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 two separate counterparties, the “buyer” or “buyers.” One facility has a ceiling of $250.0 million and the other $400.0 million at any one time. 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 LIBOR, which are fixed for the term of the borrowing. The purchase price that the Trust realizes upon the initial sale of the mortgage loans to the buyer can vary between 70% and 85% of the asset’s acquisition price, depending upon the facility being utilized and/or the quality of the underlying collateral. The obligations of a Trust to repurchase these mortgage loans at a future date are guaranteed by the Operating Partnership. The difference between the market value of the asset and the amount of the repurchase agreement is generally the amount of equity in the position and is intended to provide the buyer with some protection against fluctuations in the value of the collateral, and/or a failure by the Company to repurchase the asset and repay the borrowing at maturity. The Company has also entered into three repurchase facilities substantially similar to the mortgage loan repurchase facilities, but where the pledged assets are the class B bonds and certificates from the Company's secured borrowing transactions. These facilities have no effective ceilings. 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 of these transactions; therefore, the Company’s repurchase transactions are accounted for as financing arrangements. The Servicer services these mortgage loans pursuant to the terms of a Servicing Agreement by and among the Servicer and each Buyer. Each Servicing Agreement has the same fees and expenses terms as the Company’s Servicing Agreement described under Note 10 — 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 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): September 30, 2019 Maturity Date Origination date Maximum Amount Amount of Percentage of Collateral Coverage Interest Rate October 30, 2019 September 6, 2019 $ 43,584 $ 43,584 $ 57,846 133 % 3.81 % October 30, 2019 September 30, 2019 12,822 12,822 17,130 134 % 3.77 % October 30, 2019 September 30, 2019 11,056 11,056 14,819 134 % 3.77 % October 30, 2019 April 25, 2019 10,602 10,602 15,145 143 % 4.52 % October 30, 2019 September 30, 2019 8,517 8,517 11,382 134 % 3.79 % October 30, 2019 May 8, 2019 7,345 7,345 10,819 147 % 4.52 % October 30, 2019 May 8, 2019 6,074 6,074 9,038 149 % 4.52 % October 30, 2019 September 30, 2019 5,695 5,695 7,432 131 % 3.77 % October 30, 2019 April 25, 2019 5,511 5,511 7,112 129 % 4.37 % October 30, 2019 May 8, 2019 4,859 4,859 7,464 154 % 4.52 % October 30, 2019 September 30, 2019 4,389 4,389 5,725 130 % 3.77 % October 30, 2019 September 30, 2019 1,648 1,648 2,388 145 % 3.87 % October 30, 2019 September 30, 2019 1,579 1,579 2,287 145 % 3.87 % December 6, 2019 June 6, 2019 6,499 6,499 8,258 127 % 4.17 % December 6, 2019 June 7, 2019 5,083 5,083 6,442 127 % 4.16 % December 6, 2019 June 6, 2019 3,228 3,228 4,175 129 % 4.17 % December 6, 2019 June 6, 2019 2,326 2,326 3,360 144 % 4.32 % December 6, 2019 June 6, 2019 1,050 1,050 1,607 153 % 4.32 % December 20, 2019 June 21, 2019 17,722 17,722 21,937 124 % 3.97 % December 20, 2019 June 21, 2019 11,619 11,619 14,382 124 % 3.97 % December 20, 2019 June 21, 2019 2,784 2,784 4,050 145 % 4.12 % December 30, 2019 June 28, 2019 7,148 7,148 8,371 117 % 3.95 % December 30, 2019 June 28, 2019 5,578 5,578 7,242 130 % 3.95 % December 30, 2019 June 28, 2019 3,272 3,272 4,667 143 % 4.10 % January 13, 2020 July 11, 2019 8,956 8,956 13,016 145 % 4.16 % February 3, 2020 August 1, 2019 7,568 7,568 9,702 128 % 4.19 % February 3, 2020 August 1, 2019 6,664 6,664 9,537 143 % 4.19 % March 25, 2020 September 25, 2019 7,075 7,075 10,024 142 % 3.96 % March 25, 2020 September 25, 2019 5,851 5,851 7,611 130 % 3.81 % March 26, 2020 September 26, 2019 27,075 27,075 36,220 134 % 3.81 % March 27, 2020 September 27, 2019 2,915 2,915 3,804 130 % 3.79 % July 10, 2020 July 15, 2016 250,000 79,197 120,572 152 % 4.54 % September 24, 2020 September 25, 2019 400,000 103,097 125,410 122 % 4.70 % Totals $ 906,094 $ 438,388 $ 588,974 134 % 4.26 % December 31, 2018 Maturity Date Origination date Maximum Amount Amount of Percentage of Collateral Coverage Interest Rate January 11, 2019 July 11, 2018 $ 8,956 $ 8,956 $ 12,834 143 % 4.41 % February 1, 2019 August 1, 2018 13,322 13,322 17,174 129 % 4.53 % March 25, 2019 September 25, 2018 6,396 6,396 8,376 131 % 4.34 % March 25, 2019 September 25, 2018 7,020 7,020 10,024 143 % 4.49 % March 28, 2019 September 28, 2018 12,539 12,539 15,846 126 % 4.40 % April 25, 2019 October 26, 2018 10,549 10,549 15,145 144 % 4.85 % April 25, 2019 October 26, 2018 5,865 5,865 7,580 129 % 4.65 % May 8, 2019 November 8, 2018 18,226 18,226 26,036 143 % 4.74 % May 8, 2019 November 8, 2018 10,933 10,933 15,618 143 % 4.84 % June 6, 2019 December 6, 2018 44,224 44,224 58,965 133 % 4.65 % June 6, 2019 December 6, 2018 3,786 3,786 5,408 143 % 4.80 % June 7, 2019 December 7, 2018 50,294 50,294 66,747 133 % 4.47 % June 21, 2019 December 21, 2018 32,393 32,393 43,390 134 % 4.62 % June 21, 2019 December 21, 2018 2,771 2,771 4,050 146 % 4.77 % June 28, 2019 December 28, 2018 8,860 8,860 13,275 150 % 4.64 % July 12, 2019 July 15, 2016 250,000 195,644 289,908 148 % 5.00 % September 24, 2019 September 25, 2018 400,000 102,311 134,835 132 % 4.89 % Totals $ 886,134 $ 534,089 $ 745,211 140 % 4.80 % 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. 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 September 30, 2019 and December 31, 2018 in the table below ($ in thousands): Gross amounts not offset in balance sheet September 30, 2019 December 31, 2018 Gross amount of recognized liabilities $ 438,388 $ 534,089 Gross amount pledged as collateral 588,974 745,211 Net amount $ 150,586 $ 211,122 Secured Borrowings From inception (January 30, 2014) to September 30, 2019, the Company has completed 14 secured borrowings for its own balance sheet, not including its off-balance sheet joint ventures in which it holds investments in various classes of securities, pursuant to Rule 144A under the Securities Act, six of which were outstanding at September 30, 2019. The secured borrowings are structured as debt financings and not sales through a real estate investment conduit (“REMIC”), and the 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 secured borrowings are generally structured with Class A notes, subordinate notes, and trust certificates, which have rights to the residual interests in the mortgages once the notes are repaid. With the exception of the Company’s 2017-D securitization, from which the Company sold a 50% interest in the Class B certificates to third parties and 2018-C securitization, from which the Company sold a 95% interest in the Class A notes and 37% in the Class B notes and trust certificates, the Company has retained the subordinate notes and the applicable trust certificates from the other four secured borrowings outstanding at September 30, 2019. 2017-D secured borrowing contains Class A notes and Class B certificates representing the residual interests in the mortgages held within the securitization trusts subsequent to repayment of the Class A debt. The Company has retained 50% of both the Class A notes and Class B certificates from 2017-D. 2018-C secured borrowing contains Class A notes, Class B notes and trust certificates representing the residual interest in the mortgages held within the securitization trusts subsequent to repayment of the Class A debt. The Company has retained 5% of the Class A notes and 63% of the Class B notes and trust certificates. The Company's 2017-B and 2019-D secured borrowings carry no provision for a step-up in interest rate on any of the Class A, Class B or Class M notes. For all of the Company's secured borrowings the Class A notes are senior, sequential pay, fixed rate notes, and with the exception of 2017-D and 2018-C, as noted above, the Class B notes are subordinate, sequential pay, fixed rate notes with the exception of 2019-D which are subordinate, sequential pay, fixed rate notes for Class B-1 and variable rate notes for Class B-2 and Class B-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. The Class M notes issued under 2017-B and 2019-D are also mezzanine, sequential pay, fixed rate notes. For all of the Company's secured borrowings, except 2017-B and 2019-D, which contains no interest rate step-up, if the Class A notes have not been redeemed by the payment date or otherwise paid in full 36 months after issue, or in the case of 2017-C, 48 months after issue, an interest rate step-up of 300 basis points is triggered. Twelve months after the 300 basis points step up is triggered, an additional 100 basis point step up will be triggered, and an amount equal to the aggregate interest payment amount that accrued and would otherwise be paid to the subordinate 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 subordinate notes will resume receiving their respective interest payment amounts and any interest that accrued but was not paid 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 subordinate notes have been paid in full. The following table sets forth the original terms of all notes from our secured borrowings outstanding at September 30, 2019 at their respective cutoff dates: Issuing Trust/Issue Date Interest Rate Step-up Date Security Original Principal Interest Rate Ajax Mortgage Loan Trust 2017-A/ May 2017 May 25, 2020 Class A notes due 2057 $140.7 million 3.47 % November 25, 2020 Class B-1 notes due 2057(1) $15.1 million 5.25 % None Class B-2 notes due 2057(1) $10.8 million 5.25 % Trust certificates(2) $49.8 million — % Deferred issuance costs $(2.0) million — % Ajax Mortgage Loan Trust 2017-B/ December 2017 None Class A notes due 2056 $115.8 million 3.16 % None Class M-1 notes due 2056(3) $9.7 million 3.50 % None Class M-2 notes due 2056(3) $9.5 million 3.50 % None Class B-1 notes due 2056(1) $9.0 million 3.75 % None Class B-2 notes due 2056(1) $7.5 million 3.75 % Trust certificates(2) $14.3 million — % Deferred issuance costs $(1.8) million — % Ajax Mortgage Loan Trust 2017-C/ November 2017 November 25, 2021 Class A notes due 2060 $130.2 million 3.75 % May 25, 2022 Class B-1 notes due 2060(1) $13.0 million 5.25 % Trust certificates(2) $42.8 million — % Deferred issuance costs $(1.7) million — % Ajax Mortgage Loan Trust 2017-D/ December 2017 April 25, 2021 Class A notes due 2057(4) $177.8 million 3.75 % None Class B certificates (4) $44.5 million — % Deferred issuance costs $(1.1) million — % Ajax Mortgage Loan Trust 2018-C/ September 2018 October 25, 2021 Class A notes due 2065(5) $170.5 million 4.36 % April 25, 2022 Class B notes due 2065(5) $15.9 million 5.25 % Trust certificates(5) $40.9 million — % Deferred issuance costs $(2.0) million — % Ajax Mortgage Loan Trust 2019-D/ July 2019 None Class A-1 notes due 2065 $140.4 million 2.96 % None Class A-2 notes due 2065 $6.1 million 3.50 % None Class A-3 notes due 2065 $10.1 million 3.50 % None Class M-1 notes due 2065(3) $9.3 million 3.50 % None Class B-1 notes due 2065(6) $7.5 million 3.50 % None Class B-2 notes due 2065(6) $7.1 million variable (7) None Class B-3 notes due 2065(6) $12.8 million variable (7) Deferred issuance costs $(2.6) 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, Class M notes, where present, and Class B notes have been paid in full. (3) The Class M notes are subordinate, sequential pay, fixed rate notes with Class M-2 notes subordinate to the Class M-1 notes. The Company has retained the Class M notes. (4) Ajax Mortgage Loan Trust ("AJAXM") 2017-D is a joint venture in which a third party owns 50% of the Class A notes and 50% of the Class B certificates. The Company is required to consolidate 2017-D under GAAP and is reflecting 100% of the mortgage loans, in Mortgage loans, net. 50% of the Class A notes, which are held by the third party, are included in Secured borrowings, net. The 50% portion of the Class A notes retained by the Company have been encumbered under a repurchase agreement. 50% of the Class B certificates are recognized as Non-controlling interest. (5) AJAXM 2018-C is a joint venture in which a third party owns 95% of the Class A notes and 37% of the Class B notes and certificates. The Company is required to consolidate 2018-C under GAAP and is reflecting 100% of the mortgage loans, in Mortgage loans, net. 95% of the Class A notes and 37% of the Class B notes, which are held by the third party, are included in Secured borrowings, net. The 5% portion of the Class A notes retained by the Company have been encumbered under the repurchase agreement. 37% of the Class C certificates are recognized as Non-controlling interest. (6) The Class B notes are subordinate, sequential pay, with B-2 and B-3 notes having variable interest rates and subordinate to the Class B-1 notes. The Class B-1 notes are fixed rate notes. The Company has retained the Class B notes. (7) 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 servicing fee rates of between 0.65% of outstanding UPB and 1.25% of outstanding UPB at acquisition, and is paid monthly. The determination of RPL or NPL status, which determines the servicing fee rates, is based on the status of the loan at acquisition and does not change regardless of the loan’s subsequent performance. The following table sets forth the status of the notes held by others at September 30, 2019 and December 31, 2018, and the securitization cutoff date ($ in thousands): Balances at September 30, 2019 Balances at December 31, 2018 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 2016-C $ — $ — — % $ 102,563 $ 69,692 147 % $ 157,808 $ 102,575 2017-A 145,636 85,886 170 % 157,033 102,755 153 % 216,413 140,669 2017-B 124,774 87,915 142 % 132,902 99,857 133 % 165,850 115,846 2017-C 139,775 97,771 143 % 146,938 109,616 134 % 185,942 130,159 2017-D 152,895 64,287 (1) 238 % 163,791 69,528 (1) 236 % 203,870 (2) 88,903 2018-C 182,554 150,500 (3) 121 % 194,606 165,051 (3) 118 % 222,181 (4) 167,910 2019-D 167,018 151,158 110 % — — — % 193,301 156,670 $ 912,652 $ 637,517 (5) 143 % $ 897,833 $ 616,499 (5) 146 % $ 1,345,365 $ 902,732 (1) The gross amount of senior bonds at September 30, 2019 and December 31, 2018 were $128.6 million and $139.0 million however, only $64.3 million and $69.5 million are reflected in Secured borrowings as the remainder is owned by the Company, respectively. (2) Includes $26.7 million of cash collateral intended for use in the acquisition of additional mortgage loans. (3) 2018-C contains notes held by the third party institutional investors for senior bonds and class B bonds. The gross amount of the senior and class B bonds at September 30, 2019 were $152.2 million and $15.9 million, however, only $144.6 million and $5.9 million are reflected in Secured borrowings as the remainder is owned by the Company, respectively. The gross amount of the senior and class B bonds at December 31, 2018 were $167.5 million and $15.9 million, however, only $159.2 million and $5.9 million are reflected in Secured borrowings as the remainder is owned by the Company, respectively. (4) Includes $45.5 million of cash collateral intended for use in the acquisition of additional mortgage loans. (5) This represents the gross amount of Secured borrowings and excludes the impact of deferred issuance costs of $6.3 million as of both September 30, 2019 and December 31, 2018. 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. Convertible Senior Notes On April 25, 2017, the Company completed the issuance and sale of $87.5 million aggregate principal amount of its 7.25% convertible senior notes due 2024 in an underwritten public offering. The net proceeds to the Company from the sale of the notes, after deducting the underwriter's discounts, commissions and offering expenses, were approximately $84.9 million. The carrying amount of the equity component of the transaction was $2.5 million representing the fair value to the notes' owners of the right to convert the notes into shares of the Company's common stock. The notes were issued at a 17.5% conversion premium and bear interest at a rate of 7.25% per year, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on July 15, 2017. On August 18, 2017, the Company completed the public offer and sale of an additional $20.5 million in aggregate principal amount of its 7.25% Convertible senior notes due 2024, which combined with the $87.5 million aggregate principal amount from its April offering, form a single series of notes. The net proceeds to the Company from the August 18, 2017 sale of the notes, after deducting the underwriter's discounts, commissions and offering expenses, were approximately $20.5 million. The carrying amount of the equity component of the August transaction was $0.2 million representing the fair value to the notes' owners of the right to convert the notes into shares of the Company's common stock. The notes in the August transaction were issued at a 6.0% conversion premium and bear interest at a rate of 7.25% per year, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on July 15, 2017. The notes will mature on April 30, 2024, unless earlier repurchased, redeemed or converted. On November 19, 2018, the Company completed the public offer and sale of an additional $15.9 million in aggregate principal amount of its 7.25% convertible senior notes due 2024, which combined with the $108.0 million aggregate principal amount from its August and April offerings in 2017, form a single series of notes. The net proceeds to the Company from the November 19, 2018 sale of the notes, after deducting the underwriter's discounts, commissions and offering expenses, were approximately $15.2 million. The carrying amount of the equity component of the November transaction was $0.5 million representing the fair value to the notes' owners of the right to convert the notes into shares of the Company's common stock. The notes in the November transaction were issued at an 11.43% conversion premium and bear interest at a rate of 7.25% per year, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2019. The notes will mature on April 30, 2024, unless earlier repurchased, redeemed or converted. Holders may convert their notes at their option prior to April 30, 2023 only under certain circumstances. In addition, the notes will be convertible irrespective of those circumstances from, and including, April 30, 2023 to, and including, the business day immediately preceding the maturity date. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company's election. The conversion rate as of September 30, 2019 equals 1.6650 shares of the Company's common stock per $25.00 principal amount of notes which is equivalent to a conversion price of approximately $15.02 per share of common stock. The conversion rate, and thus the conversion price, may be subject to adjustment under certain circumstances. As of September 30, 2019, the amount by which the if-converted value exceeds the principal value for the entire series is $4.0 million. The Company may not redeem the notes prior to April 30, 2022, and may redeem for cash all or any portion of the notes, at its option, on or after April 30, 2022 if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No "sinking fund" will be provided for the notes. |