Mortgage loans (Details)
Mortgage loans (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Re-performing loans | Three months ended | ||
Mortgage Loans on Real Estate [Line Items] | ||
Contractually required principal and interest | $ 291,260 | $ 157,868 |
Non-accretable amount | (109,032) | (62,289) |
Expected cash flows to be collected | 182,228 | 95,579 |
Accretable yield | (44,158) | (28,727) |
Fair value at acquisition | 138,070 | 66,852 |
Re-performing loans | Nine months ended | ||
Mortgage Loans on Real Estate [Line Items] | ||
Contractually required principal and interest | 493,963 | 644,471 |
Non-accretable amount | (186,424) | (260,993) |
Expected cash flows to be collected | 307,539 | 383,478 |
Accretable yield | (80,163) | (102,407) |
Fair value at acquisition | 227,376 | 281,071 |
Non-performing loans | Three months ended | ||
Mortgage Loans on Real Estate [Line Items] | ||
Contractually required principal and interest | ||
Non-accretable amount | ||
Expected cash flows to be collected | ||
Accretable yield | ||
Fair value at acquisition | ||
Non-performing loans | Nine 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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield Movement Schedule [Roll Forward] | ||||
Reclassification from (to) non-accretable amount, net | $ 4,400 | |||
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 | 184,173 | $ 115,932 | $ 136,455 | $ 54,940 |
Accretable yield additions | 44,158 | 28,727 | 80,163 | 102,407 |
Accretion | (16,860) | (11,531) | (44,717) | (24,219) |
Reclassification from (to) non-accretable amount, net | 6,241 | 45,811 | ||
Balance at end of period | 217,712 | 133,128 | 217,712 | 133,128 |
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 | 16,298 | 23,735 | 18,425 | 20,686 |
Accretable yield additions | 8,038 | |||
Accretion | (1,844) | (2,908) | (6,175) | (7,897) |
Reclassification from (to) non-accretable amount, net | (1,850) | 354 | ||
Balance at end of period | $ 12,604 | $ 20,827 | $ 12,604 | $ 20,827 |
Mortgage loans (Details 2)
Mortgage loans (Details 2) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016USD ($)Loan | Dec. 31, 2015USD ($)Loan | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Number of loans | Loan | 4,271 | 3,249 | |
Carrying value | [1] | $ 755,627 | $ 554,877 |
Unpaid principal balance | $ 948,838 | $ 725,709 | |
Current | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Number of loans | Loan | 2,086 | 1,161 | |
Carrying value | $ 377,494 | $ 212,469 | |
Unpaid principal balance | $ 472,272 | $ 272,577 | |
30 | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Number of loans | Loan | 605 | 479 | |
Carrying value | $ 103,685 | $ 83,936 | |
Unpaid principal balance | $ 128,996 | $ 107,873 | |
60 | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Number of loans | Loan | 387 | 338 | |
Carrying value | $ 69,627 | $ 55,573 | |
Unpaid principal balance | $ 84,824 | $ 70,781 | |
90 | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Number of loans | Loan | 785 | 867 | |
Carrying value | $ 124,075 | $ 127,435 | |
Unpaid principal balance | $ 155,922 | $ 167,177 | |
Foreclosure | |||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||
Number of loans | Loan | 408 | 404 | |
Carrying value | $ 80,746 | $ 75,464 | |
Unpaid principal balance | $ 106,824 | $ 107,301 | |
[1] | Mortgage loans include $595,279 and $398,696 of loans at September 30, 2016 and December 31, 2015, respectively, transferred to securitization trusts that are variable interest entities ("VIEs"); these loans can only be used to settle obligations of the VIEs. Secured borrowings consist of notes issued by VIEs that can only be settled with the assets and cash flows of the VIEs. The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.). See Note 8-Debt. Secured borrowings are presented net of deferred issuance costs. |
Mortgage loans (Detail Textuals
Mortgage loans (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | ||
Mortgage Loans on Real Estate [Line Items] | ||||||
Mortgage loans | [1] | $ 755,627 | $ 755,627 | $ 554,877 | ||
Interest income on loans | 18,700 | $ 14,400 | 50,900 | $ 32,100 | ||
Certain loans acquired in transfer not accounted for as debt securities, accretable yield, reclassifications (to) from nonaccretable difference | 4,400 | |||||
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 | 6,241 | 45,811 | ||||
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 | $ (1,850) | $ 354 | ||||
[1] | Mortgage loans include $595,279 and $398,696 of loans at September 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) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($)Property | Sep. 30, 2015USD ($)Property | Sep. 30, 2016USD ($)Property | Sep. 30, 2015USD ($)Property | |
Real Estate Held For Sale [Roll Forward] | ||||
Balance at beginning of period, count | Property | 111 | 54 | 73 | 12 |
Balance at beginning of period | $ | $ 16,551 | $ 9,018 | $ 10,333 | $ 1,316 |
Transfers from mortgage loans, count | Property | 42 | 18 | 120 | 51 |
Transfers from mortgage loans | $ | $ 5,692 | $ 1,873 | $ 15,685 | $ 6,158 |
Adjustments to record at lower of cost or fair value, count | Property | ||||
Adjustments to record at lower of cost or fair value | $ | $ (487) | $ (687) | ||
Disposals, count | Property | (21) | (9) | (61) | (12) |
Disposals | $ | $ (2,222) | $ (754) | $ (6,362) | $ (1,119) |
Other, count | Property | (2) | (1) | (2) | (11) |
Other | $ | $ (29) | $ (969) | $ 536 | $ 2,813 |
Balance at end of period , count | Property | 130 | 62 | 130 | 62 |
Balance at end of period | $ | $ 19,505 | $ 9,168 | $ 19,505 | $ 9,168 |
Real estate assets (Detail Text
Real estate assets (Detail Textuals) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2016USD ($)Property | Sep. 30, 2015USD ($)Property | Sep. 30, 2016USD ($)Property | Sep. 30, 2015USD ($)Property | Dec. 31, 2015USD ($)Property | Jun. 30, 2016USD ($)Property | Jun. 30, 2015USD ($)Property | Dec. 31, 2014USD ($)Property | |
Real Estate [Line Items] | ||||||||
Number of REO properties foreclosed | Property | 120 | 120 | 55 | |||||
Foreclosed residential properties | $ | $ 17,100,000 | $ 17,100,000 | $ 6,800,000 | |||||
Number of REO properties held for rental | Property | 4 | 1 | ||||||
Aggregate carrying value REO properties | $ | $ 900,000 | $ 900,000 | $ 100,000 | |||||
Number of REO properties acquired through foreclosures | Property | 3 | 3 | ||||||
Number of properties held for sale | Property | 130 | 62 | 130 | 62 | 73 | 111 | 54 | 12 |
Aggregate carrying value of held for sale | $ | $ 19,505,000 | $ 9,168,000 | $ 19,505,000 | $ 9,168,000 | $ 10,333,000 | $ 16,551,000 | $ 9,018,000 | $ 1,316,000 |
Number of held-for-sale residential properties disposed | Property | (21) | (9) | (61) | (12) | ||||
Gain (loss) on sale of property | $ | $ 318,000 | $ 131,000 | ||||||
Adjustment to record REO properties at lower of cost | $ | $ 500,000 | |||||||
Other Income | ||||||||
Real Estate [Line Items] | ||||||||
Number of held-for-sale residential properties disposed | Property | 21 | 9 | 61 | 12 | ||||
Gain (loss) on sale of property | $ | $ (200,000) | $ 47,000 | $ 300,000 | $ 100,000 |
Fair value (Details)
Fair value (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Not recognized on consolidated balance sheet at fair value (assets) | |||
Mortgage loans | [1] | $ 755,627 | $ 554,877 |
Not recognized on consolidated balance sheet at fair value (liabilities) | |||
Secured borrowings, net | [1] | 416,079 | 265,006 |
Borrowings under repurchase agreement | 119,232 | 104,533 | |
Carrying Value | |||
Not recognized on consolidated balance sheet at fair value (assets) | |||
Mortgage loans | 755,627 | 554,877 | |
Not recognized on consolidated balance sheet at fair value (liabilities) | |||
Secured borrowings, net | 416,079 | 265,006 | |
Borrowings under repurchase agreement | 119,232 | 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, net | |||
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, net | |||
Borrowings under repurchase agreement | 119,232 | 104,533 | |
Level 3 Unobservable inputs | |||
Not recognized on consolidated balance sheet at fair value (assets) | |||
Mortgage loans | 812,980 | 627,112 | |
Not recognized on consolidated balance sheet at fair value (liabilities) | |||
Secured borrowings, net | 417,671 | 259,649 | |
Borrowings under repurchase agreement | |||
[1] | Mortgage loans include $595,279 and $398,696 of loans at September 30, 2016 and December 31, 2015, respectively, transferred to securitization trusts that are variable interest entities ("VIEs"); these loans can only be used to settle obligations of the VIEs. Secured borrowings consist of notes issued by VIEs that can only be settled with the assets and cash flows of the VIEs. The creditors do not have recourse to the primary beneficiary (Great Ajax Corp.). See Note 8-Debt. Secured borrowings are presented net of deferred issuance costs. |
Fair value (Details 1)
Fair value (Details 1) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Cost of debt | 4.25% | 4.25% |
Re-performing loans | Minimum | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Equity discount rate | 7.00% | 7.00% |
Loan resolution timelines | 4 years | 4 years |
Re-performing loans | Maximum | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Equity discount rate | 14.00% | 14.00% |
Loan resolution timelines | 7 years | 7 years |
Non-performing loans | Minimum | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Equity discount rate | 10.00% | 10.00% |
Loan resolution timelines | 1 year 4 months 24 days | 1 year 4 months 24 days |
Non-performing loans | Maximum | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Equity discount rate | 18.00% | 18.00% |
Loan resolution timelines | 4 years | 4 years |
Unconsolidated affiliates (Deta
Unconsolidated affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||||
Assets | $ 819,232 | $ 819,232 | $ 609,805 | ||
Liabilities | 538,225 | 538,225 | 371,992 | ||
GA-E 2014-12 | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Net income | 189 | $ 222 | 573 | $ 645 | |
Assets | 6,188 | 6,188 | 5,966 | ||
Net income | 77 | 90 | 232 | 261 | |
Assets | 2,506 | 2,506 | 2,416 | ||
The Manager | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Net income | 343 | 249 | 796 | 749 | |
Assets | 5,162 | 5,162 | 3,028 | ||
Liabilities | 1,671 | 1,671 | 520 | ||
Net income | 68 | $ 49 | 158 | $ 148 | |
Assets | 1,022 | 1,022 | 600 | ||
Liabilities | 331 | 331 | $ 103 | ||
AS Ajax E LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Net income | 54 | 111 | |||
Assets | 8,295 | 8,295 | |||
Liabilities | 3,962 | 3,962 | |||
Net income | 13 | 27 | |||
Assets | 2,011 | 2,011 | |||
Liabilities | $ 961 | $ 961 |
Unconsolidated affiliates (De40
Unconsolidated affiliates (Detail Textuals) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Mar. 14, 2016 | |
The Manager | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 19.80% | |
Ajax E Master Trust | Re-performing loans | Sale of re-performing mortgage loans | ||
Schedule of Equity Method Investments [Line Items] | ||
Loans sold value | $ 78.2 | |
Proceeds of mortgage loans | 78.1 | |
Ajax E Master Trust | AS Ajax E LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest in real estate trust, percentage | 5.00% | |
AS Ajax E LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 24.20% | |
AS Ajax E LLC | Re-performing loans | Loan to equity method investee | ||
Schedule of Equity Method Investments [Line Items] | ||
Loan to AS Ajax E LLC | $ 4 | |
Basis of variable rate | Libor | |
Interest rate | 5.22% | |
Delaware Trust GA-E 2014-12 | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 40.50% |
Commitments and contingencies (
Commitments and contingencies (Detail Textuals) - One-to-four family residences - Re-performing loans - Purchase commitment $ in Millions | Sep. 30, 2016USD ($)Property |
Mortgage Loans on Real Estate [Line Items] | |
Number of mortgage loans on real estate | Property | 229 |
Aggregate unpaid principal balance of mortgage loans on real estate | $ | $ 46.4 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 386,105 | $ 220,212 |
Amount outstanding | 119,232 | 104,533 |
Amount of collateral | $ 188,626 | $ 164,610 |
Interest rate | 3.21% | 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 | 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 | 10,731 | 84,321 |
Amount of collateral | $ 22,537 | $ 135,736 |
Interest rate | 4.26% | 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% | |
Master Repurchase Agreement | March 9, 2017 | ||
Debt Instrument [Line Items] | ||
Maturity Date | Mar. 9, 2017 | |
Origination date | Sep. 9, 2016 | |
Maximum borrowing capacity | $ 15,889 | |
Amount outstanding | 15,889 | |
Amount of collateral | $ 22,698 | |
Interest rate | 3.32% | |
Master Repurchase Agreement | March 30, 2017 | ||
Debt Instrument [Line Items] | ||
Maturity Date | Mar. 30, 2017 | |
Origination date | Sep. 30, 2016 | |
Maximum borrowing capacity | $ 10,797 | |
Amount outstanding | 10,797 | |
Amount of collateral | $ 15,424 | |
Interest rate | 3.34% | |
Master Repurchase Agreement | July 12, 2019 | ||
Debt Instrument [Line Items] | ||
Maturity Date | Jul. 12, 2019 | |
Origination date | Jul. 15, 2016 | |
Maximum borrowing capacity | $ 150,000 | |
Amount outstanding | 72,396 | |
Amount of collateral | $ 114,576 | |
Interest rate | 3.05% |
Debt (Details 1)
Debt (Details 1) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Gross amount of recognized liabilities | $ 119,232 | $ 104,533 |
Gross amount pledged as collateral | 188,626 | 164,610 |
Net amount | $ 69,394 | $ 60,077 |
Debt (Details 2)
Debt (Details 2) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | |||
Interest Rate | 3.21% | 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 A Notes | Ajax Mortgage Loan Trust 2016-B / August 2016 | |||
Debt Instrument [Line Items] | |||
Notes due | 2,065 | ||
Original Principal | $ 84.4 | ||
Interest Rate | 4.00% | ||
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 1 Notes | Ajax Mortgage Loan Trust 2016-B / August 2016 | |||
Debt Instrument [Line Items] | |||
Notes due | [1] | 2,065 | |
Original Principal | [1] | $ 6.6 | |
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 | Class B 2 Notes | Ajax Mortgage Loan Trust 2016-B / August 2016 | |||
Debt Instrument [Line Items] | |||
Notes due | [1] | 2,065 | |
Original Principal | [1] | $ 6.6 | |
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 | |
Interest Rate | [3] | ||
Mortgage loans | Trust Certificate | Ajax Mortgage Loan Trust 2014-B / November 2014 | |||
Debt Instrument [Line Items] | |||
Original Principal | [3] | $ 22.9 | |
Interest Rate | [3] | ||
Mortgage loans | Trust Certificate | Ajax Mortgage Loan Trust 2015-A / May 2015 | |||
Debt Instrument [Line Items] | |||
Original Principal | [3] | $ 22.8 | |
Interest Rate | [3] | ||
Mortgage loans | Trust Certificate | Ajax Mortgage Loan Trust 2015-B / July 2015 | |||
Debt Instrument [Line Items] | |||
Original Principal | [3] | $ 47.5 | |
Interest Rate | [3] | ||
Mortgage loans | Trust Certificate | Ajax Mortgage Loan Trust 2015-C / November 2015 | |||
Debt Instrument [Line Items] | |||
Original Principal | [3] | $ 35.1 | |
Interest Rate | [3] | ||
Mortgage loans | Trust Certificate | Ajax Mortgage Loan Trust 2016-A/ April 2016 | |||
Debt Instrument [Line Items] | |||
Original Principal | [3] | $ 41.3 | |
Interest Rate | [3] | ||
Mortgage loans | Trust Certificate | Ajax Mortgage Loan Trust 2016-B / August 2016 | |||
Debt Instrument [Line Items] | |||
Original Principal | [3] | $ 34.1 | |
Mortgage loans | Deferred issuance costs | Ajax Mortgage Loan Trust 2014-A/ October 2014 | |||
Debt Instrument [Line Items] | |||
Interest Rate | |||
Deferred issuance costs | $ (0.9) | ||
Mortgage loans | Deferred issuance costs | Ajax Mortgage Loan Trust 2014-B / November 2014 | |||
Debt Instrument [Line Items] | |||
Interest Rate | |||
Deferred issuance costs | $ (0.8) | ||
Mortgage loans | Deferred issuance costs | Ajax Mortgage Loan Trust 2015-A / May 2015 | |||
Debt Instrument [Line Items] | |||
Interest Rate | |||
Deferred issuance costs | $ (0.8) | ||
Mortgage loans | Deferred issuance costs | Ajax Mortgage Loan Trust 2015-B / July 2015 | |||
Debt Instrument [Line Items] | |||
Interest Rate | |||
Deferred issuance costs | $ (1.5) | ||
Mortgage loans | Deferred issuance costs | Ajax Mortgage Loan Trust 2015-C / November 2015 | |||
Debt Instrument [Line Items] | |||
Interest Rate | |||
Deferred issuance costs | $ (2.7) | ||
Mortgage loans | Deferred issuance costs | Ajax Mortgage Loan Trust 2016-A/ April 2016 | |||
Debt Instrument [Line Items] | |||
Interest Rate | |||
Deferred issuance costs | $ (2.7) | ||
Mortgage loans | Deferred issuance costs | Ajax Mortgage Loan Trust 2016-B / August 2016 | |||
Debt Instrument [Line Items] | |||
Interest Rate | |||
Deferred issuance costs | $ (1.6) | ||
[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 | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Carrying value of mortgages | $ 595,279 | $ 398,696 |
Bond principal balance | 423,208 | 270,580 |
Original balances at securitization cutoff date Mortgage UPB | 827,634 | |
Original balances at securitization cutoff date Bond principal balance | 476,851 | |
2014-A | ||
Debt Instrument [Line Items] | ||
Carrying value of mortgages | 52,997 | 55,098 |
Bond principal balance | 32,932 | 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 | 64,558 | 66,292 |
Bond principal balance | 31,554 | 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 | 52,043 | 53,673 |
Bond principal balance | 30,152 | 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 | 107,249 | 115,395 |
Bond principal balance | 79,234 | 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 | 101,289 | 108,238 |
Bond principal balance | 69,641 | 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 | 118,563 | |
Bond principal balance | 97,379 | |
Original balances at securitization cutoff date Mortgage UPB | 158,485 | |
Original balances at securitization cutoff date Bond principal balance | 101,431 | |
2016-B | ||
Debt Instrument [Line Items] | ||
Carrying value of mortgages | 98,580 | |
Bond principal balance | 82,316 | |
Original balances at securitization cutoff date Mortgage UPB | 131,746 | |
Original balances at securitization cutoff date Bond principal balance | $ 84,430 |
Debt (Detail Textuals)
Debt (Detail Textuals) - USD ($) $ in Millions | Jul. 15, 2016 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||
Percentage of guarantors beneficial interest | 100.00% | |
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 | Re-performing loans | 2016-A | ||
Debt Instrument [Line Items] | ||
Servicing fees percentage | 0.65% | |
Mortgage loans | Re-performing loans | 2016-B | ||
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% | |
Mortgage loans | Non-performing loans | 2016-A | ||
Debt Instrument [Line Items] | ||
Servicing fees percentage | 1.25% | |
Mortgage loans | Non-performing loans | 2016-B | ||
Debt Instrument [Line Items] | ||
Servicing fees percentage | 1.25% | |
Master Repurchase Agreement | Mortgage loans | ||
Debt Instrument [Line Items] | ||
Ownership interests in subsidiary | 100.00% | 100.00% |
Loan amount | $ 150 | |
Variable rate basis of borrowing | One-month LIBOR | One-month LIBOR |
Percentage of purchase price for each mortgage loan or REO | 65.00% | |
Master Repurchase Agreement | Mortgage loans | Minimum | ||
Debt Instrument [Line Items] | ||
Percentage of purchase price for each mortgage loan or REO | 75.00% | |
Master Repurchase Agreement | Mortgage loans | Maximum | ||
Debt Instrument [Line Items] | ||
Loan amount | $ 200 | |
Percentage of purchase price for each mortgage loan or REO | 85.00% |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Servicer | Loan servicing fees | ||||
Related Party Transaction [Line Items] | ||||
Loan servicing fees | $ 1,556 | $ 1,196 | $ 4,412 | $ 2,703 |
Servicer | Loan transaction expense | ||||
Related Party Transaction [Line Items] | ||||
Due diligence and related loan acquisition costs | 22 | 2 | 72 | 21 |
Servicer | Professional Fees | ||||
Related Party Transaction [Line Items] | ||||
Expense reimbursements | 3 | |||
Manager | Management fees | ||||
Related Party Transaction [Line Items] | ||||
Management fee | 1,049 | $ 861 | 2,892 | $ 2,464 |
Manager | Other expense | ||||
Related Party Transaction [Line Items] | ||||
Expense reimbursements | $ 25 | $ 50 |
Related party transactions (D48
Related party transactions (Details 1) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Receivable from servicer | $ 9,147 | $ 5,444 |
Management fee payable | 750 | 667 |
Servicer | Receivables from Servicer | ||
Related Party Transaction [Line Items] | ||
Receivable from servicer | 9,147 | 5,444 |
Servicer | Accrued expenses and other liabilities | ||
Related Party Transaction [Line Items] | ||
Servicing fees payable | 97 | 152 |
Manager | Management fee payable | ||
Related Party Transaction [Line Items] | ||
Management fee payable | 750 | 667 |
Manager | Accrued expenses and other liabilities | ||
Related Party Transaction [Line Items] | ||
Expense reimbursement payable | 4 | |
Manager | Prepaid expenses and other assets | ||
Related Party Transaction [Line Items] | ||
Expense reimbursement receivable | 37 | |
AS Ajax E LLC | Prepaid expenses and other assets | ||
Related Party Transaction [Line Items] | ||
Receivable from servicer | 3,960 | |
Ajax E Master Trust I | Prepaid expenses and other assets | ||
Related Party Transaction [Line Items] | ||
Expense reimbursement receivable | $ 472 |
Related party transactions (D49
Related party transactions (Detail Textuals) - USD ($) $ in Thousands | Jul. 08, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||||||
Unpaid principal balance | $ 948,838 | $ 948,838 | $ 725,709 | |||
Management fee payable | $ 750 | $ 750 | $ 667 | |||
Stock issued in lieu of cash for fees | 21,677 | 16,418 | 55,601 | 75,783 | ||
Manager | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued in lieu of cash for fees | 3,327 | |||||
Manager | Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Management fee payable | $ 1,000 | $ 1,000 | ||||
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 fee, payable quarterly and calculated in arrears, of 20% of the amount by which total dividends on common stock and distributions on OP units exceeds 8% of book value. However, no incentive fee will be payable to the Manager with respect to any calendar quarter unless the Company’s cumulative core earnings, defined as GAAP net income or loss less non-cash equity compensation, unrealized gains or losses from mark-to-market adjustments, one-time adjustments to earnings resulting from changes to GAAP, and certain other non-cash items, is greater than zero for the most recently completed eight calendar quarters. 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. | |||||
Management fee payable | $ 1,000 | $ 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 $1.0 million will be payable in shares of the Company's common stock until payment is 50% in cash and 50% in shares (the "50/50 split") | |||||
Percentage of remaining incentive fee payable in common stock | 20.00% | |||||
Percentage of remaining incentive fee payable in cash | 80.00% | |||||
Servicing agreement | Servicer | ||||||
Related Party Transaction [Line Items] | ||||||
Term of agreement | 15 years | |||||
Percentage of fair market value of REO | 1.00% | 1.00% | ||||
Percentage of purchase price of REO | 1.00% | 1.00% | ||||
Servicing agreement | Servicer | Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Servicing fees percentage | 0.65% | 0.65% | ||||
Servicing agreement | Servicer | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Servicing fees percentage | 1.25% | 1.25% |
Stock-based payments and dire50
Stock-based payments and director fees (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares | 21,677 | 16,418 | 55,601 | 75,783 | |
Amount of expense recognized | [1] | $ 325 | $ 240 | $ 836 | $ 1,091 |
Management fees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares | 20,005 | 14,710 | 50,605 | 70,587 | |
Amount of expense recognized | [1] | $ 300 | $ 215 | $ 761 | $ 1,016 |
Independent director fees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares | 1,672 | 1,708 | 4,996 | 5,196 | |
Amount of expense recognized | [1] | $ 25 | $ 25 | $ 75 | $ 75 |
[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) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares | 157,000 | 8,000 | ||
Expected cost of grant | $ 2,123 | $ 119 | ||
Grant expense recognized | $ 118 | $ 7 | $ 120 | $ 64 |
Restricted stock | Directors' grants | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares | 4,000 | 8,000 | ||
Expected cost of grant | $ 57 | $ 119 | ||
Grant expense recognized | 7 | $ 7 | $ 9 | $ 64 |
Restricted stock | Employee and service provider grants | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares | 153,000 | |||
Expected cost of grant | $ 2,066 | |||
Grant expense recognized | $ 111 | $ 111 |
Stock-based payments and dire52
Stock-based payments and director fees (Detail Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Aug. 17, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Management fees | $ 1,000,000 | $ 2,900,000 | |
Management fee paid with shares of stock | $ 300,000 | $ 800,000 | |
Number of shares issued for payment for management fee | 20,005 | 50,605 | |
Annual retainer amount | $ 50,000 | ||
Restricted stock | Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of restricted stock awards issued to independent directors | 153,000 | ||
Vesting period | 3 years | ||
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 | 2,000 | ||
Vesting period | 1 year |
Income taxes (Detail Textuals)
Income taxes (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Distribution percentage of Real Estate Investment Trust (REIT) taxable income | 90.00% | |||
Provision for income tax | $ 18 | $ 8 | $ 41 | $ 24 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Basic EPS | ||||
Consolidated net income attributable to common stockholders | $ 7,623 | $ 7,614 | $ 21,878 | $ 16,690 |
Allocation of earnings to participating restricted shares | (44) | (14) | (69) | (47) |
Consolidated net income attributable to unrestricted common stockholders | 7,579 | 7,600 | 21,809 | 16,643 |
Effect of dilutive securities | ||||
Operating partnership units | 264 | 311 | 832 | 709 |
Restricted stock grants and Manager and director fee shares | 44 | 14 | 69 | 47 |
Diluted EPS | ||||
Consolidated net income attributable to common stockholders and dilutive securities | $ 7,887 | $ 7,925 | $ 22,710 | $ 17,399 |
Basic EPS | ||||
Consolidated net income attributable to common stockholders, shares | 17,937,079 | 15,273,818 | 16,334,713 | 14,514,907 |
Allocation of earnings to participating restricted shares, shares | ||||
Consolidated net income attributable to unrestricted common stockholders, shares | 17,937,079 | 15,273,818 | 16,334,713 | 14,514,907 |
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 | 103,401 | 28,128 | 51,545 | 41,337 |
Diluted EPS | ||||
Consolidated net income attributable to common stockholders and dilutive securities, shares | 18,664,586 | 15,926,052 | 17,010,364 | 15,180,350 |
Per Share Amount | ||||
Consolidated net income attributable to unrestricted common stockholders (in dollars per share) | $ 0.42 | $ 0.50 | $ 1.34 | $ 1.15 |
Consolidated net income attributable to common stockholders and dilutive securities (in dollars per share) | $ 0.42 | $ 0.50 | $ 1.34 | $ 1.15 |
Subsequent events (Detail Textu
Subsequent events (Detail Textuals) - Subsequent events - Board of directors | 1 Months Ended |
Oct. 27, 2016$ / shares | |
Subsequent Event [Line Items] | |
Dividend declared date | Oct. 27, 2016 |
Dividends payable, amount per share | $ 0.25 |
Dividend paid date | Nov. 30, 2016 |
Dividend record date | Nov. 16, 2016 |
Subsequent events (Detail Tex56
Subsequent events (Detail Textuals 1) $ in Millions | Oct. 03, 2016shares | Oct. 31, 2016USD ($)Loan | Oct. 27, 2016shares | Oct. 25, 2016USD ($) | Sep. 30, 2016shares | Sep. 30, 2015shares | Oct. 24, 2016USD ($) |
Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued in lieu of management fee | shares | 45,510 | 73,091 | |||||
Subsequent events | |||||||
Subsequent Event [Line Items] | |||||||
Deferred issuance costs | $ 0.6 | ||||||
Subsequent events | Ajax Mortgage Loan Trust 2016 - C | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate unpaid principal balance of mortgage loans on real estate | $ 157.8 | ||||||
Subsequent events | Ajax Mortgage Loan Trust 2016 - C | Senior securities | |||||||
Subsequent Event [Line Items] | |||||||
Loan amount | 102.6 | ||||||
Subsequent events | Ajax Mortgage Loan Trust 2016 - C | Subordinated securities | |||||||
Subsequent Event [Line Items] | |||||||
Loan amount | 15.8 | ||||||
Subsequent events | Ajax Mortgage Loan Trust 2016 - C | Small Balance Commercial Mortgage Loans | |||||||
Subsequent Event [Line Items] | |||||||
Loan amount | $ 12.9 | ||||||
Subsequent events | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued in payment of half of their quarterly director fees | shares | 417 | ||||||
Aggregate offering price | shares | 50,000,000 | ||||||
Subsequent events | Manager | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued in lieu of management fee | shares | 20,005 | ||||||
Subsequent events | Re-performing loans | Ajax Mortgage Loan Trust 2016 - C | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of unpaid principal balance of loan acquired | 82.00% | ||||||
Subsequent events | Re-performing loans | Three Sellers | |||||||
Subsequent Event [Line Items] | |||||||
Number of mortgage loans on real estate | Loan | 46 | ||||||
Aggregate unpaid principal balance of mortgage loans on real estate | $ 5.9 | ||||||
Percentage of unpaid principal balance of loan acquired | 59.00% | ||||||
Estimated market value of the underlying collateral | $ 7 | ||||||
Percentage of estimated market value of the underlying collateral | 50.00% | ||||||
Subsequent events | Re-performing loans | Three Related Party Trusts | |||||||
Subsequent Event [Line Items] | |||||||
Number of mortgage loans on real estate | Loan | 370 | ||||||
Aggregate unpaid principal balance of mortgage loans on real estate | $ 69.9 | ||||||
Percentage of unpaid principal balance of loan acquired | 93.00% | ||||||
Estimated market value of the underlying collateral | $ 91 | ||||||
Percentage of estimated market value of the underlying collateral | 71.00% | ||||||
Weighted average coupon rate | 5.25% | ||||||
Subsequent events | Re-performing loans | Seven sellers | |||||||
Subsequent Event [Line Items] | |||||||
Number of mortgage loans on real estate | Loan | 430 | ||||||
Aggregate unpaid principal balance of mortgage loans on real estate | $ 92.8 | ||||||
Percentage of unpaid principal balance of loan acquired | 82.00% | ||||||
Estimated market value of the underlying collateral | $ 135.6 | ||||||
Percentage of estimated market value of the underlying collateral | 56.00% | ||||||
Subsequent events | Non-performing loans | Ajax Mortgage Loan Trust 2016 - C | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of unpaid principal balance of loan acquired | 18.00% | ||||||
Subsequent events | Non-performing loans | One Seller | |||||||
Subsequent Event [Line Items] | |||||||
Number of mortgage loans on real estate | Loan | 14 | ||||||
Aggregate unpaid principal balance of mortgage loans on real estate | $ 1.8 | ||||||
Percentage of unpaid principal balance of loan acquired | 56.00% | ||||||
Estimated market value of the underlying collateral | $ 2.1 | ||||||
Percentage of estimated market value of the underlying collateral | 47.00% |