Debt | Debt Repurchase Agreements The Company has entered into two repurchase facilities whereby the Company, through two wholly-owned Delaware trusts (the “Trusts”) acquires pools of mortgage loans which are then sold by the Trusts, as “seller” to a counterparty, the “buyer.” As of December 31, 2024, only one facility is outstanding. Upon the time of the initial sale to the buyer, the Trust, with a simultaneous agreement, also agrees to repurchase the pools of mortgage loans from the buyer. Mortgage loans sold under these facilities carry interest calculated based on a spread to one-month Secured Overnight Financing Rate (“SOFR”), which is fixed for the term of the borrowing. The advance rate is between 75% and 90% of the asset’s acquisition price. The obligations of the Trust to repurchase these mortgage loans at a future date are guaranteed by the Company’s Operating Partnership. The Company has also entered into six repurchase facilities, as of December 31, 2024, substantially similar to the mortgage loan repurchase facilities, but where the pledged assets are the Company’s investments in bonds and bonds retained from the Company’s secured borrowings. Each repurchase transaction represents its own borrowing. As such, the ceilings associated with these transactions are the amounts currently borrowed at any one time. The Company has effective control over the assets subject to all these transactions; therefore, the Company’s repurchase transactions are accounted for as financing arrangements. The Operating Partnership, as guarantor, will provide to the buyers a limited guaranty (“Guaranty”) of certain losses incurred by the buyers in connection with certain events and/or the seller’s obligations under the mortgage loan purchase agreement, following the breach of certain covenants by the seller, the occurrence of certain bad acts by the seller, the occurrence of certain insolvency events of the seller 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. The following table sets forth the details of the Company’s repurchase transactions and facilities ($ in thousands): December 31, 2024 Maturity Date Amount Outstanding Amount of Collateral Interest Rate Goldman Sachs - bonds (1) $ 59,548 $ 110,000 5.18 % A Bonds January 16, 2025 29,759 75,000 5.08 % February 18, 2025 29,789 35,000 5.27 % Lucid - bonds (1) $ 34,114 $ 100,000 5.05 % A Bonds January 16, 2025 34,114 100,000 5.05 % Barclays - bonds (1) $ 86,956 $ 113,276 5.41 % A Bonds January 10, 2025 17,065 20,000 5.20 % January 13, 2025 16,917 18,916 5.19 % January 31, 2025 25,123 31,478 5.43 % March 20, 2025 17,319 24,564 5.48 % B Bonds January 31, 2025 4,298 6,232 6.12 % March 20, 2025 5,003 9,631 5.86 % M Bonds January 31, 2025 305 512 5.72 % March 20, 2025 926 1,943 5.65 % Nomura - bonds (1) $ 66,445 $ 39,358 (3) 5.67 % A Bonds March 31, 2025 10,687 15,504 5.87 % B Bonds March 31, 2025 35,563 13,224 5.66 % M Bonds March 31, 2025 20,195 10,630 5.56 % Nomura - loans (2) February 28, 2025 $ 23,331 $ 31,821 6.97 % Santander bonds (1) $ 86,171 $ 167,077 5.11 % A Bonds January 6, 2025 21,685 25,000 5.18 % January 15, 2025 64,486 142,077 5.08 % Totals/weighted averages $ 356,565 $ 561,532 5.41 % (1) Maximum borrowing capacity subject to pledging sufficient collateral is the equivalent of the amount outstanding as of December 31, 2024. (2) Maximum borrowing capacity subject to pledging sufficient collateral as of December 31, 2024 was $400.0 million. (3) Excludes bonds that are consolidated on the Company’s balance sheet as of December 31, 2024. December 31, 2023 Maturity Date Amount Outstanding Amount of Collateral Interest Rate Barclays - bonds (1) $ 70,095 $ 101,041 7.03 % A Bonds January 3, 2024 10,850 15,572 6.90 % January 19, 2024 21,762 28,503 6.79 % May 3, 2024 9,628 12,329 6.87 % December 31, 2023 Maturity Date Amount Outstanding Amount of Collateral Interest Rate May 22, 2024 2,134 3,358 6.97 % B Bonds January 26, 2024 3,027 4,998 7.68 % March 13, 2024 13,398 20,121 7.13 % May 3, 2024 3,608 6,185 7.70 % May 22, 2024 4,312 7,565 7.57 % M Bonds May 3, 2024 281 499 7.05 % May 22, 2024 1,095 1,911 7.17 % Nomura - bonds (1) $ 68,623 $ 98,448 (4) 6.98 % A Bonds January 26, 2024 35,184 47,149 7.02 % February 15, 2024 5,079 7,449 6.93 % March 28, 2024 17,019 23,238 6.74 % B Bonds January 26, 2024 1,024 1,761 7.31 % February 15, 2024 3,002 5,149 7.33 % March 28, 2024 3,900 6,413 7.30 % M Bonds January 26, 2024 2,307 5,177 7.30 % March 28, 2024 1,108 2,112 6.90 % JP Morgan - bonds (1) $ 33,564 $ 53,978 6.90 % A Bonds February 28, 2024 9,632 12,633 6.73 % B Bonds February 28, 2024 6,598 11,140 7.13 % M Bonds January 4, 2024 13,541 22,813 6.82 % January 22, 2024 3,290 6,497 7.23 % February 28, 2024 503 895 7.03 % Nomura - loans (2) October 5, 2024 $ 193,060 $ 277,632 7.79 % JP Morgan - loans (3) July 10, 2024 $ 10,403 $ 14,656 8.38 % Totals/weighted averages $ 375,745 $ 545,755 7.44 % (1) Maximum borrowing capacity subject to pledging sufficient collateral is the equivalent of the amount outstanding as of December 31, 2023. (2) Maximum borrowing capacity subject to pledging sufficient collateral as of December 31, 2023 was $400.0 million. (3) Maximum borrowing capacity subject to pledging sufficient collateral as of December 31, 2023 was $150.0 million. (4) Excludes bonds that are consolidated on the Company’s balance sheet as of December 31, 2023. The Guaranty establishes a master netting arrangement; however, the arrangement does not meet the criteria for offsetting within the Company’s consolidated balance sheets. A master netting arrangement derives from contractual agreements entered into by two parties to multiple contracts that provides for the net settlement of all contracts covered by the agreements in the event of default under any one contract. As of December 31, 2024 and 2023, the Company had zero and $3.8 million, respectively, of cash collateral on deposit with financing counterparties. This cash is included in other assets on its consolidated balance sheets and is not netted against its borrowings under repurchase agreements. The amount outstanding on the Company’s repurchase facilities and the carrying value of the Company’s loans pledged as collateral are presented as gross amounts in the Company’s consolidated balance sheets at December 31, 2024 and 2023, in the table below ($ in thousands): Gross amounts not offset in balance sheet December 31, 2024 December 31, 2023 Gross amount of recognized liabilities $ 356,565 $ 375,745 Gross amount of loans and securities pledged as collateral 561,532 541,999 Other prepaid collateral — 3,756 Net collateral amount $ 204,967 $ 170,010 Secured Borrowings The Company uses securitization as a primary financing structure and refers to the transactions as secured borrowings. The secured borrowings are generally structured as debt financings. T he loans included in the secured borrowings 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 non-rated secured borrowings are generally structured with Class A notes, subordinated notes, and trust certificates, which have rights to the residual interests in the mortgages once the notes are repaid. The Company currently has no non-rated secured borrowing outstanding at December 31, 2024. The Company’s rated secured borrowings are generally structured as “REIT TMP” transactions which allow the Company to issue multiple classes of securities without using a REMIC structure or being subject to an entity level tax. The Company’s rated secured borrowings generally issue classes of debt from AAA through mezzanine. The Company generally retains the mezzanine and residual certificates in the transactions. The Company has retained the applicable mezzanine and residual certificates from the other four rated secured borrowings outstanding at December 31, 2024. The following table sets forth the original terms of notes from the Company’s secured borrowings outstanding at December 31, 2024, at their respective cutoff dates: Issuing Trust/Issue Date Interest Rate Step-up Date Security Original Principal Interest Rate Rated Ajax Mortgage Loan Trust 2019-D/ July 2019 July 25, 2027 Class A-1 notes due 2065 $140.4 million 2.96 % July 25, 2027 Class A-2 notes due 2065 6.1 million 3.50 % July 25, 2027 Class A-3 notes due 2065 10.1 million 3.50 % July 25, 2027 Class M-1 notes due 2065 (1) 9.3 million 3.50 % None Class B-1 notes due 2065 (2) 7.5 million 3.50 % None Class B-2 notes due 2065 (2) 7.1 million variable (3) None Class B-3 notes due 2065 (2) 12.8 million variable (3) Deferred issuance costs (2.7) million — % Rated Ajax Mortgage Loan Trust 2019-F/ November 2019 November 25, 2026 Class A-1 notes due 2059 $110.1 million 2.86 % November 25, 2026 Class A-2 notes due 2059 12.5 million 3.50 % November 25, 2026 Class A-3 notes due 2059 5.1 million 3.50 % November 25, 2026 Class M-1 notes due 2059 (1) 6.1 million 3.50 % Issuing Trust/Issue Date Interest Rate Step-up Date Security Original Principal Interest Rate None Class B-1 notes due 2059 (2) 11.5 million 3.50 % None Class B-2 notes due 2059 (2) 10.4 million variable (3) None Class B-3 notes due 2059 (2) 15.1 million variable (3) Deferred issuance costs (1.8) million — % Rated Ajax Mortgage Loan Trust 2020-B/ August 2020 July 25, 2027 Class A-1 notes due 2059 $97.2 million 1.70 % July 25, 2027 Class A-2 notes due 2059 17.3 million 2.86 % July 25, 2027 Class M-1 notes due 2059 (1) 7.3 million 3.70 % None Class B-1 notes due 2059 (2) 5.9 million 3.70 % None Class B-2 notes due 2059 (2) 5.1 million variable (3) None Class B-3 notes due 2059 (2) 23.6 million variable (3) Deferred issuance costs (1.8) million — % Rated Ajax Mortgage Loan Trust 2021-A/ January 2021 January 25, 2029 Class A-1 notes due 2065 $146.2 million 1.07 % January 25, 2029 Class A-2 notes due 2065 21.1 million 2.35 % January 25, 2029 Class M-1 notes due 2065 (1) $7.8 million 3.15 % None Class B-1 notes due 2065 (2) 5.0 million 3.80 % None Class B-2 notes due 2065 (2) 5.0 million variable (3) None Class B-3 notes due 2065 (2) 21.5 million variable (3) Deferred issuance costs (2.5) million — % (1) The Class M notes are subordinated, sequential pay, fixed rate notes. The Company has retained the Class M notes, with the exception of Ajax Mortgage Loan Trust 2021-A. (2) The Class B notes are subordinated, sequential pay, with B-2 and B-3 notes having variable interest rates and are subordinate to the Class B-1 notes. The Class B-1 notes are fixed rate notes. The Company has retained the Class B notes. (3) The interest rate is effectively the rate equal to the spread between the gross average rate of interest the trust collects on its mortgage loan portfolio minus the rate derived from the sum of the servicing fee and other expenses of the trust. Servicing for the mortgage loans in the Company’s secured borrowings is provided by the Servicer at a servicing fee of 0.42% of outstanding UPB and is paid monthly. The following table sets forth the status of the notes held by others at December 31, 2024 and 2023, and the original balance at the securitization cutoff date ($ in thousands): Balances at December 31, 2024 Balances at December 31, 2023 Original balances at Class of Notes Carrying value of mortgages Bond principal balance Percentage of collateral coverage Carrying value of mortgages Bond principal balance Percentage of collateral coverage Mortgage UPB Bond principal balance 2019-D $ 91,118 $ 58,942 155 % $ 99,367 $ 67,739 147 % $ 193,301 $ 156,670 2019-F 89,179 50,028 178 % 96,870 57,936 167 % 170,876 127,673 2020-B 95,090 57,277 166 % 100,245 63,574 158 % 156,468 114,534 2021-A 119,181 93,412 128 % 127,250 102,057 125 % 206,506 175,116 2021-B — — — % 204,883 123,032 167 % 287,882 215,912 $ 394,568 $ 259,659 (1) 152 % $ 628,615 $ 414,338 (1) 152 % $ 1,015,033 $ 789,905 (1) This represents the gross amount of secured borrowings and excludes the impact of deferred issuance costs of $1.3 million and $3.1 million as of December 31, 2024 a nd 2023, respectively. Corporate Debt Convertible Senior Notes (“2024 Notes”) The 2024 Notes matured on April 30, 2024, and the Company redeemed the notes in full for an aggregate amount of $103.5 million and 15 days of accrued interest. At December 31, 2024 and 2023, the Company’s 2024 Notes had carrying values of zero and $103.5 million, respectively. The 2024 Notes had an interest rate of 7.25% per annum and were payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year. During the year ended December 31, 2024, the Company recognized interest expense on its 2024 Notes of $2.5 million, which includes no amortization of discount and deferred expenses. During the year ended December 31, 2023, the Company recognized interest expense on its 2024 Notes of $7.5 million, which included $0.3 million, of amortization of discount and deferred expenses. Coupon interest on the 2024 Notes was recognized using the accrual method of accounting. Discount and deferred issuance costs were carried on the Company’s consolidated balance sheets as a reduction of the carrying value of the 2024 Notes and were amortized to interest expense on an effective yield basis through April 30, 2023. Notes Payable (2027 Notes) In August 2022, the Operating Partnership issued $110.0 million aggregate principal amount of 8.875% senior unsecured notes due in 2027 (the “2027 Notes”). The 2027 Notes have a five year term, were issued at 99.009% of par value and are fully and unconditionally guaranteed by the Company. The 2027 Notes are included in the Company’s liabilities in its consolidated balance sheet at December 31, 2024 and 2023 . Interest on the 2027 Notes is payable semi-annually on March 1 and September 1. The 2027 Notes will mature on September 1, 2027. Net proceeds from the sale of the 2027 Notes totaled approximately $106.1 million, after deducting the discount, commissions, and offering expenses which will be amortized over the term of the 2027 Notes using the effective interest method. The Company used $90.0 million of the proceeds to repurchase and retire a portion of its outstanding Preferred Stock at a discount and a proportionate amount of outstanding warrants. The remainder of the proceeds were used for general corporate purposes. On June 30, 2024, the Company received notification that the 2027 Notes were downgraded from BBB- to BB+. Under the terms of the indenture governing the 2027 Notes, the downgrade resulted in a 100 basis point increase in the interest rate from 8.875% to 9.875% beginning on September 1, 2024. At December 31, 2024, the outstanding aggregate principal amount of the 2027 Notes was $110.0 million, and discount and deferred expenses in aggregate were $2.4 million. At December 31, 2023, the outstanding aggregate principal amount of the 2027 Notes was $110.0 million, and discount and deferred expenses in aggregate were $3.2 million. During the year ended December 31, 2024, the Company recognized interest expense on the 2027 Notes of $11.0 million, which includes $0.6 million, of amortization of discount and deferred expenses. During the year ended December 31, 2023, the Company recognized interest expense on the 2027 Notes of $10.6 million, which includes $0.6 million of amortization of discount and deferred expenses. The effective interest rate for the 2027 Notes for the years ended December 31, 2024 and 2023, was 10.25% and 9.96%, respectively. The indenture governing the 2027 Notes restricts, among other things, our and certain of our subsidiaries’ ability to incur certain additional debt, make certain investments or acquisitions, sell certain assets, and merge, consolidate or transfer all or substantially all of our assets. Additionally, the indenture governing the 2027 Notes requires us to comply with certain maintenance requirements, including certain levels of cash and liquidity, such as: (i) Net Asset Value (as defined in the indenture agreement) as of the close of business on the last day of each of its fiscal quarters must be equal to or greater than $240.0 million, plus the greater of (i) zero dollars and (ii) 65% of our net equity capital activity; (ii) the ratio of the Adjusted Unencumbered Assets (as defined in the indenture agreement) as of the close of business on the last day of each of its fiscal quarters to the aggregate principal amount of the 2027 Notes outstanding as of each such date must be equal to or greater than 1.6:1.0; (iii) the ratio of the debt to equity as of the close of business on the last day of each of its fiscal quarters must be less than 4.0:1.0, (iv) a quarterly minimum liquidity covenant of $30.0 million. For the years ended December 31, 2024 and 2023, the Company is in full compliance with all covenants. Rithm Credit Agreement On February 26, 2024, the Company entered into the Credit Agreement with Rithm, as sole lender, administrative agent and collateral agent. The Credit Agreement provides, subject to certain conditions, for a delayed draw term loan facility, in an aggregate amount of up to $70.0 million. As of December 31, 2024, the balance on the Credit Agreement was zero and the draw period had expired. |